CTS CORPORATION RESTRICTED STOCK UNIT AGREEMENT

THIS AGREEMENT is made as of the ____ day of ____, 20__ (the "Grant Date") between CTS CORPORATION, an Indiana corporation (the "Company"), and [Grantee Name] (the "Grantee").

It is intended that this Agreement and its administration comply with the provisions of Section 409A of the Code.  Accordingly, notwithstanding any provision in this Agreement or in the Plan to the contrary, this Agreement and the Plan will be interpreted applied and, to the minimum extent necessary to comply with Section 409A of the Code, amended, so that the Agreement does not fail to meet, and is operated in accordance with, the requirements of paragraphs (2), (3) and (4) of Section 409A(a) of the Code.  As used herein, “Code” means the Internal Revenue Code of 1986 as amended from time to time, and any interpretations thereof issued by the U.S. Treasury Department on which the Company is permitted to rely.

       2 .    Vesting and Settlement of Restricted Stock Units.    The Award shall vest and become non-forfeitable in installments equal to _________ percent (_____%) multiplied by the initial number of Restricted Stock Units specified in Section 1 of this Agreement on ________, 20__, ______________ percent (_____%) multiplied by the initial number of Restricted Stock Units specified in Section 1 of this Agreement on ________, 20__, and _______________ percent (_____%) multiplied by the initial number of Restricted Stock Units specified in Section 1 of this Agreement on ______, 20__. Each specified date shall be a "Vesting Date," provided that the Grantee remains in the continuous employ of the Company and is an employee of the Company on the Vesting Date.

Restricted Stock Units shall be settled solely in cash.  The Company shall distribute to the Grantee on each of the Vesting Dates or as soon thereafter as practicable, but in no event later than March 15 ^th of the year following the year in which the applicable Vesting Date occurs (each such date of distribution, a "Settlement Date"), an amount equal to the Fair Market Value on the Vesting Date of one Share for each Restricted Stock Unit vesting as of the Vesting Date. Amounts paid to the Grantee in settlement of Restricted Stock Units shall be referred to herein as Settlement Amounts.  Settlement Amounts shall be calculated in U.S. dollars. Settlement Amounts may be paid in U.S. dollars or in the currency of the country in which the Grantee resides by the Company or its Affiliate.  If applicable, the exchange rate reported in the Wall Street Journal on the Vesting Date will be the exchange rate used to convert Settlement Amounts from U.S. dollars into another currency.  The Company’s obligations to the Grantee with respect to vested Restricted Stock Units will be satisfied in full upon the distribution of the Settlement Amount.  In no event may any Settlement Date be accelerated except in accordance with Section 409A of the Code.

Notwithstanding anything to the contrary in this Agreement, upon the first to occur of the following events, all Restricted Stock Units granted hereunder shall vest and become nonforfeitable and Settlement Amounts shall be distributed to the Grantee, estate, guardian or designated beneficiary of the Grantee as the case may be, in the settlement of Restricted Stock Units as soon as practicable, but in no event later than 30 days after the occurrence of such event, and such date(s) of distribution shall be deemed to be the Settlement Date(s):

(a)  Grantee’s becoming disabled, as defined by Section 409A of the Code;

(b)  Grantee’s death; or

(c)  A change in ownership or effective control of the Company,  or in the ownership of a substantial portion of the assets of the Company, within the meaning of Section 409A of the Code.

Unless the Committee