MASTER SEPARATION AND DISTRIBUTION AGREEMENT between VISHAY INTERTECHNOLOGY, INC. and VISHAY PRECISION GROUP, INC.Master Separation and Distribution Agreement • June 22nd, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories • New York
This Master Separation and Distribution Agreement (this “Agreement”) is entered into as of June 22, 2010, by and between Vishay Intertechnology, Inc., a corporation organized under the laws of the State of Delaware (“Vishay”), and Vishay Precision Group, Inc., a corporation organized under the laws of the State of Delaware (“VPG”).
EMPLOYEE MATTERS AGREEMENT by and between VISHAY INTERTECHNOLOGY, INC. and VISHAY PRECISION GROUP, INC. Dated June 22, 2010Employee Matters Agreement • June 23rd, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories • New York
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”) is entered into June 22, 2010, by and between Vishay Intertechnology, Inc., a Delaware corporation (“Vishay”), and Vishay Precision Group, Inc., a Delaware corporation (“VPG”) (each a “Party” and together the “Parties”).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • June 18th, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories • New York
WARRANT AGREEMENT (this “Agreement”) dated as of ___________, 2010 between Vishay Precision Group, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Co., a New York corporation, as warrant agent (the “Warrant Agent”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 7th, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories • New York
This Transition Services Agreement (this “Services Agreement”) is entered into and effective as of the 6th day of July, 2010 (the “Effective Date”), by and between Vishay Intertechnology, Inc., a corporation organized under the laws of the State of Delaware (“Provider”), and Vishay Precision Group, Inc., a corporation organized under the laws of the State of Delaware (“Recipient”). Provider and Recipient each may be referred to herein as a “Party” and collectively, as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • August 10th, 2016 • Vishay Precision Group, Inc. • Electronic components & accessories • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of January 1, 2016 (the “Effective Date”), by and between Vishay Precision Group, Inc., a Delaware corporation (the “Company”), and ROLAND DESILETS (the “Executive”).
Portions of this exhibit were omitted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2...Supply Agreement • July 7th, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories • New York
This SUPPLY AGREEMENT (this “Agreement”) is made as of July 6, 2010 by and between Vishay Advanced Technology, Ltd., an Israeli company (“Supplier”), and Vishay Dale Electronics, Inc., a Delaware corporation (“Buyer”). Supplier and Buyer each may be referred to herein as a “Party” and collectively, as the “Parties”.
Portions of this exhibit were omitted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2...Supply Agreement • July 7th, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories • New York
This SUPPLY AGREEMENT (this “Agreement”) is made as of July 6, 2010 by and between Vishay Precision Foil GmbH (“Supplier”), and Vishay S.A., a French company (“Buyer”). Supplier and Buyer each may be referred to herein as a “Party” and collectively, as the “Parties”.
Portions of this exhibit were omitted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2...Manufacturing Agreement • July 7th, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories • New York
This MANUFACTURING AGREEMENT (this “Agreement”) is made as of July 6, 2010 by and between Vishay S.A., a French company (“Manufacturer”), and Vishay Precision Foil VPG GmbH, a German company (“Buyer”). Manufacturer and Buyer each may be referred to herein as a “Party” and collectively, as the “Parties”.
FORM OF PATENT LICENSE AGREEMENTForm of Patent License Agreement • May 11th, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories • New York
This non-exclusive Patent License Agreement (“Agreement”) is entered into as of _____________, 2010 (the “Effective Date”), by and between Vishay Dale Electronics, Inc., a Delaware corporation (“Licensor”), and Vishay Precision Group, Inc. a Delaware corporation (“Licensee”).
Portions of this exhibit were omitted and filed separately with the Secretary of the Securities and Exchange Commission pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2...Form of Supply Agreement • May 7th, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories • New York
This SUPPLY AGREEMENT (this “Agreement”) is made as of __________, 2010 by and between Vishay Dale Electronics, Inc., a Delaware corporation (“Supplier”), and Vishay Advanced Technology, Ltd., an Israeli company (“Buyer”). Supplier and Buyer each may be referred to herein as a “Party” and collectively, as the “Parties”.
