Exhibit 10.17 

CONSULTING AND NON-COMPETITION
AGREEMENT 

     This
CONSULTING AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into
as of August 31, 2008, by and between Vishay Intertechnology, Inc., a Delaware
corporation (“Vishay”), and Richard N. Grubb, an individual (“Consultant”).

W
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     WHEREAS,
Consultant was Executive Vice President and Chief Financial Officer of Vishay
pursuant to an Employment Agreement made as of January 1, 2004 (the
“Employment Agreement”); 

     WHEREAS,
Consultant’s employment with Vishay was terminated as of August 31, 2008, and
each of Consultant and Vishay retain their respective rights, and remain subject
to their respective obligations, under the Employment Agreement;

     WHEREAS,
Vishay now desires to retain Consultant as a consultant to Vishay in such
matters as shall from time to time hereafter be requested by Vishay, on the
terms and conditions set forth herein; 

     NOW,
THEREFORE, Vishay and Consultant, each intending to be legally bound, hereby
mutually covenant and agree as follows: 

ARTICLE I 

Consultancy
Engagement 

     1.1 Engagement; Term. Vishay hereby
engages Consultant, and Consultant hereby accepts such engagement and agrees to
serve as a consultant to Vishay upon the terms and conditions hereinafter set
forth, for a term commencing as of September 1, 2008 and terminating upon 30
days advance written notice from one party to the other party (such term, the
“Consulting Term”).

     1.2 Consulting Duties. During the
Consulting Term, Consultant shall be available to render consulting services
from time to time on an as-needed basis. Consultant’s consulting duties shall
include (a) cooperating and assisting Vishay in (i) any investigation being
conducted by, or of, Vishay, and (ii) any investigation, litigation, regulatory
proceeding, or other dispute in which Vishay is involved and, in either case, as
to which Consultant had any knowledge or involvement, (b) acting as a historical
and knowledge resource to Vishay employees in connection with matters he is
familiar with, including matters related to general financial issues and the
preparation of Vishay’s financial statements, (c) transitioning his
responsibilities to employees of Vishay, and (d) providing other services as may
be reasonably assigned to Consultant. Consultant agrees to make himself
available to perform the services 

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described above and to use his best
efforts to perform such services faithfully and diligently, and to the best of
his ability and in the best interests of the Vishay. Such services will be
performed at reasonably convenient and mutually acceptable times, with
consideration for Consultant’s other business and personal obligations.
Consultant shall be permitted to engage in other business activities (including
employment), provided that such activities do not otherwise violate the terms of
the Employment Agreement, this Agreement or materially impair his ability to
perform his duties hereunder. The parties expressly agree that the Vishay shall
not be obligated to provide Consultant with any staff or office space. The
parties do not anticipate that Consultant’s
services as a Consultant will exceed, and Consultant is not required to provide
such services in excess of, 20 percent of his average level of services
performed for Vishay over the 36-month period immediately preceding the
termination of his employment with Vishay. 

     1.3
Independent Contractor Status.

     (a) In
performing the consulting services hereunder, Consultant shall be an independent
contractor. Consultant shall not be considered as having an employee status
during his consulting engagement and, except as expressly provided in the
Employment Agreement, shall not be entitled to participate in any Vishay
employee plans, arrangements or distributions by during such period. During his
consulting engagement, Consultant shall not act as an agent of Vishay and shall
not be entitled to enter into any agreements on behalf of Vishay, incur any
obligations on behalf of Vishay, or be authorized to bind Vishay in any manner.
No form of joint venture, partnership or similar relationship between the
parties is intended or hereby created. 

     (b) Except as
otherwise required by law, Vishay shall not withhold any sums from the
Consulting Fees (defined below) for Social Security or other federal, state or
local tax liabilities or contributions, and all such withholdings, liabilities,
and contributions shall be solely Consultant’s responsibility. 

     (c)
As an independent contractor during his
consulting engagement, Consultant shall be solely
responsible for determining the means and methods by which he shall perform the
services described herein. All of Consultant’s activities during his consulting
engagement will be at his own risk, and he shall have sole responsibility for
arrangements to guard against physical, financial, and other risks, as
appropriate. 

