exhibit10-5.htm


    FORM OF TRANSITION SERVICES AGREEMENT


     

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

     

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

     

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

     

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

     

         NOW, THEREFORE, in consideration of the mutual
promises, covenants, agreements, representations and warranties contained
herein, and for other good and valuable consideration the receipt and adequacy
of which are hereby acknowledged, the Parties hereby agree as follows:


     

    Article
1
Services

     

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


     

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

     

    

    
    


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

     

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

     

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


     

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

     

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

     

    2 

     

    

    
    


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

     

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

     

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

     

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

     

    Article
2
Compensation; Billing 

     

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

     

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

     

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

     

    3 

     

    

    
    


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

     

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

     

    Article
3
Cooperation and Consents 

     

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

     

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

     

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

     

    Article
4
Confidentiality 

     

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

     

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

     

    4 

     

    

    
    


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

     

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


     

    Article
5
Intellectual Property 

     

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


     

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

     

    5 

     

    

    
    


    Article
6
Remedies and Limitation of
Liability 

     

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

     

         6.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL,
CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE DAMAGES OR LOST
PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER COMMERCIAL OR ECONOMIC
LOSS OF ANY KIND, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING
NEGLIGENCE) ARISING IN ANY WAY OUT OF THIS SERVICES AGREEMENT, WHETHER OR NOT
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES; PROVIDED,
HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S
INDEMNIFICATION OBLIGATIONS FOR LIABILITIES WITH RESPECT TO THIRD PARTY CLAIMS, AS SET FORTH IN
ARTICLE 7.

     

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

     

    Article
7
Indemnification 

     

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

     

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

     

    6 

     

    

    
    


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

     

    Article
8
Excusable Delays 

     

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


     

    Article
9
Independent Contractor 

     

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

     

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

     

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

     

    7 

     

    

    
    


    Article
10
Compliance With Laws 

     

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

     

    Article
11
Term and Termination 

     

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

     

         11.2 [Intentionally omitted.] 

     

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

     

         (a) By written agreement of the Parties; 

     

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

     

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

     

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

     

    8 

     

    

    
    


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

     

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

     

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

     

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

     

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

     

    Article
12
Notices 

     

         All notices, demands and other communications
required to be given to a Party hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered, sent by a nationally
recognized overnight courier, transmitted by facsimile, or mailed by registered
or certified mail (postage prepaid, return receipt requested) to such Party at
the relevant street address, facsimile number or e-mail address set forth below
(or at such other street address, facsimile number or e-mail address as such
Party may designate from time to time by written notice in accordance with this
provision): 

     

    9 

     

    

    
    


    If to Provider, to: 

     

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

     

    with a copy to: 

     

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

     

    If to Recipient, to: 

     

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

    with a copy to: 

     

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

     

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

     

    Article
13
Governing Law and Dispute
Resolution 

     

         13.1 Governing Law. This Services Agreement and the legal
relations between the parties hereto shall be governed by and construed in
accordance with the laws of the State of  New York, without regard to the conflict of laws rules thereof to the
extent such rules would require the application of the law of another
jurisdiction. 

     

    10

     

    

    
    


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

     

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

     

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

     

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


     

    11 

     

    

    
    


    Article
14
Miscellaneous 

     

         14.1 Amendment. No provisions of this Services Agreement
shall be amended, modified or supplemented by any Party, unless such amendment,
supplement or modification is in writing and signed by the authorized
representative of the Party against whom it is sought to enforce such amendment,
supplement or modification. 

     

         14.2 Waiver.

     

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

     

         (b) Waiver by any Party of any default by the other Party of any provision of
this Services Agreement shall not be construed to be a waiver by the waiving
party of any subsequent or other default, nor shall it in any way affect the
validity of this Services Agreement or any Party or prejudice the rights of the
other Party thereafter to enforce each and ever such provision. No failure or
delay by any Party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. 

     

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

     

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

     

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

     

    12 

     

    

    
    


         14.6 Severability. If any provision of this Services Agreement
or the application thereof to any person or circumstance is determined by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remaining provisions hereof, or the application of such provision to persons or
circumstances or in jurisdictions other than those as to which it has been held
invalid or unenforceable, shall remain in full force and effect and shall in no
way be affected, impaired or invalidated thereby, so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner adverse to any Party. Upon such determination, the Parties shall
negotiate in good faith in an effort to agree upon such a suitable and equitable
provision to effect the original intent of the Parties. 

