SECURITYHOLDERS AGREEMENT

Exhibit 10.14

EXECUTION COPY

SECURITYHOLDERS AGREEMENT

This SECURITYHOLDERS AGREEMENT (this “ Agreement ”) is made as of April 27, 2006 by and among (i) Sensata Investment Company S.C.A., a société en commandite par actions organized under the laws of the Grand Duchy of Luxembourg (the “ Company ”), (ii) Sensata Technologies Holding B.V., a private limited liability company incorporated under the laws of the Netherlands (the “ Dutchco ”), (iii) Sensata Management Company S.A., a société anonyme organized under the laws of the Grand Duchy of Luxembourg (“ Parent ”), (iv) funds managed by Bain Capital Partners, LLC or its Affiliates that are listed on the signature pages hereto (collectively, “ Bain ”), (v) Asia Opportunity Fund II, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“ AOF II ”), and (vi) AOF II Employee Co-Invest Fund, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“ AOF Employee Fund ” and together with AOF II, “ CCMPA ”).

RECITALS

WHEREAS, Texas Instruments Incorporated, a Delaware corporation (“ Seller ”), and Sensata Technologies B.V., a private limited liability company organized under the laws of the Netherlands (“ Buyer ”), are parties to that certain Asset and Stock Purchase Agreement, dated as of January 8, 2006 (the “ Purchase Agreement ”), pursuant to which Buyer and its Subsidiaries will acquire the sensors and controls business of Seller (the “ Acquisition ”);

WHEREAS, at the closing of the Acquisition (the “ Closing ”), the Company owns 100% of the outstanding securities of the Dutchco (other than certain options and other securities granted to employees of the Company and its Subsidiaries), which in turn owns 100% of the outstanding securities of Sensata Intermediate Holding Company, B.V., which in turn owns 100% of the outstanding securities of Buyer;

WHEREAS, at the Closing, each of the Bain Holders and each of the CCMPA Holders owns the number and class of Securities set forth opposite its name on the “Schedule of Holders” attached hereto in its capacity as a limited securityholder of the Company;

WHEREAS, Parent is the manager and unlimited securityholder of the Company; and

WHEREAS, the parties hereto desire to enter into this Agreement providing for certain rights and obligations of the CCMPA Holders, the Bain Holders, the Company, the Dutchco, and Parent. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in Section 9 hereof.

AGREEMENT

NOW, THEREFORE, the parties to this Agreement hereby agree as follows:

1. Parent as Manager of the Company; Election of CCMPA Directors .

(a) From and after the date of this Agreement and until the provisions of this Section 1 cease to be effective, each Bain Holder and each CCMPA Holder shall vote any and all voting securities of the Parent or the Company over which such holder has voting control and

shall take all other necessary or desirable actions within such holder’s control (whether in such holder’s capacity as a holder of securities, director or officer of Parent or the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum, execution of written consents in lieu of meetings, and voting its ordinary shares, if any, of the Dutchco), and each of Parent and the Company shall take all necessary and desirable actions within its control (including, without limitation, calling special board and securityholder meetings), in order to give effect to the provisions of this Section 1.

(b) Each of the Bain Holders and the CCMPA Holders agrees that, unless otherwise directed by the Parent Board, it shall not take any action to the effect that Parent shall be revoked from the position of the Company’s manager or any of the duties associated therewith.

(c) So long as CCMPA and its Affiliates own in the aggregate at least 50% of the Fully Diluted Ordinary Shares held by CCMPA and its Affiliates as of the date hereof (as appropriately adjusted for securities splits, securities dividends, securities combinations, recapitalizations, and similar transactions that affect all equityholders or the holders of any class of securities proportionately), then:

(i)(A) one representative designated by AOF II who is reasonably acceptable to the Bain Holders shall be elected to the U.S. Company Board (the “ CCMPA U.S. Company Director ”) and (B) one representative designated by AOF II who is reasonably acceptable to the Bain Holders shall serve as a non-voting observer of the U.S. Company Board (the “ CCMPA Observer ”);

(ii) one representative designated by AOF II who is reasonably acceptable to the Bain Holders shall be elected to the Parent Board (the “ CCMPA Parent Director ”), so long as the CCMPA Parent Director commits to and attends at least two (2) meetings of the Parent Board per year physically in Luxembourg; and

(iii) one representative designated by AOF II who is reasonably acceptable to the Bain Holders shall be elected to the Dutchco Board (the “ CCMPA Dutchco Director ” and, together with the CCMPA U.S. Company Director and the CCMPA Parent Director, such directors shall be referred to herein as “ CCMPA Directors ”), so long as the CCMPA Dutchco Director commits to and attends at least two (2) meetings of the Dutchco Board per year physically in the Netherlands.