FORM OF SECONDMENT AGREEMENTForm of Secondment Agreement • May 11th, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories • New York
THIS SECONDMENT AGREEMENT (the “Agreement”) is made on ___________, 2010 by and between Vishay Intertechnology, Inc., a Delaware corporation (“VSH”), and Vishay Precision Group, Inc., a Delaware corporation (“VPG”).
TAX MATTERS AGREEMENT BY AND AMONG VISHAY INTERTECHNOLOGY, INC. AND VISHAY PRECISION GROUP, INC. July 6, 2010Tax Matters Agreement • July 7th, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories • New York
WHEREAS, Vishay Intertechnology, Inc. (“VSH”) and Vishay Precision Group, Inc. (“VPG”), collectively the “Parties” entered into the Master Separation and Distribution Agreement dated as of June 22, 2010 (the “Distribution Agreement”), pursuant to which (i) VSH will distribute to its stockholders all of the stock of VPG (the “Distribution”);
THIRD AMENDED AND RESTATED CREDIT AGREEMENT by and among VISHAY PRECISION GROUP, INC. as the Borrower, THE FINANCIAL INSTITUTIONS identified herein as the Lenders, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as the Agent Dated as of March 20, 2020Credit Agreement • March 23rd, 2020 • Vishay Precision Group, Inc. • Electronic components & accessories • Pennsylvania
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 20, 2020 (this “Agreement”), is made by and among JPMorgan Chase Bank, National Association (“JPM”), individually, as an Issuing Bank, a Lender and the Agent, the Lenders (referred to below), and Vishay Precision Group, Inc., a Delaware corporation (together with such additional Persons, if any, that may be designated as a “Borrower” pursuant to Section 2.17 (Additional Borrowers) of this Agreement, collectively and jointly and severally, the “Borrower”). JPM, when acting in its capacity as administrative agent for the Lenders and the Issuing Banks, or any successor or assign that assumes that position pursuant to the terms of this Agreement, is hereinafter referred to as the “Agent.” Certain capitalized terms used in this Agreement are defined in ARTICLE 1 (Definitions).
VOTING AGREEMENTVoting Agreement • August 30th, 2011 • Vishay Precision Group, Inc. • Electronic components & accessories • Delaware
This VOTING AGREEMENT is made as of December 29, 2010, among the Zandman Representative (as defined below) and the several stockholders of Vishay Precision Group, Inc., a Delaware corporation (the “Corporation”) whose names are subscribed below (the “Existing Stockholders”), and the individuals whose names are subscribed below under the heading “Potential Stockholders” (together with the Existing Stockholders, the “Stockholders”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 13th, 2011 • Vishay Precision Group, Inc. • Electronic components & accessories
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”).
July 21, 2010 VISHAY PRECISION GROUP, INC. (as Issuer) NOTE INSTRUMENT constituting up to $9,958,460 FLOATING RATE UNSECURED LOAN NOTES 2102 _______________________________________________________Vishay Precision • March 24th, 2011 • Vishay Precision Group, Inc. • Electronic components & accessories
THIS INSTRUMENT is made as of the 21st day of July, 2010 by VISHAY PRECISION GROUP, INC. a company incorporated in the State of Delaware USA, (the Company).
JOINT FILING AGREEMENTJoint Filing Agreement • August 30th, 2011 • Vishay Precision Group, Inc. • Electronic components & accessories
Joint Filing Agreement, dated as of August 30, 2011, is by and among Ruta Zandman, Marc Zandman and Ziv Shoshani (the “Reporting Persons”).
