exhibit10-8.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 PATENT LICENSE
AGREEMENT

     

         This non-exclusive Patent License Agreement (“Agreement”) is entered into as of
_____________, 2010 (the “Effective Date”), by and between Vishay Dale Electronics,
Inc., a Delaware corporation (“Licensor”), and Vishay Precision Group, Inc. a
Delaware corporation (“Licensee”).

     

    RECITALS: 

     

         WHEREAS, Licensor is the assignee of
record to United States Patent No. RE39,660; and

     

         WHEREAS, in order to effect and
consummate the separation (the “Separation”)
contemplated by that certain Master Separation and Distribution Agreement
between Licensee and Licensor’s affiliate dated ____, 2010 (the “Master Separation
Agreement”), Licensee desires to secure a non-exclusive license under the
Licensed Patent (as defined herein) to manufacture, use and sell Licensed
Products (as defined herein) worldwide.

     

         NOW, THEREFORE, in consideration of
the terms and provisions of this Agreement and the Separation, and for other
good and valuable consideration, the receipt and sufficiency of which is
acknowledged by the execution and delivery hereof, Licensor and Licensee hereby
agree as follows:

     

    
      	1.       	
              Definitions. 

            
	
            	 
	
                        (a)
      “Licensed
      Patent” shall mean United States Patent No. RE39,660 and any
      reissues, reexaminations, divisionals, continuations,
      continuations-in-part, extensions, foreign counterparts and any other
      patents or patent applications claiming priority to any application in the
      family of filings leading to the issuance of United States Patent No.
      RE39,660.

               

                        (b)
      “Licensed
      Products” shall mean articles or assemblies listed on Schedule A, as
      it may be amended from time to time in accordance with the terms of this
      Agreement.

            
	
            	 
	2.	
              License Grant. Subject to the terms and conditions
      set forth in this Agreement, Licensor hereby grants to Licensee, a
      non-exclusive, royalty-free, worldwide right and license under the
      Licensed Patent to make, have made, use, sell, offer for sale, export and
      import Licensed Products.

            
	
            	 
	3.	
              Term. This Agreement shall commence on the
      Effective Date, and, so long as this Agreement has not been terminated by
      its terms, continue in full force and effect until the expiration date of
      the last to expire patent in the family of the Licensed
      Patent.

            
	
            	 
	4.	
              Sublicensing. The license shall be sublicenseable to
      direct or indirect wholly-owned subsidiaries of Licensee, provided that
      Licensee shall be responsible for the compliance by its subsidiaries with
      the terms of this Agreement. Otherwise, the license shall be
      non-assignable and non-sublicensable. Any purported license or assignment
      in violation of this Agreement shall be
void.

            


    

     

    

    
    


    
      	5.	Maintenance.
      Licensor may in its sole discretion cease the maintenance of any
      Licensed Patent;
      provided,
      however, that if
      Licensor elects not to pay a maintenance fee on the Licensed
      Patent, it will provide written notice to that effect to Licensee at least
      three months before due date of the next maintenance fee payment thereon,
      and thereafter, Licensee may elect to pay the maintenance
      fee.
	   	 
	6.       	
              Patent Marking. All Licensed Products shall be marked
      with and display the number of the United States Licensed Patent as
      described in 35 U.S.C. §
      287(a).

            
	
            	 
	7.	
              Enforcement. Licensee shall, at its own reasonable
      expense, cooperate fully and promptly with Licensor in the protection of
      Licensor’s rights in the Licensed Patent, in such manner and to such
      extent as Licensor may reasonably request.

               

              Each party shall
      promptly notify the other party in writing of any actual or potential
      infringement, or any other unauthorized use of or violation of the
      Licensed Patent of which it becomes aware (each an “Infringement”).
      Licensor may take such action as it, in its sole discretion, deems
      necessary or advisable to stop any Infringement. Licensee may request in
      writing that Licensor institute an action to stop an Infringement
      affecting the Licensed Products. If Licensor receives such a written
      request and does not institute such action within thirty (30) days,
      Licensee shall be entitled to institute such action as it deems necessary
      or advisable to stop such Infringement, in which Licensor shall be
      entitled to join; provided that
      Licensee shall not compromise or settle any claim or action regarding the
      Licensed Patent in any manner that would affect the rights of Licensor
      without the written consent of Licensor, which consent shall not be
      unreasonably withheld. The party not taking the lead in any action shall
      cooperate fully with the other party at the other party’s reasonable
      request and expense, including Licensor joining a suit instituted by
      Licensee in accordance with this section to the extent necessary for
      Licensee to have standing.

