VISHAY
PRECISION GROUP, INC. 2010 STOCK INCENTIVE PROGRAM 

(AS AMENDED AND RESTATED EFFECTIVE MAY 21, 2013)

     1. Purpose. The Vishay Precision Group Inc. 2010 Stock Incentive Program (the
“Program”) provides for the grant of stock options, restricted stock and stock
units to executive officers, key employees and directors of Vishay Precision
Group Inc. (the “Company”) and its subsidiaries. The purpose of the Program is
to enhance the long-term performance of the Company and to provide the selected
individuals with an incentive to improve the growth and profitability of the
Company by acquiring a proprietary interest in the success of the Company.


     2. Definitions. Whenever
used in the Program, the masculine pronoun shall be deemed to include the
feminine, the singular to include the plural, unless the context clearly
indicates otherwise, and the following capitalized words and phrases shall have
the meaning set forth below unless the context plainly requires a different
meaning: 

         
(a) “Agreement” means the written agreement between
the Company and a Participant, or other documentation, evidencing an Award.


         
(b) “Award” means a Stock Option, Restricted Stock,
Unrestricted Stock or Stock Unit. 

         
(c) “Board” means the Board of Directors of the
Company. 

         
(d) “Cause” means conduct by a Participant amounting
to (1) fraud or dishonesty against the Company, (2) willful misconduct, repeated
refusal to follow the reasonable directions of the Board of Directors of the
Company, or knowing violation of law in the course of performance of the duties
of Participant’s employment with the Company, (3) repeated absences from work
without a reasonable excuse, (4) intoxication with alcohol or drugs while on the
Company’s premises during regular business hours, (5) a conviction or plea of
guilty or no contest to a felony or a crime involving dishonesty, or (6) a
breach or violation of any Company policies regarding employee conduct, or a
breach or violation of the terms of any employment or other agreement between
Participant and the Company. 

         
(e) “Class B Common Stock” means the Class B common
stock, $0.10 par value per share, of the Company. 

         
(f) “Code” means the Internal Revenue Code of 1986, as
amended. 

         
(g) “Committee” means the Compensation Committee of
the Board of Directors of the Company. 

         
(h) “Common Stock” means the common stock, par value
$0.10 per share of the Company, other than Class B Common Stock. 

         
(i) “Company” means Vishay Precision Group Inc. a
Delaware corporation, or any successor organization. 

         
(j) “Consent” has the meaning prescribed in Section 13
below. 

         
(k) “Disability” means a physical or mental condition
which, in the judgment of the Committee, permanently prevents a Participant from
performing his usual duties for the Company or such other position or job which
the Company makes available to him and for which the Participant is qualified by
reason of his education, training and experience. In making its determination,
the Committee may, but is not required to, rely on advice of a physician
competent in the area to which such Disability relates. The Committee may make
the determination in its sole discretion and any decision of the Committee shall
be binding on all parties. 

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          (l)
“Employee” means a full-time,
nonunion, salaried employee, as that term is understood under the common law, of
the Company. 

         
(m) “Exercise Price” means the price per share at
which Common Stock may be purchased upon exercise of a Stock Option. 

         
(n) “Expiration Date” means the last date upon which a
Stock Option can be exercised, as described in Section 6(b). 

         
(o) “Fair Market Value” means, for any particular
date, the last sale price of the Common Stock on the New York Stock Exchange or,
if no reported sales take place on the applicable date, the average of the high
bid and low asked price of the Common Stock as reported for such date or, if no
such quotation is made on such date, on the next preceding day on which there
were quotations, provided that such quotations shall have been made within the
ten (10) business days preceding the applicable date. In the event that the Fair
Market Value cannot be thus determined, it shall be determined in good faith by
the Committee. 

         
(p) “Involuntary Termination” means a Termination of
Employment but does not include a Termination of Employment for Cause or a
Voluntary Resignation. 

         
(q) “Participant” means an individual to whom an Award
is granted pursuant to the Program.

         
(r) “Program” means the 2010 Vishay Precision Group
Inc. Stock Incentive Program.

         
(s) “Program Action” has the meaning prescribed in
Section 13 below. 

         
(t) “Restricted Stock” means restricted shares of
Common Stock that, until vested, may not be transferred and are forfeitable.


         
(u) “Retirement” means a Termination of Employment
from the Company or a Subsidiary, with the consent of the Company, on or after
the earliest “normal retirement age” defined under any tax qualified retirement
plan maintained by the Company. 

         
(v) “Stock Option” or “Option” means a right to
purchase shares of Common Stock granted pursuant to Section 6 of this Program,
which shall not be treated as an incentive stock option under section 422 of the
Code. 

         
(w) “Stock Unit” means the right to receive a share of
Common Stock on a date determined by the Committee and set forth in the
applicable Agreement. 

         
(x) “Subsidiary” means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if, at
the time of the granting of the Award, each of the corporations other than the
last corporation in the unbroken chain owns stock equal to 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in the chain. 

         
(y) “Termination of Employment” means the termination
of the employee-employer relationship between an Employee and the Company or a
Subsidiary, or the termination of service as a member of the Board, regardless
of the fact that severance or similar payments are made to the Participant, for
any reason, including, but not limited to, a Voluntary Resignation, Involuntary
Termination, termination for Cause, death, Disability or Retirement. The
Committee shall, in its absolute discretion, determine the effect of all matters
and questions relating to a Termination of Employment, including, but not by way
of limitation, the question of whether a leave of absence constitutes a
Termination of Employment, or whether a Termination of Employment is for Cause.
If a Participant is both an Employee and a member of the Board or if a
Participant ceases to be an Employee or Board member and immediately commences
service in the other capacity, then a Termination of Employment shall occur when
the Participant` is neither an Employee nor a member of the Board. 

          (z)
“Unrestricted Stock” means
unrestricted shares of Common Stock.

         
(aa) “Voluntary Resignation” means a Termination of
Employment as a result of the Participant’s resignation. 

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     3. Administration.


         
(a) The Program shall be administered by the
Committee, which shall consist of at least two directors who are not Employees
of the Company or a Subsidiary. The members of the Committee shall be appointed
by, and serve at the pleasure of, the Board. To the extent required for
transactions under the Program to qualify for the exemptions available under
Rule 16b-3 promulgated under the Securities Exchange Act of 1934, the members of
the Committee shall be “non-employee directors” within the meaning of Rule
16b-3. To the extent required for compensation realized from Awards to be
deductible by the Company pursuant to section 162(m) of the Code, the members of
the Committee shall be “outside directors” within the meaning of section 162(m).
Notwithstanding the foregoing, no
grant of an Award shall be invalidated if the Committee is not so constituted.
If the Committee does not exist, or for any other reason determined by the
Board, the Board may take any action under the Program that would otherwise be
the responsibility of the Committee.

