exhibit10-13.htm


    FORM OF PUT AND CALL
AGREEMENT 

     

         PUT AND CALL AGREEMENT (this “Agreement”) dated as of ________, 2010 between Vishay
Precision Group, Inc., a Delaware corporation (the “Company”), the
Put/Call Agent (as defined herein) and each of the holders of the Notes due
December 13, 2102 (the “Notes”) issued by the
Company. 

     

         WHEREAS, Vishay Intertechnology issued notes
(the “Vishay
Intertechnology Notes”) pursuant to that certain Note Instrument
dated as of December 13, 2002 (the “Vishay Intertechnology Note
Instrument”); and


     

         WHEREAS, Vishay Intertechnology, American
Stock Transfer & Trust Co. and the holders of the Vishay Intertechnology
Notes entered into that certain Put and Call Agreement, dated as of December 13,
2002 (the “Vishay
Intertechnology Put and Call Agreement”);
and

     

         WHEREAS, pursuant to the Vishay
Intertechnology Put and Call Agreement, Vishay Intertechnology agreed that in
case it shall at any time pay a dividend or make a distribution to all holders
of its common stock consisting of the capital stock of any class or series, or
similar interests, of or relating to a subsidiary or other business entity of
Vishay Intertechnology, then Vishay Intertechnology shall take such action and
shall cause the subsidiary or other business entity whose capital stock was paid
as a dividend or distributed by Vishay Intertechnology to take such action so
that each of the notes issued pursuant to the Vishay Intertechnology Note
Instrument shall be deemed exchanged as of the effective date of such
transaction, for a combination of new floating rate unsecured Vishay
Intertechnology loan notes and floating rate unsecured loan notes of the
subsidiary or other business entity whose capital stock was paid as a dividend
or distributed by Vishay Intertechnology; and 

     

         WHEREAS, Vishay Intertechnology and the
Company entered into that certain Master Separation Agreement, dated as of
_______, 2010 (the “Master Separation
Agreement”), providing for the spin-off of the Company by Vishay
Intertechnology in the form of a tax free dividend of the common stock of the
Company to the holders of the common stock of Vishay Intertechnology and the
class B common stock of the Company to the holders of class B common stock of
Vishay Intertechnology; and 

     

         WHEREAS, the Company has agreed under the
terms of the Master Separation Agreement to comply with the obligation under the
Vishay Intertechnology Put and Call Agreement to issue floating rate unsecured
loan notes to the holders of the Vishay Intertechnology Notes; and 

     

    

    
    


         NOW, THEREFORE, in consideration of the
premises and the mutual agreements herein set forth, the parties hereto agree as
follows: 

     

     ARTICLE I

DEFINITIONS 

     

         SECTION 1.01. Definitions. As used
in this Agreement, the following terms, when capitalized, shall have the
meanings assigned below: 

     

        “Assignment Form”
means an assignment form substantially in the form attached hereto as Annex I.


     

         “Business
Day” means any day other than a Saturday, Sunday or legal holiday on
which the commercial banks in the City of New York, Borough of Manhattan, are
required or permitted by law to remain closed. 

     

         “Call”
means the right of the Company to call all of the Notes in exchange for the
issuance of shares of Common Stock or cash in accordance with the provisions of
Article III. 

     

         “Call Exercise Notice”
has the meaning described in Section 3.02. 

     

         “Call
Period” means the period beginning on January 2, 2018 and ending on the
date that is 30 days prior to the Maturity Date. 

     

         “Call Target
Price” means $_____ per share of Common Stock, which price shall be
appropriately adjusted in the event of any stock dividend, stock split, reverse
stock split, combination, recapitalization, reclassification, exchange or
similar transaction with respect to the shares of Common Stock. 

     

         “Common
Stock” means the common stock, par value US$.10 per share, of the Company
and any other security exchanged or substituted for such common stock or into
which such common stock is converted in any recapitalization, reorganization,
merger, consolidation, share exchange or other business combination transaction,
including any reclassification consisting of a change in par value or a change
from par value to no par value or vice versa. 

     

         “Company” has the
meaning set forth in the introduction to this Agreement. 

     

         “Daily Market
Price” for any trading day means the volume-weighted average of the per
share selling prices on the New York Stock Exchange or other principal United
States securities exchange or inter-dealer quotation system on which the
relevant equity security is then listed or quoted or, if there are no reported
sales of the relevant equity security on such trading day, the average of the
high bid and low ask price for the relevant equity security on the last trading
day on which such sale was reported or, if there are no high bid and low ask
prices, the Daily Market Price shall be the per share fair market value of the
relevant equity security as determined by an investment banking firm of national
reputation and standing selected by the Company and reasonably acceptable to a
Majority of the Holders (in which case, only a single determination of value
need be made by an investment banking firm, notwithstanding any provision in the
Agreement requiring an average over more than one (1) trading day).


     

         “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder, as the same may be amended from time to
time. 

     

    - 2 - 

     

    

    
    


         “Holder”
means the Initial Holders and their successors and permitted assigns who become
holders of Notes in a manner permitted thereunder, in each case until the
relevant person ceases to be a holder of Notes in accordance with the provisions
of the Notes and this Agreement. 

     

         “Initial
Holder” means the persons to whom or for whose benefit the Notes are
issued under the terms of the Vishay Intertechnology Put and Call Agreement and
the terms of the Master Separation Agreement and whose names appear on the
signature page to this Agreement, in each case until the relevant person ceases
to be a Holder of Notes in accordance with the provisions hereof. 

     

         “Interest Rate
Hurdle” means the “Target Price” (initially $__ per Common Share), as
defined in Schedule 2 of the Notes which may be adjusted pursuant to the
provisions herein, and whereby (pursuant to Schedule 2, Item 3(c) of the Notes)
the interest rate on the Notes is adjusted for the period commencing on or after
January 1, 2011 based upon certain performance parameters of the shares of
Common Stock. 

     

         “Issue
Date” means the date of this Agreement, which is the date as of which the
Notes are first issued. 

     

         “Majority of
the Holders” means, at any relevant time, the Holders of a majority of
the nominal amount of the Notes that are at any relevant time outstanding.


     

         “Maturity
Date” means December 31, 2102, the final maturity date of the Notes.
“Notes” has the meaning set forth in the introduction to this Agreement.


     

         “person”
means any individual, corporation, partnership, limited liability company,
trust, foundation, joint venture, association, joint stock company,
unincorporated organization, government agency, estate or other entity of any
nature. 

     

         “Put”
means the right of a Holder to require the Company to exchange the Notes, in
whole or in part (as permitted herein), for shares of Common Stock in accordance
with the provisions of Article II. 

     

         “Put/Call
Agent” means American Stock Transfer & Trust Co., a New York
corporation, or any successor as provided in Article V. 

     

         “Put/Call
Rate” means $______ per share, subject to adjustment pursuant to Article
IV herein. 

     

         “Put Exercise
Notice” means the notice of intention to exercise the Put in the form
attached to this Agreement in the form of Annex II. 

     

         “Put
Period” means the period during which the Notes are outstanding, ending
on the Maturity Date. 

     

         “SEC” means the United
States Securities and Exchange Commission. 

     

    - 3 - 

     

    

    
    


         “Securities
Act” means the United States Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder, as the same may be amended from
time to time. 

     

         Where the reference “hereof,” “hereby” or
“herein” appears in this Agreement, such reference shall be deemed to be a
reference to this Agreement as a whole. Whenever the words “include,” “includes”
or “including” are used in this Agreement, they shall be deemed to be followed
by the words “without limitation.” Words denoting the singular include the
plural, and vice versa, and references to it or its or words denoting any gender
shall include all genders. 

     

    ARTICLE II
THE PUT


     

         SECTION 2.01. Put Exercise
Generally. At any time during the Put Period, a Holder may exercise the
Put with respect to (i) the aggregate nominal amount of all Notes held by such
Holder or (ii) a portion of the nominal amount of any Note in integral multiples
of US$2,000,000. The number of shares of Common Stock issuable upon exercise of
the Put shall equal (i) the nominal amount of the Notes for which the Put is
being exercised by the Holders, divided by (ii) the Put/Call Rate as of the Put
Date (as defined below). No adjustment to the Put/Call Rate shall be made in
respect of any accrued but unpaid interest on the Notes, whether before or after
the record date for payment of any such interest. 

