exhibit.htm


    Portions of this exhibit were omitted and filed separately with the
Secretary of the 

    Securities and Exchange Commission pursuant to an application for
confidential treatment 

    filed with the Securities and Exchange Commission pursuant to Rule 24b-2
under the 

    Securities Exchange Act of 1934. Such portions are marked by
[***].

     

     

    FORM OF SUPPLY AGREEMENT

     

    by and
between

     

    Vishay
Measurements Group, Inc., 

    a
Delaware corporation,

     

    as
Supplier

     

    and

     

    Vishay
S.A., 

    a French
company,

     

    as
Buyer

     

     

    Dated as
of __________, 2010

     

    

    
    


        This SUPPLY AGREEMENT
(this “Agreement”) is made as of __________, 2010 by and
between Vishay Measurements Group, Inc., a Delaware corporation (“Supplier”), and Vishay S.A., a French company
(“Buyer”). Supplier and Buyer each may be referred to
herein as a “Party” and collectively, as the “Parties”.

     

       WHEREAS, subject to the terms, conditions, commitments
and undertakings herein provided, Supplier is willing to manufacture and sell
those products as set forth on Exhibit A hereto (as the same may be
modified from time to time pursuant to the provisions hereof, the “Products”) to Buyer, and Buyer
desires to purchase the Products from Supplier, in such quantities as Buyer
shall request , as provided in this Agreement;

     

        NOW, THEREFORE, in
consideration of the mutual covenants and agreements herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties, intending to be legally bound, agree as
follows:

     

    ARTICLE
I 

    DEFINITIONS

     

        For purposes of this
Agreement, the following terms shall have the meanings specified in this Article
I:

     

        “Affiliate” means, as applied to any Person, any other
Person that, directly or indirectly, controls, is controlled by, or is under
common control with that Person as of the date on which or at any time during
the period for when such determination is being made. For purposes of this
definition, “control” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities or
other interests, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the
foregoing.

     

        “Applicable Law” means any applicable law, statute, rule or
regulation of any Governmental
Authority, or any outstanding order, judgment, injunction, ruling or decree by
any Governmental Authority.

     

        “Buyer” has the meaning set forth in the preamble of
this Agreement.

     

        “Confidential Information” means all proprietary, design or operational
information, data or material including, without limitation: (a) specifications,
ideas and concepts for goods and services; (b) manufacturing specifications and
procedures; (c) design drawings and models; (d) materials and material
specifications; (e) quality assurance policies, procedures and specifications;
(f) customer, client, manufacturer and supplier information; (g) computer
software and derivatives thereof relating to design development or manufacture
of goods; (h) training materials and information; (i) inventions, devices, new
developments, methods and processes, whether patentable or unpatentable and
whether or not reduced to practice; (j) all other know-how, methodology,
procedures, techniques and Trade Secrets; (k) proprietary earnings reports and
forecasts; (l) proprietary macro-economic reports and forecasts; (m) proprietary
marketing, advertising and business plans, objectives and strategies; (n)
proprietary general market evaluations and surveys; (o) proprietary financing
and credit-related information; (p) other copyrightable or patented works; (q)
the terms of this Agreement; and (r) all similar and related information in
whatever form; in each case, of one party which has been disclosed by Supplier
or members of its Group on the one hand, or Buyer or members of its Group, on
the other hand, in written, oral (including by recording), electronic, or visual
form to, or otherwise has come into the possession of, the other
Group.

     

    2

     

    

    
    



        “Firm Order” means Buyer’s non-cancelable purchase order
for Products to be purchased by Buyer from Supplier pursuant to this Agreement
for delivery.

     

        “FOB” has the meaning and usage assigned to such
words in the incoterms rules published by the International Chamber of
Commerce.

     

        “Forecast” means, with respect to any relevant period,
a good faith non-binding forecast, based on information available to Buyer at
the time of such forecast (which information, if reduced to writing, shall be
made available to Supplier upon reasonable request), of the Firm Order for each
Product that Buyer expects to deliver to Supplier for each calendar month during
such period.

     

        “Governmental Authority” means any U.S. or non-U.S. federal, state,
local, foreign or international court, arbitration or mediation tribunal,
government, department, commission, board, bureau, agency, official or other
regulatory, administrative or governmental authority.

     

        “Group” means, with respect to any Person, each
Subsidiary of such Person and each other Person that is controlled directly or
indirectly by such Person.

     

        “Intellectual Property” means all domestic and foreign patents and
patent applications, together with any continuations, continuations-in-part or
divisional applications thereof, and all patents issuing thereon (including
reissues, renewals and re-examinations of the foregoing); design patents;
invention disclosures; mask works; all domestic and foreign copyrights, whether
or not registered, together with all copyright applications and registrations
therefor; all domain names, together with any registrations therefor and any
goodwill relating thereto; all domestic and foreign trademarks, service marks,
trade names, and trade dress, in each case together with any applications and
registrations therefor and all goodwill relating thereto; all Trade Secrets,
commercial and technical information, know-how, proprietary or Confidential
Information, including engineering, production and other designs, notebooks,
processes, drawings, specifications, formulae, and technology; computer and
electronic data processing programs and software (object and source code), data
bases and documentation thereof; all inventions (whether or not patented); all
utility models; all registered designs, certificates of invention and all other
intellectual property under the laws of any country throughout the
world.