     

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

     

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

     

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

     

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


     

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

     

    13 

     

    

    
    


         14.12 Consent to Jurisdiction. Subject to the provisions of Section 13.2, each of the Parties irrevocably submits to
the jurisdiction of the federal and state courts located in Philadelphia,
Pennsylvania and the City of New York, Borough of Manhattan for the purposes of
any suit, action or other proceeding to compel arbitration, for the enforcement
of any arbitration award or for specific performance or other equitable relief
pursuant to Section 14.11 Each of the Parties further agrees that
service of process, summons or other document by U.S. registered mail to such
parties address as provided in Article 12 shall be effective service of process for any
action, suit or other proceeding with respect to any matters for which it has
submitted to jurisdiction pursuant to this Section 14.12. Each of the Parties irrevocably waives any
objection to venue in the federal and state courts located in Philadelphia,
Pennsylvania and the City of New York, Borough of Manhattan of any action, suit
or proceeding arising out of this Services Agreement or the transactions
contemplated hereby for which it has submitted to jurisdiction pursuant to this
Section 14.12, and waives any claim that any such action,
suit or proceeding brought in any such court has been brought in an inconvenient
forum. 

     

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

     

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

     

         14.15 Press Releases; Public
Announcements. Neither
Party shall issue any release or make any other public announcement concerning
this Agreement or the transactions contemplated hereby without the prior written
approval of the other Party, which approval shall not be unreasonably withheld,
delayed or conditioned; provided, however, that either Party shall be permitted to make
any release or public announcement that in the opinion of its counsel it is
required to make by law or the rules of any national securities exchange of
which its securities are listed; provided further that it has made efforts that are reasonable
in the circumstances to obtain the prior approval of the other Party.


     

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

     

    14 

     

    

    
    


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


     

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

     

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

     

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

     

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

     

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

     

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


     

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


     

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

     

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


     

         14.17 Entire Agreement. This Services Agreement and the Schedules
hereto, as well as any other agreements and documents referred to herein,
constitute the entire agreement between the Parties with respect to the subject
matter hereof and supersede all previous agreements, negotiations, discussions,
understandings, writings, commitments and conversations between the Parties with
respect to such subject matter. No agreements or understandings exist between
the Parties other than those set forth or referred to herein. 

     

    {Signatures appear on
the following page}

     

    15 

     

    

    
    


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

     

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


    


    

    
    


     SCHEDULE A


     

     TO


     

     TRANSITION SERVICES
AGREEMENT 

     

    
       This Schedule A is comprised of Schedule A-1, Schedule A-2 and Schedule
A-3. The Services to be provided by Provider under Schedule A-1 are referred to
generally as the Corporate Website Services, the EDI Services and the Partners
Services. The Services to be provided by Provider under Schedule A-2 are
referred to generally as the SAP Services. The Services to be provided by
Provider under Schedule A-3 are referred to generally as the Finance Support
Services. In accordance with the Services Agreement, the Services to be provided
hereunder will be provided by Provider through its Subsidiaries and their
respective employees, agents or contractors.  

    

     

    
       Capitalized terms used but not defined herein have the meaning given to
them in that certain Transition Services Agreement, dated the ___ day of
__________, 2010, by and between Vishay Intertechnology, Inc., as Provider, and
Vishay Precision Group, Inc., as Recipient (the “Services Agreement”).
 

    

     

     For the avoidance of doubt, any migration services, whether based on a
change of provider, a change of application or otherwise, are considered
additional services, the terms of which shall be negotiated in good faith by
Provider and Recipient; provided that Provider shall not be required to perform
such migration services, except to the extent that it has available resources
and receives compensation acceptable in its reasonable discretion.
 

     

    
       Vishay Precision Group, Inc., as Recipient may terminate any Service
under this Schedule A by giving Vishay Intertechnology, Inc., as Provider, at
least (30) days’ advance written notice.  

    

     

    
       The parties do not anticipate total payments under the Transition
Services Agreement and this Schedule A to exceed $300,000 in the first twelve
months or $500,000 in the aggregate.  