     

         SECTION 2.02. Put Exercise
Procedure. To exercise the Put, the Holder must (i) surrender to the
Put/Call Agent (at its office designated for such purpose, the initial address
of such office being listed in Section 6.01 hereof) the certificate or
certificates representing the Notes to be exchanged together with the Put
Exercise Notice duly completed and executed, (ii) deliver a form of transfer in
the form specified by the Notes executed by the Holder with the name of the
transferee left blank and (iii) pay any transfer or similar tax required to be
paid by the Holder pursuant to Section 2.04. 

     

         The date on which the Holder satisfies all the
requirements for exercise of the Put is referred to as the “Put Date.” As soon as
practicable after the Put Date, the Company will cause the Put/Call Agent to
deliver to the Holder in exchange for the Notes (or, pursuant to this Section
2.02, a portion thereof) as to which the Put has been exercised a certificate
(or other evidence of ownership) ,for the number of full shares of Common Stock
issuable upon the exercise of the Put and cash in lieu of any fractional share
determined pursuant to Section 2.03. The person in whose name the certificate is
registered shall be treated as a stockholder of record on and after the Put
Date, and such person, following the exchange of the relevant Note or part
thereof in accordance herewith, shall no longer be a Holder of the Notes as to
which the Put has been exercised as of such date. 

     

         If the Holder exercises the Put for more than
one Note at the same time, the number of shares of Common Stock issuable upon
exchange of the Notes shall be based on the total nominal amount of the Notes
exchanged. 

     

    - 4 - 

     

    

    
    


         Upon surrender of a Note that is exchanged in
part, the Company will execute and deliver to the Holder a Note certificate in
an authorized denomination equal in nominal amount to the unexchanged portion of
the Note surrendered. 

     

         SECTION 2.03. Fractional Shares.
The Company will not issue a fractional share of Common Stock upon exchange of a
Note. Instead, the Company will deliver cash for the fractional share, to the
nearest 1/10,000th of a share, equal to an amount determined by multiplying (i)
such fractional share by (ii) the closing sale price of the Common Stock on the
principal exchange or quotation system on which the Common Stock is then traded
(or if there is no sale of the Common Stock reported on such trading day, the
average of the low ask and high bid prices for the Common Stock on such trading
day) on the last trading day prior to the Put Date and rounding the product to
the nearest whole cent. 

     

         SECTION 2.04. Taxes on Conversion.
If a Holder exercises the Put, the Company shall pay any documentary, stamp or
similar issue or transfer tax due on the issue of shares of Common Stock upon
exchange. However, the Holder shall pay any such tax which is due because the
Holder requests the shares to be issued in a name other than the Holder’s name.
The Put/Call Agent may refuse to deliver the certificates representing the
Common Stock being issued in a name other than the Holder’s name until the
Put/Call Agent receives a sum sufficient to pay any tax which will be due
because the shares are to be issued in a name other than the Holder’s name.
Nothing herein shall preclude any tax withholding required by law or regulations
by the Company. 

     

         SECTION 2.05. Reservation of Stock,
Validity of Shares; Listing. The Company will at all times reserve and
keep available, out of the aggregate of its authorized but unissued shares of
Common Stock or its authorized and issued shares of Common Stock held in its
treasury, for the purpose of enabling it to satisfy any obligation to issue
shares of Common Stock upon exchange of the Notes following exercise of the Put,
the maximum number of shares of Common Stock which may then be deliverable upon
the exchange of all outstanding Notes upon the exercise of the Put. The Company
may in its discretion use such shares of Common Stock reserved for the Put
pursuant to this Section with respect to any Call. The Company or, if appointed,
the transfer agent for the Common Stock (the “Transfer Agent”) and
every subsequent transfer agent for any shares of the Company’s capital stock
issuable upon the exchange of any of the Notes upon exercise of the Put shall be
authorized and directed at all times to reserve such number of authorized
‘shares as shall be required for such purpose. The Company shall keep a copy of
this Agreement on file with the Transfer Agent and with every subsequent
transfer agent for any shares of the Company’s capital stock issuable upon the
exchange of the Notes. The Company will furnish such Transfer Agent a copy of
all notices of adjustments and certificates related thereto, transmitted to each
Holder. 

     

         All shares of Common Stock delivered upon
exchange of the Notes following exercise of the Put shall be newly issued shares
or treasury shares, shall be duly and validly issued and fully paid and
nonassessable and shall be free from preemptive rights and free of any lien or
adverse claim. 

     

    - 5 - 

     

    

    
    


         The Company will list or cause to have quoted
such shares of Common Stock issuable upon exercise of the Put on each securities
exchange or such other market on which the Common Stock is then listed or
quoted. 

     

    ARTICLE III
THE
CALL 

     

         SECTION 3.01. Call Exercise
Generally. At any time during the Call Period, the Company, at its
option, may exercise the Call with respect to all of the Notes, as provided
herein. Upon exercise of the Call, 

     

         (i) if the Common Stock has had a Daily Market
Price at or above the Call Target Price then in effect for 20 or more out of 30
consecutive trading days at any time after the Issue Date, the Company shall
issue to the Holders that number of shares of Common Stock equal to (x) the
nominal amount of the Notes exchanged divided by (y) the Put/Call Rate as of the
Call Date (as defined below) and pay to the Holders an amount in cash equal to
accrued but unpaid interest on the Notes to the Call Date or; 

     

         (ii) if the Common Stock has not had a Market Value
at or above the Call Target Price for 20 or more out of 30 consecutive trading
days at any time after the Issue Date, at the election of the Company, the
Company shall either- 

     

         (1) issue to the Holders that number of shares of
Common Stock equal to (x) the nominal amount of the Notes exchanged divided by
(y) the average of the Daily Market Prices for the ten trading days ending two
trading days prior to the date that the Call Exercise Notice is first sent to
Holders, and pay to the Holders an amount in cash equal to accrued but unpaid
interest on the Notes to the Call Date; or 

     

         (2) pay to the Holders $1.00 for each $1.00
nominal amount of Notes subject to the Call, plus an amount in cash equal to any
accrued but unpaid interest on the Notes to the Call Date. 

     

         No adjustment to the Put/Call Rate shall be
made in respect of any accrued but unpaid interest on the Notes, whether before
or after the record date for payment of any such interest. 

     

         The date that the Company specifies for the
exchange of the Notes pursuant to exercise of the Call as specified herein is
referred to as the “Call Date.”


     

         The Company shall give the notice of a Call to
the Put/Call Agent at least thirty (30) days but not more than sixty (60) days
before the Call Date (unless a shorter notice shall be satisfactory to the
Put/Call Agent). The Company shall accompany such notice with a copy of the
register of the record owners of the Notes then outstanding and shall promptly
furnish the Put/Call Agent with any changes in such register prior to the Call
Date. 

     

    - 6 - 

     

    

    
    

     

         SECTION 3.02. Call Exercise Notice.
At least thirty (30) days but not more than sixty (60) days before a Call Date,
the Company shall send a notice of redemption (“Call Exercise
Notice”), by a method permitted for the delivery of a notice to the
Holders pursuant to Section 6.1 below, to each Holder of Notes at its registered
address. 

     

         The Call Exercise Notice shall
state: 

     

         (1) the Call Date;

     

         (2) whether the Call is for shares or cash; 

     

         (3) if the call is for shares, the Put/Call Rate
(as subject to adjustment pursuant to Article IV prior to the Call Date) or, in
the case of a Call exercised pursuant to clause (ii) (1) of Section 3.01, the
number of shares of Common Stock exchangeable for each $1,000 nominal amount of
Notes; 

     

         (4) if the Call is for cash, that the Company will
pay to the Holders $1.00 for each $1.00 nominal amount of Notes subject to the
Call; 

     

         (5) the accrued but unpaid interest to the Call
Date, to the extent it can be determined; 

     

         (6) the name and address of the Put/Call Agent; 

     

         (7) that the Notes must be surrendered to the
Put/Call Agent to receive the cash or shares of Common Stock issuable in
exchange for the Notes, as applicable; and 

     

         (8) that, unless the Company defaults in issuing
the shares of Common Stock or to pay the cash as the case may be, in exchange
for the Notes called for exchange, such Notes will cease to accrue interest on
and after the Call Date. 

     

         At the Company’s request, the Put/Call Agent
shall give the notice of exercise of the Call in the Company’s name and at the
Company’s expense, provided that the Company makes such request at least fifteen
(15) days (unless a shorter period shall be acceptable to the Put/Call Agent)
prior to the date such notice of redemption must be mailed. 

