Exhibit 10.1
TAX SHARING AGREEMENT
This
AGREEMENT, effective as of March 3, 1998, is made by and between
Vishay Intertechnology, Inc. (“VISHAY”) and Siliconix,
Inc. (“SILICONIX”).
WITNESSETH:
WHEREAS,
VISHAY, through its subsidiary Vishay TEMIC Semiconductor
Acquisition Holdings Corp., has acquired 80.4% of the stock of
SILICONIX from Daimler Benz Technology Corporation on March 2,
1998, pursuant to the acquisition agreement dated December 16,
1997; and
WHEREAS,
the parties hereto are part of an affiliated group (“VISHAY
Group”) as defined in Section 1504(a) of the Internal Revenue
Code (“Code”); and
WHEREAS,
the VISHAY Group files a consolidated federal income tax return in
accordance with Code Section 1501 and various consolidated,
unitary, or combined state tax returns; and
WHEREAS,
VISHAY is the common parent of the VISHAY Group, within the meaning
of Code Section 1504(a)(1) and the Treasury Regulations Section
1.1502; and
WHEREAS,
it is the intent and desire of the parties hereto that a method be
established for the allocation of the consolidated, unitary, or
combined tax liabilities among SILICONIX and other members of the
VISHAY Group.
NOW,
THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties hereto agree as follows:
1. VISHAY
is responsible for determining when a federal or state
consolidated, unitary, or combined tax return is to be filed and
for the timely filing of such return, including the submission of
all tax payments due in connection therewith, and Vishay has the
sole right to elect to file said consolidated, unitary, or combined
tax return.
2. Where
a consolidated, unitary, or combined federal or state tax return is
to be filed, SILICONIX shall prepare its own separate company and
group tax returns, and shall record its own tax liability as if it
were associated only with its own subsidiary corporations, taking
into account all tax credits and losses only to the extent they are
available to VISHAY, whether or not currently
utilizable.
3. In
the event that SILICONIX’s federal or state tax return is
prepared in accordance with Paragraph 2 and such tax return
discloses a tax liability, SILICONIX shall pay such tax liability
to VISHAY on the dates and in the amounts it would have been
required to pay such tax liability to the Internal Revenue Service
or to the state fiscal authorities had it filed such tax return
directly with the fed
