EXHIBIT
10.33 

VISHAY PRECISION GROUP,
INC.
RESTRICTED STOCK UNIT AGREEMENT 

Pursuant to 
The Vishay Precision Group, Inc.
2010 Stock Incentive
Program 

     THIS AGREEMENT
is made and entered into by and between Vishay Precision Group, Inc., a
corporation organized and existing under the laws of the State of Delaware
(hereinafter referred to as the “Company”) and <name> (hereinafter
referred to as “Grantee”). 

    
This Agreement is made pursuant to the Vishay Precision Group, Inc. 2010
Stock Incentive Program (the “Program”), a copy of which is attached hereto and
made part of this Agreement. 

    
The Compensation Committee (“Committee”) of the Board of Directors of the
Company has approved the grant of restricted stock units to the Grantee under
the Program, to provide the Grantee with an opportunity (i) to own shares of
Common Stock (as defined in the Program), (ii) to participate in the shareholder
value of the Company, and (iii) to have a mutuality of interest with other
shareholders of the Company. The Grantee is now an employee of the Company, and
the Company desires to have the Grantee remain as an employee and to afford the
Grantee the opportunity to acquire or enlarge stock ownership in the Company, so
that the Grantee may have a direct proprietary interest in the Company’s
success. 

    
In consideration of the foregoing and of the mutual covenants and
agreements set forth below, and intending to be legally bound hereby, the
Company and the Grantee mutually promise and agree as follows: 

Grant of Restricted Stock
Units. Effective <date> (the “Grant Date”) and subject to the terms and
conditions set forth herein and in the Program, the Company hereby awards to the
Grantee <total number> (XXX) restricted stock units on the terms and
conditions set forth herein (the “Units”). Each Unit, once vested, represents an
unfunded, unsecured right of the Grantee to receive one share of Common Stock
(each a “Share”). The Units will become vested, and Shares will be issued in
respect of vested Units, as set forth in this Agreement. The terms of the
Program are hereby incorporated into this Agreement by this reference, as though
fully set forth herein. Except as otherwise provided herein, capitalized terms
herein will have the same meaning as defined in the Program. 

    
1.
Vesting of Units.

         
(a) Vesting Based on Continued Service.
<time vest number> (XXX) of the Units will vest on <vest date>,
provided that the Grantee remains continuously employed by the Company or a
Subsidiary through such date. 

         
(b) Vesting Based on Performance Criteria.
<performance vest number> (XXX) of the Units (such Units, the
“Performance-Based Units”) will vest, as and to the extent that the performance
criteria set forth on Exhibit
A hereto are satisfied, effective on <vest
date>, provided that the Grantee remains continuously employed by the Company
or a Subsidiary through such date. 







          (c) Accelerated Vesting. Notwithstanding
Sections 2(a) and 2(b) above, (i) any Unit that has not yet vested will
automatically become vested immediately prior to, and contingent upon, the
completion of a Change in Control, provided that the Grantee remains in
continuous service with the Company through the completion of that Change in
Control, and (ii) upon a cessation of Grantee’s employment (A) by the Company
without Cause (as defined in the Employment Agreement by and between the Company
and the Grantee effective <agreement date>, as amended from time to time,
hereinafter the “Employment Agreement”) (B) by the Grantee for Good Reason (as
defined in the Employment Agreement), or (C) upon death or Disability (as
defined in the Employment Agreement), (x) each Unit that is not a
Performance-Based Unit that has not yet vested will automatically become vested,
and (y)
each Performance-Based Unit that has not yet vested shall vest on <vest
date>, as and to the extent the performance criteria set forth on
Exhibit A
hereto are satisfied.

         
(d) Unvested Units Forfeited Upon Cessation of Service. Except as set forth in Section 2(c), upon any cessation of
the Grantee’s service with the Company: (i) any Unit that has not yet vested on
or prior to the date of such cessation will immediately and automatically,
without any action on the part of the Company, be forfeited, and (ii) the
Grantee will have no further rights with respect thereto. 

