AMENDMENT TO VOTING TRUST AGREEMENT
Exhibit 2
AMENDMENT TO VOTING TRUST
AGREEMENT
The Voting Trust
Agreement, dated March 13, 1997, between the parties listed on the signature
page hereto, shall be amended, effective May 27, 2010 (the “Amendment”) as
follows:
1. The following
paragraph shall be added after the last paragraph in Section 5:
If a Stockholder
notifies the Trustee in writing (a “Sale Notice”) that such Stockholder desires
to sell any shares of Class B Common Stock beneficially owned by such
Stockholder and held subject to this Agreement, the Trustee shall have a period
of ten (10) business days after receipt of the Sale Notice to purchase any or
all of such shares, at a per share price equal to the closing price on the New
York Stock Exchange on the date of receipt of the Sale Notice of the shares of
Common Stock of the Corporation which issued such shares of Class B Common
Stock. If and to the extent that the Trustee does not exercise such right to
purchase within such period of ten (10) business days, the Trustee shall consent
to any sale by the Stockholder, within a period of 90 days after receipt of the
Sale Notice, of the shares of Class B Common Stock set forth in the Sale Notice,
provided that such shares of Class B Common Stock are converted upon such sale
to shares of Common Stock of the Corporation which issued such shares of Class B
Common Stock, and such converted shares will not thereafter be held under this
Agreement.
2. The following text
shall be added as new Section 19:
Section 19. Each of the terms set forth in the table
below shall have the meaning set forth below, in addition to its meaning
otherwise provided in this Agreement:
| Term | Meaning |
|
Class B Common
Stock
|
Class B Common
Stock of Vishay Precision Group, Inc. (“VPG”), par value $0.10 (the “VPG
Class B Common Stock”).
|
|
Common Stock;
common shares
|
The common stock
of VPG, par value $0.10.
|
|
Corporation;
Company
|
VPG (with respect
to VPG Class B Common Stock).
|
|
Composite Amended
and Restated Certificate of Incorporation; By-Laws
|
Such certificate
of incorporation and bylaws adopted by VPG, and in each case the most
recently adopted versions
thereof.
|
This Amendment may be
executed in several counterparts, each of which shall be deemed an original and
all of which shall together constitute one and the same instrument. The
reproduction and exchange of signatures by means of facsimile or electronic
device shall be treated as though such reproductions are executed originals and
such exchange is of original documents.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
| /s/ Xxxxx Xxxxxxx | |
| Xxxxx Xxxxxxx, as Voting Trustee | |
| XXXXXX XXXXXXX GST EXEMPT TRUST U/A/D 10/24/96 | |
| /s/ Xxxxxxx X. Xxxxxxx | |
