Amendment to Employment Agreement of Marc Zandman
Amendment to Employment Agreement of Xxxx
Xxxxxxx
Amendment to Employment Agreement (this “Amendment”), made as of August
8, 2010 by and between Vishay Israel Ltd., a corporation organized under the
laws of the State of Israel (“Vishay Israel”) and a wholly-owned subsidiary of
Vishay Intertechnology, Inc., a Delaware corporation (“Vishay”), and XXXX
XXXXXXX (“Executive”) (collectively the “Parties”).
WHEREAS, Executive has been employed by Vishay Israel pursuant to an
Employment Agreement, made as of January 1, 2004, between the Parties (the
“Employment Agreement”);
WHEREAS, Section 8.5 of the Employment Agreement provides that Vishay
Israel 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
“NIS 1,866,750” for “$219,000” 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
4.5 and 4.6 after Section 4.4 of the Employment Agreement:
“4.5
Annual Equity Grant. Vishay granted Executive on March 18, 2010,
11,000 time-vested restricted stock units (“RSUs”) and 34,000 performance-based
restricted stock units (“PBRSUs”), under the Vishay Intertechnology 2007 Stock
Incentive Program (the “Stock Incentive Program”). Vishay Israel warrants that
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 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.
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“4.6
Special Transaction Bonus. Vishay Israel shall pay, or shall cause
Vishay to pay, Executive a $500,000 special transaction related cash bonus
within 30 days after the consummation of the spin-off of Vishay Precision Group
Inc. from Vishay.”
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
and Vishay Israel to its senior executives, subject to the eligibility
requirements and other provisions of such plans and programs; and (b) Vishay
Israel shall pay for all premiums therefore and reimburse Executive for
out-of-pocket expenses and co-payments incurred in connection with such
plans.
5. Section 6.2(b) of the Employment Agreement is
amended by adding clause (v) as follows:
“(v) If Executive is under age 62 on the Date of Termination, continued
eligibility for medical benefits under the Vishay Intertechnology, Inc. Welfare
Plan (or any successor plan) until the earlier of (i) the third anniversary of
the Date of Termination (after which Executive will be eligible for COBRA
continuation coverage) and (ii) such time as Executive becomes eligible for
coverage under the plan of another employer. The cost to Executive and the other
terms of such coverage shall be the same as if Executive had not terminated
employment.
6. Section 6.2(c) of the Employment Agreement is
amended to read as follows:
“(c)
Retirement. In the event Executive’s employment with
Vishay Israel 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(a)
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 or Vishay Israel 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 Israel, 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 Israel
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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7. The amendments to the Employment Agreement made by paragraphs 1 and 2
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.
[SIGNATURE PAGE
FOLLOWS]
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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 ISRAEL LTD. | ||
| By: | /s/ Ita Xxxxxxxx | |
| Name: Ita Xxxxxxxx | ||
| Title: Vice President Human Resources | ||
| By: | /s/ Xxx Xxxxxxx | |
| Name: Xxx Xxxxxxx | ||
| Title: | ||
| /s/ Xxxx Xxxxxxx | |
| Xxxx Xxxxxxx | |
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