     

         SECTION 3.03. Competing Notices/Effect of
Notice of Redemption. If, following service of a Call Exercise Notice and
prior to the date falling five (5) days before the relevant Call Date, a Put
Exercise Notice is served by any Holder pursuant to Article II above, then that
Call Exercise Notice shall cease to have effect in relation to the Notes subject
to the Put Exercise Notice. Subject thereto and provided the relevant Notes
remain outstanding on the Call Date, once notice of exercise of the Call is
given pursuant to Section 3.02, the Notes will become mandatorily exchangeable
on the Call Date. Upon surrender to the Put/Call Agent, the Notes shall be
exchanged for shares of Common Stock or cash in accordance with Section 3.01.


     

         SECTION 3.04. Call Date. Subject
only to Section 3.03 above and Section 3.05 below, on the Call Date, -upon
surrender by a Holder to the Put/Call Agent of, and provision to the Put/Call
Agent of a duly executed form of transfer in relation to, the Notes, the Notes
of any Holder shall be exchanged on the Call Date by the Put/Call Agent for the
appropriate number of shares of Common Stock or cash as provided in Section 3.01
above, and the Put/Call Agent shall in addition pay to each Holder its
entitlement of cash in lieu of any fractional share determined pursuant to
Section 3.06 herein and any interest accrued but unpaid.

     

    - 7 - 

     

    

    
    


         SECTION 3.05. Deposit of Redemption
Price. The Company shall make available to the Put/Call Agent sufficient
Common Stock to exchange the Notes on the Call Date, together with cash in lieu
of fractional shares as provided in Section 3.06 and in respect of accrued but
unpaid interest. 

     

         SECTION 3.06. Fractional Shares.
The Company will not issue a fractional share of Common Stock upon exchange of a
Note. Instead, the Company will deliver cash for the fractional share, to the
nearest 1/10,000th of a share, equal to an amount determined by multiplying (i)
such fractional share by (ii) the closing sale price of the Common Stock on the
principal exchange or quotation system on which the Common Stock is then traded
(or if there is no sale of the Common Stock reported on such trading day, the
average of the low ask and high bid prices for the Common Stock on such trading
day) on the last trading day prior to the Call Date and rounding the product to
the nearest whole cent. 

     

         SECTION 3.07. Taxes on Conversion.
If the Company exercises the Call, the Company shall pay any documentary, stamp
or similar issue or transfer tax due on the issue of shares of Common Stock upon
exchange. However, the Holder shall pay any such tax which is due because the
Holder requests the shares to be issued in a name other than the Holder’s name.
The Put/Call Agent may refuse to deliver the certificates representing the
Common Stock being issued in a name other than the Holder’s name until the
Put/Call Agent receives a sum sufficient to pay any tax which will be due
because the shares are to be issued in a name other than the Holder’s name.
Nothing herein shall preclude any tax withholding required by law or regulations
by the Company. 

     

         SECTION 3.08. Validity of Shares,
Listing.

     

         All shares of Common Stock delivered upon
exchange of the Notes following exercise of the Call shall be newly issued
shares or treasury shares, shall be duly and validly issued and fully paid and
nonassessable and shall be free from preemptive rights and free of any lien or
adverse claim. 

     

         The Company will list or cause to have quoted
such shares of Common Stock issuable upon exercise of the Call on each
securities exchange or such other market on which the Common Stock is then
listed or quoted. 

     

    ARTICLE
IV
ADJUSTMENTS TO THE PUT/CALL
RATE 

     

         SECTION 4.01. Adjustments to the Put/Call
Rate. The Put/Call Rate is subject to adjustment from time to time upon
the occurrence of the events enumerated in this Section 4.01. 

     

    
      	(a)	      	Declaration of Stock Dividend, Splits,
      Reverse Splits or Reclassification or Reorganization: other
      Distributions.


    

     

    - 8 - 

     

    

    
    


    
      	      	(i)	      	In
      case the Company shall declare any dividend or other distribution upon its
      outstanding shares of Common Stock payable in Common Stock or shall
      subdivide its outstanding shares of Common Stock into a greater number of
      shares, then the Put/Call Rate, the Call Target Price and the Interest
      Rate Hurdle shall be decreased in inverse proportion to the increase in
      the number of shares of Common Stock outstanding through such dividend,
      other distribution, or subdivision. In case the Company shall at any time
      combine the outstanding shares of its Common Stock into a smaller number
      of shares, the Put/Call Rate, the Call Target Price and the Interest Rate
      Hurdle shall be increased in inverse proportion to the decrease in the
      number of shares of Common Stock outstanding through such combination. The
      Company shall cause a notice to be mailed to each Holder at least ten (10)
      days prior to the applicable record date for the activity covered by this
      Section 4.01(a)(i). The Company’s failure to give the notice required by
      this Section 4.01(a)(i) or any defect therein shall not affect the
      validity of the activity covered by this Section 4.01(a)(i).
      Notwithstanding the foregoing, nothing in this paragraph will prejudice
      the rights of the Holders pursuant to this Agreement.
	
            	 
	
            	(ii)	
            	In
      case the Company shall at any time (including in connection with any
      merger, consolidation or sale of all or substantially all the assets of
      the Company in which Section 4.01(d) hereof is not applicable) (i) issue
      any evidence of indebtedness, shares of its stock or any other securities
      to all holders of shares of Common Stock by reclassification of its shares
      of Common Stock, (ii) distribute any rights, options or warrants to
      purchase or subscribe for any evidence of indebtedness, shares of its
      stock (other than distributions for which adjustment may be made pursuant
      to Section 4.01(b) or Section 4.01(e)) or any other securities to all
      holders of shares of Common Stock, (iii) distribute cash (other than
      regular quarterly or semi-annual cash dividends) or other property to all
      holders of shares of Common Stock, or (iv) issue by means of a capital
      reorganization other securities of the Company in lieu of the Common Stock
      or in addition to the Common Stock, then the Note shall be adjusted as is
      determined to be appropriate so that the Holder of each Note shall be
      entitled to receive the kind and number of shares or other securities of
      the Company or the successor entity or cash or other property that the
      Holder would have owned or have been entitled to receive after the
      happening of the event described above, had such Note been converted
      immediately prior to the happening of such event or any record date with
      respect thereto. The Company shall cause a notice to be mailed to each
      Holder at least ten (10) days prior to the applicable record date for the
      activity covered by this Section 4.01(a)(ii). The Company’s failure to
      give the notice required by this Section 4.01(a)(ii) or any defect therein
      shall not affect the validity of the activity covered by this Section
      4.01(a)(ii). Notwithstanding the foregoing, nothing in this paragraph will
      prejudice the rights of the Holders pursuant to this
  Agreement.
	
            	 
	
            	(iii)	
            	An
      adjustment made pursuant to this Section 4.01(a) shall become effective
      immediately after the effective date of such event retroactive to the
      record date, if any, for such event.


    

     

    - 9 - 

     

    

    
    


    
      	(b)	      	Adjustment for Rights
      Issuance.
	 
	 	
            	      	(i)	      	(A) In
      case the Company shall at any time distribute any rights, options or
      warrants to all holders of Common Stock entitling them, for a period
      expiring within sixty (60) days after the date of determination of the
      stockholders entitled to receive such rights (the “Record Date”)
      (or any longer period resulting from the extension of the exercise period
      which is announced following the time that the rights, options or warrants
      are first issued) for such distribution, to purchase or subscribe for
      shares of Common Stock at a price per share less than ninety percent (90%)
      of the Daily Market Price of the Common Stock on the Record Date, then the
      Put/Call Rate, the Call Target Price and the Interest Rate Hurdle in
      effect immediately prior thereto shall be adjusted as provided
      below:
	
            	
            	
            	
            	
            	 
	
            	
            	
                   Put Call Rate
      Adjustment. The Put
      Call Rate Adjustment shall be determined by the following
      formula:

            


    


    
      	
              R = Ro x

            	
              (O +
      C/M)

            
	
            	
              (O +
      A)

            


    


    
      	         
      	where:	
            	
            	
            
	 	 	
            	
            	
            
	 	R	=	
            	the adjusted Put/Call Rate;
	 	 	
            	
            	
            
	 	Ro	=	 	the Put/Call Rate immediately prior to such
adjustment;
	 	 	
            	
            	
            
	 	0	=	
            	
              the number of
      shares outstanding immediately prior to the issuance of such rights,
      options or warrants as referred to in this Section
      4.01(b)(i)(A);

            
	 	 	
            	
            	
            
	 	A	=	
            	
              the maximum
      number of shares issuable pursuant to such rights, options or warrants as
      referred to in this Section 4.01(b)(i)(A);

            
	 	 	
            	
            	
            
	 	C	=	
            	
              the aggregate
      consideration receivable by the Company for the issuance of Common Stock
      upon exercise of such rights, options or warrants as referred to in this
      Section 4.01(b)(i)(A); and

            
	 	 	
            	
            	
            
	 	M	=	     	
              the average of
      the Daily Market Prices of the Common Stock for the ten (10) consecutive
      trading days immediately preceding the Record
  Date;

            


    


                  Call Target Price Adjustment. The Call Target Price shall be determined in
accordance with the following formula: 

     

    
      	
              T = To x

            	
              (O +
      C/M)

            
	
            	
              (O +
      A)

            


    

     

    
      	         
      	where:	 	 	
            
	 	 	
            	
            	
            
	 	T	=	     	the adjusted Call Target
Price;


    


    - 10 - 

     

    

    
    


    
      	          	To     
      	=	    
	the Call Target Price immediately prior
      to such adjustment;
	
            	 	
            	
            	
            
	
            	
              and the other
      symbols in such formula have the meanings specified under “Put/Call Rate
      Adjustment” above and the preceding paragraph. 