         
(b) The Committee shall have full authority, in its
discretion, (a) to determine the Employees of the Company or any Subsidiary to
whom Awards shall be granted and the terms and provisions of each Award, subject
to the provisions of this Program, (b) to exercise all of the powers granted to
it under this Program, (c) to construe, interpret and implement the Program and
any Agreement, (d) to prescribe, amend and rescind rules and regulations
relating to this Program, including rules governing its own operations, (e) to
determine the terms and provisions of the respective Agreement with each
Participant, (f) to make all determinations necessary or advisable in
administering the Program, and (g) to correct any defect, supply any omission
and reconcile any inconsistency in the Program. The Committee’s determinations
under the Program need not be uniform and may be made by it selectively among
persons who receive, or are eligible to receive, Awards under the Program
(whether or not such persons are similarly situated). The Committee’s decisions
shall be final and binding on all Participants.

         
(c) Action of the Committee shall be taken by the vote
of a majority of its members. The determination of the Committee on all matters
relating to the Program or any Agreement (including, without limitation, the
determination as to whether an event has occurred resulting in a forfeiture or a
termination or reduction of the Company’s obligations in accordance with the
terms of this Program) shall be final, binding and conclusive. No member of the
Committee shall be liable for any action or determination made in good faith
with respect to the Program or any award thereunder. 

         
(d) Notwithstanding any other provision of the
Program, the Committee (or the Board acting instead of the Committee), may
delegate to one or more officers of the Company the authority to designate the
individuals (other than such officer(s) or any member of the Board), among those
eligible to receive awards pursuant to the terms of the Program, who will
receive Awards and the size of each such grant, to the fullest extent permitted
by Section 157 of the Delaware General Corporation Law (or any successor
provision thereto). 

         
(e) With respect to Awards granted to members of the
Board who are not employees of the Company, the Program shall be administered
(as otherwise set forth in this Section 3), including determining which
individuals shall receive Awards and the terms of any such Awards, solely by the
Board. 

     4. Shares Available.


         
(a) Subject to adjustment in accordance with Section
4(b), the number of shares of Common Stock for which Awards may be granted under
this Program is 1,000,000, which may consist of treasury shares or authorized
but unissued shares. The maximum number of shares of Common Stock subject to
Awards granted under this Program to any participating Employee for any year
shall not exceed 250,000 shares, subject to adjustment in accordance with
Section 4(b), below. To the extent permitted by law, any shares of Common Stock
attributable to the unexercised or otherwise unsettled portion of any Award that
is forfeited, canceled, expires or terminates for any reason without being
exercised or otherwise settled in full shall again be available for the grant of
Awards under this Program, provided that no more than 1,000,000 shares of Common
Stock cumulatively shall be available under this Program at any time.


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If (i) the Company withholds shares of
Common Stock to satisfy its minimum tax withholding requirements as provided in
Section 16 of the Program, (ii) an Option covering shares of Common Stock is
exercised pursuant to an arrangement under which the Participant receives shares
of Common Stock having an aggregate Fair Market Value equal to the excess of the
Fair Market Value of the Common Stock subject to the Option exercised over the
aggregate Option Exercise Price for such Options (“Immaculate Cashless
Exercise”) or (iii) shares of Common Stock are tendered to the Company in
payment of the Exercise Price of a Stock Option, other Options may not be
granted covering (x) the shares of Common Stock so withheld to satisfy the
Company’s tax withholding requirements, (y) the shares of Common Stock that were
subject to such Option but not delivered because of the Immaculate Cashless
Exercise or (z) the shares of Common Stock so tendered to pay the Exercise
Price, as applicable. Options may not be granted covering shares of Common Stock
repurchased by the Company on the open market with proceeds, if any, received by
the Company on account of the payment of the Exercise Price for an Option by
Participants. 

         
(b) If there is any change in the outstanding shares
of Common Stock by reason of a stock dividend or distribution, or stock
split-up, or by reason of any merger, consolidation, spinoff or other corporate
reorganization in which the Company is the surviving corporation, the number of
shares that may be delivered under the Program and the number of shares subject
to each outstanding Award, and, if appropriate, the Exercise Price under each
such Option, shall be equitably adjusted by the Committee, whose determination
shall be final, binding and conclusive. After any adjustment made pursuant to
this Section 4(b), the number of shares subject to each outstanding Award shall
be rounded down to the nearest whole number. 

     5.
Eligibility. Officers, other Employees of the Company or a
Subsidiary, and members of the Board, who are responsible for or contribute to
the management, growth, and profitability of the business of the Company or a
Subsidiary are eligible for participation in this Program. The selection of
individuals for participation in the Program shall be made by the Committee,
based on a subjective evaluation of each individual’s performance and expected
future contribution to the Company and its Subsidiaries, and may take into
account the recommendations of the Chief Executive Officer of the Company.


     6. Granting
of Stock Options.

          (a)
Grant of Stock Options. The Committee, in its discretion, may grant Stock
Options during any year that this Program is in effect to any eligible Employee.
The terms of each Stock Option shall be contained in an Agreement, which shall
contain the number of shares of Common Stock covered by the Option, the period
during which the Option may be exercised, the Exercise Price, and any additional
terms and conditions not inconsistent with this Program that the Committee deems
to be appropriate. The Committee shall have complete discretion in determining
the number of shares of Common Stock subject to each Option grant (subject to
the share limitations set forth in Section 4(a)) and, consistent with the
provisions of this Program, the terms, conditions and limitations pertaining to
each Option. The terms of Options need not be uniform among Participants. By
accepting a Stock Option, a Participant thereby agrees that the Option shall be
subject to all of the terms and conditions of this Program and the applicable
Agreement. 

          (b)
Option Term. The duration of each Option shall be specified in the
Agreement and shall not exceed ten (10) years. 

          (c)
Option Price. The Exercise Price of the Common Stock purchasable under
any Stock Option shall be determined by the Committee and set forth in each
Agreement, subject to adjustment in accordance with Section 4(b). The Exercise
Price shall not be less than the Fair Market Value of a share of Common Stock on
the date the Option is granted. 

          (d)
Exercise of Stock Options. Each Agreement shall contain a vesting
schedule, which shall specify when the Stock Option shall become vested and thus
exercisable; provided, however, that subsequent to the grant of an Option, the
Committee, at any time before complete termination of such Option, may
accelerate the time or times at which such Option may be exercised in whole or
in part, and may permit the Participant or any other designated person acting
for the benefit of the Participant to exercise all or any part of the Option
during all or part of the remaining Option term specified in Section 6(a),
notwithstanding any provision of the Agreement to the contrary. 