    

     

    

    
    


     Schedule A-1 


     

     IT SUPPORT SERVICES FOR CORPORATE WEBSITE, EDI AND
PARTNERS 


     

    
      	        	 I. 	        	 Terms and IT services
      provided by Vishay Global Web Services 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	 1. 	 Transition
      Services for Corporate Website 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	        	 a. 	        	 The subject
      “Corporate Website” comprises the relevant web applications and components
      of the Provider’s website which are applicable to the business units
      transferred to Recipient. 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 b. 	
            	 Provider will only provide support for website
      components and applications developed by Provider IT. 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 c. 	
            	 Provider will not be responsible to support
      any modification/enhancement performed by or on behalf of Recipient any
      time after execution of the Services Agreement. 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 d. 	
            	 Provider will provide Corporate Website
      support services (“Corporate Website Services”) for a period, not to
      exceed 18 months, starting on the Distribution Date, subject to extension
      on the terms set forth in the Services Agreement. Upon expiration or
      termination of the Services Agreement, all support for the website and
      related programs will be the sole responsibility of
      Recipient. 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 e. 	
            	 The Corporate Website Services cover 80
      man-hours per month of maintenance support to include non-core
      modifications and software bug corrections, constituting the Initial
      Service Level with respect to the Corporate Website Services. Provider IT
      will allocate proper programmer resources for the website components
      turned over to Recipient. Unused hours from the previous month will not be
      carried over to the succeeding month. In the event the Initial Service
      Level (i.e. the budgeted 80 man-hours) is exceeded, Recipient will be
      charged on a time and material basis at the Standard Support Rate set
      forth in Section III.4 of this Schedule A-1. 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 f. 	
            	 All of Provider’s website custom programs and applications
      are proprietary to Provider and are provided to Recipient for Recipient’s
      use only. Recipient will not copy these programs and will not provide any
      copy to any third party, unless it is needed to support Recipient’s
      operation as it and approved in advance in writing by Provider.
      


    

     

    18 of 23

     

    

    
    


    
      	
            	
            	
            	 2. 	 Transition
      Services for EDI Services 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	        	 a. 	        	 The subject “EDI
      Services” comprises the electronic data interchange services for FOILS
      sales operation on Recipient’s SAP system hosted in
    Malvern. 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 b. 	
            	 The EDI Services will include operational
      support, setup of new customers on EDI, and setup of new EDI message
      types. 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 c. 	
            	 The EDI Services will not include, and
      Provider will not be responsible to support, any modification or
      enhancement performed by or on behalf of Recipient any time after
      execution of the Services Agreement. 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 d. 	
            	 Provider will provide EDI Services for a
      period not to exceed 18 months, starting on the Distribution Date, subject
      to extension on the terms set forth in the Services Agreement. Upon expiration or termination of the
      Services Agreement, all support for the EDI infrastructure and related
      programs will be the sole responsibility of
    Recipient. 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 e. 	
            	 The EDI Services cover 40 man-hours per month
      of maintenance support to include non-core modifications and software bug
      corrections, constituting the Initial Service Level with respect to the
      EDI Services. Provider IT will allocate proper programmer resources.
      Unused hours from the previous month will not be carried over to the
      succeeding month. In the event the Initial Service Level (i.e. the
      budgeted 40 man-hours) is exceeded, Recipient will be charged on a time
      and material basis at the Standard Support Rate set forth in Section III.4
      of this Schedule A-1. 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	 3. 
	 Transition
      Services for Partners Services 
	
            	
            	
            	
            	
            	
            	  
	
            	
            	
            	
            	 a. 	
            	 The subject “Partners” comprises the web SAP-based Internet
      Transaction Services for FOILS sales operation on the Recipient’s SAP
      system hosted in Malvern. “Internet Transaction Services” means SAP’s method of extending business
      applications to a web browser. 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 b. 	
            	 Provider will provide operational support for the seven
      transactions currently available in Partners (the “Partners Services”).
      Addition of new transactions other that the seven currently available in
      Partners is not covered in this Schedule A. 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 c. 	
            	 The Partners Services will not include, and Provider will
      not be responsible to support, any modification or enhancement performed
      by or on behalf of Recipient any time after execution of the Services
      Agreement. In addition, the Partners Services will not include the setup,
      migration, or preparation for any similar Partners implementation other
      than the interface with Recipient’s SAP system. 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 d. 	
            	 Provider will provide Partners Services for a period not to
      exceed 18 months, starting on the Distribution Date, subject to extension
      on the terms set forth in the Services Agreement. Upon expiration or
      termination of the Services Agreement, all support for the Partners
      infrastructure and related programs will be the sole responsibility of
      Recipient. 
	