               

                   Interest Rate Hurdle
      Adjustment. The
      Interest Rate Hurdle applicable shall be determined in accordance with the
      following formula: 

            


    


    
      	
              I = Io x

            	
              (O +
      C/M)

            
	
            	
              (O +
      A)

            


    


    
      	
            	where:	 	
            	  
	
            	 	
            	
            	
            
	
            	I	=	
            	the adjusted Interest Rate
    Hurdle;
	
            	 	
            	
            	
            
	          	Io	=	    
	the Interest Rate Hurdle immediately
      prior to such adjustment;


    


    
      	          	
              and the other
      symbols in such formula have the meanings specified under “Put/Call Rate
      Adjustment” above and the preceding paragraph; provided that no
      adjustments shall be made in the event that R would exceed Ro.
      

               

            
	 	
            	
            
	 	
            	 	
            	(B)	      	The
      adjustments shall become effective immediately after the Record Date  for the determination of shareholders entitled to
      receive the rights, warrants or options to which this Section 4.01(b)(i)
      applies. If less than all of such rights, warrants or options have been
      exercised when such rights, warrants or options expire, then the Put/Call
      Rate, the Call Target Price and the Interest Rate Hurdle shall promptly be
      readjusted to the Put/Call Rate, the Call Target Price and the Interest
      Rate Hurdle that would then be in effect had the adjustment upon the
      issuance of such rights, warrants or options been made on the basis of the
      actual number of shares of Common Stock issued upon the exercise of such
      rights, warrants or options.
	 
	 	
            	(ii)	      	In case the Company shall at any time distribute any rights,
      options or warrants to all holders of Common Stock entitling them, for a
      period expiring more than sixty (60) days after the Record Date therefor (excluding any rights, options
      or warrants originally issued with an exercise period of sixty (60) days
      or less, which, by virtue of one or more extensions, expire more than
      sixty (60) days after the Record Date therefor), to purchase or subscribe
      for shares of Common Stock at a price per share less than ninety percent
      (90%) of the Market Price of the Common Stock as of such Record Date, then
      the Company shall similarly distribute such rights, options or warrants to
      the Holders on such Record Date (without any exercise of the Put by
      Holders) as if such Holders had exercised their Put immediately prior to
      the Record Date.


    

     

    - 11 - 

     

    

    
    


    
      	(c)	      	Liquidation,
      Dissolution or Winding Up.
      Notwithstanding any other provisions hereof, in the event of the
      liquidation, dissolution, or winding up of the affairs of the Company
      (other than in connection with a consolidation, merger or sale or
      conveyance of all or substantially all of its assets or a Change or
      Spin-Off), the right to exchange the Notes shall terminate and expire at
      the close of business on the last full Business Day before the earliest
      date fixed for the payment of any distributable amount on the Common
      Stock. The Company shall cause a notice to be mailed to each Holder at
      least ten (10) Business Days prior to the applicable record date for such
      payment stating the date on which such liquidation, dissolution or winding
      up is expected to become effective, and the date on which it is expected
      that holders of record of shares of Common Stock shall be entitled to
      exchange their shares of Common Stock for securities or other property or
      assets (including cash) deliverable upon such liquidation, dissolution or
      winding up, and that each Holder may exercise the Put during such ten (10)
      Business Day period and, thereby, receive consideration in the liquidation
      on the same basis as other previously outstanding shares of the same class
      as the shares acquired upon exercise. The Company’s failure to give notice
      required by this Section 4.01(c) or any defect therein shall not affect
      the validity of such liquidation, dissolution or winding up.
      Notwithstanding the foregoing, nothing in this paragraph will prejudice
      the rights of the Holders pursuant to this Agreement. 
	 
	(d)	
            	
              Merger, Consolidation,
      etc.  In any event when (A) any person (the “ Acquirer”)
      directly or indirectly acquires the Company in a transaction in which the
      Company is merged with or into or consolidated with another person or (B)
      the Company sells or conveys all or substantially all of its assets to
      another person (unless, subsequent to such merger, consolidation or other
      transaction, the Company is the surviving entity and has reporting
      obligations under the Exchange Act as a result of having common equity
      securities outstanding, in which case, this Section shall not apply with
      respect to such merger, consolidation or other transaction) (such merger,
      consolidation or other transaction referred to hereinafter as a “ Change”)),
      then, in the case of each such Change, the following shall
      occur:

            
	 
	 	
            	(i)	      	The
      Company shall give written notice of any Change to each Holder, in
      accordance with Section 6.01 hereof, at least ten (10) Business Days
      immediately preceding but not including the date of effectiveness of the
      Change and shall also include in such written notice whether the Acquirer
      is effecting Section 4.01(d)(ii) or Section 4.01(d)(iii) below. The
      Company’s failure to give notice required by this Section 4.01(d) or any
      defect therein shall not affect the validity of the Change covered by this
      Section 4.01(d). Notwithstanding the foregoing, nothing in this paragraph
      will prejudice the rights of the Holders pursuant to this
    Agreement.
	 
	 	
            	 	
            	In
      addition, at the option of the Acquirer, the Acquirer will effect either
      Section 4.01(d)(ii) or Section 4.01(d)(iii) below, with respect to the
      rights provided to the Holders pursuant to the Notes and the Put and Call
      (provided that, if Section 4.01(d)(ii) below is not available for whatever
      reason, the Acquirer will effect Section 4.01(d)(iii) below).
      Notwithstanding the foregoing, if the Acquirer is not a public company
      with reporting obligations under the Exchange Act (or is a continuing
      public company only by virtue of securities which are not common equity
      securities under the Exchange Act), then the Acquirer will effect the
      steps described in Section 4.01(d)(iii)(A),(B), (C) and (D) below (and
      shall result in the automatic election of Section
  3.01(ii)(2).


    

     

    - 12 - 

     

    

    
    


    
      	
            	(ii)	
            	The Roll-Over Option. 
	
            	 
	
            	 	
            	(A)	
            	The
      Notes shall remain the outstanding obligations of the Company.
  
	
            	 
	
            	 	
            	(B)	      	The
      Company shall procure that the Acquirer provides a full and unconditional
      guarantee on terms reasonably satisfactory to a Majority of the Holders,
      which shall inure for the benefit of all holders of the Notes (the “Guarantee”) of
      the prompt payment when due by the Company of principal and interest under
      or arising out of the Notes. Such Guarantee shall rank pari passu equally
      and ratably without discrimination, subordination or preference as an
      unsecured debt obligation of the Acquirer.
	
            	 
	
            	 	
            	(C)	
            	The
      Company shall procure that the Acquirer executes an agreement supplemental
      hereto that provides that the Acquirer will be bound by this
      Agreement;
	
            	 
	          	 	      	(D)	
            	In the
      case of each such Change, thereafter each Holder shall receive, upon such
      Holder’s exercise of the Put pursuant to this Agreement, shares of the
      Acquirer (the “Acquirer
      Shares”) as opposed to shares of the Company, as provided for prior
      to such Change. In addition, the Put/Call Rate, the Call Target Price, and
      the Interest Rate Hurdle on the Notes shall be determined by the following
      formulae:
	
            	 
	
            	
                   Put/Call Rate
      Adjustment. After
      the Change, the Put/Call Rate shall be adjusted in the following manner:
      

            


    

     

    PC = PCo x (M/Mo)

     

    
      	
            	where:	
            	
            	  
	
            	  
	
            	PC	=	
            	the adjusted Put/Call Rate.
	
