TRANSITION AGREEMENT
Exhibit 10.10
BETWEEN
VISHAY SINGAPORE PTE. LTD., AND
VISHAY INTERTECHNOLOGY, INC., on the one hand,
AND
XXXXXXXX XXX, on the other hand
DATED THE 15th DAY OF JULY, 2022
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This agreement (“Transition Agreement”) is made on the 15th day of July, 2022
BETWEEN:
(1)
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Vishay Singapore Pte. Ltd. (Company Registration Number 200722858Z), a company incorporated under the laws of Singapore with its registered address at 00X Xxxxxxxx Xxxxxx 00, #00-00 Xxxxxxxxx
000000 ("Vishay Singapore" or the “Company”),
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(2) |
Vishay Intertechnology, Inc., a Delaware corporation with its principal executive offices at 00 Xxxxxxxxx, Xxxxxx, Xxxxxxx, Xxxxxxxxxxxx 00000, XXX (the “Parent”), and
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(3) Xxxxxxxx Xxx (Passport Number: [Passport Number Redacted]), a citizen of [Personal Information Redacted] with his registered address at [Personal Address Redacted] (the "Executive").
(collectively, the "Parties" and each, a "Party").
(B)
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Vishay Singapore and the Parent (collectively, the “Employer”) desire to terminate the Executive’s employment, effective upon the close of business on 31 December 2022 (the “Termination
Date”).
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(C)
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The Employer and the Executive wish to specify the Executive’s responsibilities from the date of this Transition Agreement through the
Termination Date (the “Transition Period”).
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(D)
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The termination of the Executive’s employment on the Termination Date shall constitute a termination without Cause under Section 6.1(b) of the
Employment Agreements, provided that the Executive’s employment has not been previously terminated during the Transition Period by the Employer for Cause or due to the Executive’s death or Disability.
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(E)
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Notwithstanding that either of the Parties is entitled to terminate the Employment Agreements in accordance with the terms stated therein, the
Parties have mutually agreed to enter into this Transition Agreement to set out the terms and conditions in connection with the Transition Period and the termination of the Employment Agreements.
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2.
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The Executive remains an employee of Vishay Singapore until the Termination Date and shall continue to be entitled to his monthly salary and
benefits. However, should Vishay Singapore have a basis to terminate the Executive’s employment for Cause at any time up to the Termination Date, Vishay Singapore shall, without prejudice to any other rights it may have, be entitled at any
time so terminate the Executive’s employment, without any payment or compensation whatsoever (including but not limited to the Severance Benefits (as defined below).
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3.
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The Parties further agree that during the Transition Period:
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(a)
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Unless otherwise notified by Vishay Singapore, the Executive shall continue to carry out his duties as an employee of Vishay Singapore and in
accordance with the Employment Agreements and existing policies and directives of the Company;
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(b)
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the Executive shall not engage in any work outside the Company, whether by himself or together with others, and whether for his own benefit or
for the benefit of others;
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(c)
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the Executive shall ensure a smooth handover of his duties and take such steps as may be required by the Company or which may otherwise be
necessary or desirable for the smooth and proper handing over;
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(d)
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if applicable, the Executive shall resign as director or officer in any company within the Group (as defined below),
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(e)
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Vishay Singapore shall be under no obligation to vest in the Executive or assign to him any powers or duties or to provide work for him;
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(f)
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Vishay Singapore may prohibit and/or limit contact between the Executive and the Company's customers and business contacts, suppliers, employees
and/or prospects;
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(g)
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Vishay Singapore may require the Executive not to attend work for all or any part of the Transition Period and may exclude him from any premises
of the Company or any of its related corporations; and
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(h)
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Vishay Singapore may require the Executive to work from home and/or to carry out exceptional duties or special projects outside the normal scope
of his duties and responsibilities.
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4.
