Vishay Intertechnology,
Inc.
|
(Exact
Name of Registrant as Specified in Its
Charter)
|
Delaware
|
1-7416
|
38-1686453
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
63
Lancaster Avenue
Malvern,
PA 19355
|
19355-2143
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(Former
Name or Former Address, if Changed Since Last Report)
|
Item
5.02.
|
Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain
Officers.
|
·
|
Dr.
Zandman’s right to the royalty payments has been
terminated.
|
·
|
Dr.
Zandman is entitled to a payment of $10 million as of the effective date
of the amended and restated agreement, to be followed by five successive
annual payments of $10 million.
|
·
|
Payments
may be deferred with interest in the event that making such payment would
jeopardize the ability of the Company to continue as a going
concern.
|
·
|
Payments
will accelerate if, following a change of control of the Company, Dr.
Zandman is terminated without cause or if he terminates employment for
good reason. In the event of Dr. Zandman’s death or disability,
the unpaid annual installments would accelerate upon a change of control,
whether it occurs before or after the death or disability. If
an excise tax were imposed under Section 4999 of the Internal Revenue Code
due to the acceleration of the payments, the Company will reimburse Dr.
Zandman for the excise tax on customary
terms.
|
·
|
Absent
a change of control, if the Company were to terminate Dr. Zandman’s
employment without cause or Dr. Zandman were to terminate employment for
good reason or in the event of his death or disability, the unpaid annual
installment payments would not accelerate and would continue until
completed.
|
·
|
Dr.
Zandman will forfeit future payments if he terminates his employment
without good reason or if his employment is terminated for
cause.
|
·
|
Dr.
Zandman will not receive any other severance payments upon his termination
of employment for any reason.
|
·
|
Other
terms of the 2004 Agreement remain substantially the same. Dr.
Zandman continues to be subject to non-competition, non-solicitation,
non-disparagement and confidentiality
covenants.
|
Exhibit No.
|
Description
|
10.1
|
Amended
and Restated Employment Agreement between Vishay Intertechnology, Inc. and
Dr. Felix Zandman
|
Date:
|
May
13, 2009
|
||
VISHAY
INTERTECHNOLOGY, INC.
|
|||
By:
|
/s/ Lior E. Yahalomi
|
||
Name:
|
Dr.
Lior E. Yahalomi
|
||
Title:
|
Executive
Vice President and
|
||
Chief
Financial Officer
|