Date of Report (date of earliest event reported) July 14, 2022 |
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Vishay Intertechnology, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-7416
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38-1686453
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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63 Lancaster Avenue
Malvern, PA |
19355-2143
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(Address of Principal Executive Offices)
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Zip Code
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Registrant's telephone number, including area code 610-644-1300
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(Former name or former address, if changed since last report.)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Emerging growth company
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Title of each class
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Trading symbol
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Name of exchange on which registered
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Common stock, par value $0.10 per share
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VSH
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New York Stock Exchange
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Joel Smejkal |
$900,000 |
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Lori Lipcaman |
€476,000 (approximately $560,000)(2) |
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Jeff Webster |
ILS 1,850,000 (approximately $570,000)(1) |
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Roy Shoshani |
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$465,000 |
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Andreas Randebrock |
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€345,000 (approximately $410,000)(2) |
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Peter Henrici |
$410,000 |
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Joel Smejkal |
$2,300,000 |
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Lori Lipcaman |
€800,000 (approximately $950,000) |
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Jeff Webster |
ILS 4,350,000 (approximately $1,350,000) |
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Roy Shoshani |
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$780,000 |
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Andreas Randebrock |
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€210,000 (approximately $250,000) |
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Peter Henrici |
$400,000 |
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Exhibit No.
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Description
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10.1 |
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10.2 |
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10.3 |
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10.5 |
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10.6 |
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10.7 |
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104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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VISHAY INTERTECHNOLOGY, INC.
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By:
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/s/ Lori Lipcaman
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Name:
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Lori Lipcaman
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Title:
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Executive Vice President and
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Chief Financial Officer
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1.
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2.
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Section 5.1(a) of the Employment Agreement is hereby restated as follows (new language shown in bold, underlined text):
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3.
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Sections 5.3 and 5.4 of the Employment Agreement are hereby restated as follows:
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4.
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Except as set forth in this Amendment, all other terms and conditions of the Employment Agreement shall remain unchanged and in full force and
effect.
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5.
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This Amendment may be executed in multiple counterparts, each of
which shall be deemed an original agreement and all of which shall constitute one and the same agreement. The counterparts of this Amendment may be executed and delivered by facsimile or other electronic signature (including portable
document format) by any of the Parties and the receiving Parties may rely on the receipt of such document so executed and delivered electronically or by facsimile as if the original had been received.
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VISHAY ISRAEL LTD.
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By: /s/ Gil Weisler
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Name: Gil Weisler
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Title: Vice President
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By: /s/ Tanya Volkov |
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Name: Tanya Volkov |
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Title: Vice President |
By: /s/ Marc Zandman |
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MARC ZANDMAN
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To Vishay: |
Vishay Intertechnology, Inc.
63 Lancaster Avenue Malvern, Pennsylvania 19355-2120 Attention: General Counsel |
To Executive: |
At Executive’s address of record in the personnel files of Vishay Electronics.
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July 14, 2022
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By:
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VISHAY DALE ELECTRONICS, LLC
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Date
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Name: Michael S. O'Sullivan
Title: Sr. Vice President and Corporate General Counsel
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July 14, 2022
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By:
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VISHAY INTERTECHNOLOGY, INC.
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Date
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Name: Michael S. O'Sullivan
Title: Sr. Vice President and Corporate General Counsel
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July 14, 2022
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EXECUTIVE
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Date
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Joel Smejkal
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By: |
/s/ Michael S. O'Sullivan |
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Name: Michael S. O'Sullivan
Title: Sr. Vice President and Corporate General Counsel
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By: |
/s/ Andreas Randebrock |
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Name: Andreas Randebrock Title: Executive Vice President Global HR |
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By: |
/s/ Torsten Muellner |
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Managing Director |
To Vishay Israel: |
Vishay Israel Ltd.
7 Hatnufa Street Petach Tikva Israel 4951025 with cc to Vishay |
To Vishay: |
Vishay Intertechnology, Inc.
63 Lancaster Avenue Malvern, Pennsylvania 19355-2120 Attention: General Counsel |
To Executive: |
At Executive’s address of record in the personnel files of Vishay Israel.
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July 14, 2022
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By:
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VISHAY ISRAEL LTD.
/s/ Gil Weisler
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Date
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Name: Gil Weisler
Title: Vice President
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July 14, 2022 |
By: |
/s/ Tanya Volkov |
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Date |
Name: Tanya Volkov |
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Title: Vice President |
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July 14, 2022
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By:
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VISHAY INTERTECHNOLOGY, INC.
/s/ Michael S. O'Sullivan
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Date
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Name: Michael S. O'Sullivan
Title: Sr. Vice President and Corporate General Counsel
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July 14, 2022
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EXECUTIVE
/s/ Jeffrey Webster
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Date
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JEFFREY WEBSTER
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1.