               

              Any monetary
      recovery or sums obtained in settlement of any action to stop an
      Infringement shall be allocated between Licensor and Licensee as shall be
      fair and equitable, taking into account their actual out-of-pocket costs
      and expenses, including reasonable attorneys’ fees, and the damages
      sustained by each of them. Any dispute with respect to the allocation of
      recoveries shall be resolved in accordance with the resolution procedures
      referred to in Section
      11(p).

            
	
            	 
	8.	
              Warranties of
      the Parties. Licensor
      warrants that it has the right and power to enter into this Agreement, and
      that there are no outstanding assignments, grants, licenses, encumbrances,
      obligations or agreements, either written or oral or implied, that prevent
      it from doing so. Licensee warrants that it has the right and power to
      enter into this Agreement, and that there are no outstanding assignments,
      grants, licenses, encumbrances, obligations or agreements, either written
      or oral or implied, that prevent it from doing
  so.

            
	
            	 
	9.	
              WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS
      AGREEMENT, LICENSOR MAKES NO OTHER REPRESENTATION, GUARANTEE OR WARRANTY
      OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE, UNDER THIS AGREEMENT INCLUDING
      BUT NOT LIMITED TO REPRESENTATIONS, GUARANTEES OR
      WARRANTIES AS TO THE RESULTS TO BE EXPECTED FROM USE OF ANY OF THE
      INVENTION(S) CLAIMED IN THE LICENSED PATENT, OR FROM MANUFACTURE OR SALE
      OF ANY PRODUCT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSOR
      SHALL HAVE NO RESPONSIBILITY UNDER ANY LEGAL PRINCIPLE TO LICENSEE OR TO
      OTHERS FOR THE ABILITY OR INABILITY OF LICENSEE TO USE THE LICENSED
      PATENT; FOR THE QUALITY OR PERFORMANCE OF ANY PRODUCTS MANUFACTURED OR
      METHODS PRACTICED UNDER THE LICENSED PATENT; FOR THE CLAIMS OF THIRD
      PARTIES RELATING TO ANY PRODUCTS MANUFACTURED OR SOLD BY LICENSEE; OR FOR
      ANY FAILURE IN PRODUCTION, DESIGN OR OPERATION OF ANY PRODUCT MANUFACTURED
      OR SOLD BY LICENSEE. THE LIMITATIONS OF LIABILITY CONTAINED IN THIS
      AGREEMENT ARE A FUNDAMENTAL PART OF THE BASIS OF EACH PARTY’S BARGAIN
      HEREUNDER, AND NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT ABSENT SUCH
      LIMITATIONS.

            


    

     

    - 2 -

     

    

    
    


    
      	10.	
              Termination by
      Licensor.

            
	          	
            
	
                        (a)
      This Agreement may be terminated by Licensor if:

            
	
            	 	
            
	
            	       (i)       	
              Licensee shall (x)
      willfully, intentionally and in bad faith breach any material provision of
      this Agreement or (y) willfully, intentionally and in bad faith fail to
      cure any other breach, and (i) under clause (x), such breach is not
      capable of cure; or (ii) under either clause (x) or (y), such breach is
      capable of cure, Licensor has given written notice of such breach to
      Licensee, and such breach has not been cured within sixty (60) days of
      such notice; or

            
	
            	 	
            
	
            	       (ii)	
              Licensee shall
      willfully and intentionally and in bad faith purport to assign, delegate
      or otherwise transfer any of its rights, benefits, powers, duties
      responsibilities or obligations under this Agreement to any person other
      than a wholly-owned subsidiary of Licensee without the written consent of
      Licensor; or

            
	
            	 	
            
	
            	       (iii) 	
              Licensee shall
      abandon the use of the Licensed Patent; or

            
	
            	  	
            
	
            	       (iv) 	
              a bankruptcy of
      Licensee, or any one or more subsidiaries of Licensee holding more than
      forty percent (40%) of its consolidated assets shall occur and be
      continuing.

            
	
            	 	
            
	
                        (b) To
      effect the termination of this Agreement, Licensor shall deliver to
      Licensee a written notice of termination, which notice shall specify the
      basis therefor in reasonable detail and an effective date of termination
      not less than thirty (30) days after the date of delivery to Licensee of
      the notice. If Licensee in good faith disputes that Licensor has a valid
      basis for termination, the parties shall resolve such dispute in
      accordance with the resolution procedures referred to in Section
      11(p).

