VISHAY PRECISION GROUP, INC.


DEFERRED COMPENSATION PLAN


 

 

 

 

 

(AS AMENDED AND RESTATED, EFFECTIVE

JANUARY 1, 2013)

 

 

 







VISHAY PRECISION GROUP, INC.

DEFERRED COMPENSATION PLAN 

    
Vishay Precision Group, Inc., a Delaware corporation (the “Company”), on
behalf of itself and designated Participating Affiliates, hereby amends and
restates the Vishay Precision Group Deferred Compensation Plan (the “Plan”),
effective January 1, 2013. The Plan is sponsored by the Company for the purpose
of attracting high quality executives and promoting in its key executives
increased efficiency and an interest in the successful operation of the Company.
The Plan is intended to, and shall be interpreted to, comply in all respects
with Internal Revenue Code Section 409A and those provisions of the Employee
Retirement Income Security Act of 1974, as amended, applicable to an unfunded
plan maintained primarily to provide deferred compensation benefits for a select
group of “management or highly compensated employees.” This Plan is intended to
amend, restate, and supersede the Vishay Precision Group Deferred Compensation
Plan as amended and restated effective January 1, 2010. 

ARTICLE 1 
Definitions


    
Section 1.1. Account(s) shall mean the Retirement
Account, Scheduled Distribution Accounts and any Company Contribution Account
that may be established for a particular Participant pursuant to Article 3 of
the Plan. 

    
Section 1.2. Administrator shall mean the person or
persons appointed by the Board of Directors of the Company to administer the
Plan pursuant to Article 11 of the Plan. 

    
Section 1.3. Base Salary shall mean the
Participant’s base annual salary excluding incentive and discretionary bonuses,
severance pay and other non-regular forms of compensation, before reductions for
contributions to or deferrals under any pension, deferred compensation or
benefit plans sponsored by the Company. 

    
Section 1.4. Beneficiary shall mean the person(s)
or entity designated as such in accordance with Article 10 of the Plan.


    
Section 1.5. Bonus shall mean amounts payable to
the Participant by the Company annually in the form of a discretionary or
incentive compensation or payable under the Company sponsored long term
incentive plan for the Plan Year or any other bonus designated by the
Administrator before reductions for contributions to or deferrals under any
pension, deferred compensation or benefit plans sponsored by the Company.


    
Section 1.6. Compensation shall mean Base Salary
plus Bonus. 

    
Section 1.7. Code or IRC shall mean the Internal
Revenue Code of 1986, as amended and Treasury regulations and applicable
authorities promulgated thereunder. Reference to a specific section of the Code
includes not only the section but any comparable section or sections and any
future legislation that amends, supplements or supersedes the section, all as
interpreted by Treasury regulations, Internal Revenue Service rulings,
procedures or notices and other applicable authorities. 







    
Section 1.8. Company shall mean Vishay Precision
Group, Inc and/or, as the context requires, any subsidiary corporation the
majority of the outstanding stock of which is owned, directly or indirectly by
the Company and which is designated by the Administrator as a Participating
Affiliate. 

    
Section 1.9. Company Contribution shall mean any
discretionary contribution made by the Company on behalf of a Participant
pursuant to Article 2 of the Plan. 

    
Section 1.10. Company Contribution Account shall
mean the Account established for Company Contributions pursuant to Article 3 of
the Plan. 

    
Section 1.11. Crediting Rate shall mean the notional
gains and losses credited on the Participant’s Account balance which are based
on the Participant’s, choice among the investment alternatives made available by
the Administrator pursuant to Article 3 of the Plan. 

    
Section 1.12. Disabled or Disability shall be
interpreted consistent with Code Section 409A and shall mean that the
Participant (i) is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months, or (ii) is, by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than twelve
(12) months, receiving income replacement benefits for a period of not less than
three months under an accident and health plan covering employees of the
Participant’s employer. The Administrator may require that the Participant
submit evidence of such qualification for disability benefits in order to
determine that the Participant is Disabled under this Plan. 

    
Section 1.13. Eligible Executive shall mean an
executive of the Company or Participating Affiliate selected by the
Administrator to be eligible to participate in the Plan. 

    
Section 1.14. Employer shall mean that Plan sponsor
that is the legal employer of the Participant. 

    
Section 1.15. ERISA shall mean the Employee
Retirement Income Security Act of 1974, as amended, as interpreted by Department
of Labor and Treasury regulations and applicable authorities promulgated
thereunder. 

    
Section 1.16. Financial Hardship shall mean a severe
financial hardship to the Participant resulting from an illness or accident of
the Participant, the Participant’s spouse, or the Participant’s dependent (as
defined in Code Section 152(a)), or a beneficiary, loss of the Participant’s
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant (but shall in all events correspond to the meaning of the term
“unforeseeable emergency” under Code Section 409A(a)(2)(v)). 

