Attached files
Amendment to Employment Agreement of Dr. Lior
Yahalomi
Amendment to Employment Agreement (this “Amendment”), made as of August
8, 2010 by and between VISHAY INTERTECHNOLOGY, INC., a Delaware corporation
(“Vishay”), and DR. LIOR E. YAHALOMI (“Executive”) (collectively the “Parties”).
This Amendment supersedes and replaces in its entirety that certain Amendment to
Employment Agreement between the Parties dated June 16, 2010.
WHEREAS, Executive has been employed by Vishay pursuant to an Employment
Agreement, made as of December 5, 2008, between the Parties (the “Employment
Agreement”);
WHEREAS, Section 8.3 of the Employment Agreement provides that Vishay and
Executive may amend the Employment Agreement by mutual agreement in writing;
and
WHEREAS, the Company and Executive desire to amend the Employment
Agreement as set forth.
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 4.1 of the Employment Agreement is hereby amended to substitute
“$417,000” for “$362,500” in the first sentence of the section.
2. Section 4.2 of the Employment Agreement is
hereby amended to read as follows:
“4.2
Bonus. Executive shall be eligible for an annual
performance bonus, payable in cash on or before March 15 of the following year,
subject to a range from 0% to 200% of Executive’s Base Salary at the
commencement of the year and with a target of 50% of such Base Salary. The
amount of such bonus shall be determined by the Board of Directors upon
recommendation of the Compensation Committee of the Board of Directors, in
consultation with the Chief Executive Officer of Vishay, and shall be based upon
the achievement of such individual or company performance goals as recommended
by the Chief Executive Officer and approved by the Compensation Committee.”
3. The Employment Agreement is hereby amended to
add the following new Sections 4.3 and 4.4 after Section 4.2 of the Employment
Agreement:
“4.3
Annual Equity Grant. Vishay granted Executive on March 18, 2010,
10,000 time-vested restricted stock units (“RSUs”) and 30,000 performance-based
restricted stock units (“PBRSUs”), under the Vishay Intertechnology 2007 Stock
Incentive Program (the “Stock Incentive Program”). Commencing on January 1, 2011
and on each January 1 thereafter during the Term, Vishay shall grant Executive
an annual equity award under the Stock Incentive Program (or any successor plan
or arrangement thereof) having a value approximately equal to 100% of
Executive’s Base Salary on such date. Twenty-five percent of each such grant
shall be in the form of RSUs, and 75% shall be in the form of PBRSUs. The fair
market value of Common Stock as of January 1 of a year for purposes of
determining the number of RSUs and PBRSUs to be granted on such date shall be
equal to the closing price of such stock on the New York Stock Exchange on the
trading day immediately preceding such January 1. Subject to Executive’s
continued employment with Vishay, the RSUs and PBRSUs shall vest on January 1 of
the third year following their grant, provided that, in the case of the PBRSUs,
only to the extent the performance criteria applicable to the PBRSUs are
realized. In the event of the termination of Executive’s employment with Vishay
by Vishay without Cause, by Executive for Good Reason, or as a result of his
death or Disability, the outstanding RSUs granted pursuant to this Section 4.3
shall immediately vest and the outstanding PBRSUs granted pursuant to this
Section 4.3 shall vest on their normal vesting date to the extent the applicable
performance criteria are realized. In the event of a Change in Control (as
defined in the Stock Incentive Program), all of such outstanding RSUs and PBRSUs
shall immediately vest.
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“4.4
Special Transaction Bonus. Within 30 days after the consummation of the
spinoff of Vishay Precision Group Inc. from Vishay, Vishay shall pay Executive a
$500,000 special transaction related cash bonus.”
4. Section 5.1 of the Employment Agreement is hereby amended to read as
follows
“5.1
Participation in Benefit Plans and Programs. During the Term, (a) Executive,
together with his spouse and dependent children up to age 26, shall be entitled
to participate in any and all medical insurance (including hospitalization,
doctor visits, pharmaceutical, vision and dental coverage) to the maximum extent
made available under plans maintained by the Company from time to time, and
group health insurance, disability insurance, life insurance and retirement
plans which are generally made available by Vishay to its senior executives,
subject to the eligibility requirements and other provisions of such plans and
programs; and (b) Vishay shall pay for all premiums therefore and reimburse
Executive for out-of-pocket expenses and co-payments incurred in connection with
such plans. Vishay will provide to Executive life insurance with a death benefit
payable to his designated beneficiaries in the amount of three times his base
salary so long as Executive is employed by Vishay, and thereafter (for the rest
of his life) in the amount of Executive’s base salary at the time of cessation
of employment by Vishay (other than by Vishay for Cause).
5. Section 6.3 of the Employment Agreement is
hereby renumbered Section 6.3(a). Sections 6.3(b) and 6.3(c) are hereby added to the Employment Agreement
to read as follows:
“6.3(b). In
the event Executive’s employment with Vishay terminates for any reason other
than Cause after Executive attains age 62, Executive shall be entitled to the
following:
(i) The payments and benefits provided under Section 6.2 hereof.
(ii) At Executive’s (or his surviving spouse’s or child’s) election,
either continued eligibility for medical benefits under a plan sponsored by
Vishay for its senior executives or a reimbursement to Executive for privately
obtained coverage, in either case for the life of Executive, his surviving
spouse and his dependent children up to age 26. The annual cost to Vishay,
whether as reimbursement (including out of pocket expenses related to
hospitalization, prescriptions, dental, and vision) or premium costs, shall not
exceed $15,000 (or, if less, the amount Vishay then pays for medical coverage
for its senior executives), provided, however, that Executive, his surviving spouse and/or his dependent
children up to age 26 shall be permitted to continue coverage and pay any cost
in excess of such limit.
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6.3(c). In the event Executive’s employment
with Vishay terminates for any reason other than Cause before Executive attains
age 62, Executive shall be entitled to the following:
(i) The payments and benefits provided under Section 6.2
hereof.
(ii) The same level of medical insurance coverage as Executive, his
spouse and his dependent children up to age 26 were receiving at the time of
cessation of employment, at Vishay’s expense (including premiums, out-of-pocket
expenses and co-payments), until the earlier of (A) the third anniversary of the
date of cessation of employment (after which Executive, his spouse and his
dependent children up to age 26 will be eligible for COBRA continuation
coverage) or (B) such time as Executive becomes eligible for coverage under the
plan of another employer.
6. The Employment Agreement is hereby amended to
delete Exhibit A to the Employment Agreement.
7. The amendments made by paragraphs 1, 2 and 4
hereof shall be effective as of January 1, 2010. The amendment made by paragraph 3 hereof shall be
effective as of March 18, 2010. The amendment made by paragraphs 4, 5 and 6
hereof shall be effective as of August 8, 2010.
8. 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.
9. 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.
IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
to be executed on its behalf as of the date first above written.
| VISHAY INTERTECHNOLOGY, INC. | ||
| By: | /s/ Dr. Gerald Paul | |
| Name: Dr. Gerald Paul | ||
| Title: Chief Executive Officer | ||
| /s/ Lior E. Yahahlomi | |
| Dr. Lior E. Yahalomi | |
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