     (d) Notwithstanding the parties’ intention and agreement that Consultant be
an independent contractor and not be an employee of Vishay during his consulting
engagement, the parties recognize that the applicable law and proper application
thereof is not always clear. Consultant understands and agrees that if he should
be classified as an employee under any such law, Consultant shall remain
ineligible to participate in any Vishay pension, profit-sharing (including
401(k)), health, life, and all other employee benefit plans, and, except as
expressly set forth in the Employment Agreement, Consultant expressly waives any
right to any such benefits. The Consulting Fees to be paid to Consultant under
this Agreement take into account the fact that Consultant is ineligible in all
events to participate in such plans, and constitutes part of the consideration
for this waiver. In addition, Consultant acknowledges that policies and
practices of Vishay with respect to its employees do not apply to Consultant,
and the terms of Consultant’s 

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consulting engagement by Vishay are
governed solely by the express provisions of this Agreement. 

ARTICLE II 

Remuneration 

     2.1 Consulting Fee. Vishay will pay
Consultant and Consultant will accept consulting fees (“Consulting Fees”) during
the Consulting Term at a monthly rate of $20,000. Such Consulting Fees will be
paid monthly in arrears. 

     2.2 Reimbursement of Expenses. Vishay will
reimburse Consultant for all reasonable and necessary travel and other business
expenses as may be incurred by him during the Consulting Term in the performance
of the duties and responsibilities assigned to him in connection with his
consulting engagement under this Agreement; provide, however, that Consultant
shall not be entitled to reimbursement of first class airfare. Such
reimbursements shall be made by Vishay on a timely basis upon submission by
Consultant of proper accounts therefore in accordance with the Vishay’s standard
procedures.

     2.3 No
Other Fees, Payments or Remuneration; Cessation of Engagement. The Consulting Fees and expense reimbursement specified in
this Article II shall be in lieu of any and all other fees, payments and
remuneration in connection with Consultant’s consulting engagement with Vishay.
In the event Consultant’s consulting engagement hereunder shall cease for any
reason, then the Consulting Fees and expense reimbursement provided for in this
Article II shall cease on the date of such event, except as otherwise
specifically provided herein. 

     2.4 Access
to Facilities and Employees. During the
Consulting Term, Consultant may make use of Vishay’s facilities and of the time
and services of Vishay’s employees, in each case as the Vishay shall
determine.

ARTICLE III 

Restrictive Covenants 

     3.1 Non-Competition. During the Consulting
Term and for two years following the termination of the Consulting Term,
Consultant shall not, without the prior written consent of the Vishay, directly
or indirectly, own, manage, operate, join, control, participate in, invest in or
otherwise be connected or associated with, in any manner, including as an
officer, director, employee, independent contractor, subcontractor, stockholder,
member, manager, partner, principal, consultant, advisor, agent, proprietor,
trustee or investor, any Competing Business (as defined below); provided, however, that nothing in
this Agreement shall prevent Consultant from (A) owning five percent (5%) or
less of the stock or other securities of a publicly held corporation, so long as
Consultant does not in fact have the power to control, or direct the management
of, and is not otherwise associated with, such corporation, or (B) performing
Services for an investment bank, investment advisor or investment fund that may,
directly or indirectly, own, manage, operate, join, control, participate in,
invest in or otherwise be connected or associated with, in any manner, any
Competing Business, provided that Consultant 

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shall not, directly or indirectly, have
any responsibility whatsoever for, provide any services whatsoever to, or
otherwise be connected or associated with such Competing Business.
Notwithstanding the foregoing, if a company has separate divisions or
subsidiaries, some of which conduct a Competing Business and some of which
conduct other businesses which are not Competing Businesses, then the
restrictions imposed hereunder with respect to Competing Businesses shall apply
only to the divisions or subsidiaries of such company that conduct the Competing
Businesses, provided that (A) Consultant shall not, directly or indirectly, have
any responsibility whatsoever for, provide any services whatsoever to, or
otherwise be connected or associated with any Competing Business of the same
company, and (B) Consultant obtains the prior written consent of the Vishay,
which consent shall not be unreasonably with held. As used in this Section 3.1,
“Competing Business” means any business or venture located anywhere in the world that is
engaged in the manufacture and supply of passive and discrete active electronic
components and/or strain gages, strain gage transducers or strain gage
instrumentation to the extent Vishay or any subsidiary of Vishay is engaged in
such activities on the date hereof. 