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Executive agrees to the following general undertakings:
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1.1.
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Executive and the Company acknowledge and agree that Executive's prior period of employment by Vishay, from January 31, 2000
through June 30, 2017 (the "Prior Employment Period"), should not – and will not – count towards, or constitute part of, Executive's term
of service for the Company for any purpose, including, without limitation, for the purpose of calculating statutory or contractual seniority-based employment benefits. Executive acknowledges and agrees that his exclusive employment with the
Company began, for all intents and purposes, on July 2, 2017. As used in this Exhibit A, “Company” shall mean Vishay Israel Ltd.
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1.2.
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Executive undertakes to comply with all Company disciplinary regulations, work rules, policies, procedures and objectives,
as in effect from time to time, including the applicable Code of Ethics and Prevention of Sexual Harassment Rules (the "Rules").
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1.3.
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Executive consents, of his own free will and although not required to do so under law, that the information in the Agreement
and this Exhibit A and any information concerning Executive gathered by the Company will be held and managed by the Company or on its behalf, inter
alia, on databases according to law and that the Company shall be entitled to transfer such information to third parties, in Israel or abroad. The Company undertakes that the information will be used and transferred for legitimate
business purposes only. Without derogating from the generality of the above, such purposes may include human resources management and assessment of potential transactions, to the extent required while maintaining Executive's right to
privacy.
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1.4.
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Executive agrees that the Company may monitor his use of its Systems and copy, transfer and disclose all electronic
communications and content transmitted by or stored in such Systems, in pursuit of the Company's legitimate business interests, all in accordance with the Company's policy as in force from time to time and subject to applicable law. For the
purposes of this Section, the term "Systems" includes telephone, computers, computer system, internet server, electronic database and software, whether under Executive's direct control or otherwise.
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2.
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Executive's entitlements under the Agreement shall be clarified as follows:
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2.1.
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Israeli Notice of Termination / Payment in
Lieu of Notice – For the sake of good order, notwithstanding any other provision in this Exhibit A or the Agreement, the parties hereby clarify that each party may terminate the Agreement at any time by providing the other
party a prior written notice of 30 days and that this prior notice period shall not derogate from Section 6 of the Agreement. The Company reserves the right to terminate Executive's employment by making a payment to him of salary in lieu of
any prior notice period as set out in the Agreement. In addition, the Company may instruct Executive not to attend work during any prior notice period or any part of it.
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2.2.
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Vacation - Executive shall be
entitled to 22 working days' vacation in each calendar year. Vacation days may be carried forward from one calendar year to the next to the extent permitted by law, provided that Executive uses at least 7 vacation days each year.
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2.3.
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Sick pay – Executive shall be
entitled to sick leave according to law. Notwithstanding the aforesaid, Executive will be entitled to his full Base Salary from the first day of his sick leave. Executive shall not be entitled to any compensation with respect to unused sick
leave.
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2.4.
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Recuperation pay – Executive
shall be entitled to recuperation pay in accordance with applicable law.
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2.5.
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Car
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2.5.1.
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The Company provides Executive with a Company car (the "Company Car"), as determined by the Company at its sole discretion, with all maintenance and usage expenses paid by the Company, subject to Company's policy and with Executive to bear any and all
liability and costs in relation to traffic, parking and other fines and any damage or other costs not covered by the Company Car insurance policy, including self-participation fee.
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2.5.2.
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Executive shall take good care of the Company Car and undertakes not to allow others to use the Company Car, except for
members of his immediate family and employees of the Company approved by the Company.
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2.5.3.
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Executive shall act in accordance with applicable law, the Company Car policy and any insurance policy applicable to the
Company Car, all as in effect from time to time.
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2.5.4.
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The Company shall bear all taxes associated with this car benefit under any applicable law.
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2.5.5.
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Executive shall return the Company Car, and any keys thereto, to the Company no later than the termination date of his
employment or at any other time as directed. Executive shall have no rights of lien with respect to the Company Car.
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2.5.6.
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The receipt of this car benefit is in place of any travel expenses to which Executive would otherwise be entitled at law.
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2.6.
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Pension Arrangement – Executive
is entitled to contributions to a pension arrangement of his choice (the "Pension Arrangement"), at the following monthly rates:
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2.6.1.
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The Company currently contributes:
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2.6.2.
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The Company shall also deduct 6% of the Base Salary to be paid on Executive's account towards the Pension Arrangement.
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2.6.3.