            	
            	
            	
            	
            	
            	 
	        	   	        	        	 e. 	
            	 The Partners Services cover 40 man-hours per month of
      maintenance support to include non-core modifications and software bug
      corrections, constituting the Initial Service Level with respect to the
      Partners Services. Provider IT will allocate proper programmer resources.
      Unused hours from the previous month will not be carried over to the
      succeeding month. In the event the Initial Service Level (i.e. the
      budgeted 40 man-hours) is exceeded, Recipient will be charged on a
      time-and-material basis at the Standard Support Rate set forth in Section
      III.4 of this Schedule A-1. 


    

     

    19 of
23

     

    

    
    


    
      	
            	 II. 	        	 Recipient’s
      Responsibilities 
	
            	
            	
            	
            	
            	
            	 
  
	
            	
            	
            	
            	 a. 	
            	 Recipient Marcom will be responsible for concept and
      content of the Recipient’s website. 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 b. 	
            	 Recipient, at its sole cost and expense, shall be
      responsible for the registration and subsequent renewal of its website and
      Partners domain. 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 c. 	
            	 Recipient agrees to adopt a key user support community
      concept, where all issues are first escalated to the assigned Recipient
      key user for verification and resolution. 
	
            	
            	
            	
            	
            	
            	 
	        	
            	
            	        	 d. 	        	 Recipient at its sole cost and expense, shall be
      responsible for all operating expenses associated with the operation of
      all the systems, including but not limited to, hardware maintenance,
      software maintenance, communication lines, VAN services and usage charges
      for EDI mailbox , annual license fees where applicable, system supplies
      etc. This includes the operating expenses during the system setup and
      testing period after execution of the Services Agreement. 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 e. 	
            	 Recipient, at its sole cost and expense, shall be
      responsible for providing necessary secured network access, whether
      on-site or remote access, to allow Provider to perform the services set
      forth herein. 
	
            	
            	
            	
            	
            	
            	 
	
            	 III. 	
            	 Services Fees and
      Costs 
	
            	
            	
            	
            	
            	
            	 
  
	
            	
            	
            	 1. 	 Corporate
      Website Services 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 USD 4,000 per month for the Corporate Website Services plus
      any out of pocket expenses for licenses, equipment, hardware, IT
      infrastructure additions to support additional hardware at Recipient,
      transportation of hardware to Recipient sites, and travel-related costs
      (if required for Provider personnel to travel) if not already paid for
      directly by Recipient. 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	 2. 	 EDI
      Services 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 USD 3,200 per month for EDI Services plus any out of pocket
      expenses for licenses, equipment, hardware, IT infrastructure additions to
      support additional hardware at Recipient, transportation of hardware to
      Recipient sites, and travel-related costs (if required for Provider
      personnel to travel) if not already paid for directly by
    Recipient. 
	
            	
            	
            	
            	 
  
	
            	
            	
            	 3. 	 Partners Services 
	
            	
            	
            	
            	 
	
            	
            	
            	
            	 USD 3,200 per month for Partners Services plus any out of
      pocket expenses for licenses, equipment, hardware, IT infrastructure
      additions to support additional hardware at Recipient, transportation of
      hardware to Recipient sites, and travel-related costs (if required for
      Provider personnel to travel) if not already paid for directly by
      Recipient. 
	
            	
            	
            	
            	 
  
	
            	
            	
            	 4. 	 Hourly
      Support Rates 
	 	 	 	 	 
	 	 	 	 	 Standard Website Support
      Rate        – USD 50/hour 
	
            	
            	
            	
            	 
	
            	
            	
            	
            	 Standard EDI/Partners Support Rate – USD
  80/hour 
	
            	
            	
            	
            	 
	
            	
            	
            	
            	 The Standard Website Support Rate applies to hours
      exceeding the Initial Service Level for Corporate Website Services as
      outlined in III.1. 
	
            	
            	
            	
            	 
	
            	
            	
            	
            	
               The Standard EDI/Partners Support Rate
      applies to hours exceeding the Initial Service Level for EDI Services and
      Partners Services as outlined in III.2 and III.3 of this Schedule A-1,
      respectively. 

            


    

     

    20 of 23

     

    

    
    


     Schedule A-2 


     

     IT SUPPORT SERVICES FOR SAP SYSTEMS AND
APPLICATIONS 


     

    
      	        	 I. 	        	 Terms and IT services
      provided by Vishay Global Business Applications
      Services 
	
            	
            	
            	
            	
            	
            	
            	
            	 
    
	
            	
            	
            	 1. 	 Transition
      Services for FOILS Sales operation on SAP 
	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	        	 a. 	        	 Provider will
      provide operating and application maintenance support, including non-core
      modifications and bug fixes for FOILS sales operation on SAP system/client
      co-hosted on the platform (all such support, the “SAP Services”).
      Operational functions within the SAP Services include:

	
            	
            	
            	
            	
            	
            	
            	        	 
	
            	
            	
            	
            	
            	
            	
            	 i. 	 Order Management (three selling companies), 
	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	
            	
            	
            	 ii. 	 Shipping (three selling companies), 
	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	
            	
            	
            	 iii. 	 Invoicing (three selling companies), 
	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	
            	
            	
            	 iv. 	 Finished Goods Inventory Management (one manufacturing
      company), 
	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	
            	
            	
            	 v. 	 Accounts Receivable (three selling companies),

	
            	
            	
            	
            	
            	
            	
            	
            	 
    
	
            	
            	
            	
            	
            	
            	
            	 vi. 	 General Ledger (three selling companies), and 
	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	
            	
            	
            	 vii. 	 Warehousing, 
	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	
            	
            	 as implemented as of the Distribution Date. 
	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 b. 	
            	 The SAP Services will be provided during 8
      work-hours on 5 work-days EST for routine work. Emergencies will be
      attended 24 hours per day, 7 days a week, on a reasonable best efforts
      basis. 
	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 c. 	
            	 The SAP Services cover 160 man-hours per month
      starting from the Distribution Date. Provider IT will allocate the
      respective qualified resources for the services, constituting the Initial
      Service Level with respect to the SAP Services. Unused hours from the
      previous month will not be carried over to the succeeding month. In the
      event the Initial Service Level (i.e. the budgeted 160 man-hours) is
      exceeded, Recipient will be charged on a time and material basis at the
      Standard Support Rate set forth in Section III.2 of this Schedule
      A-2. 
	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 d. 	
            	 Any additional out of pocket costs incurred by
      providing the SAP Services will be charged to Recipient. Any costs
      expected to be above 1000 USD will be sent to Recipient for approval
      before. Provider assumes no responsibility for service failures due to
      delayed approvals or rejections. 
	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 e. 	
            	 Provider will provide the SAP Services for a
      period, not to exceed 18 months, starting from the Distribution Date,
      subject to extension on the terms set forth in the Services Agreement.
      Upon expiration or termination of
      the Services Agreement, Provider will stop all SAP
      services. 
	
            	
            	
            	
            	
            	
            	        	
            	
            
	
            	
            	
            	
            	 f. 	
            	 Provider will hand over all business data to Recipient in
      electronic data files within no later than one week after expiration or
      termination of the Service Agreement. Recipient shall specify to Provider
      in writing the business data to be archived within 90 days prior to
      expiration or termination of the Services Agreement, whichever comes
      first. In the event Recipient
      does not so specify the business data to be archived within such 90-day
      period, Recipient may alternatively receive upon request a complete
      database copy of the applications listed in Section I.1.g of this Schedule
      A-2. 
	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 g. 	
            	 The application hosting will include a productive and a
      test environment on non-mirrored IBM servers (ERP instances) and HP
      servers (warehouse instances) in Vishay corporate datacenter. Backup will
      be done daily. Service level parameters are: 
	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	
            	
            	
            	 i. 	 Annual Uptime: 98% 
	
            	
            	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	
            	
            	
            	 ii. 	 Recovery Time Objective (RTO): 5 work days 
	
            	
            	