    
Section 1.17. Participant shall mean an Eligible
Executive who has elected to participate and has completed a Participant
Election Form pursuant to Article 2 of the Plan. 

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Section 1.18. Participant Election Form shall mean
the written agreement to make a deferral submitted by the Participant to the
Administrator on a timely basis pursuant to Article 2 of the Plan. The
Participant Election Form may take the form of an electronic communication
followed by appropriate confirmation according to specifications established by
the Administrator. 

    
Section 1.19. Participating Affiliate shall mean a
subsidiary corporation the majority of the outstanding stock of which is owned,
directly or indirectly by the Company which has been designated by the
Administrator as a Participating Affiliate and has adopted the Plan pursuant to
Section 12.6 of the Plan. 

    
Section 1.20. Plan Year shall mean the calendar
year. 

    
Section 1.21. Retirement shall mean Termination of
Employment on or after the Retirement Eligibility Date. 

    
Section 1.22. Retirement Account shall mean the
Account established for amounts payable on or after Termination of Employment
pursuant to Article 3 of the Plan. 

    
Section 1.23. Retirement Eligibility Date shall mean
the earlier of the date on which the Participant has either attained age
fifty-five (55) or completed at least ten (10) Years of Service. 

    
Section 1.24. Scheduled Distribution shall mean the
distribution elected by the Participant pursuant to Article 7 of the Plan.


    
Section 1.25. Scheduled Distribution Account shall
mean an Account established for amounts payable in the form of a Scheduled
Distribution pursuant to Articles 3 and 7 of the Plan. 

    
Section 1.26. Settlement Date shall mean the date by
which a lump sum payment shall be made or the date by which installment payments
shall commence. Unless otherwise specified, the Settlement Date shall be the
earlier of the last day of the January or July next following the event
triggering the payout. If benefits are payable in installments, after the first
installment, each subsequent installment shall be paid in January of each
subsequent Plan Year. In the case of death, the Administrator shall be provided
with the documentation reasonably necessary to establish the fact of the
Participant’s death. Notwithstanding the forgoing or any other provision of the
Plan, in the event that the Participant is a “key employee” (as defined in Code
Section 416(i) (without regard to paragraph (5) thereof) of a corporation any
stock in which is publicly traded on an established securities market, the
Settlement Date following a Termination of Employment shall be after the earlier
of (i) the last day of the sixth (6th) month following the
Participant’s Termination of Employment, or (ii) the Participant’s death,
consistent with the provisions of Code Section 409A and applicable authorities.
Benefit installments delayed by reason of the prior sentence shall be caught up
and paid together on the earlier of first day of the seventh (7th)
month following Participant’s Termination of Employment or the month following
the Participant’s death, consistent with all requirements of Code Section 409A.


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Section 1.27. Termination of Employment shall mean,
with respect to a given Participant, the date when, for any reason, including
Retirement, death or Disability, (but excluding approved leaves of absence of
six (6) months or less, or a longer period if the right to return to employment
after such period is protected by law or contract) the level of services
provided by such Participant to the Company (or any affiliate under common
ownership aggregated with the Company for purposes of Code Section 409A) in any
capacity has permanently decreased to a level equal to no more than twenty
percent (20%) of the average level of services performed by such Participant for
the Employer during the immediately preceding thirty-six (36) month period (or
the Participant’s full period of services to the Company, if a lesser period).


    
Section 1.28. Valuation Date shall mean the date
through which earnings are credited and shall be as close to the payout or other
event triggering valuation as is administratively feasible but in no event
earlier than the last day of the month preceding the month in which the payout
or other event triggering valuation occurs. 

    
Section 1.29. Years of Service shall mean the
cumulative consecutive years of continuous full- time employment with the
Company, beginning on the date the Participant first began service with the
Company, and counting, each anniversary thereof. 

ARTICLE 2 
Participation


    
Section 2.1. Elective Deferral. Each year a
Participant may elect to defer a whole percentage or specified dollar amount of
up to ninety percent (90%) of Base Salary and/or up to one hundred percent
(100%) of any Bonus for services performed during the Plan Year. The
Administrator may further limit the maximum or the minimum amount of deferrals
by any Participant or group of Participants, at any time, in its sole
discretion. 