(d) So long as AOF II is entitled to nominate a director pursuant to Section 1(c), the CCMPA Directors shall be removed from the U.S. Company Board, the Parent Board and/or the Dutchco Board (with or without cause) at the written request of AOF II and only upon such written request and under no other circumstances (except as otherwise required by law). If AOF II becomes ineligible to nominate a director pursuant to the terms of Section 1(c), then upon written request by Bain the representatives serving as the CCMPA Directors shall immediately resign from the U.S. Company Board, the Parent Board and the Dutchco Board.

(e) Parent or the Dutchco, as applicable, shall pay (or cause to be paid) the reasonable out-of-pocket expenses incurred by any CCMPA Director and the CCMPA Observer in connection with attending meetings of the U.S. Company Board, the Parent Board and the

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Dutchco Board, as applicable, subject to reasonable documentation of such expenses in accordance with the U.S. Company’s, Parent’s, and the Dutchco’s policies. The organizational documents of the U.S. Company, Parent, and the Dutchco shall provide for indemnification of directors to the fullest extent of the law. All CCMPA Directors will be entitled to the benefit of director and officer liability insurance and other director indemnification protections in quality and scope at least as favorable as those applicable to the other members of the U.S. Company Board, the Parent Board, and the Dutchco Board. Without the prior written consent of Bain and CCMPA, none of the U.S. Company, Parent, or the Dutchco shall alter, modify or amend such indemnification and exculpatory provisions in any manner that would reasonably be expected to adversely affect the rights of any director nominated by Bain or any CCMPA Director in his or her capacity as a director from and after the Closing. The parties acknowledge and agree that each of the foregoing directors of the U.S. Company, Parent, and Dutchco shall be deemed to be a direct and irrevocable third party beneficiary of the agreements and covenants set forth in this Section 1(e), with the right to enforce such agreements and covenants as fully as if each such director was a party to this Agreement.

(f) So long as AOF II is entitled to nominate a director pursuant to Section 1(c), each CCMPA Holder shall vote all voting securities of the Parent (if any), the Company, the Dutchco (if any), or the U.S. Company (if any) over which such CCMPA Holder has voting control in favor of any director for election to the Parent Board, the Dutchco Board and the U.S. Company Board that is nominated by or on behalf of Bain or its Affiliates.

(g) The provisions of this Section 1 shall terminate and be of no further force and effect upon the occurrence of a Change in Control or a Public Offering.

2. Rights to Participate in Sales by Bain Holders .

(a) “Tag-Along” Rights in Private Sales by Bain Holders .

(i) In connection with any Bain Holder’s proposed Transfer of Bain Securities, other than in an Exempt Transfer, each CCMPA Holder will have the right and option, but not the obligation (except in respect of an Approved Sale as set forth in Section 3) to participate in such Transfer as set forth in this Section 2(a).

(ii) The Bain Holder proposing to Transfer Bain Securities (the “ Transferring Holder ”) will deliver, or cause to be delivered, to the CCMPA Holders a written notice (a “ Transfer Notice ”) specifying in reasonable detail the identity of the prospective transferee(s), the number and type of Securities to be Transferred, and the price and other terms and conditions of the proposed Transfer. Each CCMPA Holder may elect to participate in the proposed Transfer by delivering written notice (the “ Tag-Along Notice ”) to the Transferring Holder within 20 days after delivery of the Transfer Notice (the “ Tag-Along Notice Period ”). Any CCMPA Holder who does not deliver the Tag-Along Notice to the Transferring Holder within the Tag-Along Notice Period shall be deemed to have waived all of such holder’s rights to participate in such Transfer. The closing of any transaction contemplated by this Section 2(a) shall not occur on any date that is earlier than the expiration of the Tag-Along Notice Period.