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          (e) Termination of Employment. 

              
(i) Death or Disability. If a Participant has a Termination of
Employment as a result of death or Disability, the time at which the unexercised
portion of any Option becomes exercisable may be accelerated, including to make
the Option immediately exercisable in full. Except as otherwise provided in an
applicable Agreement, the Option, to the extent that it is not exercisable on
the date of termination, shall expire and terminate on such date of termination
and the Option, to the extent that it is exercisable (including after any
acceleration of vesting) on such date of termination, shall expire and terminate
on the earlier of the Expiration Date or first anniversary of the Participant’s
death or disability. Any exercise of an Option following a Participant’s death
shall be made only by the Participant’s executor or administrator, unless the
Participant’s will specifically disposes of such award, in which case such
exercise shall be made only by the recipient of such specific disposition. If a
Participant’s personal representative or the recipient of a specific disposition
shall be entitled to exercise an Option pursuant to the preceding sentence, such
representative or recipient shall be bound by all the terms and conditions of
the Program and the applicable Agreement which would have applied to the
Participant. 

              
(ii) Retirement. If a Participant has a Termination of Employment
due to Retirement, the time at which the unexercised portion of an Option
becomes exercisable may be accelerated, including to make the Option immediately
exercisable in full. Except as otherwise provided in an applicable Agreement,
the Option, to the extent that it is not exercisable on the date of Retirement,
shall expire and terminate on such date of Retirement and the Option, to the
extent that it is exercisable (including after any acceleration of vesting) on
such date of retirement, shall expire and terminate on the earlier of the
Expiration Date of the Option term or the first anniversary of the Participant’s
Retirement. 

              
(iii) Other Termination. Except as otherwise provided in an
applicable Agreement, if a Participant has a Termination of Employment for
reasons other than as provided in subsections (i) and (ii) above, the Option, to
the extent that it is not exercisable on the date of termination, shall expire
and terminate on such date of termination and the Option, to the extent that it
is exercisable (including after any acceleration of vesting) on such date of
termination, shall expire and terminate on the earlier of the Expiration Date of
the Option or on the 60th day after the Participant’s termination; provided,
however, that the unexercised portion of any Option (including any vested
portion) shall expire and terminate immediately upon a Termination of Employment
for Cause. 

              
(iv) In the event that the Company in its sole
discretion determines that the Participant has, at any time during the 12-month period following
Termination of Employment violated the terms of any agreement with the Company
or a Subsidiary regarding (i) engaging in a business that competes with the
business of the Company or any Subsidiary, (ii) interfering in any material
respect with any contractual or business relationship of the Company or any
Subsidiary, or (iii) soliciting the employment of any person who was during such
12-month period, a director, officer, partner, Employee, agent or consultant of
the Company or a Subsidiary, then (x) all outstanding unexercised Stock Options
issued to the holder pursuant to the Program shall be forfeited and (y) upon
written request from the Company, the Participant shall pay to the Company any
gain realized upon the exercise of an Option within the 12-month period
preceding the violation or such other period as may be set forth in the
applicable Agreement. 

          (f)
Transfer of Option. Unless the Committee determines otherwise at the time
an Option is granted, no Option granted under the Program shall be assignable or
transferable other than by will or by the laws of descent and distribution, and
all Options shall be exercisable during the life of the Participant only by the
Participant or his legal representative. 

          (g)
Substituted Options. Notwithstanding anything to the contrary in this
Section 6, any Option issued in substitution for an Option previously issued by
another entity, which substitution occurs in connection with a transaction to
which Code section 424(a) is applicable, may provide for an Exercise Price
computed in accordance with such Code section and the regulations thereunder and
may contain such other terms and conditions as the Committee may prescribe to
cause such substitute Option to contain as nearly as possible the same terms and
conditions (including the applicable vesting and termination provisions) as
those contained in the previously issued Option being replaced thereby.


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     7.
Exercise of Stock Options. A Stock Option shall be exercised by
the delivery of a written notice of exercise to the Vice President and Secretary
of the Company, or such other person specified by the Committee, setting forth
the number of shares of Common Stock with respect to which the Option is to be
exercised, accompanied by full payment of the Exercise Price and, pursuant to
Section 16 any required withholding taxes. Payment of the Exercise Price for the
shares of Common Stock being purchased shall be made: (a) by certified or
official bank check (or the equivalent thereof acceptable to the Company), or
(b) at the discretion of the Committee and to the extent permitted by law, by
such other provision as the Committee may from time to time prescribe. The
Committee may allow exercises to be made by means of a “brokered cashless
exercise,” with the delivery of payment as permitted under Federal Reserve Board
Regulation T, subject to applicable securities law restrictions, or by any other
means which the Committee determines to be consistent with the Program’s purpose
and applicable law. Payment shall be made on the date that the Option or any
part thereof is exercised, and no shares shall be issued or delivered upon
exercise of an Option until full payment has been made by the Participant.
Promptly after receiving payment of the full Exercise Price, the Company shall,
subject to the provisions of Section 13, deliver to the Participant, or to such
other person as may then have the right to exercise the Option, a certificate
for the shares of Common Stock for which the Option has been exercised.


     8. Employees
Based Outside of the United States. Notwithstanding any provision of
this Program to the contrary, in order to foster and promote the achievement of
the purposes of the Program, or to comply with these provisions in other
countries in which the Company or any Subsidiary operates or has Employees, the
Committee, in its sole discretion, shall have the power and authority to (i)
determine which Employees employed outside the United States are eligible to
participate in the Program, (ii) modify the terms and conditions of any Options
granted to Employees who are employed outside the United States (including the
grant of stock appreciation rights, as described in the following paragraph, in
lieu of Stock Options), and (iii) establish subprograms, modified Option
exercise procedures and other terms and procedures to the extent such actions
may be necessary or advisable. 

          The
Committee in its discretion may grant stock appreciation rights in lieu of Stock
Options to Employees employed outside the United States. A stock appreciation
right shall provide an Employee the right to receive in cash the difference
between the Fair Market Value of a share of Common Stock on the grant date and
the exercise date, and otherwise shall have the same terms and conditions as a
Stock Option granted hereunder. Stock appreciation rights granted under this
Section 8 shall be considered as Stock Options for the application of the
limitations in Section 4(a) of the Program. 

     9. No Rights
as a Stockholder. No Participant (or other person having the right to
exercise an Option) shall have any of the rights of a stockholder of the Company
with respect to shares subject to an Option until the issuance of a stock
certificate to such person for such shares or the establishment of an account
evidencing ownership of such shares in uncertificated form, except as otherwise
provided in Section 4(b). 