    
Section 2.2. Participant Election Form. In order to
make a deferral, an Eligible Executive must submit a Participant Election Form
to the Administrator during the enrollment period established by the
Administrator prior to the beginning of the calendar year in which services are
performed to earn such Base Salary and Bonus. The Administrator may establish a
special enrollment period ending no later than thirty (30) days after an
Eligible Executive first becomes eligible to participate in the Plan, to allow
deferrals by such Eligible Executive of amounts earned during the balance of
such Plan Year (as long as such Eligible Executive is not already a participant
in another plan or arrangement which is aggregated with this Plan for purposes
of Code Section 409A). The Administrator may permit an Eligible Executive to
defer Compensation such that an eligible Executive may defer Compensation at a
different rate with respect to (a) Compensation up to the Social Security
Taxable Wage Base as in effect for the Plan Year, (b) Compensation in excess of
the Social Security Taxable Wage Base as in effect for the Plan Year but not in
excess of the applicable limit established for the Plan Year under Code Section
401(a)(17) and (c) Compensation in excess of the applicable limit established
for the Plan Year under Code Section 401(a)(17). To the extent allowed by Code
Section 409A, the Administrator may allow deferral elections to be made or
revised no later than six (6) months before the end of the performance period
solely with respect to any “performance-based compensation” as defined in Code
Section 409A and applicable Treasury Regulations that is based on services
performed over a period of at least twelve (12) months. If no Participant
Election Form is filed during the prescribed enrollment period, the
Participant’s election for the prior Plan Year shall continue in force for the
next Plan Year. An election to defer Base Salary or Bonus shall be irrevocable
upon termination of the enrollment period except as provided in Section 2.3,
Article 6 in the event the Participant becomes Disabled or Article 7 in the case
of a Financial Hardship.

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Section 2.3. Elections Regarding Time and Form of Payout. At the time that a Participant makes a deferral election with respect
to a Plan Year, the Participant shall also designate the time and form for
distribution of such deferral. All elections must provide for distribution to be
made at a time and in a form that is consistent with the distribution options
made available under Article 4 of the Plan. An election with respect to the time
and form of benefit payouts may only be changed under the following terms and
conditions. Except as expressly provided herein, no acceleration of a
distribution is permitted. A subsequent election that delays part or all of any
payment or changes the form of part or all of any payment is permitted if and
only if all of the following requirements are met: 

    
(1) the new election does not take effect until at least twelve (12)
months after the date on which the new election is made; 

    
(2) in the case of payments made on account of Termination of Employment
or a Scheduled Distribution, the new election delays payment for at least five
(5) years from the date that payment would otherwise have been made, absent the
new election; and 

    
(3) in the case of payments made according to a Scheduled Distribution,
the new election is not made less than twelve (12) months before the date on
which payment would have been made (or, in the case of installment payments, the
first installment payment would have been made) absent the new election; and


    
(4) when the subsequent election is made, (i) the Participant is actively
employed by the Company or a Participating Affiliate or (ii) the Participant is
a former employee of the Company or a Participating Affiliate whose Retirement
was effective within the preceding ten (10) years. 

    
Installment elections shall be treated as a single payment election for
purposes of making election changes and any portion of an Account that the
Participant has elected to receive in a single lump sum shall be treated as a
separate payment election from amounts elected to be received on an installment
basis. Election changes made pursuant to this Section shall be made on written
or electronic forms provided by the Administrator, and in accordance with rules
established by the Administrator and shall comply with all requirements of Code
Section 409A and applicable Treasury Regulations. 

    
Section 2.4. Discretionary Company Contributions.
The Company shall have the discretion to make additional Company Contributions
to the Plan on behalf of any Participant. Company Contributions shall be made in
the complete and sole discretion of the Company and no Participant shall have
the right to receive any Company Contribution regardless of whether Company
Contributions are made on behalf of other Participants. Company Contributions
shall be allocated to a Company Contributions Account established under Section
3.1, unless the Administrator, in its complete and sole discretion, shall direct
such amounts at the time the right to the Company Contribution is granted to be
credited to an outstanding Retirement Account or Scheduled Distribution Account
established pursuant to Section 3.1 for the applicable Participant.

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ARTICLE 3 
Accounts


    
Section 3.1. Participant Accounts. Solely for
recordkeeping purposes up to seven (7) Accounts shall be maintained for each
Participant. One Retirement Account and five (5) Scheduled Distribution Accounts
shall be maintained for the Participant and credited with the Participant’s
deferrals directed by the Participant to each Account at the time such amounts
would otherwise have been paid to the Participant. One (1) Company Contribution
Account shall be maintained for any Participant for whom the Company has made
Company Contributions and shall be credited with any Company Contributions made
on behalf of such Participant at the time and as directed by the Administrator.
Accounts shall be deemed to be credited with notional gains or losses as
provided in Section 3.2 from the date the deferral is credited to the Account
through the Valuation Date. 

    
Section 3.2. Vesting of Accounts. All amounts
credited to the Participants Retirement and Scheduled Distribution Accounts
shall be fully vested at all times. Amounts credited to a Participant Company
Contributions Account shall vest as determined by the Administrator at the time
such Company Contributions are made to the Plan which vesting schedule shall be
specified in an Exhibit A to the Plan which may be revised from time to time as
directed by the Administrator. 