     3.2 Non-Solicitation. During the
Consulting Term and for two years following the termination of the Consulting
Term, Consultant shall not, directly or indirectly solicit for employment, or
recruit any person who at the relevant time is an officer, director, employee,
independent contractor, subcontractor, manager, partner, principal, consultant,
or agent of Vishay or any of its subsidiaries or affiliates, or induce or
encourage any of the foregoing to terminate their employment, contractual or
other relationship (as appropriate) with Vishay or any of its subsidiaries or
affiliates, or attempt to do any of the foregoing either on Consultant’s own
behalf or for the benefit of any third person or entity. 

     3.3 Confidential Information. Consultant
agrees that he shall not, directly or indirectly, use, make available, sell,
disclose or otherwise communicate to any person, other than in the course of
providing the consulting services hereunder and for the benefit of Vishay,
either during the Consulting Term or at any time thereafter, any nonpublic,
proprietary or confidential information, knowledge or data relating to Vishay,
any of its subsidiaries, affiliated companies or businesses, which shall have
been obtained by Consultant during Consultant’s prior employment by Vishay or
during the Consulting Term. The foregoing shall not apply to information that
(i) was known to the public prior to its disclosure to Consultant; (ii) becomes
known to the public subsequent to disclosure to Consultant through no wrongful
act of Consultant or any representative of Consultant; or (iii) Consultant is
required to disclose by applicable law, regulation or legal process (provided
that Consultant provides Vishay with prior notice of the contemplated disclosure
and reasonably cooperates with Vishay at its expense in seeking a protective
order or other appropriate protection of such information). Notwithstanding
clauses (i) and (ii) of the preceding sentence, Consultant’s obligation to
maintain such disclosed information in confidence shall not terminate where only
portions of the information are in the public domain. 

     3.4 Non-Disparagement. Each of Consultant
and Vishay (for purposes hereof, Vishay shall mean only the executive officers
and directors thereof and not any other employees) agrees not to make any public
statements that disparage the other party or, in the case of Vishay, its
respective affiliates, employees, officers, directors, products or services.
Notwithstanding the foregoing, statements made in the course of sworn testimony
in administrative, judicial or 

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arbitral proceedings (including, without
limitation, depositions in connection with such proceedings) shall not be
subject to this Section 3.4. 

     3.5
Acknowledgements Respecting Restrictive
Covenants. 

     (a) Consultant has carefully read and considered the provisions of this
Article III and, having done so, agrees that: 

          (i) the restrictive covenants contained in this Article III, including,
without limitation, the scope and time period of such restrictions, are
reasonable, fair and equitable in light of Consultant’s duties and
responsibilities under this Agreement and the benefits to be provided to him
under this Agreement; and

          (ii) such restrictive covenants are reasonably necessary to protect the
legitimate business interests of Vishay. 

     (b) The
parties acknowledge that it is impossible to measure in money the damages that
will accrue to one party in the event that the other party breaches any of the
restrictive covenants contained in this Article III and that any such damages,
in any event, would be inadequate and insufficient. Therefore, if one party
breaches any restrictive covenant contained in this Article III, the
non-breaching party shall be entitled to an injunction restraining the breaching
party from violating such restrictive covenant; provided, however, that a party must provide the
other party with not less than five (5) days written notice prior to instituting
an action or proceeding to enforce any restrictive covenant contained in this
Article III. If the non-breaching party shall institute any action or proceeding
to enforce a restrictive covenant contained in this Article III, the breaching
party hereby waives, and agrees not to assert in any such action or proceeding,
the claim or defense that the non-breaching party has an adequate remedy at law.


     (c) In the
event of a breach of any of the restrictive covenants contained in this Article
III, the parties agree that the non-breaching party, in addition to any
injunctive relief as described in Section 3.5(b), shall be entitled to any other
appropriate legal or equitable remedy. 

     (d) If any of
the restrictive covenants contained in this Article III are deemed by a court of
competent jurisdiction to be unenforceable by reason of their extent, duration
or geographical scope or otherwise, the parties contemplate that the court shall
revise such extent, duration, geographical scope or other provision but only to
the extent required in order to render such restrictions enforceable, and
enforce any such restriction in its revised form for all purposes in the manner
contemplated hereby. 

     3.6 Consideration. Each of the covenants
of this Article III is given by Consultant as part of the consideration for this
Agreement and as an inducement to Vishay to enter into this Agreement and accept
the obligations hereunder. 

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ARTICLE IV 

Miscellaneous 

     4.1 Survival. Notwithstanding anything to
the contrary herein, Article III (“Restrictive Covenants”) and Article IV
(“Miscellaneous”) of this Agreement shall survive termination of this Agreement
for any reason whatsoever. 