     10.
Restricted Stock. 

          (a)
Restricted Stock Grants. The Committee may grant Restricted Stock to such
key persons, in such amounts, and subject to such vesting and forfeiture
provisions and other terms and conditions as the Committee shall determine in
its sole discretion, subject to the provisions of the Program. The terms of a
grant of Restricted Stock shall be contained in an Agreement, which shall
contain the number of shares of Restricted Stock granted, when the Restricted
Stock vests and any additional terms and conditions not inconsistent with this
Program that the Committee deems to be appropriate If the Restricted Stock is
newly issued by the Company, the Participant must make payment to the Company or
its exchange agent in an amount at least equal to the par value of the shares as
required by the Committee and in accordance with the Delaware General
Corporation Law. 

          (b)
Issuance of Stock Certificate(s). Promptly after the Committee grants
Restricted Stock to a Participant, the Company or its exchange agent shall issue
to the Participant a stock certificate or stock certificates for the shares of
Common Stock covered by the Award or shall establish an account evidencing
ownership of the stock in uncertificated form. Upon the issuance of such stock
certificate(s) or establishment of such account, the Participant shall have the
rights of a stockholder with respect to the restricted stock, subject to: (i)
the nontransferability restrictions and forfeiture provision described in
Sections 10(d) and 10(e); (ii) in the Committee’s discretion, a requirement that
any dividends paid on such shares shall be held in escrow until all restrictions
on such shares have lapsed; and (iii) any other restrictions and conditions
contained in the applicable Agreement. 

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          (c) Custody of Stock Certificate(s). Unless
the Committee shall otherwise determine, any stock certificates issued
evidencing shares of restricted stock shall remain in the possession of the
Company until such shares are free of any restrictions specified in the
applicable Agreement. The Committee may direct that such stock certificate(s)
bear a legend setting forth the applicable restrictions on transferability or,
if the Restricted Stock is in book entry form, that such book entry or account
be subject to electronic coding or stop order indicating that such shares of
Restricted Stock are restricted by the terms of the Program. Such legend,
electronic coding or stop order shall not be removed until such shares of
Restricted Stock vest. 

          (d)
Nontransferability. Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as otherwise
specifically provided in this Program or the applicable Agreement. The Committee
at the time of grant shall specify the date or dates (which may depend upon or
be related to a period of continued employment with the Company, the attainment
of performance goals or other conditions or a combination of such conditions) on
which the nontransferability of the restricted stock shall lapse. 

          (e)
Termination of Employment. Except as may otherwise be provided by the
Committee at any time prior to a Participant’s Termination of Employment, a
Participant’s Termination of Employment for any reason (including death) shall
cause the immediate forfeiture of all Restricted Stock that has not yet vested
as of the date of such Termination of Employment. Unless the Board or the
Committee determines otherwise, all dividends paid on such shares also shall be
forfeited, whether by termination of any escrow arrangement under which such
dividends are held, by the Participant’s repayment of dividends received
directly, or otherwise. 

     11.
Unrestricted Stock. The Committee may grant (or sell at a
purchase price at least equal to par value) shares of Common Stock free of
restrictions under the Program, to such key persons and in such amounts as the
Committee shall determine in its sole discretion. Shares may be thus granted or
sold in respect of past services or other valid consideration. 

     12. Stock
Units.

          (a)
Stock Unit Grants. The Committee may grant Stock Units to such key
persons, in such amounts, and subject to such terms and conditions as the
Committee shall determine in its discretion, subject to the provisions of the
Program. The terms of a grant of Stock Units shall be contained in an Agreement,
which shall contain the number of Stock Units granted, whether the Stock Unit is
subject to vesting and, to the extent applicable, when the Stock Units vest,
when the shares of Common Stock will be issued and any additional terms and
conditions not inconsistent with this Program that the Committee deems to be
appropriate. Unless the applicable Agreement provides otherwise, a share of
Common Stock will be issued immediately upon vesting of a Stock Unit. Stock
Units may be awarded independently of or in connection with any other Award
under the Program. 

          (b)
Nontransferability. Stock Units may not be sold, assigned, transferred,
pledged or otherwise encumbered or disposed of except as otherwise specifically
provided in this Program or the applicable Agreement. 

          (c)
Vesting. Stock Units may be granted fully vested or subject to vesting.
If a Stock Units is subject to vesting, the Committee at the time of grant shall
specify the date or dates (which may depend upon or be related to a period of
continued employment with the Company, the attainment of performance goals or
other conditions or a combination of such conditions) on which the Stock Units
shall vest. 

          (d)
Termination of Employment. Except as may otherwise be provided by the
Committee at any time prior to a Participant’s Termination of Employment, a
Participant’s termination of employment for any reason (including death) shall
cause the immediate forfeiture of all Stock Units that have not yet vested as of
the date of such Termination of Employment. 

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     13. Consents and Approvals. If the Committee shall
at any time determine that any Consent (as hereinafter defined) is necessary or
desirable as a condition of, or in connection with, the issuance of shares under
the Program or the taking of any other action thereunder (each such action being
hereinafter referred to as a “Program Action”), then such Program Action shall
not be taken, in whole or in part, unless and until such Consent shall have been
effected or obtained to the full satisfaction of the Committee. The term
“Consent” as used herein with respect to any Program Action means (a) any and
all listings, registrations or qualifications in respect thereof upon any
securities exchange or under any federal, state or local law, rule or
regulation, (b) any and all written agreements and representations by the
Participant with respect to the disposition of shares, or with respect to any
other matter, which the Committee shall deem necessary or desirable to comply
with the terms of any such listing, registration or qualification or to obtain
an exemption from the requirement that any such listing, qualification or
registration be made and (c) any and all consents, clearances and approvals in
respect of a Program Action by any governmental or other regulatory bodies.


     14. Change
in Control. 

          (a)
Change in Control Defined. A “Change in Control” shall be deemed to have
occurred at such time as: 

              
(i) a “person” or “group” within the meaning of
Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) (other
than the Company or any of its Subsidiaries or any employee benefit plans of the
Company or any of its Subsidiaries or any Permitted Holders) becomes the direct
or indirect “beneficial owner”, as defined in Rule 13d-3 under the Exchange Act,
of 50% or more, in the aggregate, of the voting power of the (x) Common Stock
and Class B Common Stock then outstanding or (y) other capital stock into which
the Common Stock or Class B Common Stock is reclassified or changed; 

              
(ii) the consummation of any share exchange,
consolidation or merger of the Company pursuant to which the Common Stock will
be converted into cash, securities or other property or any sale, lease or other
transfer in one transaction or a series of transactions of all or substantially
all of the consolidated assets of the Company and its Subsidiaries, taken as a
whole, to any person other than to a Subsidiary of the Company; provided,
however, that a transaction where the holders of the Common Stock and the Class
B Common Stock immediately prior to such transaction own, directly or
indirectly, more than 50% of aggregate voting power of all classes of common
equity of the continuing or surviving corporation or transferee entitled to vote
generally in the election of directors immediately after such event shall not be
a Change in Control; 

              
(iii) the Continuing Directors cease to constitute at
least a majority of the Company’s board of directors; or 

              
(iv) the stockholders of the Company approve any plan
or proposal for the liquidation or dissolution of the Company.