     

        “Last-Time Buy Order” has the meaning set forth in Section 4.5.

     

        “Liability” means, with respect to any Person, any and
all losses, claims, charges, debts, demands, Actions, causes of action, suits,
damages, obligations, payments, costs and expenses, sums of money, accounts,
reckonings, bonds, specialties, indemnities and similar obligations, exoneration
covenants, obligations under contracts, guarantees, make whole agreements and
similar obligations, and other liabilities and requirements, including all
contractual obligations, whether absolute or contingent, matured or unmatured,
liquidated or unliquidated, accrued or unaccrued, known or unknown, joint or
several, whenever arising, and including those arising under any Applicable Law,
action, threatened or contemplated action (including the costs and expenses of
demands, assessments, judgments, settlements and compromises relating thereto
and attorneys’ fees and any and all costs and expenses, whatsoever reasonably
incurred in investigating, preparing or defending against any such actions or
threatened or contemplated actions) or order of any Governmental Authority or
any award of any arbitrator or mediator of any kind, and those arising under any
contract, in each case, whether or not recorded or reflected or otherwise
disclosed or required to be recorded or reflected or otherwise disclosed, on the
books and records or financial statements of any Person, including any Liability
for taxes.

     

    

    
    



        “Person” (whether or not initially capitalized) means
any corporation, limited liability company, partnership, firm, joint venture,
entity, natural person, trust, estate, unincorporated organization, association,
enterprise, government or political subdivision thereof, or Governmental
Authority.

     

        “Product” has the meaning set forth in the preamble of
this Agreement.

     

        “Product Warranty” has the meaning set forth in Section 6.1(a).

     

        “Raw Materials Cost” means the direct cost of material used in a
finished Product, including the normal quantity of material wasted in the
production process, purchasing costs, inbound freight charges and any applicable
subcontractor charges.

     

        “Six-Month Forecast” means a forward-looking Forecast for a
period of six consecutive calendar months, beginning on July 1 and January 1 of
each calendar year, or, if earlier with respect to any Product, the last day of
the Term for such Product.

     

       “Subsidiary” of any Person 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 Person or by any one or more of its Subsidiaries, or by such Person and
one or more of its Subsidiaries; provided, however, that no Person that is not
directly or indirectly wholly-owned by any other Person shall be a Subsidiary of
such other Person unless such other Person controls, or has the right, power or
ability to control, that Person.

     

        “Supplier” has the meaning set forth in the preamble of
this Agreement.

     

        “Supplier’s Other Manufacturing
Obligations” means the
manufacturing obligations and commitments of Supplier to Persons other than
Buyer, including Supplier’s Affiliates.

     

        “Specifications” means, with respect to any Product, the
design, composition, dimensions, other physical characteristics, chemical
characteristics, packaging, unit count and trade dress of such
Product.

     

        “Term” has the meaning set forth in Section 7.1.

     

    

    
    


        “Trade Secrets” means information, including a formula,
program, device, method, technique, process or other Confidential Information
that derives independent economic value, actual or potential, from not being
generally known to the public or to other Persons who can obtain economic value
from its disclosure or use and is the subject of efforts that are reasonable,
under the circumstances, to maintain its secrecy.

     

        “Wholly-Owned Subsidiary” of a Person means a Subsidiary of that
Person substantially all of whose voting securities and outstanding equity
interest are owned either directly or indirectly by such Person or one or more
of its Subsidiaries or by such Person and one or more of its
Subsidiaries.

     

        The terms
“herein”, “hereof”, “hereunder” and like terms, unless otherwise specified,
shall be deemed to refer to this Agreement in its entirety and shall not be
limited to any particular section or provision hereof. The term “including” as used herein shall be deemed to mean
“including, but not limited to.” The term “days” shall refer to calendar days unless
specified otherwise. References herein to “Articles”, “Sections” and “Exhibits” shall be deemed to mean Articles, Sections
of and Exhibits to this Agreement unless otherwise specified.

     

    ARTICLE
II

    PURCHASE AND SALE OF
PRODUCTS

     

        SECTION 2.1
Agreement to Purchase and Sell
Products. (a) During the
Term, Supplier hereby agrees to manufacture and sell to Buyer, and Buyer hereby
agrees to purchase and accept from Supplier, such amounts of Products, as from
time to time shall be ordered by Buyer.

     

       (b) All Products to be sold to Buyer pursuant to this Agreement shall be
manufactured by Supplier or an Affiliate of Supplier; provided, however, that Supplier may
subcontract the manufacture of any Product to a manufacturer that is not an
Affiliate of Supplier with Buyer’s prior written consent, which consent shall
not be unreasonably withheld, provided that any such subcontracting
shall not relieve Supplier of its obligations hereunder.