    
Section 3.3. Crediting Rate. The Crediting Rate on
amounts in a Participant’s Account shall be based on the Participant’s choice
among the investment alternatives made available from time to time by the
Administrator. The Administrator shall establish a procedure by which a
Participant may elect to have the Crediting Rate based on one or more investment
alternatives and by which the Participant may change investment elections at
least quarterly. The Participant’s Account balance shall reflect the investments
selected by the Participant. If an investment selected by a Participant sustains
a loss, the Participant’s Account shall be reduced to reflect such loss. The
Participant’s choice among investments shall be solely for purposes of
calculation of the Crediting Rate. If the Participant fails to elect an
investment alternative the Crediting Rate shall be based on the investment
alternative selected for this purpose by the Administrator. The Company shall
have no obligation to set aside or invest funds as directed by the Participant
and, if the Company elects to invest funds as directed by the Participant, the
Participant shall have no more right to such investments than any other
unsecured general creditor. During payout, the Participant’s Account shall
continue to be credited at the Crediting Rate selected by the Participant from
among the investment alternatives or rates made available by the Administrator
for such purpose. Installment payments shall be recalculated annually by
dividing the account balance by the number of payments remaining without regard
to anticipated earnings or in any other reasonable manner as may be determined
from time to time by the Administrator. 

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Section 3.4. Statement of Accounts. The
Administrator shall provide each Participant with statements at least annually
setting forth the Participant’s Account balance as of the end of each year.


ARTICLE 4 
Benefits


    
Section 4.1. Retirement Benefits. In the event of
the Participant’s Retirement, the Participant shall be entitled to receive an
amount equal to the total balance of the Participant’s Retirement and Company
Contributions Accounts credited with notional earnings as provided in Article 3
through the Valuation Date. The benefits shall be paid in a single lump sum
unless the Participant has made a valid election under Section 2.3 to have the
benefits paid in annual installments over a specified period of not more than
twenty (20) years or a combination of both. If payments are elected to be
received in a combination of a lump sum and installments they shall be treated
as two separate payment elections for purposes of making changes pursuant to
Section 2.3. If payments are elected to be received in a combination of a lump
sum and installments, the first payment shall be the lump sum payment and all
subsequent payments shall be the installment payments. Payments shall begin on
the Settlement Date following Retirement unless the Participant has made a valid
election under Section 2.3 to have a payment election commence on a later date.


    
Section 4.2. Termination Benefit. Upon Termination
of Employment other than by reason of Retirement, death, or Disability, the
Company shall pay to the Participant a termination benefit equal to the vested
balance on Termination of Employment of all of the Participant’s Accounts
credited with notional earnings as provided in Article 3 through the Valuation
Date. The termination benefits shall be paid in a single lump sum on the
Settlement Date following Termination of Employment. 

    
Section 4.3. Small Benefit Exception.
Notwithstanding the foregoing, in the event the sum of all benefits payable to
the Participant by reason of Retirement or Termination of Employment is less
than or equal to five thousand dollars ($5,000) as of the date of Termination of
Employment, subject to compliance with Code Section 409A, benefits shall be paid
in a single lump sum payable on the Settlement Date next following Termination
of Employment. 

ARTICLE 5 
Death Benefits


    
Section 5.1. Survivor Benefit Before Benefits Commence. If the Participant dies prior to commencement of benefits under Article
4, the Company shall pay to the Participant’s Beneficiary a death benefit equal
to the total balance on death of the Participant’s Account credited with
notional earnings as provided in Article 3 through the Valuation Date. The death
benefit shall be paid in a single lump sum on the Settlement Date following the
date the Participant’s death is established by reasonable documentation.


    
Section 5.2. Survivor Benefit After Benefits Commence. If the Participant dies after benefits have commenced under Article 4,
the Company shall pay to the Participant’s Beneficiary an amount equal to the
remaining benefits payable to the Participant under the Plan over the same
period such benefits would have been paid to the Participant. Notwithstanding
the foregoing, if and as permitted by Code Section 409A and applicable
authorities, the Administrator may establish a procedure by which a Beneficiary,
after the death of a Participant, may elect to change the time and form of
distribution of death benefits.

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Section 5.3. Small Benefit Exception.
Notwithstanding the foregoing, in the event the sum of all benefits payable to a
Beneficiary as a result of the Participant’s death is less than or equal to five
thousand dollars ($5,000) as of the date of Termination of Employment, subject
to compliance with Code Section 409A, such benefits shall be paid in a single
lump sum payable on the Settlement Date next following the date the
Participant’s death is established by reasonable documentation. 

ARTICLE 6 
Disability


    
Section 6.1. Disability. In the event a Participant
becomes Disabled, deferred elections shall cease and for purposes of calculating
benefits under the Plan, Disability shall be treated as a Retirement entitling
the Participant to receive the benefits provided under Article 4.1 of the Plan.
The Disability benefits shall commence on the Settlement Date following
Termination of Employment by reason of
Disability. 