STOCK PURCHASE AGREEMENT by and among PACIFIC INSTRUMENTS, INC., THE SELLERS LISTED ON SCHEDULE A, JOHN HUECKEL AND NORMAN HUECKEL, AS OWNERS, JOHN HUECKEL, AS REPRESENTATIVEStock Purchase Agreement • April 5th, 2016 • Vishay Precision Group, Inc. • Electronic components & accessories • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 30, 2016, by and among Vishay Precision Group, Inc., a Delaware corporation (“Buyer”), Pacific Instruments, Inc., a California corporation (the “Company”), the Persons listed on Schedule A (each individually a “Seller” and collectively, “Sellers”), John Hueckel and Norman Hueckel (each individually an “Owner” and collectively, “Owners”), and John Hueckel, an individual, solely in his capacity as the representative of Sellers (“Representative”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Article 8 of this Agreement. Buyer, the Company, Sellers, Owners and Representative are referred to collectively herein as the “Parties” and individually as a “Party.”
FORM OF LEASE AGREEMENT Made and signed on the ____ of [ ], 2010Form of Lease Agreement • June 2nd, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories
BETWEEN: Vishay Precision Israel Ltd., Company No. ______________ (hereinafter, the “Lessor”) of the one part A N D: Vishay Israel Ltd., Company No. ______________ of _______________________________________________________ (hereinafter, the “Lessee ”) of the other part WHEREAS: The Lessor is entitled to be registered as the owner of the land known as parcel 21 in block 6782 (hereinafter: the “Land”) located on Haofan, 2 in Holon, and the building standing on the Land (hereinafter, the “Building”), and; WHEREAS: Part of the Building is occupied and is being used by the Lessor; WHEREAS: The Lessee desires to lease from The Lessor part of the Building designated in red on the plan attached to this Agreement as Appendix A (hereinafter: the "Premises") for the terms and subject to the conditions provided in this Agreement; THEREFORE the parties hereby agree as follows:
CREDIT AGREEMENT by and among VISHAY PRECISION GROUP, INC. THE FINANCIAL INSTITUTIONS identified herein as Lenders, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Agent, J.P. MORGAN EUROPE LIMITED, as European Agent, and RBS CITIZENS, N.A., as Joint...Credit Agreement • October 20th, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories • Pennsylvania
Page 2.8.5 Breakage 34 2.8.6 Default Rate; Late Fee 35 2.8.7 Source of Funds 35 2.8.8 Interest Due with Certain Repayments and Prepayments 35 2.9 Increased Costs; Unavailability 35 2.9.1 Increased Costs Generally 35 2.9.2 Capital Requirements 36 2.9.3 Certificates for Reimbursement 36 2.9.4 Delay in Requests 37 2.9.5 Inability to Determine LIBOR 37 2.9.6 Laws Affecting LIBOR Availability 37 2.10 Purpose 37 2.11 Mechanics of Payments: Borrower Payments 37 2.11.1 Manner of Making Payments 37 2.11.2 Payments by Borrower; Presumptions by Agent 38 2.11.3 Disbursements from Agent to Lenders 38 2.11.4 Authorization to Deduct Funds and Make Loans in Satisfaction of Obligations 38 2.11.5 Sharing of Payments by Lenders 39 2.11.6 Payments Due on Non-Business Days 39 2.12 Mechanics of Payments; Lender Payments 40 2.12.1 Funding by Lenders; Presumption by Agent 40 2.12.2 Reserved 40 2.13 Taxes 40 2.13.1 Payments Free of Taxes 40 2.13.2 Payment of Other Taxes by the Borrower 41 2.13.3 Indemnificatio
SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and among VISHAY PRECISION GROUP, INC. as the U.S. Borrower, VISHAY PRECISION GROUP CANADA ULC as the Canadian Borrower. THE FINANCIAL INSTITUTIONS identified herein as the Lenders, and JPMORGAN CHASE...Credit Agreement • January 4th, 2016 • Vishay Precision Group, Inc. • Electronic components & accessories • Pennsylvania
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2013 • Vishay Precision Group, Inc. • Electronic components & accessories