            


    

     

    - 3 -

     

    

    
    


              (c) Nothing
in this Section shall relieve Licensee of liability for breach of this
Agreement, whether or not Licensor is entitled to terminate this Agreement on
account of such breach.

     

              (d) Upon the
termination of this Agreement, all rights of Licensee granted hereunder shall
terminate. Notwithstanding the foregoing, Licensee shall have the right to
continue to dispose of its then existing inventory of Licensee Products for a
period of up to six (6) months from the date of termination of this Agreement.
All costs associated with the foregoing shall be borne by Licensee.

     

              (e) All
rights and remedies of the parties in respect of any breach of this Agreement
occurring prior to the effective date of its termination shall survive the
termination of this Agreement. In addition, the following provisions of this
Agreement shall explicitly survive its termination: Section 9 (“WARRANTY
DISCLAIMER”); and Section 11
(“Miscellaneous”).

     

    11.     Miscellaneous. 

     

              (a) Notices. All notices,
demands and other communications required to be given to a party hereunder shall
be in writing and shall be deemed to have been duly given if and when personally
delivered; one business day after being sent by a nationally recognized
overnight courier; when transmitted by facsimile and actually received; or five
(5) days after being mailed by registered or certified mail (postage prepaid,
return receipt requested) to such party at the relevant street address or
facsimile number set forth below (or at such other street address or facsimile
number as such party may designate from time to time by written notice in
accordance with this provision):

     

    
      	
              If to Licensor:
      

               

              Vishay Dale
      Electronics, Inc.
[address]
[address]
Attn: Dr. Lior Yahalomi
      [title]
Facsimile: (610) 889-2161
Confirm: (610) 644-1300
      

               

              If to Licensee:
      

               

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

            	
              With a copy to:
      

               

              Kramer Levin
      Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New
      York 10036
Attn: Abbe Dienstag, Esq.
Facsimile: (212)
      715-8000
Confirm: (212) 715-9100 

               

              With a copy
      to:

               

              Pepper Hamilton
      LLP
3000 Two Logan Square
Eighteenth and Arch
      Streets
Philadelphia, PA 19103-2799
Attn: Barry Abelson,
      Esq.
Facsimile: (215) 981-4750
Confirm: (215) 981-4000
    

            


    

     

              (b) Further Assurances.
In addition to the actions specifically provided for elsewhere in this
Agreement, Licensor and Licensee agree to execute or cause to be executed and to
record or cause to be recorded such other agreements, instruments and other
documents, and to take such other action, as reasonably necessary or desirable
to fully effectuate the intents and purposes of this Agreement.

     

    - 4 -

     

    

    
    


              (c) Relationship of the
Parties. This Agreement shall not be construed to place the parties in
the relationship of legal representatives, partners, joint venturers or agents
of or with each other. No party shall have any power to obligate or bind the
other party in any manner whatsoever, except as specifically provided
herein.

     

              (d) Third Party
Beneficiaries. Except for the indemnification rights under this Agreement
of any Indemnified Parties (as hereafter defined), the provisions of this
Agreement are solely for the benefit of the parties hereto and their respective
successors and permitted assigns, and are not intended to confer upon any
person, except the parties hereto and their respective successors and permitted
assigns, any rights or remedies hereunder.

     

              (e) Assignability.
Subject to Section
4, this Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and permitted assigns.

     

              (f) 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.

     

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

     

              (h) Severability. If any
provision of this Agreement is determined by a court of competent jurisdiction
to be invalid, void or unenforceable, the remaining provisions hereof shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated thereby, so long as the economic or legal substance of the
transactions contemplated hereby, as the case may be, is not affected in any
manner adverse to any party hereto or thereto. Upon such determination, the
parties hereto shall negotiate in good faith in an effort to agree upon a
suitable and equitable provision to effect the original intent of the parties
hereto.

     

              (i) Indemnification. Each
of the parties shall indemnify, defend and hold harmless the other party, each
of its respective current and former directors, officers and employees, and each
of their respective heirs, executors, successors and assigns (“Indemnified
Parties”), from and against any and all liabilities relating to, arising
out of or resulting from any breach of, or failure to perform or comply with,
any covenant, undertaking or obligation of, this Agreement by the indemnifying
party. In addition, Licensee shall indemnify, defend and hold harmless Licensor
and its other Indemnified Parties from and against any and all liabilities
relating to, arising out of or resulting from the manufacture, marketing, sale,
offer for sale or other activity of or with respect to the Licensed Products or
any other products manufactured, sold, offered for sale or otherwise used by
Licensee which incorporate any portion of the Licensed Products but only to the
extent caused by such Licensed Products. All indemnification procedures and
payments shall be governed by Sections 5.6, 5.7 and 5.8 of the Master Separation
Agreement, as applicable.