          “Permitted Holder” means each of Dr. Felix Zandman
or his wife, children or lineal descendants (including the estate of any such
person), the Estate of Mrs. Luella B. Slaner or her children or lineal
descendants, any trust established for the benefit of such persons, or any
“person” (as such term is used in Section 13(d) or 14(d) of the Exchange Act),
directly or indirectly, controlling, controlled by or under common control with
any such person mentioned in this paragraph or any trust established for the
benefit of such persons or any charitable trust or non-profit entry established
by a Permitted Holder, or any group in which such Permitted Holders hold more
than a majority of the voting power of the Common Stock and Class B Common Stock
deemed to be beneficially owned by such group. 

          “Continuing
Director” means a director who either was a member of the Board of Directors on
April 1, 2008 or who becomes a member of the Board of Directors subsequent to
that date and whose election, appointment or nomination for election by the
stockholders of the Company is duly approved by a majority of the Continuing
Directors on the Board of Directors at the time of such approval, either by a
specific vote or by approval of the proxy statement issued by the Company on
behalf of the Board of Directors in which such individual is named as nominee
for director. 

A-8 







          (b)
Effect of a Change in
Control. 

              
(i) Upon the occurrence of a Change in Control, the
Committee may cause all or some of the Awards outstanding under the Program to
be fully vested as of the effective date of the Change in Control. 

              
(ii) Upon the occurrence of a Change in Control that
results in (i) a dissolution or liquidation of the Company, (ii) a sale of all
or substantially all of the Company’s assets, (iii) a merger or consolidation
involving the Company in which the Company is not the surviving corporation or
(iv) a merger or consolidation involving the Company in which the Company is the
surviving corporation but the holders of shares of Common Stock receive
securities of another corporation and/or other property, including cash, the
Committee shall, in its absolute discretion (which may include not treating all
Options uniformly), elect to either: 

                   
(1) amend each Stock Option so that it becomes
exercisable in full at least two weeks before the occurrence of such event and
expires upon the occurrence of such event; 

                   
(2) cancel, effective immediately prior to the
occurrence of such event, each Stock Option outstanding immediately prior to
such event (whether or not then exercisable), and, in full consideration of such
cancellation, pay to the Participant an amount in cash, for each share of Common
Stock subject to such Stock Option equal to the excess of (x) the value, as
determined by the Committee in its absolute discretion, of the property
(including cash) received by the holder of a share of Common Stock as a result
of such event over (y) the Exercise Price of such Stock Option; or 

                   
(3) provide for the exchange of each Stock Option
outstanding immediately prior to such event (whether or not then exercisable)
for an option on some or all of the property which a holder of the number of
shares of Common Stock subject to such Stock Option would have received and,
incident thereto, make an equitable adjustment as determined by the Committee in
its absolute discretion in the Exercise Price of the Stock Option, or the number
of shares or amount of property subject to the Stock Option or, if appropriate,
provide for a cash payment to the Participant in partial consideration for the
exchange of the Stock Option. 

     15. Limitations Imposed by Section 162(m) 

         
(a) Qualified Performance-Based
Compensation. The Committee may
make the granting and/or vesting of an Award subject to the attainment of one or
more pre-established objective performance goals during a performance period, as
set forth below. It is intended that the compensation realized by the
Participant from such Awards would qualify as “qualified performance-based
compensation” within the meaning of Code section 162(m). 

              
(i) Performance Goals. Prior to the ninety-first (91st) day of the
applicable performance period or during such other period as may be permitted
under section 162(m) of the Code, the Committee shall establish one or more
objective performance goals with respect to such performance period. Such
performance goals shall be expressed in terms of one or more of the following
criteria: (a) earnings (either in the aggregate or on a per-share basis,
reflecting dilution of shares as the Committee deems appropriate and, if the
Committee so determines, net of or including dividends); (b) adjusted net income
(meaning net income, excluding specified items of income, expense, gain or loss,
including, without limitation, any or all of restructuring and related severance
costs, fixed asset or inventory write-downs and related purchase commitment
charges, impairment charges for goodwill or indefinite-lived intangible assets,
and individually material one-time gains or charges); (c) adjusted operating
income (meaning operating income, excluding specified items of income, expense,
gain or loss, including, without limitation, any or all of restructuring and
related severance costs, fixed asset or inventory write-downs and related
purchase commitment charges, impairment charges for goodwill or indefinite-lived
intangible assets, and individually material one-time gains or charges), (d)
gross or net sales; (e) cash flow(s) (including either operating or net cash
flows); (f) financial return ratios; (g) total shareholder return, shareholder
return based on growth measures or the attainment by the shares of a specified
value for a specified period of time, share price or share price appreciation;
(h) value of assets, return or net return on assets, net assets or capital
(including invested capital); (i) adjusted pre-tax margin; (j) margins, profits
and expense levels; (k) dividends; (l) market share, market penetration or other
performance measures with respect to specific designated products or product
groups and/or specific geographic areas; (m) reduction of losses, loss ratios or
expense ratios; (n) reduction in fixed costs; (o) operating cost management; (p)
cost of capital; (q) debt reduction; (r) productivity improvements; (s)
inventory turnover measurements; or (t) customer satisfaction based on specified
objective goals or a Company-sponsored customer survey. Each such performance
goal (A) may be expressed (1) with respect to the Company as a whole or with
respect to one or more divisions or business units, (2) on a pre-tax or
after-tax basis, (3) on an absolute and/or relative basis, and (B) may employ
comparisons with past performance of the Company (including one or more
divisions) and/or the current or past performance of other companies, and in the
case of earnings-based, net income-based or operating income-based measures, may
employ comparisons to net revenues, capital, stockholders’ equity and shares
outstanding. 