THIS AMENDMENT (this “Amendment”), dated November 7, 2013 and effective January 1, 2014, is made by and between VISHAY PRECISION GROUP, INC. a Delaware corporation (the “Company”) and WILLIAM CLANCY (the “Executive”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • July 7th, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories • New York
Precision MKP 416…20 (film capacitors) Precision Thin Film Chip Resistor Arrays (Draloric Beyschlag) Precision Thin Film Chip Resistors (Draloric Beyschlag) Precision Wire wound Cemented Resistors (Draloric Beyschlag) Precision film capacitors Precision 1% to 2%…KP 1830 (film capacitors) Precision Feel Rotary Potentiometers (Spectrol 21P) 6. Other uses of word “precision” where preceded by various words, e.g. KP Polypropylene film / foil precision capacitors High Precision Thin Film Chip Resistor High Precision MELF Resistor High Precision MINI-MELF Resistor High Precision Thin Film Leaded Resistor High Precision Metal Film Leaded Resistor High Precision Thin Film Chip Resistor Arrays High precision …(Dale) Very High Precision Thin Film Chip Resistor Very High Precision MELF Resistor Very High Precision MINI-MELF Resistor Very High Precision Thin Film Leaded Resistor Very High Precision Metal Film Leaded Resistor Very High Precision Thin Film Chip Resistor Arrays Ultra Precision Thin F
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • July 7th, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories • New York
This Intellectual Property License Agreement (“Agreement”) is entered into as of July 6, 2010 (the “Effective Date”), by and between Vishay S.A., a French company (“Licensee”), and Vishay Measurements Group, Inc. a Delaware corporation ("Licensor").
VISHAY PRECISION GROUP, INC. RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE VISHAY PRECISION GROUP, INC. 2022 STOCK INCENTIVE PLANRestricted Stock Unit Agreement • May 26th, 2022 • Vishay Precision Group, Inc. • Electronic components & accessories • Delaware
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 ____________________ (hereinafter referred to as “Grantee”).
LEASE AGREEMENT Made and signed on the 4 of July 2010Lease Agreement • July 7th, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories
BETWEEN: Vishay Precision Israel Ltd., Company No. 514436914 (hereinafter, the “Lessor”) of the one part AND: Vishay Israel Ltd., Company No. 51-051466-4 (hereinafter, the “Lessee”) of the other part WHEREAS: The Lessor is entitled to be registered as the owner of the land known as parcel 21 in block 6782 (hereinafter: the “Land”) located on Haofan, 2 in Holon, and the building standing on the Land (hereinafter, the “Building”), and; WHEREAS: Part of the Building is occupied and is being used by the Lessor; WHEREAS: The Lessee desires to lease from The Lessor part of the Building designated in red on the plan attached to this Agreement as Appendix A (hereinafter: the "Premises") for the terms and subject to the conditions provided in this Agreement; THEREFORE the parties hereby agree as follows:
Building Lease Agreement by and between Lessor: Alpha Electronics Corporation and Lessee: Vishay Japan Co., Ltd.Building Lease Agreement • July 7th, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories
FORM OF LEASE AGREEMENTForm of Lease Agreement • June 2nd, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories • Pennsylvania
This lease agreement (the “Lease”) is entered into on [ ], 2010, between Vishay Intertechnology, Inc. (“Lessor”), a Delaware corporation, having its principal place of business at 63 Lancaster Avenue, Malvern, Pennsylvania, and Vishay Precision Group, Inc. (“Lessee”), a Delaware corporation, having its principal place of business at _________________________, Pennsylvania.
VISHAY PRECISION GROUP, INC. RESTRICTED STOCK UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS Pursuant to The Vishay Precision Group, Inc. 2010 Stock Incentive ProgramVishay Precision • November 12th, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories • Delaware
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 ____________________ (hereinafter referred to as “Grantee”).