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In addition to any payments specified in Section 6 of the Agreement, the Company and Executive agree to adopt the provisions
of the "General Approval Regarding the Payments by Employers to Pension Funds and to Insurance Funds in Lieu of Payment of Severance Compensation", which was issued in accordance with the Severance Compensation Law, 1963 ("General Approval"). The General Approval (translated in English) is attached to this Agreement as Exhibit B. Executive represents, confirms and undertakes that under the provisions of the General Approval, all payments, which were made by the Company to Executive’s
Pension Arrangement shall be in lieu of payment of severance pay, if Executive shall be entitled to such, according to Section 14 of the Severance Compensation Law, 1963 and in accordance with the General Approval.
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2.6.4.
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The Company waives all rights to have its payments refunded, unless Executive’s right to severance pay is denied by a
judgment according to sections 16 or 17 of the Severance Pay Law or in the event that Executive withdraws monies from the Pension Arrangement in circumstances other than an Entitling Event, where an “Entitling Event” means death,
disablement or retirement at the age of 60 or over.
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2.7.
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Further education fund
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2.7.1.
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The Company shall make monthly Further Education Fund contributions as follows: 7.5% of Base Salary paid by the Company on
its account and 2.5% of Base Salary to be deducted by the Company from such Base Salary to be paid on Executive's account, in each case up to the ceiling recognized by the income tax authorities from time to time (the "Ceiling"), but not otherwise.
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2.7.2.
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Executive shall bear any and all taxes applicable in connection with amounts payable by him or Company to the said Further
Education Fund.
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2.8.
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Laptop
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2.9.
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Cell phone
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2.9.1.
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The Company shall provide Executive with a cell phone for his use in order to perform his obligations under this Agreement.
The Company shall pay the monthly charges for the cell phone, according to its policy, as in effect from time to time.
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2.9.2.
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Without derogating from the generality of the above, Executive specifically undertakes to use the cell phone abroad in
accordance with Company's policy in this regard.
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2.9.3.
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The Company shall bear all taxes applicable to Executive in connection with the said cell phone. No later than the termination date of Executive's employment for any reason, or earlier upon receipt of a written request by the Company, Executive shall return possession of
the cell phone to the Company.
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3.
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Intellectual Property Undertakings
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3.1.
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Executive undertakes to disclose and shall promptly disclose, to the Company, all Intellectual Property which he has or
which he may solely or jointly conceive, develop or reduce to practice or cause to be conceived, developed or reduced to practice during the course of and/or in connection with his employment with the Company and/or which use confidential
information (as set out in the Agreement) or other Group property (“Inventions”).
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3.2.
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For the purposes of this Exhibit A, "Intellectual Property" shall include all intellectual property rights, whether or not
patentable, including without limitation rights in algorithms, binary code, brands, business methods, business plans, computer programs, computer software, concepts, confidential information, content, databases, developments, firmware,
composition of matter or materials, certification marks, collective marks, copyright, customer lists, data, designs (whether registered or unregistered), derivative works, discoveries, distributor lists, documents, domain names, file
layouts, formulae, goodwill, ideas, improvements, industrial designs, information, innovations, inventions (including, but not limited to, Service Inventions as defined in Section 132 of the Patent Law-1967 (the "Patent Law")), integrated circuits, know-how, logos, look and feel, manufacturing information, mask works, materials, methods, moral rights, object code,
original works of authorship, patents, patent applications, patent rights, including but not limited to any and all continuations, divisions, reissues, re-examinations or extensions, plans, processes, proprietary technology, reputation,
research data, research results, research records, semiconductor chips, service marks, software, source code, specifications, statistical models, supplier lists, systems, techniques, technology, trade secrets, trademarks, trade dress, trade
names, trade styles, technical information, utility models, and any rights analogous to the foregoing.
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3.3.
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Executive further confirms that all Inventions, and any and all rights, interests and title therein, have been and shall be
the exclusive property of the Company and Executive has not been and shall not be entitled to, and he has waived and hereby waives, now and in the future, any claim to any right, moral rights, compensation or reward, including any right to
royalties in Service Inventions in accordance with the Patent Law, that he may have or have had in connection therewith and that all Inventions will be considered “works made for hire” as that term is defined in Section 101 of the United
States Copyright Act (17 U.S.C. § 101). This clause constitutes an express waiver of any rights Executive may have under Section 134 of the Patent Law.
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3.4.
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Without derogating from the Group's rights under this Undertaking or any law, Executive agrees to assign, and automatically
assign, to the Company and/or its designee, any and all rights, titles and interests in respect of any Inventions, to the extent that he may have or have had such rights, on a worldwide basis, and he has acknowledged and acknowledges now
and in the future, the Company’s full and exclusive ownership in all such Inventions. Executive shall, at any time hereafter, execute all documents and take all steps necessary to effectuate the assignment to the Company and/or its designee
or to assist them to obtain the exclusive and absolute right, title and interest in and to all Inventions, including by the registration of patents or trademarks, protection of trade secrets, copyright, or any other applicable legal
protection, and to protect the same against infringement by any third party, including by assisting in any legal action requested by the Group with respect to the foregoing.
