Exhibit 10.11
CONSULTING AND NON-COMPETITION AGREEMENT
----------------------------------------
This CONSULTING AND NON-COMPETITION AGREEMENT ("Agreement") is
made
and entered into as of November 4, 2003, by
and between Vishay Intertechnology,
Inc., a Delaware corporation ("Vishay"),
and Avi Eden, an individual (the
"Consultant").
W I T N E S S E T H:
WHEREAS, Consultant was a member of the Board of Directors, a
Vice
Chairman of the Board of Directors and an
Executive Vice President of Vishay;
WHEREAS, Vishay now desires to retain Consultant as a consultant
to
Vishay in such matters as shall from time
to time hereafter be requested by
Vishay, on the terms and conditions set
forth herein;
NOW, THEREFORE, Vishay and Consultant, each intending to be
legally
bound, hereby mutually covenant and agree
as follows:
ARTICLE I
Consultancy Engagement
----------------------
1.1 Engagement. Vishay hereby engages Consultant to provide
such
advice to, and perform such consultative
services for, Vishay as the parties may
mutually agree (collectively, the
"Services"), subject to Consultant's
reasonable availability. Without limiting
the foregoing, Consultant shall (i)
provide advice to Vishay with respect to
mergers and acquisitions and
environmental matters and (ii) make himself
available as reasonably requested by
Vishay to provide assistance to Vishay,
including testimony, in any action or
proceeding to which Vishay or any
subsidiary is or may become a party.
1.2 Term. The term of this Agreement shall commence on the date
hereof (the "Commencement Date") and shall
end on January 1, 2007 (the "Initial
Term"). Thereafter, the term of this
Agreement shall automatically be renewed
for subsequent twelve (12) month periods,
unless terminated by either party, by
written notice to the other party, not less
than thirty (30) days prior to the
end of the then current term (each an
"Additional Term," and, together with the
Initial Term, the "Term"). This Agreement
shall terminate upon Consultant's
death or, if as a result of Consultant's
permanent disability, Consultant is
unable to perform the Services.
1.3 Performance. During the Term, Consultant shall take such
actions
as are reasonably necessary to provide the
Services consistent with his
engagement as set forth in Section 1.1
hereof; provided, however, Consultant may
engage in outside business activities so
long as such activities would be
permitted by Section 3.1.
1
<PAGE>
1.4 Independent Contractor Status. Consultant shall perform the
Services under this Agreement as an
independent contractor and not as an
employee of Vishay. Except to the extent
set forth in Article II hereof,
Consultant shall not be entitled to social
security, unemployment or other
benefits made available to employees of
Vishay.
ARTICLE II
Remuneration
2.1 Consulting Fee.
(a) From the Commencement Date until December 31, 2003, as
consideration for Consultant's agreement to
provide the Services pursuant to
this Agreement, Vishay shall pay Consultant
a consulting fee equal to the base
salary (including benefits) that would have
otherwise been payable to Consultant
during such period had he remained an
employee of Vishay.
(b) Commencing January 1, 2004, and for the remainder of the
Term,
as consideration for Consultant's agreement
to provide the Services pursuant to
this Agreement, Vishay shall pay Consultant
a consulting fee of $1,700 per day
for any day (or a pro-rated portion thereof
for any partial day) during which
Consultant provides the Services, payable
in accordance with Vishay's regular
payroll practices; provided, however, that
Vishay shall pay Consultant a minimum
non-refundable fee of $100,000 per annum,
such minimum fee to be payable in full
on January 2 of each calendar year during
the Term, to be credited towards the
daily fee otherwise payable to Consultant
during such calendar year under this
Section 2.1.
2.2 Insurance. During the Term, Consultant and his spouse shall
be
entitled to participate in his current
medical insurance plan. In the event
Consultant and his spouse shall not be
eligible for coverage under such plan
pursuant to contractual terms with a third
party insurance provider, Consultant
and his spouse, at Consultant's option, may
participate in any medical insurance
plan available to Vishay's senior
executives (including any self-insurance plan)
or in any other medical insurance plan
available to Vishay's United States
employees generally, in each case for which
Consultant is eligible, provided
that Consultant's participation in such
other plan is not more expensive to
Vishay.
2.3 Stock Options. Consultant shall be considered to be an
Employee
of Vishay until the end of the Term for
purposes of all stock options heretofore
granted or awarded to Consultant, whether
vested or unvested, under Vishay's
1997 Stock Option Program, 1998 Stock
Option Program or otherwise.
2.4 Automobile Lease. Consultant shall be permitted to use the
BMW
automobile which Vishay has leased for
Consultant's use, and Vishay shall pay or
reimburse Consultant for all expenses
related thereto, until the lease expires,
at which time Consultant shall immediately
return such automobile to Vishay.
2
<PAGE>
2.5 Access to Facilities and Employees. During the Term,
Consultant
may make use of Vishay's facilities and of
the time and services of Vishay's
employees, in each case as the Company
shall determine.
2.6 Reimbursement of Expenses. Vishay shall reimburse
Consultant,
for such reasonable and documented
out-of-pocket expenses as may be incurred by
Consultant during the Term in providing the
Services; provided, however, that
Consultant shall not be entitled to
reimbursement of first class airfare.
2.7 Indemnification. Consultant shall be indemnified by Vishay
against reasonable expenses, including
attorney's fees, actually and necessarily
incurred by him in connection with the
defense of any action, suit,
investigation or proceeding or similar
legal activity, regardless of whether
criminal, civil, administrative or
investigative in nature, to which he is made
a party by reason of his then providing or
having provided Services to Vishay
hereunder; provided, however, that no
indemnification shall be provided in
respect of any matter as to which (i)
Consultant shall have been finally
adjudicated in any proceeding not to have
acted in good faith in the reasonable
belief that his action was in, or not
opposed to, the best interests of Vishay,
and with respect to any criminal action or
proceeding, as to which Consultant
had reasonable cause to believe that his
conduct was unlawful or (ii)
Consultant's action or inaction constituted
gross negligence or willful
misconduct. Such right of indemnification
will not be deemed exclusive of any
other rights to which Consultant may be
entitled under Vishay's Certificate of
Incorporation or By-laws, as in effect from
time to time, any agreement or
otherwise. Vishay shall (upon receipt by
Vishay of an undertaking by or on
behalf of the Consultant to repay the
expenses described in this Section 2.7 if
it shall ultimately be determined that he
is not entitled to be indemnified by
Vishay against such expenses) pay
reasonable expenses, including attorney's
fees, incurred by Consultant in defending
any threatened, pending or completed
action, suit or proceeding or appearing as
a witness at a time when he has not
been named as a defendant or respondent
with respect thereto in advance of the
final disposition of any such action, suit
or proceeding.
2.8 Withholding Taxes. Vishay may withhold from all payments due
to
Consultant under this Agreement all taxes
which, by applicable federal, state,
local or other law, Vishay is required to
withhold therefrom.
ARTICLE III
Restrictive Covenants
3.1
Non-Competition. During the Term and for two years following
the
termination of this Agreement, Consultant
shall not, without the prior written
consent of the Company, directly or
indirectly, own, manage, operate, join,
control, participate in, invest in or
otherwise be connected or associated with,
in any manner, including as an officer,
director,
3
<PAGE>
employee, independent contractor,
subcontractor, stockholder, member, manager,
partner, principal, consultant, advisor,
agent, proprietor, trustee