            	  
	 	PCo	=	 	the Put/Call Rate immediately prior to
      such adjustment.
	
            	  
	
            	Mo	=	
            	
              the average of
      the Daily Market Prices of the Common Stock for the first ten (10)
      consecutive trading days-immediately preceding but not including the date
      of effectiveness of the Change.

            
	
            	  	
            	
            	  
	          	M	=	     	
              the fair market
      value per share of the Acquirer Shares. As used in this formula, “fair
      market value” shall mean the average Daily Market Price of the Acquirer
      Shares for the ten (10) consecutive trading days immediately preceding but
      not including the date of effectiveness of the Change.

            
	
            	
            	
            	
            	 
	
            	
                   Call Target Price
      Adjustment. After
      the Change, the Call Target Price shall be adjusted in the following
      manner: 

            


    


    T = To x (M/Mo)

     

    - 13 - 

     

    

    
    


    
      	
            	Where:	
            	 	
            
	 	
            	
            	
            	
            
	 	T	=	
            	the adjusted Call Target
  Price.
	
            	
            	
            	 	
            
	          	To	=	     	the Call Target Price immediately prior
      to such adjustment.
	 	
            	
            	
            	
            
	
            	
              and the other
      symbols in such formula have the meanings specified under “Put/Call Rate
      Adjustment” above and the preceding paragraph. 

               

              Interest Rate Hurdle
      Adjustment. After
      the Change, the Interest Rate Hurdle applicable to the Notes shall be
      adjusted in the following manner:


            


    


    I =
Io x (M/Mo) 

     

    
      	
            	Where:	
            	 	
            
	
            	 	
            	
            	
            
	 	I	=	
            	the adjusted Interest Rate Hurdle;
	
            	 	
            	
            	
            
	          	Io	=	     	the Interest Rate Hurdle immediately prior to such
      adjustment.


    


    
      	
            	
              and the other
      symbols in such formula have the meanings specified under “Put/Call Rate
      Adjustment” above and the preceding paragraph. 

            
	 	
            	
            	
            
	          	(iii)	      	
              The Acceleration
      Option. If the
      Acquirer chooses, or if Section 4.01(d)(ii) above is not available, or if
      the Acquirer is required to do so pursuant to Section 4.01(d)(i) above,
      the Acquirer shall provide a notice to the Company to such effect at least
      ten (10) Business Days immediately preceding but not including the date of
      effectiveness of the Change, and the Company shall inform the Holders as
      soon as reasonably practicable thereafter, but in any event not later than
      five (5) Business Days immediately preceding but not including the
      effective date of the Change. In any such case, the following shall
      occur:

            
	
            	 
	
            	 	
            	(A)	
            	The Call Date
      shall be accelerated to be immediately prior to the effectiveness of the
      Change; 
	
            	 
	
            	 	
            	(B)	      	Except as
      provided in (C) below, the terms and conditions under Section 3.01 shall
      apply without the adjustments provided for in Section 4.01(d)(ii) above;
      provided, however, that if the Change is not effected, the provisions of
      this Section 4.01(d)(iii) shall not apply;
	
            	 
	
            	 	
            	(C)	
            	
              If, with respect to this
      Section 4.01(d)(iii), Section 3.01(ii) is applicable, in no event will the
      payment made or fair market value of shares of Common Stock issued by the
      Company to the Holders be less than the fair market value of the Notes. As
      used herein, the “fair market value” of the Notes shall be determined by
      an investment banking firm of national reputation and standing selected by
      the Company and reasonably acceptable to a Majority of the Holders. The
      fair market value shall be determined as of the day immediately preceding
      the first public announcement of the Change, and if payment for purposes
      of this Section 4.01(d)(iii) is in Common Stock, the Common Stock shall be
      valued at the closing price for the Common Stock on the effective date of
      the Change; and

            


    

     

    - 14 - 

     

    

    
    


    
      	          	 	(D)	      	Notwithstanding the provisions of Section 3.02, the Call Notice
      shall be sent as soon as practicable following notice of the Acquirer as
      described above.
	 
	(e)	
            	Spin-Off.
	 
	 	      	(i)      	In case the Company shall at any time pay a dividend or make a
      distribution to all holders of its Common Stock consisting of the capital
      stock of any class or series, or similar interests, of or relating to a
      subsidiary or other business unit of the Company (such transaction, a
      “Spin-Off”; such
      capital stock or other interests, the “Spin-Off
      Shares”; and such subsidiary or business unit, the “Spin-Off
      Company”), then the Company shall take such action, and shall cause
      the Spin- Off Company to take such action, so that the Notes shall be
      deemed exchanged as of the effective date of the Spin-Off, without action
      by any Holder, for a combination of new floating rate unsecured loan notes
      of the Company (the “New Notes”) and
      floating rate unsecured loan notes of the Spin-Off Company (“Spin-Off
      Notes”), as provided in this Section 4.01(e); provided, however, that
      in the event that the distribution of Spin-Off Notes to the Holders would,
      in the reasonable opinion of counsel to the Company, (i) jeopardize the
      tax-free nature of such Spin-Off or (ii) require registration with the SEC
      in circumstances where registration would not otherwise be required, then,
      at the election of the Company, either (y) the Holders shall not receive
      New Notes and Spin-Off Notes pursuant to this Section 4.01(e)(i) and the
      Put/Call Rate shall instead be adjusted pursuant to the terms of Section
      4.01(e)(ii) or (z) the Holders shall receive New Notes and Spin-Off Notes
      as contemplated above in this Section 4.01(e)(i). The terms of the New
      Notes and the Spin-Off Notes shall be identical to the terms of the Notes
      mutatis mutandis, except that the Put/Call Rates, the nominal amounts, the
      Call Target Prices and the Interest Rate Hurdles (subject to adjustment as
      provided therein) of the New Notes and the Spin-Off Notes shall be
      determined as follows:
	
            	
            	
            	 
	
            	
            	
                   Put/Call Rate
      Adjustment. The
      Put/Call Rate of the Spin-Off Notes shall be determined in accordance with
      the following formula: 

            


    

     

    Rs = Ro x Ps / (Pp + (r x Ps)) 

     

    
      	
            	where:	
            	
            	
            
	  	
            	
            	
            	
            
	 	Rs	=	 	the Put/Call Rate of the Spin-Off
      Notes;
	
            	 	
            	
            	
            
	          	Ro	=	     	the Put/Call Rate of the Notes
      immediately prior to adjustment for the Spin-Off pursuant to this Section
      4.01(e)(i);


    


    - 15 - 

     

    

    
    


    
      	
            	Pp	=	
            	
              the average of
      the Daily Market Prices of the Common Stock for the ten (10) consecutive
      trading days following the date on which the Spin-Off is consummated;
      

            
	
            	 	
            	
            	
            
	
            	r	=	
            	
              the number of
      Spin-Off Shares (which may be one or a fraction less than or greater than
      one) distributed pursuant to the Spin-Off in respect of each share of
      Common Stock; and 

            
	 	 	
            	
            	
            
	         	Ps	=	     	
              the fair market
      value per share of the Spin-Off Shares. As used in this section, “fair
      market value” shall mean the average Daily Market Price of the Spin-Off
      shares for the first ten (10) consecutive trading days following the date
      on which the Spin-Off is consummated; provided, however, that if such
      distributed securities do not begin trading within two trading days of the
      consummation of such Spin-Off or if the Spin-Off Shares do not trade for
      at least ten (10) consecutive trading days within twenty (20) days after
      the Spin-Off, then the “fair market value” of such distributed securities
      shall be determined by an investment banking firm of national reputation
      and standing selected by the Company and acceptable to a Majority of the
      Holders on the record date of the Spin-Off. 

            
	 	         	
            	
            	
            
	
            	
                   The Put/Call Rate of the New Notes shall
      be determined in accordance with the following formula:
  

            


    

     

    Rn = Ro x Ps / (Pp + (r x Ps)) 

     

    
      	
            	where	
            	 	
            
	 	 	
            	
            	
            
	         	Rn	=	     	the Put/Call Rate of the New
      Notes,
	
            	 	
            	
            	
            
	
            	
              and the other
      symbols in such formula have the meanings specified in the preceding
      paragraph of this Section 4.01(e)(i). 