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(iii) If any CCMPA Holders have elected to participate in such Transfer, each such participating CCMPA Holder will be entitled to sell in the contemplated Transfer, at the same price and on the same terms as the Transferring Holder, a number of each class of Securities being transferred equal to such CCMPA Holder’s Pro Rata Share of such class of Securities, and the Transferring Holder shall cause the prospective purchaser to agree to acquire all Securities (up to each CCMPA Holder’s Pro Rata Share of each class) identified in a Tag-Along Notice timely given to the Transferring Holder, upon the same terms and conditions as applicable to the Transferring Holder’s Securities. If any Person participating in such Transfer elects to Transfer less than their Pro Rata Share, the shares which such Person had the right, but did not elect, to Transfer will be reoffered on the same terms and conditions to the Persons participating in such Transfer who elected to Transfer their full Pro Rata Share (pro rata among such Persons based on their respective Pro Rata Shares), and so on until the Persons participating in such Transfer have elected to Transfer all shares to be sold in the contemplated Transfer. In the event that the Transferring Holder intends to Transfer more than one class of Securities, the Transferring Holder may require that each CCMPA Holder participating in such Transfer, as a condition to such participation, be required to sell in the contemplated Transfer an equivalent portion of all such classes of Securities.

(iv) If any CCMPA Holder elects to participate in such Transfer, such CCMPA Holder shall (A) execute and deliver (or cause to be executed and delivered) any purchase agreement or other documentation required by the Transferring Holder to consummate the Transfer, which purchase agreement and other documentation shall be on terms substantially identical to those executed by the Transferring Holder (including (1) joining on a pro rata basis (whether by purchase price adjustment, indemnity payments or otherwise) in any representations, warranties, covenants and agreements in respect of the Company and its Subsidiaries, and (2) making on a several basis individual representations and warranties as to such CCMPA Holder’s valid ownership of such CCMPA Holder’s Securities, free of all liens and encumbrances or adverse claims, enforceability against such CCMPA Holder, and each CCMPA Holder’s authority, power and right to enter into and consummate agreements relating to such Transfer without violating applicable law or any other agreement), (B) at the closing of the Transfer, deliver to the proposed transferee(s) the certificate or certificates representing the Securities to be sold in such Transfer by such CCMPA Holder, duly endorsed for transfer, against receipt of the purchase price thereof, and (C) take or cause to be taken all such reasonable and customary actions in connection with the consummation of such Transfer as are requested by the Transferring Holder, including executing, acknowledging, and delivering consents, assignments, waivers, and other documents or instruments; furnishing information and copies of documents; and filing applications, reports, returns, filings, and other documents or instruments with governmental authorities.

(v) It shall be a condition to the right of the Transferring Holder to complete any such sale that (A) any Securities validly requested to be included in any Tag-Along Notice timely delivered in connection with such proposed Transfer be Transferred on economic terms and conditions at least as favorable as the economic terms and conditions on which the Transferring Holder Transfers its Securities of the same class and (B) such Transfer be completed on other terms not materially different than the terms of such Transfer set forth in the Transfer Notice. In the event the conditions set forth in clauses (A) and (B) above are not satisfied, the Transferring Holder shall be obligated to comply with the provisions of this Section 2 as if such proposed Transfer was an entirely new and separate transaction, except that for such reoffer the Tag Along Notice Period will be only 10 days.

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(vi) If, after the initial Public Offering of the securities of the Dutchco, the Company distributes securities of the Dutchco to the holders of the Company’s Securities, the Company shall either (A) cause the Dutchco to amend its organizational documents to permit transfers of Dutchco securities pursuant to this Section 2(a) without the approval of the management board of the Dutchco or (B) cause the management board of the Dutchco to approve any transfer by a CCMPA Holder pursuant to this Section 2(a).