    
2.
Timing of Issuance. 

         
(a) Upon
the vesting of the Units pursuant to Section 2 hereof, one Share shall be
issuable for each Unit that vests, subject to the terms and provisions of the
Program and this Agreement. Thereafter, upon the Grantee’s satisfaction of any
required tax withholding obligations, the Company shall issue to the Grantee
Shares underlying any vested Units as soon as practicable (but in no event later
than 21⁄2 months after the date such Unit becomes vested pursuant to Section 2
hereof). The Company will cause the Shares to be issued in the Grantee’s name in
uncertificated form. At such time as any Units become vested, the Company will
adjust its ownership records so as to remove any legends and stop-transfer
orders with respect to the Shares underlying such vested Units, and the Company
will cause a statement of ownership with respect to the Shares underlying such
vested Units to be issued and delivered to the Grantee (provided that
appropriate arrangements have been made with the Company for the withholding or
payment of any taxes that may be due with respect to the Shares underlying such
vested Units). 

         
(b) Upon
each transfer of Shares in accordance with this Section 3, the Company shall
have satisfied its obligation with respect to the number of Units equal to the
number of Shares issued to the Grantee pursuant thereto (and, the number of
Shares (if any) the issuance of which was withheld in satisfaction of applicable
tax withholding requirements), taking into account any adjustment pursuant to
Section 5 hereof, and the Grantee shall have no further rights to claim any
additional Shares in respect thereof. 

         
(c) The
Company shall have a right to require the Grantee to remit to the Company an
amount sufficient to satisfy any federal, state and local withholding tax
requirements prior to the issuance of any Shares. The Grantee may satisfy the
applicable withholding tax obligations by paying the amount of any taxes in
cash, or, to the extent permitted by the Committee, Shares or other securities
may be delivered to the Company or deducted from the number of Shares to be
issued to the Grantee pursuant to this Agreement to satisfy the obligation in
full or in part as long as such withholding of Shares does not violate any
applicable laws, rules, or regulations of federal, state, or local authorities
(including Section 16 of the Securities Exchange Act of 1934, and the rules
promulgated thereunder, if applicable). The Grantee shall make such payment or
arrangement no later than the date as of which an amount first becomes
includible in the gross income of the Grantee for federal income tax purposes
with respect to any Shares. The obligations of the Company under the Program are
conditioned on such payment or arrangement and the Company, to the extent
permitted by law, has the right to deduct any such taxes from any distribution
of any kind otherwise due to the Grantee. 

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     3. Rights as a Stockholder. The Grantee shall have no rights as
a shareholder of the Company with respect to any Shares issuable in respect of
the Units (including, without limitation, voting and dividend rights) until the
issuance of such Shares. Once Shares are issued to the Grantee, any shareholder
agreements that apply to the Shares shall be binding on the Grantee. The award
of the Units to the Grantee shall not be deemed to confer upon the Grantee any
rights to continue in the employ of the Company.

    
4.
Changes in Capitalization. 

         
(a) The
grant of the Units pursuant to this Agreement shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets. 

         
(b) Except
as expressly provided in the Program, the Grantee shall not have any rights by
reason of any subdivision or consolidation of shares of stock of any class, the
payment of any dividend, any increase or decrease in the number of shares of
stock of any class or any dissolution, liquidation, merger or consolidation of
the Company or any other corporation. Except as expressly provided in the
Program, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to the number of Units,
and the number of Shares issuable in respect of those Units. 

         
(c) If any
fractional share would result from any such adjustment hereunder, the Company
shall not issue such fractional share, but shall round up any portion of a share
to the nearest whole number. 

    
5.
Compliance with Securities
Laws.

    
Anything in this Agreement to the contrary notwithstanding, if, at any
time specified herein for the issue and/or delivery of Shares to the Grantee,
any law, or any regulation or requirement of the Securities and Exchange
Commission or any other governmental authority having jurisdiction shall require
either the Company or the Grantee to take any action in connection with the
Shares then to be issued and/or delivered, the issue and/or delivery of the
Shares shall be deferred until the action shall have been taken; however, the
Company shall have no liability whatsoever as a result of the non-issuance of
the Shares. 

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     Any statement
of ownership reflecting ownership of the Shares by the Grantee may be stamped
with a legend or legends to make appropriate reference to such stop-transfer
orders and other restrictions as the Committee may deem advisable under the
rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which shares of Common Stock are then
listed, and any applicable Federal or state securities law. The Committee may
require the Grantee to furnish to the Company, prior to the issuance and/or
delivery of any Shares hereunder, an agreement in which the Grantee represents
that the Shares are being acquired for investment and not with a view to the
sale or distribution thereof, in order to comply with the rules, regulations and
other requirements of the Securities and Exchange Commission, any stock exchange
upon which shares of Common Stock are then listed, and any applicable federal or
state securities law. The Company may also require as a condition of the
issuance and/or delivery of the Shares, that the Grantee make such other
covenants, agreements, or representations. 