            	
            	
            	
            	
            	
            	 
    
	
            	
            	
            	
            	
            	
            	
            	 iii. 	 Recovery Point Objective (RPO): 24 hours
  


    

     

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      	        	 II. 	        	 Recipient’s
      Responsibilities 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	        	 a. 	        	 Provider will be
      able to use its own licenses to operate the SAP systems for FOILS.
      Recipient will pay the respective license depreciation and maintenance
      costs on a per user basis. Any additional costs that should be incurred by
      such a solution will also be charged to Recipient. 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 b. 	
            	 Recipient will pay any costs for additional
      third party software that is used for the FOILS interim system. This may
      include, but is not limited to, the WSW Speedi consignment
      package. 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 c. 	
            	 Recipient will provide the specification of
      the business data to be archived to Provider three months before
      expiration or termination of the Services Agreement. The specification has
      to list the required business objects and record
  formats. 
	
            	
            	
            	
            	
            	
            	 
	
            	 III. 	
            	 Services Fees and
      Costs 
	
            	
            	
            	
            	
            	
            	  
	
            	
            	
            	 1. 	 SAP
      Services 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 a. 	
            	 USD 8,000.00 per month for the SAP Services outlined in
      Section I.1.a.-b of this Schedule A-2. 
	
            	
            	
            	
            	
            	
            	  
	
            	
            	
            	
            	 b. 	
            	 USD 7,400.00 per month for the SAP Services outlined in
      Section I.1.g of this Schedule A-2. 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 c. 	
            	 Any time and material and out of pocket expenses as
      outlined in Section I.1.c.-f of this Schedule A-2. 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 d. 	
            	 USD 47.00 per month
      for each active user in FOILS interim system on the first day of such
      month. Any third party licensing and maintenance costs as outlined in
      II.a.-b 
	
            	
            	
            	
            	
            	
            	  
	
            	
            	
            	 2. 	 Hourly
      Support Rates 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 a. 	
            	 Standard Support Rate: USD 50/hour 
	
            	
            	
            	
            	
            	
            	 For purposes of this Schedule A-2, the Standard Support
      Rate applies to hours exceeding the Initial Service Level for the SAP
      Services 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 b. 	
            	 Development support rate USD 80/hour 
	
            	
            	
            	
            	
            	
            	 The development support rate applies to any development not
      covered by Section I.1.a of this Schedule A-2. This includes but is not
      limited to any major application change requests, the migration support to
      another system within the Provider during the term of the Services
      Agreement, and the archiving of the business data created in the FOILS
      interim system. 


    

     

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     Schedule A-3
 

     FINANCE SUPPORT SERVICES
 

     

    
      	        	 I. 	        	 Terms and Finance
      Support Services to be Provided 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	 1. 	 Finance
      Support Services 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	        	 a. 	        	 This Schedule A-3
      refers to the provision of finance and accounting support from Provider to
      support the closing of SAP Foil for the VPG four selling entities located
      in US, Germany, Israel and Japan (the “Selling Entities”). Provider
      personnel will sit with the Recipient personnel and assist Recipient in
      closing the books for the new companies and in recording all accounts and
      transactions in SAP and otherwise will provide additional financial and
      accounting support services as may be reasonably requested by the Selling
      Entities (the “Finance Support Services”).  
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	
            	 b. 	
            	 Provider will provide Finance Support Services
      to the Recipient until the books of the Selling Entities have been closed
      for the second quarter ending after the Distribution
  Date. 
	
            	
            	
            	
            	
            	
            	 
	
            	 II. 	
            	 Services Fees and
      Costs : 
	
            	
            	
            	
            	
            	
            	 
	
            	
            	
            	 Provider will provide the Finance Support
      Services at an average of $50 per hour per person, $250 per person for
      each half-day (i.e. each 4-hour increment) and $500 per person for each
      full day (i.e. each 8-hour increment), in each case, based upon such
      person receiving $100,000 in annual compensation, working 200 calendar
      days per year, or as the parties may otherwise agree. Recipient will
      reimburse Provider for reasonable business travel expenses incurred by
      Provider and its personnel in connection with the provision of the Finance
      Support Services. 



    

     

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