(vii) The Company shall bear all reasonable out-of-pocket costs of any Transfer pursuant to this Section 2(a) (whether or not consummated) incurred by the Transferring Holder and each other Person participating in any such Transfer (including the reasonable fees and expenses of legal counsel to the Company and the Bain Holders and of a single legal counsel selected by the CCMPA Holders to represent them as a group (with any additional legal costs incurred by the CCMPA Holders to be borne by such CCMPA Holders)).

(b) “Piggyback” Registration Rights in Registered Offerings of Bain Securities .

(i) Whenever the Company proposes to register any Bain Securities under the Securities Act (or any similar listed offering under applicable securities laws of a jurisdiction outside the United States) (a “ Piggyback Registration ”), then the Company will deliver, or cause to be delivered, to the CCMPA Holders a written notice (a “ Registration Notice ”), specifying the approximate number of Bain Securities to be registered and the anticipated per share price range for the offering.

(ii) Each CCMPA Holder may elect to participate in the proposed Piggyback Registration by delivering written notice to the Company within 20 days after delivery of the Registration Notice. Any CCMPA Holder who does not deliver written notice of its election to participate to the Company within 20 days after delivery of the Registration Notice shall be deemed to have waived all of such holder’s rights to participate in such Transfer.

(iii) If any CCMPA Holders have elected to participate in such Piggyback Registration, then (subject to the cutback provisions set forth in clause (iv) below) each such participating CCMPA Holder will be entitled to include in such Piggyback Registration, at the same price and on the same terms as the Bain Holders, a number of each class of Securities being offered equal to such CCMPA Holder’s Pro Rata Share of the Securities of such class as are proposed to be included by the Bain Holders in such registration.

(iv) In any underwritten registration, if the managing underwriters advise the Company that in their opinion the total number of Securities requested or proposed to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of such offering, then each Bain Holder and CCMPA Holder participating in such registration shall be entitled to include in the proposed registration such Holder’s Pro Rata Share of the total number of each class of Securities that in the opinion of the managing underwriters can be sold by the Bain Holders and the CCMPA Holders, in the aggregate, without adversely affecting the marketability of the offering.

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(v) The Company shall take all actions necessary to effectuate the transactions contemplated by this Section 2(b). All expenses incident to the Company’s registration of securities in any Piggyback Registration, including all registration, qualification, filing, and listing fees, fees and expenses of compliance with applicable securities laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company, will be paid by the Company in respect of each Piggyback Registration, whether or not it has become effective, including that the Company will pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed. In addition, the Company will pay, and reimburse the CCMPA Holders covered by such registration for payment of, the reasonable fees and disbursements of one counsel chosen by the CCMPA Holders incurred in connection with any Piggyback Registration, whether or not it has become effective.

(vi) If any CCMPA Holder elects to participate in a Piggyback Registration, such holder shall (A) agree to sell such holder’s Securities on the basis provided in any underwriting arrangements approved by the Parent Board; (B) complete, execute and deliver (or cause to be completed, executed and delivered) any questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents required under the terms of the underwriting arrangements or by the Bain Holders to consummate such registration, which documentation shall be on terms substantially identical to those executed by the Bain Holders; (C) provide in writing such information and affidavits as requested by the Company in connection with any registration statement or prospectus relating to such offering; and (D) take or cause to be taken all such reasonable and customary actions in connection with the consummation of such registration as are requested by the Bain Holders, including executing, acknowledging, and delivering consents, assignments, waivers, and other documents or instruments; furnishing information and copies of documents; and filing applications, reports, returns, filings, and other documents or instruments with governmental authorities; provided that (1) no CCMPA Holder shall be liable in respect of the registration statement filed in connection with such offering for amounts in excess of the net proceeds received by such CCMPA Holder in such offering and (2) no CCMPA Holder shall be required to provide any indemnity for any information contained in the registration statement filed in connection with such offering, except for written materials provided by such CCMPA Holder for the express inclusion in such registration statement.

(c) Subsidiary Public Offering . If there is a Public Offering of the securities of any Subsidiary of the Company, the Company shall cause such Subsidiary to enter into a registration rights agreement with the parties hereto having terms substantially the same (in respect of such Subsidiary) as are applicable to the Company in this Section 2.