ARTICLE 7 
Scheduled Distributions


    
Section 7.1. Election. The Participant may make an
election on the Participant Election Form at the time of making a deferral to
take a Scheduled Distribution from the Account established by the Participant
for such purpose, including any earnings credited thereon. The Participant may
elect to receive the Scheduled Distribution in January or July of any Plan Year
on or after the third (3rd) Plan Year following the enrollment period
in which such Scheduled Distribution is elected and may elect to have the
Scheduled Distribution distributed over a period of up to five (5) years. The
Participant may elect to make additional deferrals into such Scheduled
Distribution Account that is not in payout status in subsequent Participant
Election Forms but may only elect another Scheduled Distribution date for such
Account in accordance with the change in elections provisions of Section 2.3.
The Participant may establish up to five (5) separate Scheduled Distribution
Accounts with different Scheduled Distribution dates but shall not establish a
sixth such Account until all of the funds in one of the first Scheduled
Distribution Accounts have been distributed in full. If a Participant mistakenly
designates that a deferral be allocated to a Scheduled Distribution Account that
is in payout status in the Plan Year the deferral would be allocated to such
Account, such deferral shall be allocated to the Participant’s Retirement
Account for such Plan Year. 

    
Section 7.2. Timing of Scheduled Distribution. The
Scheduled Distribution shall commence no later than the last day of January or
July of the Plan Year elected by the Participant in the Participant Election
Form which may be before or after Retirement, subject to Section 4.3. However,
in the event of Termination of Employment prior to the Retirement Eligibility
Date, the Scheduled Distribution shall be paid in the form of a single lump sum
on the Settlement Date following Termination of Employment as provided in
Section 4.2 of the Plan.

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In the event Termination of Employment is
as a result of the Participant’s death, the Scheduled Distribution shall be paid
as provided in Article 5 of the Plan. 

ARTICLE 8
Financial Hardship Distribution 

    
Section 8.1. Financial Hardship Distribution. Upon
a finding that the Participant (or, after the Participant’s death, a Beneficiary
if permitted under Code Section 409A) has suffered a Financial Hardship, subject
to Treasury Regulations promulgated under Code Section 409A, the Administrator
may, at the request of the Participant, approve cessation of current deferrals
under the Plan or accelerate distribution of benefits in the amount reasonably
necessary to alleviate such Financial Hardship. The amount distributed pursuant
to this Section with respect to an emergency shall not exceed the amount
necessary to satisfy such emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution, after taking into
account the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of the
Participant’s assets (to the extent the liquidation of such assets would not
itself cause severe financial hardship). 

ARTICLE 9 
Amendment and Termination of Plan 

    
Section 9.1. Amendment or Termination of Plan. The
Company may, at any time, direct the Administrator to amend or terminate the
Plan, except that no such amendment or termination may reduce a Participant’s
Account balances. If the Company terminates the Plan, no further amounts shall
be deferred hereunder, and amounts previously deferred or contributed to the
Plan shall be fully vested and shall be paid in accordance with the provisions
of the Plan prior to the termination. Notwithstanding the preceding, to the
extent permitted under Code Section 409A and applicable authorities, the
Administrator may, in its complete and sole discretion, accelerate distributions
upon termination of the Plan by reason of a “change in ownership” or “effective
control” of the Company or the Employer or a “change in ownership of a
substantial portion of assets” of the Employer or other circumstances
specifically authorized under Code Section 409A. 

ARTICLE 10 
Beneficiaries


    
Section 10.1. Beneficiary Designation. The
Participant shall have the right, at any time, to designate any person or
persons as Beneficiary (both primary and contingent) to whom payment under the
Plan shall be made in the event of the Participant’s death. The Beneficiary
designation shall be effective when it is submitted in writing to and
acknowledged by the Administrator during the Participant’s lifetime on a form
prescribed by the Administrator.


    
Section 10.2. Revision of Designation. The
submission of a new Beneficiary designation shall cancel all prior Beneficiary
designations. Any finalized divorce or marriage (other than a common law
marriage) of a Participant subsequent to the date of a Beneficiary designation
shall revoke such designation, unless in the case of divorce the previous spouse
was not designated as Beneficiary and unless in the case of marriage the
Participant’s new spouse has previously been designated as
Beneficiary.

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Section 10.3. Successor Beneficiary. If the primary
Beneficiary dies prior to complete distribution of the benefits provided in
Article 5, the remaining Account balance shall be paid to the contingent
Beneficiary elected by the Participant. 

    
Section 10.4. Absence of Valid Designation. If a
Participant fails to designate a Beneficiary as provided above, or if the
Beneficiary designation is revoked by marriage, divorce, or otherwise without
execution of a new designation, or if every person designated as Beneficiary
predeceases the Participant or dies prior to complete distribution of the
Participant’s benefits, then the Administrator shall direct the distribution of
such benefits to the Participant’s estate. 