A-9 







          To the extent applicable, the measures used in
performance goals set under the Program shall be determined in accordance with
generally accepted accounting principles (“GAAP”) and in a manner consistent
with the methods used in the Company’s regular reports on Forms 10-K and 10-Q,
without regard to any of the following, unless otherwise determined by the
Committee consistent with the requirements of section 162(m)(4)(C) and the
regulations thereunder: 

                    (1) all
items of gain, loss or expense for a fiscal year that are related to special,
unusual or non-recurring items, events or circumstances affecting the Company or
the financial statements of the Company; 

                    (2) all
items of gain, loss or expense for a fiscal year that are related to (i) the
disposal of a business or discontinued operations or (ii) the operations of any
business acquired by Company during the fiscal year; and 

                    (3) all
items of gain, loss or expense for a fiscal year that are related to changes in
accounting principles or to changes in applicable law or regulations.


                    (4) To the
extent any objective performance goals are expressed using any earnings or
sales-based measures that require deviations from GAAP, such deviations shall be
at the discretion of the Committee and established at the time the applicable
performance goals are established. 

               (ii) Performance Period. The Committee in its sole discretion shall determine
the length of each performance period. 

          (b) Nonqualified Deferred Compensation. Notwithstanding any other provision hereunder, if and to the extent
that the Committee determines the Company’s federal tax deduction in respect of
an Award may be limited as a result of section 162(m) of the Code, with respect
to Restricted Stock or Stock Units, the Committee may require the Participant to
surrender to the Committee any certificates with respect to Restricted Stock and
agreements with respect to Stock Units, in order to cancel the awards of such
Restricted Stock or Stock Units. In exchange for such cancellation, the
Committee shall credit to a book account a cash amount equal to the Fair Market
Value of the shares of Common Stock subject to such Awards. The amount credited
to the book account shall be paid to the Participant within 30 days after the
date that compensation paid to the grantee no longer is subject to the deduction
limitation under section 162(m) of the Code. The Participant shall have no
rights in respect of such book account and the amount credited thereto shall not
be transferable by the Participant other than by will or laws of descent and
distribution. The Committee may credit additional amounts to such book account
as it may determine in its sole discretion. Any book account created hereunder
shall represent only an unfunded, unsecured promise by the Company to pay the
amount credited thereto to the Participant in the future. 

     16. Tax
Withholding. The Company shall withhold any taxes required to be
withheld by federal, state or local government in connection with an Award. The
Company shall have the right to require a Participant to remit to the Company an
amount sufficient to satisfy any federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for
shares. A Participant may pay the withholding tax in cash, or, if the Agreement
provides, a Participant may also elect to have the number of shares of Common
Stock he is to receive reduced by the smallest number of whole shares of Common
Stock which, when multiplied by the Fair Market Value of the shares determined
as of the date on which the amount of tax to be withheld is determined, is
sufficient to satisfy federal, state and local, if any, withholding taxes
arising from the Award. Any such election must be made on or before the date on
which the amount of tax required to be withheld is determined. 

A-10 







     17. Right of Discharge Reserved. Nothing in the Program or in any Agreement shall confer upon any
Participant the right to continue as an Employee or executive officer of the
Company or any Subsidiary, or affect any right which the Company may have to
terminate such Employee or executive officer. 

     18. Amendment. 

         
(a) In General. The Board may amend the Program, and the Committee may amend any
outstanding Agreement, in any respect whatsoever, except that, other than
pursuant to Section 14(b), no amendment to an outstanding Agreement shall
materially impair any rights or materially increase any obligations of any
Participant under any Award without the consent of the Participant (or, after
the Participant’s death, the person succeeding to the Participant’s interests
with respect to the Award). An amendment shall be subject to stockholder
approval to the extent necessary for compliance with Code section 162(m) and
other applicable law or regulation. 

         
(b) Repricing of Options and Cash
Buyouts. Notwithstanding any
provision in the Program to the contrary, neither the Board nor the Committee
may, without obtaining prior approval by the Company’s shareholders: 

              
(i) Reduce the Exercise Price of any issued and
outstanding Option granted under the Program at any time during the term of such
Option (other than by adjustment pursuant to Section 4(b) of the Program
relating to changes in capitalization); or 

              
(ii) Authorize the Company to purchase Options or
exchange Options for cash or other property, except to the extent specifically
authorized under circumstances described in Section 7, Section 14(b) or Section
16 of the Program relating to Immaculate Cashless Exercise, change in control
and tax withholding, respectively. 

     19. Term of the Program. This Program initially
became effective on July 6, 2010, the date approved by the stockholder of the
Company. The Program, as amended and restated, is effective on June 2, 2011, the
date the amendment and restatement was adopted by the Board. The Program shall
terminate upon the earlier of (i) the date on which all Common Stock available
under this Program have been issued, (ii) May 21, 2023, or (iii) the termination
of this Program by the Committee subject to approval of the Board of Directors
of the Company. No Award may be granted after the termination of the Program.
Any outstanding Awards as of the date the Program terminates shall remain in
full force and effect, subject to the terms of the Program and the relevant
Agreement relating to such Award. 

     20. Indemnification.
Each person who is or shall have
been a member of the Committee, or of the Board of Directors, shall be
indemnified and held harmless by the Company from and against any loss, cost,
liability or expense that may be imposed upon or reasonably incurred by such
person in connection with or resulting from any claim, action, suit or
proceeding to which such person may be a party or in which such person may be
involved by reason of any action taken or failure to act under the Program and
against and from any and all amounts paid by such person in settlement thereof
with the Company’s approval, or paid by such person in satisfaction of any
judgment in any such action, suit or proceeding against such person, provided
such person shall give the Company an opportunity, at its own expense, to handle
and defend the same before such person undertakes to handle and defend it on
such person’s own behalf. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled from the Company, as a matter of law, or otherwise. 

     21. Successors.
All obligations of the Company
under the Program, with respect to any Award granted hereunder, shall be binding
on any successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger consolidation or otherwise, of
all or substantially all of the business and/or assets of the Company.


     22. Severability. In the event any provision of the Program shall be held illegal or
invalid for any reason, such illegality or invalidity shall not affect the
remaining parts of the Program, and the Program shall be construed and enforced
as if the illegal or invalid provision had not been included. 

     23. Governing Law.
This Program and any grant of
Awards made and any action taken hereunder shall be subject to and construed and
interpreted in accordance with the laws of the State of Delaware, without giving
effect to principles of conflict of laws.

A-11 







VISHAY PRECISION GROUP,
INC.

2010 Stock Incentive
Program

2010 ISRAELI
ADDENDUM 

     This 2010 Israeli Addendum is implemented for appropriate administration
of the 2010 Stock Incentive Program in Israel. It shall form a part of the 2010
Stock Incentive Program of Vishay Precision Group Inc., and it shall apply only
to Employees who are (i) deemed residents of the State of Israel for the purpose
of Israeli tax laws; and (ii) employed by Vishay Precision Group, Inc. or any of
its Israeli Subsidiaries.