(d) Term . The provisions of Section 2(b) shall terminate and be of no further force and effect at such time as all Securities held by the CCMPA Holders become eligible for sale under Rule 144(k) under the Securities Act.

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3. “Drag Along” in an Approved Sale .

(a) If the Bain Holders request (i) a Transfer of a majority of the assets of the Dutchco and its Subsidiaries (determined on a consolidated basis) to any Independent Third Party or group of Independent Third Parties, (ii) a Transfer of a majority of the Company’s outstanding Fully Diluted Ordinary Shares (whether by merger (including one in which the Company is the surviving entity), recapitalization, consolidation, reorganization, combination or otherwise) to any Independent Third Party or group of Independent Third Parties, or (iii) a Transfer of a majority of the Dutchco’s outstanding ordinary shares (determined on a fully diluted basis) (whether by merger (including one in which the Dutchco is the surviving entity), recapitalization, consolidation, reorganization, combination or otherwise) to any Independent Third Party or group of Independent Third Parties (each an “ Approved Sale ”), each CCMPA Holder shall vote for, consent to and raise no objections against such Approved Sale.

(b) If the Approved Sale is structured as (i) a merger (including one in which the Company is the surviving corporation) or consolidation, each CCMPA Holder will waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) a Transfer of Securities (including by recapitalization, consolidation, reorganization, combination or otherwise), each CCMPA Holder will agree to sell its Pro Rata Share of each class of Securities to be sold in such Transfer, at the same price and on the same terms and conditions as apply to the Bain Holders in such transaction.

(c) In connection with any Approved Sale, each CCMPA Holder participating in such sale shall (A) prior to closing of the proposed Transfer, execute and deliver (or cause to be executed and delivered) any purchase agreement or other documentation required by the Bain Holders to consummate the Transfer (including all legal opinions, cross-receipts, and certificates), which purchase agreement and other documentation shall be on terms substantially identical to those executed by the Bain Holders (including (1) joining on a pro rata basis (whether by purchase price adjustment, indemnity payments or otherwise) in any representations, warranties, covenants and agreements in respect of the Company and its Subsidiaries, and (2) making on a several basis individual representations and warranties as to such CCMPA Holder’s valid ownership of such CCMPA Holder’s Securities, free of all liens and encumbrances or adverse claims, enforceability against such CCMPA Holder, and each CCMPA Holder’s authority, power and right to enter into and consummate agreements relating to such Transfer without violating applicable law or any other agreement), (B) at the closing of the Transfer, deliver to the proposed transferee(s) the certificate or certificates representing the Securities to be sold in such Transfer by such CCMPA Holder, duly endorsed for transfer with signatures guaranteed, against receipt of the purchase price thereof, and (C) take all such other reasonable and customary actions in connection with the consummation of the Approved Sale as are requested by the Bain Holders, including executing, acknowledging, and delivering consents, assignments, waivers, and other documents or instruments; furnishing information and copies of documents; and filing applications, reports, returns, filings, and other documents or instruments with governmental authorities.

(d) The obligations of the CCMPA Holders to participate in any Approved Sale pursuant to this Section 3 are subject to the satisfaction of the following condition: if the Bain Holders are given an option as to the form and amount of consideration to be received with respect to Securities in a class or series, all CCMPA Holders of Securities of such class or series will be given the same option.

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(e) If a CCMPA Holder receives its proportionate share of the purchase price from an Approved Sale, then, notwithstanding any failure by such holder to deliver certificates representing the Securities to be Transferred as required by this Section 3, such CCMPA Holder shall, upon receipt of such purchase price, have no voting rights, shall not be entitled to any dividends or distributions, and shall have no other rights or privileges granted to holders of Securities under applicable law or this Agreement after the date of the Approved Sale with respect to the Securities to be Transferred in such Approved Sale.

(f) The Company shall bear all reasonable out-of-pocket costs of any Transfer pursuant to this Section 3 (whether or not consummated) incurred by the Bain Holders and each other Person participating in any such Transfer (including the reasonable fees and expenses of legal counsel to the Company and the Bain Holders and of a single legal counsel selected by the CCMPA Holders to represent them as a group (with any additional legal costs incurred by the CCMPA Holders to be borne by such CCMPA Holders)).