ARTICLE 11 
Administration/Claims Procedures 

    
Section 11.1. Administration. The Plan shall be
administered by the Administrator, which shall
have the exclusive right and full discretion (i) to interpret the Plan, (ii) to
decide any and all matters arising hereunder (including the right to remedy
possible ambiguities, inconsistencies, or admissions), (iii) to make, amend and
rescind such rules as it deems necessary for the proper administration of the
Plan and (iv) to make all other determinations and resolve all questions of fact
necessary or advisable for the administration of the Plan, including
determinations regarding eligibility for benefits payable under the Plan. All
interpretations of the Administrator with respect to any matter hereunder shall
be final, conclusive and binding on all persons affected thereby. No
Administrator shall be liable for any determination, decision, or action made in
good faith with respect to the Plan. The Company will indemnify and hold
harmless the Administrator from and against any and all liabilities, costs, and
expenses incurred by such persons as a result of any act, or omission, in
connection with the performance of such persons’ duties, responsibilities, and
obligations under the Plan, other than such liabilities, costs, and expenses as
may result from the bad faith, willful misconduct, or criminal acts of such
persons. 

    
Section 11.2. Claims Procedure. Any Participant,
former Participant or Beneficiary may file a
written claim with the Administrator setting forth the nature of the benefit
claimed, the amount thereof, and the basis for claiming entitlement to such
benefit. The Administrator shall determine the validity of the claim and
communicate a decision to the claimant promptly and, in any event, not later
than ninety (90) days after the date of the claim. The claim may be deemed by
the claimant to have been denied for purposes of further review described below
in the event a decision is not furnished to the claimant within such ninety (90)
day period. If additional information is necessary to make a determination on a
claim, the claimant shall be advised of the need for such additional information
within forty-five (45) days after the date of the claim. The claimant shall have
up to one hundred and eighty (180) days to supplement the claim information, and
the claimant shall be advised of the decision on the claim within forty-five
(45) days after the earlier of the date the supplemental information is supplied
or the end of the one hundred and eighty (180) day period. Every claim for
benefits which is denied shall be denied by written notice setting forth in a
manner calculated to be understood by the claimant (i) the specific reason or
reasons for the denial, (ii) specific reference to any provisions of the Plan
(including any internal rules, guidelines, protocols, criteria, etc.) on which
the denial is based, (iii) description of any additional material or information
that is necessary to process the claim, and (iv) an explanation of the procedure
for further reviewing the denial of the claim and shall include an explanation
of the claimant’s right to submit the claim for binding arbitration in the event
of an adverse determination on review.

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Section 11.3. Review Procedures. Within sixty (60)
days after the receipt of a denial on a claim, a claimant or his/her authorized
representative may file a written request for review of such denial. Such review
shall be undertaken by the Administrator and shall be a full and fair review.
The claimant shall have the right to review all pertinent documents. The
Administrator shall issue a decision not later than sixty (60) days after
receipt of a request for review from a claimant unless special circumstances,
such as the need to hold a hearing, require a longer period of time, in which
case a decision shall be rendered as soon as possible but not later than one
hundred and twenty (120) days after receipt of the claimant’s request for
review. The decision on review shall be in writing and shall include specific
reasons for the decision written in a manner calculated to be understood by the
claimant with specific reference to any provisions of the Plan on which the
decision is based and shall include an explanation of the claimant’s right to
submit the claim for binding arbitration in the event of an adverse
determination on review. 

ARTICLE 12 
Conditions Related to
Benefits 

    
Section 12.1. Nonassignabilitv. The benefits
provided under the Plan may not be alienated, assigned, transferred, pledged or
hypothecated by any person, at any time, or to any person whatsoever. Those
benefits shall be exempt from the claims of creditors or other claimants of the
Participant or Beneficiary and from all orders, decrees, levies, garnishment or
executions to the fullest extent allowed by law. Notwithstanding the foregoing,
to the extent necessary to comply with the terms of a “domestic relations order”
(as defined in Section 414(p)(l)(B) of the Code) the Administrator shall (i)
cause all or a portion of a Participant’s Account balance to be segregated into
a sub-Account for the benefit of the Participant’s spouse, child or other
dependent of the Participant identified in such order, (ii) with respect to such
sub-Account, give the Participant’s spouse, child or dependent (or their legal
representative if such spouse, child or dependent is incompetent or a minor), as
applicable, (A) the same investment alternatives as are available to the
Participant under Section 3.3 for purposes of determining the Crediting Rate
thereafter with respect thereto until such amount is distributed under the Plan,
and (B) the same distribution form and timing options as are available to the
Participant under Article 4, as well as any other form and timing of payment
determined in the discretion of such individual or representative, including but
not limited to an immediate lump sum payment, all subject to compliance with
Code Section 409A. 