               

                   Nominal Amount Adjustment.
      The nominal amount
      of each Spin-Off Note shall be determined in accordance with the following
      formula: 

            


    

     

    As = Ao x (Ps x r)/(Pp + (Ps x r)) 

     

    
      	
            	where:	
            	
            	
            
	
            	 	
            	 	
            
	 	As	=	
            	the nominal amount of the Spin-Off Note issued in exchange for any
      Note;
	
            	  	
            	
            	
            
	         	Ao	=	     	the nominal amount of the Note for which
      the Spin-Off Note is exchanged;
	
            	 	
            	
            	
            
	
            	
              and the other
      symbols in such formula have the meanings specified under “Put/Call Rate
      Adjustment” above in this Section
4.01(e)(i).

            


    


    - 16 - 

     

    

    
    


              The nominal amount of each New Note shall be
determined in accordance with the following formula: 

     

    An =  x Ao x Pp / (Pp + (r x Ps)) 

     

    
      	
            	where:	 	
            	
            
	
            	 	
            	
            	
            
	         	An	=	     	the nominal amount of the New Note
      issued in exchange for any Note;
	 	
            	
            	
            	
            
	
            	
              and the other
      symbols in such formula have the meanings specified under “Put/Call Rate
      Adjustment” above and the preceding paragraph, in each case in this
      Section 4.01(e)(i).

               

                   Call Target Price
      Adjustment. The Call
      Target Price for the Spin-Off Notes shall be determined in accordance with
      the following formula:

            


    

     

    Ts =  To x Ps / (Pp + (r x Ps)) 

     

    
      	
            	Where:	
            	
            	
            
	 	
            	
            	
            	
            
	
            	Ts	=	
            	the adjusted Call Target Price for the
      Spin-Off Notes.
	 	
            	
            	
            	
            
	         	To	=	     	the Call Target Price immediately prior
      to such adjustment.
	 	
            	
            	
            	
            
	
            	
              and the other
      symbols in such formula have the meanings specified under “Put/Call Rate
      Adjustment” above and the preceding paragraph, in each case in this
      Section 4.01(e)(i). 

               

                   The Call Target Price for the New Notes
      shall be determined in accordance with the following formula:
    

            


    


    Tn =  To x Pp / (Pp + (r x Ps)) 

     

    
      	
            	Where:	 	
            	
            
	
            	 	
            	
            	
            
	         	To	=	     	the adjusted Call Target Price for the
      New Notes.
	 	
            	
            	
            	
            
	
            	
              and the other
      symbols in such formula have the meanings specified under “Put/Call Rate
      Adjustment” above and the preceding paragraph, in each case in this
      Section 4.01(e)(i). 

               

                   Interest Rate Hurdle
      Adjustment. The
      Interest Rate Hurdle applicable on the Spin-Off Notes shall be determined
      in accordance with the following formula:


            


    


    Is = Io x Ps / (Pp + (r x Ps)) 

     

    
      	
            	Where:	
            	
            	
            
	
            	
            	 	
            	
            
	         	Is	=	     	the adjusted Interest Rate
    Hurdle;
	 	 	
            	 	
            
	
            	Io	=	
            	the Interest Rate Hurdle immediately
      prior to such adjustment.
	 	
            	
            	
            	
            
	
            	
              and the other
      symbols in such formula have the meanings specified under “Put/Call Rate
      Adjustment” above and the preceding paragraph, in each case in this
      Section 4.01(e)(i). 

            


    


    - 17 - 

     

    

    
    


    
      	
            	
              The Interest
      Rate Hurdle applicable on the New Notes shall be determined in accordance
      with the following formula: 

            
	 	
            	
            	
            	
            
	
              Is = Io x Pp / (Pp + (r x Ps))

            
	 	
            	
            	
            	
            
	
            	Where:	
            	
            	
            
	
            	 	
            	 	
            
	 	In	=	
            	the adjusted Interest Rate
    Hurdle
	
            	 	
            	
            	
            
	         	Io	=	     	the Interest Rate Hurdle immediately
      prior to such adjustment.
	
            	 	
            	
            	
            
	
            	
              and the other
      symbols in such formula have the meanings specified under “Put/Call Rate
      Adjustment” above and the preceding paragraph, in each case in this
      Section 4.01(e)(i). 

            


    


    
      	         	(ii)	      	
              In case the Company shall
      engage in a Spin-Off, and Section 4.01(e)(i) shall not be available to the
      Holders as a result of the proviso in the first paragraph of Section
      4.01(e)(i), then the Holders shall not receive New Notes and Spin-Off
      Notes and immediately prior thereto the following shall be adjusted in
      accordance with the following formulae:

            
	
            	 	
            	
            
	
            	
                   Put/Call Rate
      Adjustment. The
      Put/Call Rate of the Notes shall be determined in accordance with the
      following formula: 

            


    

     

    Rx = Ro x Pp / (Pp + (r x Ps)) 

     

    
      	
            	where:	
            	
            	
            
	 	
            	
            	
            	
            
	
            	Rx	=	
            	
              the adjusted
      Put/Call Rate. 

            
	 	
            	
            	
            	
            
	 	Ro	=	 	
              the Put/Call
      Rate immediately prior to adjustment pursuant to this Section 4.01(e)(ii).
      

            
	 	
            	 	
            	
            
	
            	Pp	=	
            	
              the average of
      the Daily Market Prices of the Common Stock for the ten (10) consecutive
      trading days following the date on which the Spin-Off is consummated.
      

            
	 	
            	
            	
            
	         	Ps	=	     	
              the fair market
      value per share of the Spin-Off Shares. As used in this section, “fair
      market value” shall mean the average Daily Market Price of the Spin-Off
      shares for the first ten (10) consecutive trading days following the date
      on which the Spin-Off is consummated; provided, however, that if such
      distributed securities do not begin trading within two trading days of the
      consummation of such Spin-Off or if the Spin-Off Shares do not trade for
      at least ten (10) consecutive trading days within twenty (20) days after
      the Spin-Off, then the “fair market value” of such distributed securities
      shall be determined by an investment banking firm of national reputation
      and standing selected by the Company and acceptable to a Majority of the
      Holders on the record date of the Spin-Off. 

            
	 	
            	
            	
            	
            
	
            	r	=	
            	the number of Spin-Off
      Shares (which may be one or a fraction less than or greater than one)
      distributed pursuant to the Spin-Off in respect of each share of Common
      Stock.


    


    - 18 - 

     

    

    
    


        Call Target Price Adjustment. The Call Target Price for the Notes shall be
determined in accordance with the following formula: 

     

    Tx = To x Pp / (Pp + (r x Ps)) 

     

    
      	
            	Where:	
            	
            	
            
	 	
            	
            	 	
            
	
            	Tx	=	
            	the adjusted Call Target Price for the Notes.
	 	
            	
            	
            	
            
	          	To	=	     	the Call Target Price for the Notes immediately prior to such
      adjustment.
	 	
            	
            	
            	
            
	
            	
              and the other
      symbols in such formula have the meanings specified immediately above
      under “Put/Call Rate Adjustment”. 

               

                   Interest Rate Hurdle
      Adjustment. The
      Interest Rate Hurdle applicable on the Notes shall be determined in
      accordance with the following formula:


            


    

     

    lx = lo x Pp / (Pp + (r x Ps)) 

     

    
      	
            	Where:	
            	
            	
            
	
            	
            	
            	
            	
            
	 	Ix	=	 	the adjusted Interest Rate Hurdle.
	 	
            	 	
            	
            
	          	Io	=	     	the Interest Rate Hurdle immediately prior to such
    adjustment
	 	
            	
            	
            	
            
	
            	
              and the other
      symbols in such formula have the meanings specified immediately above
      under “Put/Call Rate Adjustment”. 

               

              An adjustment
      made pursuant to this Section 4.01(e)(ii) shall become effective
      immediately after the determination of the adjustments referred to in this
      Section 4.01(e), retroactive to the date for the Spin-Off.
  

            


    


    
      	 	
            	(iii)	      	The
      Company shall give written notice of any Spin-Off, in accordance with
      Section 6.01 hereof, at least ten (10) Business Days prior to the record
      date therefor. The Company’s failure to give notice required by this
      Section 4.01(e)(iii) or any defect therein shall not affect the validity
      of the Spin-Off covered by this Section 4.01(e). Notwithstanding the
      foregoing, nothing in this paragraph will prejudice the rights of the
      Holders pursuant to this Agreement.
	 
	 	
            	 	
            	SECTION 4.02. General Adjustment
      Provisions.
	 