| Xxxxxxx X. Xxxxxxx, Trustee | |
| /s/ Xxxxx Xxxxxxx | |
| Xxxxx Xxxxxxx, Trustee | |
| /s/ Xxxxxxx Xxxxxxxx | |
| Xxxxxxx Xxxxxxxx, Trustee | |
| XXXXXXXX XXXXXXX GST EXEMPT TRUST U/A/D 10/24/96 | |
| /s/ Xxxxxxx X. Xxxxxxx | |
| Xxxxxxx X. Xxxxxxx, Trustee | |
| /s/ Xxxxx Xxxxxxx | |
| Xxxxx Xxxxxxx, Trustee | |
| /s/ Xxxxxxx Xxxxxxxx | |
| Xxxxxxx Xxxxxxxx, Trustee | |
| XXXXXXXX XXXXXX GST EXEMPT TRUST U/A/D 10/24/96 | |
| /s/ Xxxxxxx X. Xxxxxx | |
| Xxxxxxx X. Xxxxxx, Trustee | |
| /s/ Xxxxx Xxxxxxx | |
| Xxxxx Xxxxxxx, Trustee | |
| /s/ Xxxxxxx Xxxxxxxx | |
| Xxxxxxx Xxxxxxxx, Trustee | |
[Signature Page to Amendment to
Voting Trust Agreement]
| XXXXXX XXXXXXX FAMILY TRUST U/A/D 10/24/96 | |
| /s/ Xxxxxxx X. Xxxxxxx | |
| Xxxxxxx X. Xxxxxxx, Trustee | |
| /s/ Xxxxx Xxxxxxx | |
| Xxxxx Xxxxxxx, Trustee | |
| /s/ Xxxxxxx Xxxxxxxx | |
| Xxxxxxx Xxxxxxxx, Trustee | |
| XXXXXXXX XXXXXXX FAMILY TRUST U/A/D 10/24/96 | |
| /s/ Xxxxxxx X. Xxxxxxx | |
| Xxxxxxx X. Xxxxxxx, Trustee | |
| /s/ Xxxxx Xxxxxxx | |
| Xxxxx Xxxxxxx, Trustee | |
| /s/ Xxxxxxx Xxxxxxxx | |
| Xxxxxxx Xxxxxxxx, Trustee | |
| XXXXXXXX XXXXXX FAMILY TRUST U/A/D 10/24/96 | |
| s/ Xxxxxxx X. Xxxxxx | |
| Xxxxxxx X. Xxxxxx, Trustee | |
| /s/ Xxxxx Xxxxxxx | |
| Xxxxx Xxxxxxx, Trustee | |
| /s/ Xxxxxxx Xxxxxxxx | |
| Xxxxxxx Xxxxxxxx, Trustee | |
[Signature Page to Amendment to Voting Trust
Agreement]
| /s/ Xxxxxxx X. Xxxx | |
| Xxxxxxx X. Xxxx | |
| /s/ Xxxxxxx X. Xxxxxxx | |
| Xxxxxxx X. Xxxxxxx | |
| s/ Xxxxxxx X. Xxxxxx | |
| Xxxxxxx X. Xxxxxx | |
| TRUST U/W/O XXXXXX X. XXXXXX F/B/O XXXXXXX X. XXXX | |
| /s/ Xxxxxxx X. Xxxx | |
| Xxxxxxx X. Xxxx, Trustee | |
| /s/ Xxxxx Xxxxxxx | |
| Xxxxx Xxxxxxx, Trustee | |
| /s/ Xxxxxxx Xxxxxxxx | |
| Xxxxxxx Xxxxxxxx, Trustee | |
| TRUST U/W/O XXXXXX X. XXXXXX F/B/O XXXXXXX X. XXXXXXX | |
| /s/ Xxxxxxx X. Xxxxxxx | |
| Xxxxxxx X. Xxxxxxx, Trustee | |
| /s/ Xxxxx Xxxxxxx | |
| Xxxxx Xxxxxxx, Trustee | |
| /s/ Xxxxxxx Xxxxxxxx | |
| Xxxxxxx Xxxxxxxx, Trustee | |
| TRUST U/W/O XXXXXX X. XXXXXX F/B/O XXXXXXX X. XXXXXX | |
| s/ Xxxxxxx X. Xxxxxx | |
| Xxxxxxx X. Xxxxxx, Trustee | |
| /s/ Xxxxx Xxxxxxx | |
| Xxxxx Xxxxxxx, Trustee | |
| /s/ Xxxxxxx Xxxxxxxx | |
| Xxxxxxx Xxxxxxxx, Trustee | |
[Signature Page to Amendment to Voting Trust
Agreement]
| XXXXXXXXX XXXX TRUST U/A/D 8/2/78 | |
| /s/ Xxxxxxx X. Xxxx | |
| Xxxxxxx X. Xxxx, Trustee | |
| /s/ Xxxxx Xxxxxxx | |
| Xxxxx Xxxxxxx, Trustee | |
| /s/ Xxxxxxx Xxxxxxxx | |
| Xxxxxxx Xxxxxxxx, Trustee | |
| XXXXXX XXXX TRUST U/A/D 8/2/78 | |
| /s/ Xxxxxxx X. Xxxx | |
| Xxxxxxx X. Xxxx, Trustee | |
| /s/ Xxxxx Xxxxxxx | |
| Xxxxx Xxxxxxx, Trustee | |
| /s/ Xxxxxxx Xxxxxxxx | |
| Xxxxxxx Xxxxxxxx, Trustee | |
[Signature Page to Amendment to
Voting Trust Agreement]