     

        SECTION 2.2
Product Specifications. (a) Supplier shall manufacture all Products
according to the Specifications in effect as of the date of this Agreement, with
such changes or additions to the Specifications of the Products related thereto
as shall be requested by Buyer in accordance with this Section or as otherwise
agreed in writing by the Parties. All other Products shall be manufactured with
such Specifications as the Parties shall agree in writing.

     

        (b) Buyer may request changed or additional
Specifications for any Product by delivering written notice thereof to Supplier
not less than one hundred twenty (120) days in advance of the first Firm Order
for such Product to be supplied with such changed or additional Specifications.
Notwithstanding the foregoing, if additional advance time would reasonably be
required in order to implement the manufacturing processes for production of a
Product with any changed or additional Specifications, and to commence
manufacture and delivery thereof, Supplier shall so notify Buyer, and Supplier
shall not be required to commence delivery of such Product until the passage of
such additional time.

     

        (c) Supplier shall be required to accommodate any
change of, or additions to, the Specifications for any Product, if and only if (i) in Supplier’s good faith judgment, such
changed or additional Specifications would not require Supplier to violate good
manufacturing practice, (ii) the representation and warranty of Buyer deemed
made pursuant to Subsection (e) below is true and correct, and (iii) Buyer
agrees to reimburse Supplier for the incremental costs and expenses incurred by
Supplier in accommodating the changed or additional Specifications, including
the costs of acquiring any new machinery and tooling. For the avoidance of
doubt, such costs and expenses shall be payable by Buyer separately from the
cost of Products at such time or times as Supplier shall request.

     

    

    
    



        (d) Supplier shall notify Buyer in writing within
thirty (30) days of its receipt of any request for changed or additional
Specifications (i) whether Supplier will honor such changed or additional
Specifications, (ii) if Supplier declines to honor such changed or additional
Specifications, the basis therefor and (iii) if applicable, the estimated costs
and expenses that Buyer will be required to reimburse Supplier in respect of the
requested changes or additions, as provided in Subsection (c) above. Buyer shall
notify Supplier in writing within fifteen (15) days after receiving notice of
any required reimbursement whether Buyer agrees to assume such reimbursement
obligation.

     

        (e) By its request for any changed or additional
Specifications for any Product, Buyer shall be deemed to represent and warrant
to Supplier that the manufacture and sale of the Product incorporating Buyer’s
changed or additional Specifications, as a result of such incorporation, will
not and could not reasonably be expected to (i) violate or conflict with any
contract, agreement, arrangement or understanding to which Buyer and/or any of
its Affiliates is a party, including this Agreement and any other contract,
agreement, arrangement or understanding with Supplier and/or its Affiliates,
(ii) infringe on any trademark, service mark, copyright, patent, trade secret or
other intellectual property rights of any Person, or (iii) violate any
Applicable Law. Buyer shall indemnify and hold Supplier and its Affiliates
harmless (including with respect to reasonable attorneys’ fees and
disbursements) from any breach of this representation and warranty.

     

       SECTION 2.3 New
Products.
If Buyer shall request in writing that Supplier manufacture and sell to Buyer an
item that is not at the time a Product, Supplier shall consider such request in
good faith, giving due consideration to Supplier’s available manufacturing
capacity, Supplier’s Other Manufacturing Obligations, existing know-how,
technical feasibility, cost, profitability and other relevant factors. Supplier
shall inform Buyer within a reasonable time of Supplier’s determination in
principle whether to manufacture such Product, and if Supplier has determined
not to manufacture such Product, the reasons therefor. If Supplier shall inform
Buyer that it is willing in principle to manufacture and sell such Product,
Buyer and Supplier shall negotiate in good faith with respect to the terms of
such manufacture and sale, including pricing and the Exhibits to this Agreement
shall be modified accordingly; provided, however, that neither Party shall be
bound with respect to the manufacture and sale of any such Product unless the
Parties shall have so agreed in writing.

     

       SECTION 2.4 Supplier’s Supply
Obligations. Supplier shall be obligated to manufacture and sell Products to Buyer,
in accordance with Buyer’s Firm Orders, to the extent of Supplier’s then
existing manufacturing capacity, taking into account Supplier’s Other
Manufacturing Obligations; provided, however, the Supplier shall give
equal priority to the orders of Buyer, on the one hand, and Supplier’s Other
Manufacturing Obligations, on the other.

     

    

    
    


        SECTION 2.5
Product Changes. Supplier shall communicate any change in the
Specifications for any Product or its manufacture in accordance with Supplier’s
product change notification process. Buyer shall be deemed to have accepted such
change unless, within thirty (30) days after receipt of notice from Supplier,
Buyer informs Supplier that such change is not acceptable. If Buyer informs
Supplier that such change is not acceptable, Supplier may by notice to Buyer
either (x) continue to supply the Product in accordance with the original
Specifications and manufacturing procedures or (y) terminate this Agreement with
respect to such Product on a date specified by Supplier in a notice of
termination, which date shall not be earlier than the earlier of (I) one (1)
year from the date of Buyer’s information that it does not accept the change
proposed by Supplier and (II) if such notice of termination is delivered more
than ninety (90) days before the end of the then current Term, the end of such
Term; subject to the right of the Buyer to submit a Last-Time Buy Order in
accordance with Section 4.5.