 

 

 

 

 

 

 

A-12 







Vishay Precision Group
Inc.

2010 Stock Incentive
Program

2010 ISRAELI
ADDENDUM 





	1.
	Purpose of the
Addendum: This 2010 Israeli Addendum shall form an integral part of the 2010
Stock Incentive Program (the “Program”) of Vishay Precision Group Inc.
(the "Company"), and it shall apply only to Employees who are (i) deemed
residents of the State of Israel for the purpose of Israeli tax laws; and (ii)
employed by the Company or any of its Israeli Subsidiaries. 

	 	 
	 	This Addendum modifies the Program so that it
shall comply with the requirements set by the Israeli Tax Ordinance and the
Rules (as defined below).

The Program and this 2010 Israeli Addendum are
complimentary to each other and shall be read and deemed as one. Any
requirements provided in this Addendum shall be in addition to the requirements
provided in the Program and in the Agreement. In the event of a conflict,
whether explicit or implied, between the provisions of the Program and this
Addendum, the latter shall govern and prevail. 

	 	 
	2.	Definitions:
	          	 
		(a)	Unless otherwise defined herein, the terms defined in the Program
      shall have the same defined meaning in this Addendum.
		          	
		(b)	For the purposes of this Addendum, the following terms shall have
      the meaning ascribed thereto as set forth below:
	 
			(i)	"Addendum" means this
      2010 Israeli Addendum, as amended from time to time.
	 		              	
			(ii)	"Rights" means stock options, stock and stock units granted by the Company granted in accordance with the terms of the Program.
	 
			(iii)	"Additional
      Rights" means any
      distribution of rights granted in accordance with the terms of the
      Program, in connection with 102 Trustee Rights (as defined below) and/or
      with the Common Shares issued pursuant to such Rights.
	 
			(iv)	"Controlling
      Shareholder" shall have the
      same meaning ascribed to it in Section 32(9) of the Tax Ordinance (as
      defined below).
	 
			(v)	"Employee" shall have
      the same meaning ascribed to it Section 102.
	 
			(vi)	"Lock-up
      Period" means the period
      during which the Trustee shall hold on behalf of the Employee Section 102
      Trustee Rights granted to an Employee or, the underlying Common Shares as
      well as any Additional Rights distributed in connection therewith, in
      accordance with the terms and conditions set forth in Section 102,
      pursuant to the Company's Section 102(b) Route Election, as applicable, and the Rules.
	 
			(vii)	"Section
      102" means Section 102 of
      the Israeli Income Tax Ordinance [New Version], 1961 and the Rules, as
      applicable, and any regulations, rules, orders or procedures promulgated
      thereunder, all as amended from time to time.
	 
	 		(viii)	“Non-Employee” means
      a consultant, adviser, service provider or any other person who is not an
      Employee.
	 
			(ix)	"Rules" means Income
      Tax Rules (Tax Relief upon the Allotment of Shares to Employees),
      2003.


A-13 







			(x)	"Section
      3(i)" means Section 3(i) of
      the Tax Ordinance and the applicable rules or regulations thereto, all as
      amended from time to time.
			              	 
			(xi)	"Section 3(i)
      Right" means a Right
      granted pursuant to Section 3(i).
			 
			(xii)	“Section 102 Trustee
      Right" means a Right
      intended to qualify, under the provisions of Section 102(b) of the Tax
      Ordinance (including the Section 102(b) Route Election), as
    either:
			 
				i.	“Ordinary Income Right Through a
      Trustee” for the special
      tax treatment under Section 102(b)(1) and the “Ordinary Income Route”,
      or
			 	          	
				ii.	“Capital Gain Right Through a
      Trustee"” for the special
      tax treatment under Section 102(b)(2) and the “Capital
Route”.
			 
			(xiii)	“Section 102(b) Route
      Election” means the right
      of the Company to choose either the “Capital Route” (as set under Section
      102(b)(2)), or the “Ordinary Income Route” (as set under Section
      102(b)(1)), but subject to the provisions of Section 102(g) of the Tax
      Ordinance, as further specified in Section 5 below.
			 
			(xiv)	“Section 102
      Non-Trustee Right” means a
      Right granted not through a trustee under the terms of Section 102(c) of
      the Tax Ordinance.
			 
			(xv)	“Tax
      Ordinance” means the
      Israeli Income Tax Ordinance, 1961.
			 
			(xvi)	"Trustee" means a
      person or an entity, appointed by the Company and approved in accordance with
      the provisions of Section 102, to hold in trust on behalf of the Employees
      the granted Rights, or the underlying Common Shares, as well as all Additional
      Rights granted in connection therewith, in accordance with the provisions
      of Section 102.
			 
			(xvii)	"Trust
      Agreement" means a written
      agreement between the Company and the Trustee, which sets forth the terms
      and conditions of the trust and is in accordance with the provisions of
      Section 102.
	          	          	 	
	
      3.
	
      Administration:
      Further to the authorities of the Committee, as detailed in Section 3 of
      the Program, with regard to this Addendum, the Committee shall have full
      power and authority, at all times, to: (i) designate Rights as an: Section
      102 Trustee Right, Section 102 Non-Trustee Right or Section 3(i) Right;
      (ii) make a Section 102(b) Route Election (subject to the limitations set
      under Section 102(g)); and (iii) determine any other matter and execute
      any document which are necessary or desirable for, or incidental to, the
      administration of the Addendum and the grant of Rights
      hereunder.

	 	 
	
      4.
	
      Eligibility: Subject
      to the terms and conditions of the Program, Section 102 Trustee Rights and
      Section 102 Non-Trustee Rights may be granted only to Employees of the
      Company or its Subsidiary provided that such Subsidiary is "employing
      company" within the meaning of Section 102(a) of the Tax Ordinance.
      Section 3(i) Rights may be granted only to Non-Employees and/or Employees
      who are Controlling Shareholders prior to and/or after the issuance of the
      Rights.

	 	 
	
      5.
	