STOCK PURCHASE AGREEMENT BY AND AMONG DIVERSIFIED TECHNICAL SYSTEMS, INC., THE SELLERS LISTED ON SCHEDULE 1.01, THE GUARANTORS LISTED ON SCHEDULE 1.02, TIMOTHY J. KIPPEN, SOLELY IN HIS CAPACITY AS THE REPRESENTATIVE AND VISHAY PRECISION GROUP, INC....Stock Purchase Agreement • June 1st, 2021 • Vishay Precision Group, Inc. • Electronic components & accessories • Delaware
This Stock Purchase Agreement (this “Agreement”) is entered into as of June 1, 2021, by and among Vishay Precision Group, Inc., a Delaware corporation (the “Buyer”), Diversified Technical Systems, Inc., a California corporation (the “Company”), the Persons listed on Schedule 1.01 (each individually a “Seller” and collectively, the “Sellers”), the Persons listed on Schedule 1.02 (each, individually a “Guarantor” and collectively, the “Guarantors”), and Timothy J. Kippen, an individual resident of California, not individually but solely in his capacity as the representative of the Sellers and the Guarantors (the “Representative”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in Section 8.01 of this Agreement. Buyer, the Company, the Sellers and the Guarantors are referred to collectively herein as the “Parties” and individually as a “Party.”
VISHAY PRECISION GROUP, INC. 3 Great Valley Parkway Malvern, Pennsylvania 19355Vishay Precision Group, Inc. • March 27th, 2017 • Electronic components & accessories • Delaware
This letter (this “Agreement”) constitutes the agreement between Vishay Precision Group, Inc. (the “Company”), on the one hand, and Nokomis Capital, L.L.C. (“Nokomis”) and each of the other related Persons (as defined below) set forth on the signature pages to this Agreement (collectively with Nokomis, the “Nokomis Group”), on the other hand. The Nokomis Group and its Affiliates (as defined below) and Associates (as defined below) are collectively referred to as the “Investors.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2015 • Vishay Precision Group, Inc. • Electronic components & accessories • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of December 23, 2015 and is effective on January 1, 2016 (the “Effective Date”), by and between Vishay Precision Group, Inc., a Delaware corporation (the “Company”), and THOMAS KIEFFER (the “Executive”).
FORM OF TRADEMARK LICENSE AGREEMENTForm of Trademark License Agreement • March 26th, 2010 • Vishay Precision Group, Inc. • New York
This Trademark License Agreement (this “Agreement”) is entered into as of _____________, 2010, by and between Vishay Intertechnology, Inc., a corporation organized under the laws of the State of Delaware (“Vishay”) and Vishay Precision Group, Inc., a corporation organized under the laws of the State of Delaware (“VPG”).
SECURITY AGREEMENTSecurity Agreement • October 20th, 2010 • Vishay Precision Group, Inc. • Electronic components & accessories • Pennsylvania
THIS SECURITY AGREEMENT (this “Agreement”) is made as of October 14, 2010, by and among JPMorgan Chase Bank, National Association, as agent for itself and the other Secured Parties (as that term is defined in the Credit Agreement defined below) (together with its successors and assigns in such capacity, the “Agent”); Vishay Precision Group, Inc., a Delaware corporation (together with its successors and permitted assigns, the “Borrower”); and Vishay Measurements Group, Inc., a Delaware corporation, Vishay Transducers Ltd., a Delaware corporation, Vishay BLH, Inc., a Delaware corporation, and Vishay Precision Foil, Inc., a Delaware corporation (together with their successors and permitted assigns, collectively and jointly and severally, the “Subsidiary Guarantors”, and together with the Borrower and any Person that becomes an Additional Grantor pursuant to Section 4(p) below and together with their successors and assigns, collectively and jointly and severally, the “Grantors”).
VISHAY PRECISION GROUP, INC. Malvern, Pennsylvania 19355Vishay Precision Group, Inc. • July 27th, 2017 • Electronic components & accessories
This letter (this “Amendment”) serves to amend that certain letter agreement, dated as of March 24, 2017, between Vishay Precision Group, Inc. (the “Company”), on the one hand, and Nokomis Capital, L.L.C. (“Nokomis”), on the other hand (the “Original Agreement”). All capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Original Agreement. Except as expressly provided below, all of the terms and conditions of the Original Agreement are hereby ratified and confirmed and, accordingly, the parties agree to be bound by the provisions of the Original Agreement, as amended by this Amendment, in accordance with the terms thereof, as so amended hereby.