     

       SECTION 2.6 Product
Discontinuation. At any time Supplier may notify Buyer that Supplier is discontinuing
the manufacture and sale of a Product. Such discontinuation shall take effect on
a date specified by Supplier in a notice of discontinuation, which date shall
not be earlier than one (1) year from the date of the notice of discontinuation;
subject to the right of the Buyer to submit a Last-Time Buy Order in accordance
with Section
4.5.

     

        SECTION 2.7
Consultation and Support. At either Party’s reasonable request, the
Parties shall meet and discuss the nature, quality and level of supply services
contemplated by this Agreement. In addition, Supplier will make available on a
commercially reasonable basis and at commercially reasonable times qualified
personnel to provide knowledgeable support service with respect to the Products.
The Parties shall negotiate in good faith with respect to any fees and other
charges incurred by Supplier in providing other than routine product
support.

     

    ARTICLE
III 

    FORECASTS

     

        SECTION 3.1
Forecasts. (a) As soon as possible, but in no event
later than thirty (30) days following the distribution of shares of common stock
of Vishay Precision Group, Inc. (“VPG”) to the shareholders of Vishay
Intertechnology, Inc. (“Vishay Intertechnology”) under that certain Master
Separation and Distribution Agreement between Vishay Intertechnology and VPG
(the “Master Separation Agreement”), Buyer shall provide to Supplier an initial
Forecast for the period ending on December 31, 2010. Beginning on December 1,
2010, and thereafter, on May 31 and December 1 of each calendar year, Buyer
shall provide to Supplier a Six-Month Forecast for the 6-month period beginning
on the immediately following July 1 and January 1, respectively.

     

        (b) If it is commercially impracticable for Buyer
to deliver a Six-Month Forecast for a particular Product, Buyer shall deliver
Forecasts to Supplier at such intervals and for such periods as reasonable under
the circumstances, and Supplier shall in good faith consider such Forecasts
delivered by Buyer.

     

        (c) Supplier shall use all Forecasts delivered by
Buyer under this Agreement for capacity and raw material planning purposes only,
and such Forecasts will not constitute a commitment of any type by Buyer to
purchase any Product.

     

    

    
    


        SECTION 3.2
Forecasts in Excess of
Capacity. Upon receipt of
each Forecast, Supplier shall determine whether it will have the capacity to
manufacture and sell to Buyer the Products in the forecasted amounts. If
Supplier determines that it will not have the capacity to manufacture and
deliver any Product to Buyer as forecasted, Supplier shall so notify Buyer as
promptly as practicable. Supplier and Buyer shall thereafter negotiate in good
faith in order to match Supplier’s manufacturing capacity with Buyer’s
requirements for the specified Product, such as by advancing or deferring the
delivery of the Product to other periods. In the event that Supplier and Buyer
shall agree to accommodate Buyer’s forecasted requirements in a manner that will
require the expenditure by Supplier of unbudgeted costs and expenses in addition
to the costs and expenses that Supplier would otherwise be required to expend in
order to fulfill its obligations under this Agreement, Buyer shall be obligated
to reimburse Supplier for such costs and expenses as have actually been expended
by Supplier, notwithstanding that the manufacture and sale of Products in
accordance with the Firm Orders subsequently delivered by Buyer for the relevant
periods do not require such expenditure.

     

       SECTION 3.3 Firm Orders in Excess of
Forecasts. In the event that the Firm Order for any Product shall exceed the
Forecast contained in the most recent prior Forecast for such Product (as such
Forecast may have been modified by agreement of the Parties in the manner
contemplated in Section
3.2; such
excess being referred to as the “Excess
Order”),
Supplier shall notify Buyer, as promptly as reasonably practicable after receipt
of such Firm Order, whether Supplier has sufficient available capacity to
accommodate the Excess Order, taking into consideration Supplier’s manufacturing
capacity for such Product and Supplier’s Other Manufacturing Obligations. If
Supplier shall not have sufficient available capacity to accommodate the Excess
Order, Supplier and Buyer shall negotiate in good faith in order to match
Supplier’s available manufacturing capacity with Buyer’s requirements for the
specified Product, such as by advancing or deferring the delivery of the Product
to other periods.

     

    ARTICLE
IV 

    ORDERS AND PAYMENT

     

        SECTION 4.1
Purchase Orders. (a) Buyer may place a Firm Order for the
Products with Supplier at any time and from time to time.

     

        (b) Each Firm Order shall specify (i) number of
units of the Product to be purchased and (ii) the requested delivery date,
provided that Buyer shall request a delivery date with a lead delivery time that
is customary for the particular Product, unless otherwise agreed upon by the
Parties. Supplier agrees to provide Buyer prompt notice if it knows it cannot
meet a requested delivery date.