     4.2 Notices. Any notice, consent, request
or other communication made or given in accordance with this Agreement shall be
in writing and shall be sent either (i) by personal delivery to the party
entitled thereto, (ii) by facsimile with confirmation of receipt, or (iii) by
registered or certified mail, return receipt requested. The notice, consent
request or other communication shall be deemed to have been received upon
personal delivery, upon confirmation of receipt of facsimile transmission, or,
if mailed, three (3) days after mailing. Any notice, consent, request or other
communication made or given in accordance with the Agreement shall be made to
those listed below at their following respective addresses or at such other
address as each may specify by notice to the other: 

     To Vishay: 

	 	Vishay Intertechnology, Inc. 
63 Lancaster
      Avenue 
Malvern, Pennsylvania 19355 
Attention: Chief Executive
      Officer 
Facsimile No.: (610) 889-0935 
      With Copy to: 

      Kramer Levin Naftalis & Frankel
      LLP 
1177 Avenue of the Americas 
New York, New York, 10036
      
Attention: Scott S. Rosenblum, Esq. 
Facsimile No.: (212) 715-8411
      



     To
Consultant: At Consultant’s last known address as reflected in Vishay records or
such other address as Consultant shall designate by written notice to Vishay.


     4.3
Successors.


     (a) This
Agreement is personal to Consultant and, without the prior written consent of
Vishay, shall not be assignable by Consultant otherwise than (i) to an affiliate
of Consultant or (ii) by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by Consultant’s heirs
and legal representatives. 

     (b) This
Agreement shall inure to the benefit of and be binding upon Vishay and its
successors and assigns. 

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     (c) Vishay
shall require any successor (whether direct or indirect, by purchase, merger,
consolidation, or otherwise) to all or substantially all of the business and/or
assets of Vishay expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that Vishay would have been required to
perform if no such succession had taken place. As used in this Agreement,
“Vishay”
shall mean both Vishay as defined above and any such successor that assumes and
agrees to perform this Agreement, by operation of law or otherwise. 

     4.4 Complete Understanding; Amendment; Waiver. This Agreement constitutes the complete understanding between the
parties with respect to the subject matter hereof and supersedes all other prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter hereof, and no statement, representation, warranty
or covenant has been made by either party with respect thereto except as
expressly set forth herein. This Agreement shall not be altered, modified,
amended or terminated except by a written instrument signed by each of the
parties hereto. Any waiver of any term or provision hereof, or of the
application of any such term or provision to any circumstances, shall be in
writing signed by the party charged with giving such waiver. Waiver by either
party hereto of any breach hereunder by the other party shall not operate as a
waiver of any other breach, whether similar to or different from the breach
waived. No delay on the part of Vishay or Consultant in the exercise of any of
their respective rights or remedies shall operate as a waiver thereof, and no
single or partial exercise by Vishay or Consultant of any such right or remedy
shall preclude other or further exercise thereof. Notwithstanding the foregoing,
Consultant and Vishay retain their respective rights, and remain subject to
their respective obligations, under the Employment Agreement. 

     4.5 Severability. The invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement. If any
provision of this Agreement shall be held invalid or unenforceable in part, the
remaining portion of such provision, together with all other provisions of this
Agreement, shall remain valid and enforceable and continue in full force and
effect to the fullest extent consistent with law. 

     4.6 Governing Law. This Agreement shall be
governed and construed in accordance with the laws of the State of Delaware
applicable to agreements made and to be wholly performed within that State,
without regard to the principles of conflicts of law. 

     4.7 Titles
and Captions. All Section titles or captions
in this Agreement are for convenience only and in no way define, limit, extend
or describe the scope or intent of any provision hereof.

     4.8 Counterparts. This Agreement may be
signed in one or more counterparts, each of which shall be deemed an original,
and all such counterparts shall constitute but one and the same instrument.


[Signature page follows] 

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     IN WITNESS
WHEREOF, the parties hereto have executed and delivered this Consulting and
Non-Competition Agreement as of the day and year first above written.


		VISHAY INTERTECHNOLOGY, INC.  
		  
		  
		/s/ Carl Fritz  	 
		By: Carl
      Fritz  
		Title:
      Administrative President, Americas  
		  
		  
		CONSULTANT:  
		  
		  
		/s/ Richard N. Grubb  	 
		Richard N.
      Grubb  



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