	(a)	      	Notice of
      Adjustment. Whenever the Put/Call Rate is adjusted, or the type of
      securities for which the Notes are exchangeable pursuant to the Put and
      the Call is changed, the Company shall promptly file, in the custody of
      its Secretary or an Assistant Secretary at its principal office and with
      the Put/Call Agent, an officer’s certificate setting forth the adjusted
      Put/Call Rate, Call Target Price and Interest Rate Hurdle, and, if
      applicable, Nominal Amount and the kind or nature of any other securities
      or assets for which the Notes shall become exchangeable, a statement, in
      reasonable detail, of the facts requiring such adjustment and the
      computation by which such adjustment was made. Each such officer’s
      certificate shall be made available at all reasonable times for inspection
      by the Holders at the office of the Put/Call
Agent.


    

     

    - 19 - 

     

    

    
    


    
      	(b)	
            	Good Faith
    Determination.
	 
	 	
            	(i)	
            	Subject to the following clause (ii), any determination as to
      whether an adjustment or limitation of exercise is required pursuant to
      this Section 4.01 (and the amount of any adjustment), shall be binding
      upon the Holders and the Company if made in good faith by the board of
      directors of the Company.
	 
	 	
            	(ii)	
            	If a
      Majority of the Holders shall object to any determination of the board of
      directors of the Company within ten (10) Business Days of receipt of
      notice of such determination, then such determination shall be referred to
      a national independent accounting firm in the United States (the “Accounting
      Firm”) selected by the Company and reasonably acceptable to a
      Majority of the Holders. The determination of the adjustment made by the
      Accounting Firm shall be strictly in accordance with the terms of this
      Agreement and shall be binding upon the Holders and the Company. The
      Accounting Firm shall be instructed to notify the Company and the Holders
      of its determination regarding the adjustment within fifteen (15) Business
      Days of such referral.
	 
	 	
            	(iii)	      	Whenever this Agreement provides for the reasonable approval of a
      Majority of the Holders of any action or determination, such approval
      shall be deemed to be given if a Majority of the Holders do not reasonably
      object to such action or determination by written notice to the Company
      within ten (10) Business Days of the date on which notice thereof is first
      given to the Holders. No objection shall be deemed reasonable if the
      reasons for such objection are not set forth in reasonable detail in the
      notice of objection given to the Company as aforesaid.
	 
	(c)	      	Subsequent
      Adjustments. The adjustment provisions of this Article IV shall be
      applied successively and from time to time as the circumstances requiring
      such adjustments shall occur. If as a result of an adjustment made
      pursuant to this Article IV (except as otherwise specifically provided
      herein) the Holder of any Notes thereafter surrendered for conversion
      shall be entitled to receive any securities other than shares of Common
      Stock into which the Notes were originally convertible, the Put/Call Rate,
      the Call Target Price and the Interest Rate Hurdle shall be subject to
      adjustment, from time to time, in a manner and on terms as nearly
      equivalent as practicable to the provisions with respect to the Common
      Stock contained in this Article IV.


    

     

    - 20 - 

     

    

    
    


    ARTICLE V 
THE
PUT/CALL AGENT 

     

         SECTION 5.01. Appointment. The
Company hereby appoints the Put/Call Agent as its agent to act as set forth
herein, subject to resignation or replacement of the Put/Call Agent as provided
herein. The Put/Call Agent agrees to accept such appointment, subject to the
terms and conditions as set forth herein. 

     

         SECTION 5.02. Duties of the Put/Call
Agent. The Put/Call Agent acts hereunder as agent and in a ministerial
capacity for the Company, and its duties shall be determined solely by the
provisions hereof. The Put/Call Agent shall not by any act hereunder be deemed
to make any representations as to the validity, value or authorization of any
securities or other property delivered upon exercise of the Put or the Call.


     

         Without prejudice to any liability of any
other party hereof, the Put/Call Agent shall not (i) be liable for any recital
or statement of facts contained herein or for any action taken, suffered or
omitted by it in reliance on any document or instrument believed by it in good
faith to be genuine and to have been signed or presented by the proper party or
parties, (ii) be responsible for any failure on the part of the Company to
comply with any of its covenants and obligations contained in this Agreement or
in any Note or (iii) be liable for any act or omission in connection with this
Agreement except for its own gross negligence or willful misconduct.


     

         Any notice, statement, instruction, request,
direction, order or demand of the Company shall be sufficiently evidenced by an
instrument signed by the Company’s Chairman or Vice Chairman of the Board,
President, any Vice President, its Secretary, or Assistant Secretary (unless
other evidence in respect thereof is herein specifically prescribed). Without
prejudice to any liability of any other party hereof, the Put/Call Agent shall
not be liable for any action taken, suffered or omitted by it in accordance with
such notice, statement, instruction, request, direction, order or demand
believed by it to be genuine. 

     

         The Company agrees to pay the Put/Call Agent
reasonable compensation for its services hereunder and to reimburse it for its
reasonable expenses hereunder and further agrees to indemnify the Put/Call Agent
and save it harmless against any and all losses, expenses and liabilities,
including judgments, costs and counsel fees, for anything done or omitted by the
Put/Call Agent in the execution of its duties and powers hereunder, except
losses, expenses and liabilities arising as a result of the Put/Call Agent’s
gross negligence or willful misconduct. 

     

         The Put/Call Agent may resign its duties and
be discharged from all further duties and liabilities hereunder (except
liabilities arising as a result of the Put/Call Agent’s own gross negligence or
willful misconduct), after giving thirty (30) days’ prior written notice to the
Company. At least fifteen (15) days prior to the date such resignation is to
become effective, the Put/Call Agent shall cause a copy of such notice of
resignation to be mailed to the Holder of each Note at the Company’s expense.
Upon such resignation, or any inability of the Put/Call Agent to act as such
hereunder, the Company shall appoint a new Put/Call Agent in writing. The
Company shall have complete discretion in the naming of a new Put/Call Agent,
who may be an affiliate, subsidiary or department of the Company, or any person
used by the Company as transfer agent for the Common Stock. If the Company shall
fail to make such appointment within a period of thirty (30) days after it has
been notified in writing of such resignation by the resigning Put/Call Agent,
then the Holder of any Note may apply to any court of competent jurisdiction for
the appointment of a new Put/Call Agent. 

     

    - 21 - 

     

    

    
    


         The Company may, upon notice to the Holders,
remove and replace the Put/Call Agent if the Put/Call Agent is the transfer
agent for the Company’s Common Stock and the Put/Call Agent ceases to be the
transfer agent for the Company’s Common Stock for any reason. If for any period
no person is acting as Put/Call Agent, then the Company shall discharge the
obligations that would otherwise fail to be discharged by the Put/Call Agent
during such period. 

     

         After acceptance in writing of an appointment
by a new Put/Call Agent is received by the Company, such new Put/Call Agent
shall be vested with the same powers, rights, duties and responsibilities as if
it had been originally named herein as the Put/Call Agent, without any further
assurance, conveyance, act or deed. Any former Put/Call Agent hereby agrees to
cooperate with and deliver all records to the new Put/Call Agent at the
direction of the new agent and the Company. 

     

         Any corporation into which the Put/Call Agent
or any new Put/Call Agent may be converted or merged or any corporation
resulting from any consolidation to which the Put/Call Agent or any new Put/Call
Agent shall be a party or any corporation succeeding to the trust business of
the Put/Call Agent shall be a successor Put/Call Agent under this Agreement
without any further act. Any such successor Put/Call Agent shall promptly cause
notice of its succession as Put/Call Agent to be mailed to the Company and to
each Holder. 

     

         Nothing herein shall preclude the Put/Call
Agent from acting in any other capacity for the Company. 

     

    ARTICLE
VI
MISCELLANEOUS PROVISIONS


     

         SECTION 6.01. Notices. Any notice
or demand authorized by this Agreement to be given or made to or on the Company
or the Put/Call Agent shall be sufficiently given or made when and if delivered
by a recognized international courier service or hand delivery, or by telecopier
with copy sent by first class or registered mail, postage prepaid, to the
applicable address set forth below (until the Holders are otherwise notified in
accordance with this Section by the Company): 

     

         If to the Company, then to:


     

         Vishay Precision Group,
Inc. 
     3 Great Valley
Parkway 
     Malvern, PA
19355-1307 
     Attn.:
Chief Financial Officer 
     Telecopier No.:
(484)-321-5301 
     Confirm No.: (484)-321-5300


     

         If to the Put/Call Agent, then to:


     

         American Stock Transfer & Trust
Co. 
     59 Maiden
Lane 
     New York, NY
10038 
     Attn.: Exchange
Department 
     Telecopier No: 718-234-5001
     Confirm No: 718-921-8200


     

    - 22 - 

     

    

    
    


         Any notice pursuant to this Agreement to be
given to any Holder of Notes shall be sufficiently given when and if delivered
to such Holder at the address appearing on the register maintained for that
purpose by the Company (until the Company and the Put/Call Agent are otherwise
notified in accordance with this Section by such Holder). Any such notice shall
be delivered, by overnight or hand delivery, by telecopier with copy sent by
first class mail, postage prepaid, or by first class or registered mail, postage
prepaid. 

