AMENDMENT TO EMPLOYMENT AGREEMENT


          THIS
AMENDMENT (this “Amendment”), dated
December 8, 2011, is made by and between VISHAY ADVANCED TECHNOLOGIES, LTD, (the
“Company”), a corporation organized under the laws of the State of Israel and a
wholly-owned subsidiary of VISHAY PRECISION GROUP, a Delaware corporation
(“VPG”), and ZIV SHOSHANI (the “Executive”). 

          WHEREAS, the Company and the Executive are parties to an employment
agreement, dated November 17, 2010 (the “Employment Agreement”);

          WHEREAS, Section 8.5 of the Employment Agreement provides that the
Company and the Executive may amend the Employment Agreement by mutual agreement
in writing; and 

          WHEREAS, the Company and the Executive desire to amend the Employment
Agreement as set forth herein. 

          NOW
THEREFORE, in consideration of the
premises and the mutual benefits to be derived herefrom and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows: 

          1.
Section 4.2(c) of the Employment Agreement is hereby amended in its entirety to
read as follows: 

          “(c)
For each fiscal year during the Term, the Bonus (if any) shall be paid on the
fifth consecutive trading day after the date that VPG releases earnings for the
prior fiscal year; provided, however, that if VPG does not release earnings on
or before December 15th of the fiscal year immediately following the fiscal year
with respect to which the Bonus relates, no Bonus shall be paid in respect of
such prior fiscal year.” 

          2.
Section 4.4 of the Employment Agreement is hereby amended in its entirety to
read as follows: 

          “4.4
Long-Term Equity Incentive.

               (a)
Fiscal Year 2011 Annual Equity
Grant. 

                    (i)
With respect to the Company’s 2011 fiscal year (“Fiscal 2011”), Executive shall be
eligible to receive a restricted stock unit award with respect to shares of
Common Stock (the “2011 LTI
Award”), with a target value equal to 100% of
Base Salary. The actual amount of the 2011 LTI Award payable to Executive shall
be determined by the Board of Directors upon recommendation of the Compensation
Committee, and shall be based upon VPG’s achievement of the Performance Goals
for Fiscal 2011. The value of the 2011 LTI Award granted to Executive hereunder
shall be equal to 50% of Base Salary on the 2011 LTI Grant Date if 80% of the
annual Performance Goals are achieved. In addition, the value of the 2011 LTI
Award granted to Executive (if any) shall increase by 2.5% of Base Salary for
each additional 1% of the Fiscal 2011 Performance Goals which are achieved for
Fiscal 2011, provided that the maximum 2011 LTI Award which Executive shall be
eligible to earn is 100% of Base Salary. To the extent that the Executive earns
a 2011 LTI Award based on the achievement of the Fiscal 2011 Performance Goals
pursuant to this Section 4.4(a)(i), the Company shall cause VPG to issue to
Executive a restricted stock unit (“RSU”) award with the number of shares
of Common Stock issued in respect of such award determined by dividing the
amount of the 2011 LTI Award by the average closing price of Common Stock for
the five (5) consecutive trading days starting with the first trading day
immediately after the date that VPG releases earnings for the 2011 fiscal year
(the “2011 Release Date”); provided, however, that if the 2011 Release Date does not
occur on or before December 15, 2012, no 2011 LTI Award shall be granted.








                    (ii)
The 2011 LTI Award shall vest 25% on the 2011 LTI Grant Date and 25% on each of
the next three anniversaries of the 2011 LTI Grant Date; provided that Executive
remains continuously employed by the Company through each such vesting date;
provided, further that the 2011 LTI Award shall become 100% vested and be paid
upon a Change in Control or upon Executive’s termination of employment by the
Company without Cause, Executive’s resignation for Good Reason, or termination
of employment due to Disability or death. 

                    (iii)
The 2011 LTI Award (if any) shall be granted to Executive at the close of
business on the fifth consecutive trading day (beginning with the trading day
immediately after the 2011 Release Date) following the 2011 Release Date (the
“2011 LTI Grant Date”). 

               (b)
Annual Equity Grant Commencing with Fiscal
Year 2012. Commencing on January 1, 2012 and
on each January 1 thereafter during the Term, VPG shall grant Executive an
annual equity award under VPG’s 2010 Stock Incentive Program (or any successor
plan or arrangement thereof) having a value approximately equal to 125% of
Executive’s Base Salary on such date (the “Annual Equity Grant”). Twenty-five
percent (25%) of each Annual Equity Grant shall be in the form of RSUs, and
seventy-five percent (75%) shall be in the form of performance-based restricted
stock units (“PBRSUs”). The number of shares of
Common Stock subject to such RSUs and PBRSUs shall be determined by dividing the
applicable amount of the Annual Equity Grant by the average closing price of
Common Stock on the New York Stock Exchange for the five (5) consecutive trading
days immediately preceding each January 1. Subject to Executive’s continued
employment with the Company, the RSUs and PBRSUs shall vest on January 1 of the
third year following their grant, provided that, in the case of the PBRSUs, such
PBRSUs shall vest only to the extent the performance criteria applicable to the
PBRSUs are realized, with such performance criteria and extent of vesting
established by the Compensation Committee. In the event of the termination of
Executive’s employment with the Company by the Company without Cause, by
Executive for Good Reason, or as a result of Executive’s death or Disability,
the outstanding RSUs granted pursuant to this Section 4.4(b) shall immediately
vest and the outstanding PBRSUs granted pursuant to this Section 4.4(b) shall
vest on their normal vesting date to the extent the applicable performance
criteria are realized. In the event of a Change in Control, all of such
outstanding RSUs and PBRSUs shall immediately vest.” 

          3.
Except as set forth in this Amendment, all other terms and conditions of the
Employment Agreement shall remain unchanged and
in full force and effect. 

          4.
This Amendment may be executed in one or more counterparts, each of which shall
for all purposes be deemed to be an original and all of which shall constitute
the same instrument. 

[signature page follows]

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          IN
WITNESS WHEREOF, the Company has caused this Amendment to be executed by its
duly authorized officer, and Executive has executed this Amendment, in each case
on the 8th day of December, 2011. 


	
      VISHAY ADVANCED TECHNOLOGIES,
      LTD. 

		  
	By:	/s/ Amir
      Tal
		 
	Title:  	Director
		 
		 
		/s/ Ziv Shoshani
		 
		ZIV
      SHOSHANI



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