    
Section 12.2. No Right to Company Assets. The
benefits paid under the Plan shall be paid from the general funds of the
Company, and the Participant and any Beneficiary shall be no more than unsecured
general creditors of the Company with no special or prior right to any assets of
the Company for payment of any obligations hereunder. 

-11- 







    
Section 12.3. Protective Provisions. The Participant
shall cooperate with the Company by furnishing any and all information requested
by the Administrator, in order to facilitate the payment of benefits hereunder,
taking such physical examinations as the Administrator may deem necessary and
taking such other actions as may be requested by the Administrator. If the
Participant refuses to so cooperate, the Company shall have no further
obligation to the Participant under the Plan. In the event of the Participant’s
suicide during the first two (2) years in the Plan, or if the Participant makes
any material misstatement of information or non-disclosure of medical history,
then no benefits shall be payable to the Participant under the Plan, except that
benefits may be payable in a reduced amount in the sole discretion of the
Administrator. 

    
Section 12.4. Withholding. The Participant shall
make appropriate arrangements with the Company for satisfaction of any federal,
state or local income tax withholding requirements and Social Security or other
employee tax requirements applicable to the payment of benefits under the Plan.
If no other arrangements are made, the Company may provide, at its discretion,
for such withholding and tax payments as may be required, including, without
limitation, by the reduction of other amounts payable to the Participant.


    
Section 12.5. Assumptions and Methodology. The
Administrator shall establish the assumptions and method of calculation used in
accounting for and determining the present or future value of benefits,
earnings, payments, fees, expenses or any other amounts required to be
calculated under the terms of the Plan. The Administrator shall also establish
reasonable procedures regarding the form and timing of installment payments.
Such assumptions and methodology shall be established by the Administrator and
made available to Participants and may be changed from time to time by the
Administrator. 

    
Section 12.6. Adoption by Participating Affiliates.
The Administrator may authorize any subsidiary or affiliate of Vishay Precision
Group, Inc to adopt the Plan and become a Participating Affiliate. In order to
become a Participating Affiliate, such entity shall deliver to the Administrator
a corporate resolution evidencing adoption of the Plan by the Board of Directors
of the Participating Affiliate. Each Participating Affiliate, by adopting the
Plan agrees to comply with any requirements of the Administrator with respect to
administration of the plan and authorizes the Administrator and/or Vishay
Precision Group, Inc to act as its agent in all transactions in which the
Administrator believes such agency will facilitate administration of the Plan
including amendment or termination of the Plan. A Participating Affiliate may
independently terminate its participation in the Plan under the same terms and
conditions provided in Article 9. 

    
Section 12.7. Trust. The Company shall be
responsible for the payment of all benefits under the Plan. At its discretion,
the Company may establish one or more grantor trusts for the purpose of
providing for payment of benefits under the Plan. Such trust or trusts may be
irrevocable, but the assets thereof shall be subject to the claims of the
Company’s creditors. Benefits paid to the Participant from any such trust or
trusts shall be considered paid by the Company for purposes of meeting the
obligations of the Company under the Plan. 

-12- 







ARTICLE 13 
Miscellaneous


    
Section 13.1. Successors of the Company. The rights
and obligations of the Company under the Plan shall inure to the benefit of, and
shall be binding upon, the successors and assigns of the Company. 

    
Section 13.2. Employment Not Guaranteed. Nothing
contained in the Plan nor shall any action taken hereunder be construed as a
contract of employment or as giving any Participant any right to continued
employment with the Company. 

    
Section 13.3. Gender, Singular and Plural. All
pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine, or neuter, as the identity of the person or persons may require. As
the context may require, the singular may be read as the plural and the plural
as the singular. 

    
Section 13.4. Captions. The captions of the
articles, paragraphs and sections of the Plan are for convenience only and shall
not control or affect the meaning or construction of any of its provisions.


    
Section 13.5. Validity. In the event any provision
of the Plan is held invalid, void or unenforceable, the same shall not affect,
in any respect whatsoever, the validity of any other provisions of the Plan.


    
Section 13.6. Waiver of Breach. The waiver by the
Company of any breach of any provision of the Plan shall not operate or be
construed as a waiver of any subsequent breach by that Participant or any other
Participant. 

    
Section 13.7. Notice. Any notice or filing required
or permitted to be given to the Company or the Participant under this Agreement
shall be sufficient if in writing and hand-delivered, or sent by registered or
certified mail, in the case of the Company, to the principal office of the
Company, directed to the attention of the Administrator, and in the case of the
Participant, to the last known address of the Participant indicated on the
employment records of the Company. Such notice shall be deemed given as of the
date of delivery or, if delivery is made by mail, as of the date shown on the
postmark on the receipt for registration or certification. Notices to the
Company may be permitted by electronic communication according to specifications
established by the Administrator. 

