Common use of Long-Term Equity Incentives Clause in Contracts

Long-Term Equity Incentives. Commencing on January 1, 2014 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 150% 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 time-vested restricted stock units (“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, it being agreed that the impact of acquisitions by the Company shall be included in calculating the achievement of the applicable performance criteria. 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 shall immediately vest and the outstanding PBRSUs granted pursuant to this Section 4.4 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.” 7. Section 6.2(a)(iv) of the Employment Agreement is hereby amended in its entirety to read as follows:

Long-Term Equity Incentives. Commencing on January 1, 2014 and on Effective each January 1 thereafter 1st 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 150175% of Executive’s Base Salary (or such higher percentage of Base Salary as determined by the Compensation Committee in its discretion) on such date (the “Annual Equity Grant”). TwentyCommencing on January 1, 2021 and on each January 1 thereafter during the Term, fifty-five percent (2550%) of each Annual Equity Grant shall be in the form of time-vested restricted stock units (“RSUs”), and seventyfifty-five percent (7550%) 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, it being agreed that the impact of acquisitions by the Company shall be included in calculating the achievement of the applicable performance criteria. 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, and subject to the Executive’s (or his legal representative’s execution in the case of death) executing and not revoking the Release contemplated in Section 6.3, the outstanding RSUs granted pursuant to this Section 4.4 shall immediately vest and the outstanding PBRSUs granted pursuant to this Section 4.4 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.” 72. Section 6.2(a)(iv) Except as set forth in this Amendment, all other terms and conditions of the Employment Agreement is hereby amended shall remain unchanged and in its entirety full force and effect. 3. This Amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to read as follows:be an original and all of which shall constitute the same instrument.

Long-Term Equity Incentives. Commencing on January 1, 2014 and on each January 1 thereafter during the Term, VPG the Company shall grant Executive an annual equity award under VPGthe Company’s 2010 Stock Incentive Program (or any successor plan or arrangement thereof) having a value approximately equal to 15075% 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 time-vested restricted stock units (“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, it being agreed that the impact of acquisitions by the Company shall be included in calculating the achievement of the applicable performance criteria. 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 4.3 shall immediately vest and the outstanding PBRSUs granted pursuant to this Section 4.4 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, all of such outstanding RSUs and PBRSUs shall immediately vest.” 7. Section 6.2(a)(iv) of the Employment Agreement is hereby amended in its entirety to read as follows:

Long-Term Equity Incentives. Commencing on January 1, 2014 and on Effective each January 1 thereafter 1st during the Term, VPG the Company shall grant Executive an annual equity award under VPGthe Company’s 2010 Stock Incentive Program (or any successor plan or arrangement thereof) having a value approximately equal to 15075% of Executive’s Base Salary (or such higher percentage of Base Salary as determined by the Compensation Committee in its discretion) on such date (the “Annual Equity Grant”). TwentyCommencing on January 1, 2021 and on each January 1 thereafter during the Term, fifty-five percent (2550%) of each Annual Equity Grant shall be in the form of time-vested restricted stock units (“RSUs”), and seventyfifty-five percent (7550%) 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, it being agreed that the impact of acquisitions by the Company shall be included in calculating the achievement of the applicable performance criteria. 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, and subject to the Executive’s (or his legal representative’s execution in the case of death) executing and not revoking the Release contemplated in Section 6.3, the outstanding RSUs granted pursuant to this Section 4.4 4.3 shall immediately vest and the outstanding PBRSUs granted pursuant to this Section 4.4 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, all of such outstanding RSUs and PBRSUs shall immediately vest.” 72. Section 6.2(a)(iv) Except as set forth in this Amendment, all other terms and conditions of the Employment Agreement is hereby amended shall remain unchanged and in its entirety full force and effect. 3. This Amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to read as follows:be an original and all of which shall constitute the same instrument.

Long-Term Equity Incentives. Commencing on January 1, 2014 and on Effective each January 1 thereafter 1st during the Term, VPG the Company shall grant Executive an annual equity award under VPGthe Company’s 2010 Stock Incentive Program (or any successor plan or arrangement thereof) having a value approximately equal to 15040% of Executive’s Base Salary (or such higher percentage of Base Salary as determined by the Compensation Committee in its discretion) on such date (the “Annual Equity Grant”). TwentyCommencing on January 1, 2021 and on each January 1 thereafter during the Term, fifty-five percent (2550%) of each Annual Equity Grant shall be in the form of time-vested restricted stock units (“RSUs”), and seventyfifty-five percent (7550%) 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, it being agreed that the impact of acquisitions by the Company shall be included in calculating the achievement of the applicable performance criteria. 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, and subject to the Executive’s (or his legal representative’s execution in the case of death) executing and not revoking the Release contemplated in Section 6.3, any outstanding RSUs granted time-vested Annual Equity Grants awarded pursuant to this Section 4.4 4.3 shall immediately vest and the any outstanding PBRSUs granted performance vested Annual Equity Grants awarded pursuant to this Section 4.4 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, all of such outstanding RSUs and PBRSUs Annual Equity Grants shall immediately vestvest provided Executive is actively employed by the Company on the closing date of such event.” 72. Section 6.2(a)(iv) Except as set forth in this Amendment, all other terms and conditions of the Employment Agreement is hereby amended shall remain unchanged and in its entirety full force and effect. 3. This Amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to read as follows:be an original and all of which shall constitute the same instrument.