     

        (c) If Buyer requires a Product on an emergency
basis and so informs Supplier, and Supplier has the Product available in its
uncommitted inventory, Supplier agrees to use reasonable commercial efforts to
fill the emergency order as promptly as practicable. Buyer agrees to pay
reasonable incremental expenses related to any emergency order.

     

        SECTION 4.2
Shipment.

     

        (a) Products will be shipped by Supplier to Buyer
FOB shipping point.

     

    

    
    


        (b) Supplier shall package all Products so as to
protect them from loss or damage during shipment, in conformity with good
commercial practice, the Specifications and Applicable Law. Buyer shall be
responsible, at its own cost and expense, for the shipment (including, among
other fees, costs and expenses, transit and casualty insurance and third party
fees) of all processed materials by Buyer. Supplier shall cooperate with Buyer
in assembling and coordinating shipments, as reasonably requested by
Buyer.

     

        (c) For the avoidance of doubt, title to and risk
of loss or damage will pass to Buyer upon Buyer’s pick up for transfer of the
Products ordered.

     

        SECTION 4.3
Prices. Pricing for the Products shall be as set
forth on Exhibit A, as such Exhibit may be modified from time to
time by agreement of the Parties. At least thirty (30) days prior to the
beginning of each calendar year, the parties shall negotiate in good faith
changes to the pricing of the Products to be applicable in the ensuing year.
Such pricing shall take into account changes in the cost of manufacturing the
Products, including labor, manufacturing, utility and other direct costs, and
other ascertainable market inputs. If the Parties cannot in good faith agree on
pricing for the Products, until such time as the Parties do so agree, Supplier
shall have no obligation to honor any Firm Orders submitted by Buyer to the
extent that such Firm Orders are placed following expiration of the then current
calendar year.

     

        SECTION 4.4
Payment Terms. Unless otherwise agreed to by the Parties in
writing, Buyer shall make payment separately for each Firm Order. Buyer shall
pay the net amount of all invoice amounts within sixty (60) days of the date of
Supplier’s invoice unless the terms of Supplier’s invoice permits later payment
or allows for prepayment with a discount. Invoices shall not be sent earlier
than the date on which the Products related thereto are delivered to
Buyer.

     

        SECTION 4.5
Last-Time Buy Order.

     

       (a) Buyer shall have a right to place a written last-time Firm Order for a
Product (a “Last-Time Buy
Order”)
if (i) Supplier delivers to Buyer notice of its intention not to renew the Term
pursuant to Section
7.2; (ii)
Supplier terminates this Agreement in respect of such Product in connection with
Buyer’s choice not to accept a change in such Product under Section
2.5;
(iii) Supplier delivers to Buyer a notice of discontinuation of such Product; or
(iv) Buyer terminates this Agreement in connection with a material breach by
Supplier pursuant to Section
7.3. The
right of the Buyer to submit a Last-Time Buy Order shall entitle Buyer to
purchase the Products at the price in effect for the products as of the time of
Buyer’s exercise of such right.

     

        (b) A Last-Time Buy Order shall specify (i) number
of units of the Product to be purchased and (ii) the requested delivery date or
dates for such units. If Supplier informs Buyer that it cannot honor the
requested delivery dates because of capacity restraints or otherwise, the
Parties shall negotiate in good faith with respect to delivery dates mutually
acceptable to Supplier and Buyer.

     

        (c) The Parties hereby agree to use commercially
reasonable efforts to coordinate forecasting and ordering during the period
between the date the Last-Time Buy Order is delivered to Supplier and the final
delivery date to allow for regular supply of Products during such
period.

     

    

    
    



    ARTICLE
V 

    CONFIDENTIALITY

     

       SECTION 5.1 Supplier and Buyer shall hold and shall
cause each of their respective affiliates, directors, officers, employees,
agents, consultants, advisors and other representatives to hold, in strict
confidence and not to disclose or release without the prior written consent of
the other party, any and all proprietary or confidential information, material
or data of the other party that comes into its possession in connection with the
performance by the parties of their rights and obligations under this Agreement.
The provisions of Section 4.5 of the Master Separation Agreement shall
govern, mutatis
mutandis,
the confidentiality obligations of the parties under this
Section.

     

    ARTICLE
VI

    PRODUCT WARRANTY; LIMITATION OF
LIABILITY

     

       SECTION 6.1 Product Warranty;
Merchantability Warranty. (a) Supplier warrants to
Buyer that the Products shall, at the time of delivery to Buyer in accordance
with Section
4.2: (i)
conform to the Specifications therefor, as provided in Section
2.2; (ii)
be free from material defects; and (iii) be manufactured in accordance with good
manufacturing practice and Applicable Law (such warranty being referred to as
the “Product
Warranty”).

     

        (b) EXCEPT AS
SPECIFICALLY PROVIDED IN THIS AGREEMENT, NO WARRANTIES, OTHER THAN THE PRODUCT
WARRANTY, ARE EXPRESSED OR IMPLIED IN RESPECT OF THE PRODUCTS, INCLUDING ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.

     

        SECTION 6.2
Defective or Non-Conforming
Products. (a) Claims by
Buyer relating to the quantity of or damage to any Product or the failure of any
Product to conform to its Specifications must be made within one (1) year of
receipt of such Product and must be in writing, specifying in reasonable detail
the nature and basis of the claim and citing relevant control or lot numbers or
other information to enable identification of the Product in question.
Supplier’s Liability to Buyer for damages for any such claim shall be limited to
a refund for the price of the defective Product plus shipping costs or, at
Buyer’s option, prompt replacement thereof with a Product that complies with the
Product Warranty. Such refund and shipping costs or a replacement shall
constitute Supplier’s sole and exclusive Liability for such claims. For the
avoidance of doubt, nothing shall limit the obligations of Supplier to Buyer in
respect of third party claims against Buyer arising from the failure of any
Product to conform to its Specifications.

     

        (b) Any notifications to either Party pursuant to
this Section 6.2 shall be subject to the confidentiality
provisions of Article V above.

     

        SECTION 6.3
Indemnification. (a) Subject to Section 6.4, Supplier shall indemnify and hold Buyer
harmless from and against any Liability, including reasonable attorney’s fees
and disbursements, arising out of any third party claim for death, injury or
damage to property resulting from (i) Supplier’s breach of this Agreement; or
(ii) any claim that a Product purchased from Supplier infringes any intellectual
property right of a third party.

     

    

    
    



       (b) Buyer shall indemnify and hold harmless Supplier from and against any
Liability, including reasonable attorneys’ fees and disbursements, arising out
of any third party claim for death, injury or damage to property resulting from
use of any of the Products based upon (i) Buyer’s breach of this Agreement; or
(ii) any change in condition of the Products caused by Buyer other than any
change in Specifications requested by Supplier and deemed accepted by Buyer
under Section
2.5.

     

       (c) Any Party seeking indemnification pursuant to this Section 6.3
shall promptly notify
the other Party of the claim as to which indemnification is sought, shall afford
the other Party, at the other Party’s sole expense, the opportunity to defend or
settle the claim (in which case the indemnifying Party shall not be responsible
for the attorneys’ fees of the indemnified Party with respect such claim) and
shall cooperate to the extent reasonably requested by the other Party in the
investigation and defense of such claim; provided, however, that any settlement of any
such claim that would adversely affect the rights of the indemnified Party shall
require the written approval of such indemnified Party; and provided further that an indemnified Party
shall not settle any such claim without the written approval of the indemnifying
Party.

     

        (d) The foregoing indemnification obligations
shall survive any termination or expiration of this Agreement, in whole or in
part, or the expiration or termination of the Term.

     

       SECTION 6.4 Limitation of
Liability. In no event shall any Party be liable for any special, consequential,
indirect, collateral, incidental or punitive damages or lost profits or failure
to realize expected savings or other commercial or economic loss of any kind,
arising out of any breach of this Agreement, including breach of the Product
Warranty, or any other obligations of any Party hereunder, or any use of the
Products, and each Party hereby knowingly and expressly waives any claims or
rights with respect thereto; provided, however, that in the event a Party
is required to pay to a third-party claimant any special, consequential,
indirect, collateral, incidental or punitive damages or lost profits or failure
to realize expected savings or other commercial or economic loss on any claim
with respect to which such Party is indemnified by the other Party pursuant to
this Agreement, such Party shall be entitled to indemnification from the other
Party with respect to such third-party special, consequential, indirect,
collateral, incidental or punitive damages or lost profits or failure to realize
expected savings or other commercial or economic loss to the extent resulting
from the indemnifiable acts or omissions of the other Party.

     

        SECTION 6.5
Insurance. Each of the Parties shall maintain general
liability insurance covering their activities under this Agreement in accordance
with prudent and customary commercial practices, in such amounts as shall be
agreed upon from time to time by the Parties.

     

    ARTICLE
VII

    TERM OF AGREEMENT; RENEWAL TERM;
TERMINATION

     

        SECTION 7.1
Term of Agreement. Unless earlier terminated pursuant to
Section 7.3, the term of this Agreement shall be
perpetual.

     

    

    
    


        SECTION 7.2
Termination. Either Party may terminate this Agreement at
any time upon prior written notice to the other at least one (1) year prior to
the requested date of termination.

     

       SECTION 7.3 Rights Upon
Termination. Following a termination of this Agreement, all further rights and
obligations of the Parties under this Agreement shall terminate. Notwithstanding the
foregoing, the termination of this Agreement shall not affect the rights and
obligations of the Parties arising prior to such expiration or termination;
and provided further that the Parties shall not be
relieved of (i) their respective obligations to pay monies due or which become
due as of or subsequent to the date of expiration or termination, and (ii) any
other respective obligations under this Agreement which specifically survive or
are to be performed after the date of such expiration or termination, including
the provisions of Article V and 6.3. Any Firm Order, including a
Last-Time Buy Order, submitted prior to the expiration or termination of this
Agreement shall be filled by Supplier pursuant to the terms hereof even if the
delivery date is after expiration or termination.

     

    ARTICLE
VIII 

    DISPUTE RESOLUTION

     

       SECTION 8.1 The terms and provisions of Article VIII of
the Master Separation Agreement relating to the procedures for resolution of any
disputes between the parties, shall apply to all disputes, controversies or
claims (whether sounding in contract, tort or otherwise) that may arise out of
or relate to or arise under or in connection with this Agreement, or the
transactions contemplated hereby, mutatis
mutandis.

     

    ARTICLE
IX 

    MISCELLANEOUS

     

       SECTION 9.1 Assignment. This Agreement and the
rights and obligations of a Party hereunder shall be assignable or delegable, in
whole or in part, (i) by Supplier without the consent of Buyer, to a
Wholly-Owned Subsidiary of Supplier that succeeds to the conduct of the foil
resistor business responsible for supplying the Products; (ii) by Buyer without
the consent of Supplier, to a Wholly-Owned Subsidiary of Buyer; or (iii) by
either Party, to any Person who is not a Wholly-Owned Subsidiary of a Party only
with the prior written consent of the other Party; provided, however, that no such assignment
shall relieve the assigning Party of Liability for its obligations hereunder.
The following actions shall not be deemed an assignment of this Agreement: (1) assignment or
transfer of the stock of a Party, including by way of a merger, consolidation,
or other form of reorganization in which outstanding shares of a Party are
exchanged for securities, or (2) any transaction effected primarily for the
purpose of (A) changing a Party’s state of incorporation or (B) reorganizing a
Party into a holding company structure such that, as a result of any such
transaction, such Party becomes a Wholly-Owned Subsidiary of a holding company
owned by the holders of such Party’s securities immediately prior to such
transaction. Any attempted assignment other than as provided herein shall be
void. The provisions of this Agreement shall be binding upon, and shall inure to
the benefit of, the successors and permitted assigns of the
Parties.

     

    

    
    


       SECTION 9.2 Force
Majeure.
The Parties shall not be liable for the failure or delay in performing any
obligation under this Agreement (except pursuant to Section
7.4) if
and to the extent such failure or delay is due to (i) acts of God; (ii) weather,
fire or explosion; (iii) war, invasion, riot or other civil unrest; (iv)
governmental laws, orders, restrictions, actions, embargoes or blockages; (v)
action by any regulatory authority which prohibits the manufacture, sale or
distribution of the Products, except to the extent due to Supplier’s breach of
its obligations hereunder; (vi) regional, national or foreign emergency; (vii)
injunction, strikes, lockouts, labor trouble or other industrial disturbances;
(viii) shortage of adequate fuel, power, materials, or transportation
facilities; or (ix) any other event which is beyond the reasonable control of
the affected Party; provided, however, that the Party affected
shall promptly notify the other Party of the force majeure condition and shall
exert its reasonable commercial efforts to eliminate, cure or overcome any such
causes and to resume performance of its obligations as soon as
possible.

     

        SECTION 9.3
Intellectual Property. All Intellectual Property owned or created
by a Party shall remain its sole and exclusive property, and the other Party
shall not acquire any rights therein by reason of this Agreement.

     

        SECTION 9.4
Entire Agreement. This Agreement and the Exhibits hereto
constitute the entire agreement between the Parties with respect to the subject
matter hereof and thereof 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 or
therein. If any provision of this Agreement or the application thereof to any
Party or circumstance shall be declared void, illegal or unenforceable, the
remainder of this Agreement shall be valid and enforceable to the extent
permitted by Applicable Law. In such event, the Parties shall use their best
efforts to replace the invalid or unenforceable provision with a provision that,
to the extent permitted by Applicable Law, achieves the purposes intended under
the invalid or unenforceable provision.

     

        SECTION 9.5
Governing Law. This Agreement and the legal relations
between the parties shall be governed by and construed in accordance with the
laws of the State of New York, without regard to the conflict of laws rules
thereof to the extent such rules would require the application of the law of
another jurisdiction.

     

       SECTION 9.6 Consent to
Jurisdiction. Subject to the provisions of Article
VIII,
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
9.16.
Each of the parties further agrees that service of process, summons or other
document by U.S. registered mail to such parties address as provided in
Section 9.10
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
9.6. 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
Agreement or the transactions contemplated hereby for which it has submitted to
jurisdiction pursuant to this Section
9.6, and waives
any claim that any such action, suit or proceeding brought in any such court has
been brought in an inconvenient forum.

     

    

    
    



        SECTION 9.7
Independent Contractor. Nothing contained in this Agreement shall
constitute a Party as a partner, employee or agent of the other Party, nor shall
any Party hold itself out as such. Neither Party shall have the right or
authority to incur, assume or create, in writing or otherwise, any warranty,
Liability or other obligation of any kind, express or implied, in the name or on
behalf of the other Party, and each Party is and shall remain an independent
contractor, responsible for its own actions. Except as otherwise explicitly
provided herein, each Party shall be responsible for its own expenses incidental
to its performance of this Agreement.

     

        SECTION 9.8
Set-Off. The obligation of Buyer to pay the purchase
price for Products shall be unconditional, except as provided in this Agreement,
and shall not be subject to any defense, setoff, counterclaim or similar right
against Supplier or any of its Affiliates that could be asserted by Buyer or any
of its Affiliates under any other contract, agreement, arrangement or
understanding or otherwise under Applicable Law.

     

        SECTION 9.9
Waivers. No claim or right arising out of or relating
to a breach of any provision of this Agreement can be discharged in whole or in
part by a waiver or renunciation of the claim or right unless the waiver or
renunciation is supported by consideration and is in writing signed by the
aggrieved Party. Any failure by any Party to enforce at any time any provision
under this Agreement shall not be considered a waiver of that Party’s right
thereafter to enforce each and every provision of this Agreement.

     

        SECTION 9.10
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 or facsimile number set forth below (or at
such other street address or facsimile number as such Party may designate from
time to time by written notice in accordance with this provision):

     

        If to Supplier,
to:

     

        Vishay Measurements
Group Inc. 

        c/o Vishay Precision
Group, Inc. 

        3 Great Valley
Parkway 

        Malvern, PA
19355-1307 

        Attention: William M.
Clancy 

        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

     

        If to Buyer,
to:

     

        Vishay S.A.


        c/o Vishay
Intertechnology, Inc. 

        63 Lancaster Avenue


        Malvern, PA
19355-2120 

        Attention: Dr. Lior
E. Yahalomi 

        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: Ernest S.
Wechsler, Esq. 

        Telephone:
212-715-9100 

        Facsimile:
212-715-8000

     

    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; (iii)
actual delivery to or receipt by the party to whom notice is being given or an
employee or agent thereof; or (iv) one (1) day after delivery to an overnight
carrier.

     

        SECTION 9.11
Headings. The headings contained herein are included
for convenience of reference only and do not constitute a part of this
Agreement.

     

        SECTION 9.12
Counterparts. This 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 Agreement.

     

        SECTION 9.13
Severability. If any provision of this 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.

     

    

    
    



        SECTION 9.14
Waiver of Default. (a) Any term or provision of this 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 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 Agreement shall not be construed to be a
waiver by the waiving party of any subsequent or other default, nor shall it in
any way affect the validity of this Agreement or any party hereof 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.

     

        SECTION 9.15
Amendments. No provisions of this Agreement shall be
deemed 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.

     

        SECTION 9.16
Specific Performance. The Parties agree that the remedy at law for
any breach of this Agreement may be inadequate, and that, as between Supplier
and Buyer, any Party by whom this Agreement is enforceable shall be entitled to
seek temporary, preliminary or permanent injunctive or other equitable relief
with respect to the specific enforcement or performance of this Agreement. Such
Party may, in its sole discretion, apply to a court of competent jurisdiction
for such injunctive or other equitable relief as such court may deem just and
proper in order to enforce this Agreement as between Supplier and Buyer, or the
members of their respective Groups, or prevent any violation hereof, and, to the
extent permitted by Applicable Law, as between Supplier and Buyer, each Party
waives any objection to the imposition of such relief.

     

       SECTION 9.17 Waiver of jury
trial.
Subject to Article VIII, 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 hereby. 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
9.17.

     

    [SIGNATURE PAGE FOLLOWS]

     

    

    
    


        IN WITNESS WHEREOF,
the Parties have caused this Agreement to be executed by their respective duly
authorized representatives as of the date first written above.

     

    
      	
            	SUPPLIER:
	
            	
            	 
	
            	
            	 
	
            	
            	 
	
            	By:	 
	
            	
            	Name:
	
            	
            	Title:
	
            	
            	  
	
            	
            	  
	
            	
            	 
	
            	
            	 
	
            	BUYER:
	
            	
            	  
	
            	
            	  
	
            	
            	  
	
            	By:	 
	
            	 	Name:
	
            	
            	Title:


    


    

    
    


    EXHIBIT A

     

    
      	
            	      	
            	      	
            	      	 	      	MINIMUM
	 	
            	
            	
            	
            	
            	PRICE(c)	
            	ORDER
	
            	 	Product	 	DESCRIPTION	 	(USD)	 	QUANTITY
	
            	
            	[***]	
            	[***]	
            	[***]	
            	[***]
	    
	[***]	
            	
            	
            	
            	
            	
            	
            	
            


    


    Portions of this exhibit
were omitted and filed separately
with the Secretary of the Securities
and Exchange Commission


    pursuant to an application
for confidential
treatment filed with the
Securities
and Exchange Commission
pursuant to


    Rule 24b-2 under
the Securities
Exchange Act of 1934.
Such portions are marked by
[***].