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With effect from the Termination Date, the Employment Agreements shall be terminated and cease to have any force and effect, save as otherwise
explicitly provided in this Transition Agreement, and save for any of the Executive's obligations in the Employment Agreements which are expressed to apply following the termination of the
same, including without limitation Section 7 therein (Restrictive Covenants). Notwithstanding anything to the contrary in this Transition Agreement, in the event that Executive breaches any of his obligations under Section 7 of the
Employment Agreements, any payments or benefits not yet made or provided under Section 5 of this Transition Agreement shall be forfeited immediately. Such forfeiture shall not limit any additional equitable or legal remedies Vishay
Singapore and its affiliates may have with respect to Executive’s breach.
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5.
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In consideration of the mutual covenants and agreements as set out in this Transition
Agreement (and in the case of Vishay Singapore, the agreement to pay the Severance Benefits as set out below), and provided that the Executive’s employment has not been terminated by Vishay Singapore for Cause or due to the Executive’s
death or Disability prior to the Termination Date, and provided further that the Executive timely executes this Transition Agreement
and the Release described in clause (b) below:
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(a)
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following the Termination Date, (i) the Executive shall be eligible to receive an amount equivalent to the amount he would have received in
respect of a 2022 annual bonus, had he remained employed through the annual bonus payment date, determined in the same manner and at the same time as would have been the case in the absence of the Executive’s termination of employment, (ii)
the Executive shall receive an amount equivalent to three years of his then-current base salary, paid over the three year period commencing on the Termination Date, in accordance with Vishay Singapore’s standard payroll practices, provided
however, that if a Change in Control (as defined in the Employment Agreements, but that also constitutes a “change in control event” described in Treas. Reg. §
1.409A-3(i)(5)(i)) occurs prior to the Termination Date, the amounts otherwise payable under this clause (ii) will instead be paid in a single lump sum within 60 days of the Termination Date, and (iii) service-based vesting
criteria applicable to the Executive’s outstanding equity awards shall be deemed satisfied, whereas performance-based vesting criteria will remain in effect through the end of the applicable performance period, and all such awards will be
settled in accordance with the applicable award agreements (collectively the “Severance Benefits”).
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For the avoidance of doubt, the Executive acknowledges and agrees that but for his execution of this Transition Agreement and the
Release described in clause (b) below, the Executive is not entitled to the Severance Benefits as contemplated under the Employment Agreements.
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6.
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The Executive shall:
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(a)
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on or before the Termination Date, return to the Company, all property of any Group company which is in the Executive's control (as the case may
be) and including (without limitation) the following items:
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(i)
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all security cards and keys to any Group company's office premises, cabinets and drawers, and car park discs;
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(ii)
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any and all original and duplicate copies of all the Executive's work products, notes, drawings, memoranda, accounts, records, writing, files,
calendars, books, records, notes, specifications, notebooks, correspondences, client or customer lists, proposals to customers, manuals, computer disks, diskettes, and any other magnetic and other media materials the Executive has in his
possession and/or control belonging to the Group or containing confidential or proprietary information concerning the Group (including without limitation all confidential information). The Executive undertakes that he will not make or
retain copies of any of the same and further undertakes that he will immediately return any such property which subsequently comes into his possession or control in the future;
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(iii)
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all credit cards and charge cards;
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(iv)
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computer equipment (including but not limited to laptops and personal devices) and mobile telephones; and
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(v)
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all and any other property whatsoever belonging to the Group which is in the possession, custody and/or control of the Executive;
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(b)
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on or before the Termination Date,
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(i)
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disclose to the Company all passwords to all password protected files, software and hardware which have been created or protected by the
Executive and which are on his computer;
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(ii)
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submit any outstanding expense claims with supporting invoices, receipts or other evidence of payment which claims shall be dealt with in
accordance with the Company's normal expense claims policy;
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(iii)
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do and execute all such acts, documents and things as the Company may require of him in his capacity as an Executive of the Company.
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(a)
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(d)
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(e)
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(f)
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he will cooperate fully and in a timely manner, both before and after the Termination Date, with the Group and its counsel with respect to any
matter (including, without limitation, litigation, investigations, or governmental proceedings) relating to his tenure with the Group, upon reasonable notice from the Group, so long as, following the Termination Date, the Group exercises
commercially reasonable efforts to schedule and limit its need for Executive’s cooperation under this paragraph so as not to interfere with Executive’s other personal and professional commitments.