      Section 102(b)
      Route Election: No Section
      102 Trustee Rights may be granted under this Addendum to any eligible
      Employee, unless and until, the Company's election of the type of Section
      102 Trustee Rights, either as "Ordinary Income Right Through a Trustee" or
      as "Capital Gain Right Through a Trustee", is appropriately filed with the
      Income Tax Authorities before the first date of grant of Section 102
      Trustee Right. Such Section 102(b) Route Election shall become effective
      beginning the first date of grant of a Section 102 Trustee Right under
      this Addendum and shall remain in effect until the end of the year
      following the year during which the Company first granted Section 102
      Trustee Rights. The Section 102(b) Route Election shall obligate the
      Company to grant only the type of
      Section 102 Trustee Right it has elected, and shall apply to all Employees
      who were granted Section 102 Trustee Rights during the period indicated
      herein, all in accordance with the provisions of Section 102(g) of the Tax
      Ordinance. For avoidance of doubt, it is clarified that the Company does
      not obligate itself to file a Section 102(b) Route Election, and in any
      case, such Section 102(b) Route Election shall be at the sole discretion
      of the Company. It is further clarified that such Section 102(b) Route
      Election shall not prevent the Company from granting Section 102
      Non-Trustee Rights simultaneously.







A-14 







	
      6.
    
	
      Trustee:

		 
		(a)	Section
      102 Trustee Rights, which shall be granted under the Addendum and any
      Common Shares issued pursuant to such Rights shall be issued to the
      Trustee who shall hold the same in trust for the benefit of the Employees
      at least for the applicable Lock-up Period. Upon the expiration of the
      Lock-up Period and subject to any further period included in the Program
      and/or in the Agreement, the Trustee may release Section 102 Trustee
      Rights or Common Shares issued pursuant to such Rights to Employee only
      after the Employee's full payment of his or her tax liability in
      connection therewith due pursuant to the Tax Ordinance and the
      Rules.
		 
		(b)	Notwithstanding the above, in the event that an Employee shall
      elect to release Section 102 Trustee Rights or the Common Shares issued
      pursuant to such Rights prior to the expiration of the Lock-up Period, the
      sanctions under Section 102 shall apply to and shall be borne solely by
      the Employee.
		 
		(c)	Any
      Additional Rights distributed to Employees shall be deposited with and/or
      issued to the Trustee for the benefit of the Employees, and shall be held
      by the Trustee for the applicable Lock-up Period in accordance with the
      provisions of Section 102 and the Rules.
		 
		(d)	Upon
      receipt of Section 102 Trustee Rights, an Employee will sign the
      Agreement, which shall be deemed as the Employee’s undertaking to exempt
      the Trustee from any liability in respect of any action or decision duly
      taken and bona fide
      executed in relation with
      the Plan, the Addendum and any Right, Common Share or other rights
      received by the Employee in connection therewith.
		 
		(e)	The
      Trustee and the Employees shall comply with the Tax Ordinance, the Rules
      and the provisions of the Trust Agreement.
		          	
	
      7.
	
      Issuance Section
      102 Trustee Rights: The
      Company may grant Section 102 Trustee Rights after the passage of thirty
      (30) days' following the delivery, to the appropriate Israeli Income Tax
      Authorities, of a request for approval of the Program and the Addendum as
      well as the Trustee according to Section 102. Notwithstanding the above,
      if within ninety (90) days' following the delivery of such request, the
      tax officer notifies the Company of its decision not to approve the
      Program and/or the Addendum, the Rights, which were intended to be granted
      as Section 102 Trustee Rights, shall be deemed to be Section 102
      Non-Trustee Rights, unless otherwise was approved by the tax officer.
      

		 
	
      8.
	
      Fair Market
      Value: Without derogating
      from the definition of Fair Market Value in the Program and solely for the
      purpose of determining the tax liability with respect to the grant of
      Capital Gain Right Through a Trustee pursuant to Section 102(b)(3), (i) if
      at the Date of Grant the Company’s stock is listed on any established
      stock exchange or a national market system or if the Company’s stock will
      be registered for trading within ninety (90) days following the Date of
      Grant, the Fair Market Value of a share of Common Stock at the Date of
      Grant shall be determined in accordance with the average value of the
      Company’s Common Stock on the thirty (30) trading days preceding the Date
      of Grant or on the thirty (30) trading days following the date of
      registration for trading, as the case may be; (ii) if the stock is
      regularly quoted by a recognized securities dealer but selling prices are
      not reported, the Fair Market Value shall be the mean between the high bid
      and low asked prices for the Common Stock on the last market trading day
      prior to the day of determination; or (iii) in the absence of an
      established market, the Fair Market Value thereof shall be determined in
      good faith by the Company. 

		 
	
      9.
	
      Tax
      Consequences:

		 
	          	
      (a)
	
      Any tax consequences
      arising from the grant or exercise of any Right, from the payment for
      Common Shares covered thereby or from any other event or act (of the
      Employee, the Company, its Subsidiaries or the Trustee) hereunder, shall
      be borne solely by the Employee. The Company and/or its Subsidiaries
      and/or the Trustee shall withhold taxes according to the requirements
      under the Tax Ordinance, the Rules and any other applicable laws, rules,
      and regulations, including withholding taxes at source. The Company and/or
      the Trustee shall not be required to release any Share certificate to the
      Employee until all required payments have been fully made.

      Furthermore, the
      Employee shall agree to indemnify the Company, the Subsidiary that employs
      the Employee and the Trustee and hold them harmless against and from any
      and all liability for any such tax or interest or penalty thereon,
      including without limitation, liabilities relating to the necessity to
      withhold, or to have withheld, any such tax from any payment made to the
      Employee. 



A-15 







		(b)	In the
      event that Employee shall cease to be employed by the Company or its
      Subsidiary for any reason, the Employee shall be obligated upon the
      Company's, the Subsidiary's or the Trustee's first demand to provide the
      Company, its Subsidiary and the Trustee with a security or guarantee, in
      the degree and manner satisfactory to them, to cover any future tax
      obligation resulting from the disposition of the Rights and/or the Common
      Shares acquired thereunder.
		          	 
		(c)	With
      regard to Section 102 Trustee Rights, to the extent Section 102 and/or the
      Assessing Officer's approval require the Addendum to contain specified
      provisions in order to qualify the Rights for preferential tax treatment,
      such provisions shall be deemed to be stated in this Addendum and to be an
      integral part hereof.
	 
	10.	Non-Transferability:
      Notwithstanding anything in the Program to the contrary, with regard to
      Section 102 Trustee Rights and the shares of Common Stock issued pursuant
      to such Rights, as long as such Rights and/or Shares are held by the
      Trustee on behalf of the Employee, all rights of the Employee with respect
      thereto are personal and cannot be transferred, assigned, pledged or
      mortgaged, other than by will or by the laws of descent and
      distribution.
	          	 
	11.	Governing Tax Law:
      This Addendum and all instruments issued thereunder or in connection
      therewith shall be governed by and construed and enforced in accordance
      with the tax laws of the state of Israel, without giving effect to the
      principles of conflict of laws.
	 
	12.	Effectiveness: This
      Addendum shall be effective with respect to Rights granted prior to or
      after its adoption by the Company.


*         
*          * 

A-16