     

         SECTION 6.02. Supplements and
Amendments. The Company and the Put/Call Agent may from time to time
amend or supplement this Agreement in good faith without the approval of any
Holders only in order to cure any ambiguity or to correct or supplement any
provision contained herein which may be defective or inconsistent with any other
provision herein. Any other amendment or supplement to this Agreement shall
require the written consent of the Holders of two-thirds (2/3) in nominal amount
of the Notes then outstanding. 

     

         SECTION 6.03. Assignments/Successors.
All the covenants and provisions of this Agreement by or for the benefit of the
Company or the Put/Call Agent shall bind and inure to the benefit of its
successors and assigns hereunder; provided, however, that any assignment by the
Company shall not relieve the Company of any of its obligations hereunder;
provided, further, that no Holder may assign its rights and obligations except
to an assignee who has executed and delivered to the Company an Assignment Form,
which Assignment Form, when executed by the transferor and transferee
thereunder, shall inure to the benefit of and be binding upon, the Company, the
Put/Call Agent and each of the other Holders. This Agreement shall be binding
upon and inure to the benefit of the successors and registered assigns of the
Initial Holders and all subsequent Holders of Notes. 

     

         SECTION 6.04. Governing Law. THIS
AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF
NEW YORK AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF SAID STATE. 

     

         SECTION 6.05. No Third Party
Beneficiaries. Nothing in this Agreement shall be construed to give to
any person other than the Company, the Put/Call Agent and the Holders of the
Notes any legal or equitable right, remedy or claim under this Agreement; but
this Agreement shall be for the sole and exclusive benefit of the Company, the
Put/Call Agent and the Holders of the Notes. 

     

         SECTION 6.06. Registered Holders.
The Company and the Put/Call Agent shall be entitled to treat as the Holders of
the Notes solely those persons in whose names the Notes are registered in the
register maintained for that purpose by the Company. 

     

         SECTION 6.07. Securities Laws. It
is the intention of the parties that the issuance of the shares of Common Stock
upon exercise of the Put or the Call shall be exempt from registration under the
United States securities laws pursuant to Section 3(a)(9) of the Securities Act
or any successor statute. If and to the extent that this exemption is not
available, the parties will take such action as may be required to permit the
delivery of the shares of Common Stock in exchange for the Notes in compliance
with the United States securities laws and the rules and regulations of the SEC
then in effect. 

     

    - 23 - 

     

    

    
    


         SECTION 6.08. Notification of
Delisting. Prior to the occurrence of a Delisting Event, the Company
will, at least ten (10) Business Days before the occurrence thereof, notify each
holder of such event. Any notice will be in writing and shall specify the date
of such Delisting Event. For these purposes “Delisting Event”
means the common stock of the Company being delisted from the principal United
States national or regional securities exchange or national quotation system on
which the shares of common stock are then listed or traded. 

     

         SECTION 6.09. Headings. The
descriptive headings of the several sections and subsections of this. Agreement
are inserted for convenience only, do not constitute a part of this Agreement
and shall not affect in any way the meanings or interpretation of this
Agreement. 

     

         SECTION 6.10. Counterparts. This
Agreement may be executed in counterparts and all such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument. 

     

     

     

    [Remainder of this
page left blank.] 

     

    - 24 - 

     

    

    
    


         IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed, as of the day and year first above
written. 

     

    
      	VISHAY PRECISION GROUP, INC
	 	
            
	 	
            
	By:	 
	
            	Name:
	
            	Title:
	 	
            
	 	
            
	AMERICAN STOCK TRANSFER
  &
	TRUST COMPANY
	 	
            
	 	
            
	By:  	 
	
            	Name:
	
            	Title:


    


    - 25 -

     

    

    
    


    
      	[Signatures of
      Initial Holders]
	 	
            
	 	
            
	By:	
            
	 
	 
	By:  	
            
	
            	Name:
	
            	Title:


    


     

     

    [Signature page to Put
and Call Agreement dated as of ____, 2010] 

     

    - 26 -

     

    

    
    


    ANNEX I

Form of Assignment 

     

    THIS ASSIGNMENT dated
[_____ 20______] is supplemental to a Put and Call Agreement (the “Agreement”)
dated _________, 2010 (as amended and restated from time to time) between Vishay
Precision Group, Inc., a Delaware corporation (the “Company”), [__________],
[_____] and [________] each an “Initial Holder”) and _________, a ___________the
(“Put/Call Agent”). 

     

    Unless otherwise
defined in this Assignment, words and expressions defined in the Agreement shall
have the same meaning when used in this Assignment. 

     

    Whereas: 

     

    (A) [_______] (the
“Transferor”) is a Holder of [_________] nominal amount of Notes (the
“Transferred Notes”). 

     

    (B) The Transferor
proposes to transfer the Transferred Notes [(being all the Notes held by it)] to
[_______] (the “Transferee”). 

     

    [(C) The Transferor
proposes to retain [__________] nominal amount of Notes (the “Retained Notes”).]


     

    Assignment 

     

    With effect from the
date on which the transfer of the transferred Notes takes effect in accordance
with the terms of the Notes, in respect of the Agreement and the Transferred
Notes only: 

     

    
      	(a)	      	the Transferor
      shall be released from further undertakings, liabilities and obligations
      to the Company and the Put/Call Agent and each of the other Holders (the
      “Non-transferring Parties”), and each of the Non-transferring Parties
      shall be released from further undertakings, liabilities and obligations
      to the Transferor, and their respective rights shall be cancelled (the
      discharged rights and
      obligations);
      and
	 
	(b)	
            	the Transferee
      shall assume such undertakings, liabilities and obligations towards, and
      acquire rights against, each of the Non-transferring Parties and each of
      the Non-transferring Parties shall assume such undertakings, liabilities
      and obligations towards, and acquire rights against, the Transferee that
      differ from such discharged rights and obligations only insofar as each
      such Non-transferring Party and the Transferee have assumed and acquired
      the same in place of each such Non-transferring Party and the
      Transferor.


    

     

    [For the avoidance of
doubt, this Assignment shall not affect the rights, undertakings, liabilities
and obligations of the Transferor in respect of the Retained Notes.]


     

    - 27 - 

     

    

    
    


    The Transferee hereby
notifies the Company that its address for notices for the purposes of Section
6.01 of the Agreement is: 

     

    
      	
            	
            	
            	
              [______]

            
	
            	 	
            	
            
	
            	
               Fax
      No:

            	
            	
              [______]

            
	
            	 	
            	
            
	                                   
      	
              Attention:

            	         
      	
              [______]

            


    

     

              This Assignment is
governed by the [laws of the State of New York]. 

     

    Signed by


     

    
      	  
	Transferor
	 
	 
	Transferee


    


    - 28 - 

     

    

    
    


    ANNEX II 

     

    PUT EXERCISE NOTICE 

     

         If you, the Holder, want to exercise
the Put, fill in the form below. 

     

         I or we, the registered owner of Notes,
irrevocably Put to the Company Notes in the nominal amount of 

     

    $_________________
(if
less than the aggregate nominal amount of all Notes held by the Holder, must be
in $2,000,000 denominations) 

     

    at the Put/Call Rate
and on the terms and conditions specified in that certain Put and Call
Agreement, dated as of _____________, 2010 by and among the parties thereto, and
request that certificates for the shares of Common Stock hereby exchanged for
the indicated nominal amount being put to the Company (and any securities or
other property issuable or transferable upon such exercise) be issued in the
name of and delivered to: 

     

    
      	 
	 
	 
	
              (Print or type
      name, address and zip code and 
social security or tax ID number of
      owner) 

               

            


    

    and, if such nominal
amount listed above shall be less than the full nominal amount of the Note(s) of
which I am the Holder, that a new Note of like tenor and date for the balance of
the nominal amount thereunder be delivered to the undersigned. 

     

    
      	 	Nominal amount of Note held immediately prior to exercise of the
      Put	
            
	
            	Nominal amount of Note for which this Put is being
    exercised	 
	     	Balance in nominal amount to be issued as a new Note	               
    


    


    
      	Date:  	 	         	Signed:  	 
	
            	(Signed exactly as your name appears on
      the Note)


    


    - 29 -