Common use of Annual Equity Grant Clause in Contracts

Annual Equity Grant. On August 17, 2011, Vishay granted Executive 3,480 time-vested restricted stock units (“RSUs”) and 10,440 performance-based restricted stock units (“PBRSUs”), under the Vishay Intertechnology 2007 Stock Incentive Program (the “Stock Incentive Program”). The RSUs will vest on January 1, 2014, subject to the satisfaction of the applicable service condition, and the PBRSUs will vest on January 1, 2014, subject to the satisfaction of the applicable service and performance conditions. Vishay Israel warrants that commencing on January 1, 2012 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 125% 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 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 Israel, 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 Israel by Vishay Israel without Cause, by Executive for Good Reason, for any reason other than Cause after Executive attains age 62, or as a result of his death or disability, the outstanding RSUs granted pursuant to this Section 4.5 shall immediately vest and the outstanding PBRSUs granted pursuant to this Section 4.5 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.”

Annual Equity Grant. On August 17, 2011, Vishay granted Executive 3,480 on March 18, 2010, 10,000 time-vested restricted stock units (“RSUs”) and 10,440 30,000 performance-based restricted stock units (“PBRSUs”), under the Vishay Intertechnology 2007 Stock Incentive Program (the “Stock Incentive Program”). The RSUs will vest Commencing on January 1, 2014, subject to the satisfaction of the applicable service condition, and the PBRSUs will vest on January 1, 2014, subject to the satisfaction of the applicable service and performance conditions. Vishay Israel warrants that commencing on January 1, 2012 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 125100% 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 IsraelVishay, 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 Israel by Vishay Israel without Cause, by Executive for Good Reason, for any reason other than Cause after Executive attains age 62, or as a result of his death or disabilityDisability, the outstanding RSUs granted pursuant to this Section 4.5 4.3 shall immediately vest and the outstanding PBRSUs granted pursuant to this Section 4.5 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.”

Annual Equity Grant. On August 17, 2011, Vishay granted Executive 3,480 on March 18, 2010, 37,000 time-vested restricted stock units (“RSUs”) and 10,440 111,000 performance-based restricted stock units (“PBRSUs”), under the Vishay Intertechnology 2007 Stock Incentive Program (the “Stock Incentive Program”). The RSUs will vest Commencing on January 1, 2014, subject to the satisfaction of the applicable service condition, and the PBRSUs will vest on January 1, 2014, subject to the satisfaction of the applicable service and performance conditions. Vishay Israel warrants that commencing on January 1, 2012 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 125160% 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 IsraelVishay, 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 Israel by Vishay Israel without Cause, by Executive for Good Reason, for any reason other than Cause after Executive attains age 62, or as a result of his death or disabilityDisability, the outstanding RSUs granted pursuant to this Section 4.5 shall immediately vest and the outstanding PBRSUs granted pursuant to this Section 4.5 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.”

Annual Equity Grant. On August 17, 2011, Vishay granted Executive 3,480 on March 18, 2010, 11,000 time-vested restricted stock units (“RSUs”) and 10,440 34,000 performance-based restricted stock units (“PBRSUs”), under the Vishay Intertechnology 2007 Stock Incentive Program (the “Stock Incentive Program”). The RSUs will vest on January 1, 2014, subject to the satisfaction of the applicable service condition, and the PBRSUs will vest on January 1, 2014, subject to the satisfaction of the applicable service and performance conditions. Vishay Israel warrants that commencing on January 1, 2012 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 125100% 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 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 Israel, 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 Israel by Vishay Israel without Cause, by Executive for Good Reason, for any reason other than Cause after Executive attains age 62, or as a result of his death or disability, the outstanding RSUs granted pursuant to this Section 4.5 shall immediately vest and the outstanding PBRSUs granted pursuant to this Section 4.5 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.”