    
Section 13.8. Inability to Locate Participant or Beneficiary. It is the responsibility of a Participant to apprise the Administrator
of any change in address of the Participant or Beneficiary. In the event that
the Administrator is unable to locate a Participant or Beneficiary for a period
of three (3) years, the Participant’s Account shall be forfeited to the Company.


    
Section 13.9. Errors in Benefit Statement or Distributions. In the event an error is made in an Account statement, such error shall
be corrected on the next statement following the date such error is discovered.
In the event of an error in deferral amount, consistent with and as permitted by
any correction procedures established under Code Section 409A, the error shall
be corrected immediately upon discovery by, in the case of an excess deferral,
distribution of the excess amount to the Participant, or, in the case of an
under deferral, reduction of other compensation payable to the Participant. In
the event of an error in a distribution, the over or under payment shall be
corrected by payment to or collection from the Participant consistent with any
correction procedures established under Code Section 409A, immediately upon the
discovery of such error. In the event of an overpayment, the Company may, at its
discretion, offset other amounts payable to the Participant from the Company
(including but not limited to salary, bonuses, expense reimbursements, severance
benefits or other employee compensation benefit arrangements, as allowed by law
and subject to compliance with Code Section 409A) to recoup the amount of such
overpayment(s).

-13- 







    
Section 13.10. ERISA Plan. The Plan is intended to be
an unfunded plan maintained primarily to provide deferred compensation benefits
for a select group of “management or highly compensated employees” within the
meaning of Sections 201, 301 and 401 of ERISA and therefore to be exempt from
Parts 2, 3 and 4 of Title I of ERISA. 

    
Section 13.11. Applicable Law. In the event any
provision of, or legal issue relating to, this Plan is not fully preempted by
ERISA, such issue or provision shall be governed by the laws of the State of
California. 

    
Section 13.12. Arbitration. Any claim, dispute or
other matter in question of any kind relating to this Plan which is not resolved
by the claims procedures under this Plan shall be settled by arbitration in
accordance with the applicable employment dispute resolution rules of the
American Arbitration Association. Notice of demand for arbitration shall be made
in writing to the opposing party and to the American Arbitration Association
within a reasonable time after the claim, dispute or other matter in question
has arisen. In no event shall a demand for arbitration be made after the date
when the applicable statute of limitations would bar the institution of a legal
or equitable proceeding based on such claim, dispute or other matter in
question. The decision of the arbitrators shall be final and may be enforced in
any court of competent jurisdiction.. The arbitrators may award reasonable fees
and expenses to the prevailing party in any dispute hereunder and shall award
reasonable fees and expenses in the event that the arbitrators find that the
losing party acted in bad faith or with intent to harass, hinder or delay the
prevailing party in the exercise of its rights in connection with the matter
under dispute. 

    
IN WITNESS WHEREOF, the Company has caused this Plan to be executed this
19th day of February, 2013. 


	Vishay Precision Group, Inc.
	 
	 
	By:       	/s/ Steven Klausner
	Its:	Vice President,
  Treasurer




-14- 







EXHIBIT A 
VISHAY PRECISION GROUP, INC 
DEFERRED COMPENSATION PLAN


    
WHEREAS, Vishay Precision Group, Inc. (the “Company”) on behalf of itself
and Participating Employers has adopted and maintains that certain amended and
restated Deferred Compensation Plan (the “Plan”), effective January 1, 2013 (the
“Plan”); 

    
WHEREAS, Section 3.2 of the Plan provides that Company Contributions
shall vest as determined by the Administrator and specified in an Exhibit A to
the Plan which may be revised from time to time as directed by the
Administrator; 

    
WHEREAS, Company Contributions have been made to the Plan and future
Company Contributions are intended to be made to the Plan for which the
Administrator desires to specify the timing of vesting; 

    
NOW, THEREFORE, the Administrator by the authority vested in it under the
terms of the Plan hereby establishes the following vesting provisions for
Company Contributions to the Plan: 

    
(1) All Company Contributions credited to the Plan as of January 1, 2013
shall be fully vested as of such date, 

    
(2) All Company Contributions credited to the Plan after January 1, 2013
shall be fully vested as of the date of contribution unless a delayed vesting
date is specifically provided under the terms of a special “Discretionary
Company Contribution Grant Notice” which shall be provided to the Participant
and retained by the Administrator. 

    
IN WITNESS WHEREOF, the Administrator has caused this Exhibit A to be
adopted and executed by its duly authorized representative effective as of
January 1, 2013. 


	VISHAY PRECISION GROUP, INC.
	Deferred Compensation Plan
      Administrator
	  
	  
	By:       	/s/ Steven Klausner
	 
    	 
    
	Title:       	Vice President,
  Treasurer
	 
    	 
    
	Date:	February 19,
      2013