     

    - 5 -

     

    

    
    


              (j) LIMITATION OF
LIABILITY. IN NO EVENT SHALL LICENSOR OR LICENSEE BE LIABLE TO THE OTHER
FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, COLLATERAL, INCIDENTAL OR PUNITIVE
DAMAGES OR LOST PROFITS OR FAILURE TO REALIZE EXPECTED SAVINGS OR OTHER
COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, ARISING OUT OF THIS AGREEMENT;
PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATIONS SHALL NOT LIMIT EITHER PARTY’S
INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD PARTY CLAIMS.

     

              (k) Confidential
Information. Licensor and Licensee shall hold and shall cause each of
their respective affiliates, directors, officers, employees, agents,
consultants, advisors and other representatives to hold, in strict confidence
and not to disclose or release without the prior written consent of the other
party, any and all proprietary or confidential information, material or data of
the other party that comes into its possession in connection with the
performance by the parties of their rights and obligations under this Agreement.
The provisions of Section 4.6 of the Master Purchase Agreement shall govern,
mutatis mutandis, the
confidentiality obligations of the parties under this Section.

     

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

     

              (m) 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.

     

              (n) Consent to
Jurisdiction. Subject to the provisions referenced in Section 11(p), each
of the parties irrevocably submits to the jurisdiction of the federal and state
courts located in Philadelphia, Pennsylvania for the purposes of any suit,
action or other proceeding to compel arbitration, for the enforcement of any
arbitration award or for specific performance or other equitable relief pursuant
to Section
11(o). 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
11(a) shall be effective service of process for any action, suit or other
proceeding with respect to any matters for which it has submitted to
jurisdiction pursuant to this Section. Each of the parties irrevocably waives
any objection to venue in the federal and state courts located in Philadelphia,
Pennsylvania of any action, suit or proceeding arising out of this Agreement or
the transactions contemplated hereby.

     

    - 6 -

     

    

    
    


              (o) Specific Performance.
The parties hereto agree that the remedy at law for any breach of this Agreement
may be inadequate, and that any party hereto shall be entitled to specific
performance in addition to any other appropriate relief or remedy. 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 Agreement.

     

              (p) Dispute Resolution.
The procedures set forth in Article VIII of the Master Separation Agreement
shall apply to the resolution of all disputes arising under this Agreement,
except that all proceedings provided for therein shall be conducted in
Philadelphia, Pennsylvania.

     

              (q) Entire Agreement.
This Agreement and the Schedules hereto, as well as any other agreements and
documents referred to herein, constitute the entire agreement between the
parties with respect to the subject matter hereof and supersede all previous
agreements, negotiations, discussions, understandings, writings, commitments and
conversations between the parties with respect to such subject
matter.

     

              (r) Waiver of Jury Trial.
Subject to Section
11(p), EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED
BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY COURT
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF AND PERMITTED UNDER OR IN
CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.

     

              (s) Amendments. No
provisions of this Agreement shall be deemed amended, modified or supplemented
by any party hereto, unless such amendment, supplement or modification is in
writing and signed by the authorized representative of the party against whom it
is sought to enforce such amendment, supplement or modification.

     

              (t) Counterparts. This
Agreement may be executed in any number of counterparts, including by facsimile
or electronic signature, and each such counterpart shall be deemed an original
instrument, and all of such counterparts together shall constitute but one
agreement. A facsimile or electronic signature is deemed an original signature
for all purposes under this Agreement.

     

    [SIGNATURE PAGES
FOLLOW] 

     

    - 7 -

     

    

    
    


         IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute this Agreement as of the date first above
written.

     

    
      	
            	
            	
              VISHAY DALE
      ELECTRONICS, INC. 

            
	
            	
            	 
	
            	
            	 	
            
	
            	
              By:     

            	 	 
	
            	
            	
              Name:  

            	 
	 	
            	
              Title:
      

            	 
	
            	
            	 	
            
	
            	
            	 
	
            	
            	
              VISHAY PRECISION
      GROUP, INC. 

            
	
            	
            	 
	
            	 	 	
            
	
            	
              By:     

            	 	 
	
            	
            	
              Name:  

            	 
	
            	
            	
              Title:
      

            	 


    

     

    - 8 -

     

    

    
    


    SCHEDULE A
LICENSED
PRODUCTS

     

    Current
Products

     

    [***]

     

    Future
Products

     

    [***]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    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
[***].