    
6.
Tax Consequences. The Grantee has had the opportunity to review with his or
her own tax advisors the federal, state and local tax consequences of the
transactions contemplated by this Agreement. The Grantee is relying solely on
such advisors and not on any statements or representations of the Company or any
of its agents. 

    
7.
The Program. This Agreement is subject to, and the Grantee agrees to be
bound by, all of the terms and conditions of the Program, a copy of which has
been provided to the Grantee. Pursuant to the Program, the Committee is
authorized to adopt rules and regulations not inconsistent with the Program as
it shall deem appropriate and proper. All questions of interpretation and
application of the Program shall be determined by the Committee and any such
determination shall be final, binding and conclusive. In the event of any
conflict between the terms of this Agreement and the terms of the Program, the
terms of the Program shall control. 

    
8.
Governing Law. This Agreement shall be
construed by and enforced in accordance with, and governed by the laws of, the
State of Delaware. 

    
9.
Notice.
Every notice or other communication
which either the Company or the Grantee may be required or permitted to give to
the other relating to the Agreement shall be in writing, and shall be mailed or
delivered to the party for whom it is intended at such address as may from time
to time be designated by such party. Unless and until some other address is so
designated, all notices or communications by the Grantee to the Company shall be
mailed to Vishay Precision Group, Inc., 3 Great Valley Parkway, Suite 150,
Malvern, PA 19355, Attention: Chief Financial Officer. All notices by the
Company to the Grantee may be delivered to the Grantee personally or may be
mailed to the Grantee at the address shown on the records of the Company.


    
10.
Consent to Electronic
Delivery. The Grantee hereby
authorizes the Company to deliver electronically any prospectuses or other
documentation related to this Agreement, the Program and any other compensation
or benefit plan or arrangement in effect from time to time (including, without
limitation, reports, proxy statements or other documents that are required to be
delivered to participants in such plans or arrangements pursuant to federal or
state laws, rules or regulations). For this purpose, electronic delivery will
include, without limitation, delivery by means of e-mail or e-mail notification
that such documentation is available on the Company’s intranet site. Upon
written request, the Company will provide to the Grantee a paper copy of any
document also delivered to the Grantee electronically. The authorization
described in this paragraph may be revoked by the Grantee at any time by written
notice to the Company. 

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     11. Successors. This agreement shall be binding upon and
inure to the benefit of the heirs, legal representatives, successors, and
permitted assigns of the parties. Any successors of this Agreement shall be
entitled to all of the rights of and obligated to abide by all provisions of any
shareholder agreements that apply to the Shares held by such successors.


    
12.
Severability. In the event that any one or
more of the provisions or portion thereof contained in this Agreement shall for
any reasons be held to be invalid, illegal, or unenforceable in any respect, the
same shall not invalidate or otherwise affect any other provisions of this
Agreement and this Agreement shall be construed as if the invalid, illegal, or
unenforceable provision or portion thereof had never been contained herein.


    
13.
Entire Agreement. This Agreement expresses the
entire understanding and agreement of the parties hereto and supersedes and
replaces any prior Agreements between the Company and the Grantee on the matters
addressed herein. 

    
14.
Transferability. The Grantee may not transfer,
sell, assign or otherwise dispose of the Units. Any attempted transfer, sale,
assignment or other disposition of the Units contrary to the provisions of this
Section shall be null and void. 

    
15.
Amendment.
Subject to the provisions of the
Program, this Agreement may only be amended by a writing signed by each of the
parties hereto. 

    
16.
Execution
in Counterparts. This Agreement may be executed, including execution by
facsimile signature, in one or more counterparts, each of which will be deemed
an original, and all of which together shall be deemed to be one and the same
instrument. 

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IN WITNESS WHEREOF, the parties have executed this Agreement on the
_____day of <date>. 


	VISHAY PRECISION GROUP, INC.
	 
	By:	 
		 
	Name:
	 
	Title:
	 
	 
	GRANTEE:
	 
	Signature
	 
	Name




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EXHIBIT
10.33 

EXHIBIT A 

The Performance-Based Units shall vest
as and to the extent the following performance criteria are satisfied: