AMENDMENT TO EMPLOYMENT AGREEMENT


          THIS
AMENDMENT (this “Amendment”), dated
December 8, 2011, is made by and between VISHAY PRECISION GROUP, INC., a
Delaware corporation, and THOMAS KIEFFER (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. The
last sentence of Section 4.2(a) of the Employment Agreement is hereby amended to
read as follows: 

          “(a)
With respect to the fiscal years referred to on Exhibit A attached hereto, Executive
shall be eligible to earn a Bonus based on the attainment of the Performance
Goals set forth on such Exhibit
A.” 

          2.
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 the Company releases earnings
for the prior fiscal year; provided, however, that if the Company 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.” 

          3.
Section 4.3 of the Employment Agreement is hereby amended in its entirety to
read as follows: 

          “4.3
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 30% 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 the Company’s achievement of the “2011
Bonus Performance Goals” set forth on Exhibit A attached hereto. The value of the 2011 LTI Award granted to Executive hereunder
shall be equal to 15% of Base Salary on the 2011 LTI Grant Date (as defined below) 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 0.75% 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 30% of Base Salary. To the extent that the Executive earns a 2011 LTI Award
based on the achievement of the 2011 Bonus Performance Goals pursuant to this Section 4.3(a)(i), the Company shall 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 the Company 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, the Company shall grant Executive
an annual equity award under the Company’s 2010 Stock Incentive Program (or any
successor plan or arrangement thereof) having a value approximately equal to 38%
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 4.3(b) shall immediately vest and the outstanding PBRSUs granted
pursuant to this Section 4.3(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.” 


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          4. The
“2011 Bonus Performance Goals” as set forth on Exhibit A to the Employment Agreement are hereby amended in their entirety as
follows: 


“2011
Bonus Performance Goals 

With respect
to fiscal year 2011 and, in each case, as established by the Board (or its
designee) for such year:


(A) 50% of
the Bonus and 50% of the 2011 LTI Award shall be conditioned on the achievement
of certain personal objectives applicable to the Chief Technology Officer
position of the Company; 

(B) 12.5% of
the Bonus and 12.5% of the 2011 LTI Award shall be conditioned on the Company’s
achievement of certain levels of Adjusted Operating Margin for such fiscal
year;

(C) 12.5% of
the Bonus and 12.5% of the 2011 LTI Award shall be conditioned on the Company’s
achievement of certain levels of Adjusted EBITDA for such fiscal
year;

(D) 20% of
the Bonus and 20% of the 2011 LTI Award shall be conditioned on the attainment
of certain levels of operating margin applicable to the Micro Measurements
Division of the Company for such year; and

(E) 5% of
the Bonus and 5% of the 2011 LTI Award shall be conditioned on the achievement
of certain levels of inventory turnover with respect to the Micro Measurements
Division of the Company for such year. 

Provided,
however, that the Board (or its designee) shall determine in its sole discretion
the extent to which each and any such criteria has been attained in such fiscal
year. 

          5. The
“2012 Bonus Performance Goals” as set forth on Exhibit A to the Employment Agreement are hereby amended in their entirety as
follows: 

“2012
Bonus Performance Goals

With respect
to fiscal year 2012 and, in each case, as established by the Board (or its
designee) for such year:

(A) 50% of
the Bonus shall be conditioned on the achievement of certain personal objectives
applicable to the Chief Technology Officer position of the Company; 

(B) 12.5% of
the Bonus shall be conditioned on the Company’s achievement of certain levels of
Adjusted Operating Margin for such fiscal year;

(C) 12.5% of
the Bonus shall be conditioned on the Company’s achievement of certain levels of
Adjusted EBITDA for such fiscal year;

(D) 20% of
the Bonus shall be conditioned on the attainment of certain levels of operating
margin applicable to the Micro Measurements Division of the Company for such
year; and

(E) 5% of
the Bonus shall be conditioned on the achievement of certain levels of inventory
turnover with respect to the Micro Measurements Division of the Company for such
year. 

Provided,
however, that the Board (or its designee) shall determine in its sole discretion
the extent to which each and any such criteria has been attained in such fiscal
year.

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          6. The
following is hereby added to the end of Exhibit A to the Employment Agreement:


“Bonus
Performance Goals After 2012

With respect
to fiscal year 2013 and for each fiscal year thereafter, in each case, as
established by the Board (or its designee) for such year:

(A) 50% of
the Bonus shall be conditioned on the achievement of certain personal objectives
applicable to the Chief Technology Officer position of the Company;

(B) 25% of
the Bonus shall be conditioned on the Company’s achievement of certain levels of
Adjusted Operating Margin for such fiscal year; and

(C) 25% of
the Bonus shall be conditioned on the Company’s achievement of certain levels of
Adjusted EBITDA for such fiscal year. 

Provided,
however, that the Board (or its designee) shall determine in its sole discretion
the extent to which each and any such criteria has been attained in such fiscal
year.” 

          7.
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. 

          8.
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 PRECISION GROUP, INC.
      

		  
	By:	/s/ Ziv
      Shoshani
		 
	Title:  	President and
      Chief Executive Officer
		 
		 
		/s/ Thomas
      Kieffer
		 
		THOMAS
      KIEFFER


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