(g) In the event that both Section 2 and Section 3 apply to a single transaction, the “drag along” rights set forth in this Section 3 will have priority over the “tag along” rights set forth in Section 2 above, and the “tag along” rights set forth in Section 2 will become exercisable by the CCMPA Holders following a determination by the Bain Holders not to exercise their rights under this Section 3.

4. Preemptive Rights .

(a) If the Parent Board or the Dutchco Board authorizes the issuance or sale (other than an Exempt Issuance) of any equity securities of the Company, the Dutchco, or any Subsidiary thereof, or any securities convertible into or exchangeable or exercisable for equity securities of the Company, the Dutchco, or any Subsidiary thereof or containing options or rights to acquire equity securities of the Company, the Dutchco, or any Subsidiary thereof, to any Bain Holder or any of their Affiliates, the Company shall offer to sell to each CCMPA Holder a portion of such securities equal to such CCMPA Holder’s Pro Rata Share. If the Bain Holders are also required to acquire other debt or equity securities in connection with their purchase, the CCMPA Holders exercising their rights pursuant to this Section 4(a) shall also be required to purchase the same type of securities (on the same terms) that such other Persons are required to purchase.

(b) In order to exercise its purchase rights hereunder, each CCMPA Holder must deliver a written notice to the Company, the Dutchco, or such Subsidiary, as applicable, describing its election hereunder within 15 days after receipt of written notice from the Company, the Dutchco, or such Subsidiary, as applicable (the “ Preemptive Right Notice Period ”), describing in reasonable detail the securities being offered, the purchase price thereof, the payment terms and such holder’s percentage allotment. The closing of any transaction contemplated by this Section 4 shall not occur on any date that is earlier than 15 days after the expiration of the Preemptive Right Notice Period. The purchase price for all securities offered to each such CCMPA Holder shall be the same price per security being paid by the Bain Holders

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and shall be payable at the same time as the closing of the sale to the Bain Holders in cash by wire transfer of immediately available funds; provided that the closing of any such purchase by a CCMPA Holder may be extended beyond the closing of the Bain Holders’ purchase to the extent necessary to obtain required governmental approvals and other required approvals, and the Company and the CCMPA Holders shall use their commercially reasonable efforts to obtain such approvals.

(c) In the event that any CCMPA Holder acquires any equity securities of the Company, the Dutchco, or any Subsidiary thereof, or any securities convertible into or exchangeable or exercisable for equity securities of the Company, the Dutchco, or any Subsidiary thereof or containing options or rights to acquire equity securities of the Company, the Dutchco, or any Subsidiary thereof, pursuant to this Section 4 in a preferred stock or debt offering by the Company, the Dutchco, or such Subsidiary, each CCMPA Holder agrees to exercise all the rights it may have with respect to the Company, the Dutchco, or such Subsidiary (such as covenants and remedies) arising out of such securities acquired pursuant to this Section 4 (including any such preferred stock or debt securities) in the same manner as determined by the Bain Holders (it being understood that the CCMPA Holder’s obligations under this sentence shall not affect such CCMPA Holder’s rights under this Agreement with respect to other Securities).

(d) The CCMPA Holders accept, acknowledge, and agree that they will not be entitled to any statutory or other preemptive right in respect of issuances by the Company and its Subsidiaries, except as set forth in this Section 4.

(e) The provisions of this Section 4 (other than Section 4(c)) will terminate and be of no further force or effect upon the consummation of a Public Offering.

5. Information Rights .

(a) So long as CCMPA and its Affiliates own in the aggregate at least 50% of the Fully Diluted Ordinary Shares held by CCMPA and its Affiliates as of the date hereof (as appropriately adjusted for securities splits, securities dividends, securities combinations, recapitalizations, and similar transactions), CCMPA shall have the right to visit and inspect, during normal business hours upon reasonable advance notice to the Company and without unreasonably interfering with the Company’s and its Subsidiaries’ normal business operations, such of the Company’s and its Subsidiaries’ assets, records, files and other information as it m