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8.
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9.
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11.
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13.
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In the event of any inconsistency between a term of this Transition
Agreement and a term in the Employment Agreements, this Transition Agreement will prevail to the extent of the inconsistency. Any term which is
defined in the Employment Agreements and which is used but not defined in this Transition Agreement shall have the same meaning as the Employment
Agreements.
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14.
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Save for the Released Parties, a person who is not a party to this
Transition Agreement has no rights under the Contracts (Rights of Third Parties) Xxx 0000 of Singapore.
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IN WITNESS WHEREOF this Transition Agreement has
been entered into by the Parties hereto.
THE COMPANY
SIGNED BY
/s/ BeeLeng Saw
for and on behalf of
Vishay Singapore Pte. Ltd.
Vishay Singapore Pte. Ltd.
In the presence of:
/s/ Xxxxxxxxx Xxxxx
Name: Xxxxxxxxx Xxxxx
Address: [Personal Address Redacted]
THE PARENT
SIGNED BY
Xxxxxxx X. X'Xxxxxxxx
for and on behalf of
Vishay Intertechnology, Inc.
In the presence of:
/s/ Avner Lahat
Name: Xxxxx Xxxxx
Address: 00 Xxxxxxxxx Xxx., Xxxxxxx, XX U.S.A.
THE EXECUTIVE
SIGNED BY
/s/ Xxxxxxxx Xxx
In the presence of:
/s/ Xxxxxxxxx Xxxxx
Name: Xxxxxxxxx Xxxxx
Address: [Personal Address Redacted]
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SUBSEQUENT RELEASE
IN CONSIDERATION of the payments, benefits, terms and conditions set forth in the Transition Agreement entered into by and between
Vishay Singapore Pte. Ltd. (Company Registration Number 200722858Z) a Singapore company (the “Company”), Vishay Intertechnology, Inc, a Delaware
corporation (“Parent”) and Xxxxxxxx Xxx (“Executive”),
dated as of July 15, 2022, (the “Transition Agreement”), and for other good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged:
1.
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The Executive hereby unconditionally and irrevocably waives, renounces, disclaims, releases and forever discharges each of the Group companies
and their respective current or former shareholders, directors, representatives, officers, employees and agents (collectively, the "Released
Parties") from any and all claims, rights, liabilities, demands, obligations, acts, agreements, costs, expenses, losses, damages, and actions, of whatsoever kind or nature, and howsoever arising, whether in law or equity, whether
under Singapore law or any other laws, whether known or unknown, which the Executive has as at the date hereof or which he at any time hereafter has against the Released Parties arising out of, in connection with or relating to, the
Executive’s employment with the Group or the termination of such employment as at the Termination Date. Notwithstanding anything to the contrary herein, the Executive does not release or discharge the Released Parties from any of the
Group’s obligations under or pursuant to (i) the Company’s employee welfare benefit plans and employee benefit pension plans applicable to the Executive (other than severance plans), subject to the terms and conditions of those plans, or
(ii) claims for indemnification under the by-laws or policies of insurance of the Company or the Parent. It is understood that nothing in this Subsequent Release is to be construed as an admission on behalf of the Released Parties of any
wrongdoing with respect to Executive, any such wrongdoing being expressly denied.
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2.
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The Executive understands that the benefits provided under the Transition Agreement are conditioned on this Subsequent Release becoming binding
and effective.
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3.
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Any term which is defined in the Transition Agreement and which is used but not defined in this Subsequent Release shall have the same meaning as
the Transition Agreement.
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4.
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This Subsequent Release shall be governed by, and construed in accordance with, the laws of Singapore. In relation to any legal action or
proceedings arising out of or in connection with this Subsequent Release, the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Singapore.
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IN WITNESS WHEREOF, Executive has executed this Subsequent Release as a Deed on the date indicated below.
____________________________
Xxxxxxxx Xxx
Date:
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