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4.
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The Agreement, together with this Exhibit A, constitutes an “employee notice” as required under the Notice to the Employee
and Job Candidate Law (Employment Conditions and Candidate Screening and Selection), 5762-2002, and the parties agree that they serve as a notification under this law. Nothing in the Agreement, as amended by this Exhibit A, shall derogate
from any right granted to Executive under any law, extension order or collective agreement. The Company is not (and is not a member of an Employer's
organization which is) party to a collective agreement which sets out Executive's terms of employment.
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5.
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Except as set forth herein, this Exhibit A shall not affect any provisions in the Agreement, which shall remain in full
force and effect. In the event of any inconsistency between the provisions of this Exhibit A and the terms of the Agreement, the provisions of this Exhibit A shall prevail.
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6.
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Executive hereby confirms that he has complied with all of his undertakings according to the Agreement and this Exhibit A
from the commencement date of his employment by the Company.
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(A) |
for Pension Funds are not less than 14.33 % of the Exempt Wages or 12% of the Exempt Wages, if the employer pays for his employee an additional payment on behalf of the
severance pay completion for a providence fund or Insurance Fund at the rate of 2.33% of the Exempt Wages. If an employer does not pay the additional 2.33% on top of the 12%, then the payment will constitute only 72% of the Severance Pay.
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(B) |
to the Insurance Fund are not less than one of the following:
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(1) |
13.33% of the Exempt Wages if the employer pays the employee additional payments to insure his monthly income in case of work disability, in a plan approved by the
Supervisor of the Capital Market, Insurance and Savings in the Finance Ministry, at the lower of, a rate required to insure 75% of the Exempt Wages or 2.5% of the Exempt Wages (“Disability Payment”).
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(2) |
11% of the Exempt Wages if the employer pays an additional Disability Payment and in this case the Employer Payments will constitute only 72% of the employee’s
severance pay; if, in addition to the abovementioned sum, the employer pays 2.33% of the Exempt Wages for the purpose of Severance Pay completion to providence fund or Insurance Funds, the Employer Payments will constitute 100% of the
severance pay.
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(2) |
A written agreement must be made between the employer and employee no later than 3 months after the commencement of the Employer Payments that include –
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(A) |
the agreement of the employee to the arrangement pursuant to this confirmation which details the Employer Payments and the name of the Pension Fund or Insurance Fund;
this agreement must include a copy of this confirmation;
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(B) |
an advanced waiver of the employer for any right that he could have to have his payments refunded unless the employee’s right to severance pay is denied by judgment
according to sections 16 or 17 of the Law, or in case the employee withdrew monies from the Pension Fund or Insurance Fund not for an Entitling Event; for this matter, Entitling Event or purpose means death, disablement or retirement at the
age of 60 or over.
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To Vishay Siliconix: |
Siliconix Incorporated
2585 Junction Avenue
San Jose, California 95134
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To Vishay: |
Vishay Intertechnology, Inc.
63 Lancaster Avenue
Malvern, Pennsylvania 19355-2120
Attention: General Counsel
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To Executive: |
At Executive's address of record in the personnel files of Vishay Siliconix. |
July 14, 2022
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By:
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SILICONIX INCORPORATED
/s/ Michael S. O'Sullivan
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Date
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Name: Michael S. O'Sullivan
Title: Sr. Vice President
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July 14, 2022
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By:
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VISHAY INTERTECHNOLOGY, INC.
/s/ Michael S. O'Sullivan
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Date
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Name: Michael S. O'Sullivan
Title: Sr. Vice President and Corporate General Counsel
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July 14, 2022
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EXECUTIVE
/s/ Roy Shoshani
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Date
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ROY SHOSHANI
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By: |
/s/ Michael S. O'Sullivan |
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Name: Michael S. O'Sullivan Title: Sr. Vice President and Corporate General Counsel |
By: |
/s/ Torsten Muellner |
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Name: Torsten Muellner Title: Managing Director |
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By: |
/s/ Martina Winterwerber |
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Name: Martina Winterwerber |
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Title: Managing Director |
To Vishay: |
Vishay Intertechnology, Inc.
63 Lancaster Avenue Malvern, Pennsylvania 19355-2120 Attention: General Counsel |
To Executive: |
At Executive’s address of record in the personnel files of Vishay.
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July 14, 2022
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By:
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VISHAY INTERTECHNOLOGY, INC.
/s/ Michael S. O'Sullivan
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Date
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Name: Michael S. O'Sullivan
Title: Sr. Vice President and Corporate General Counsel
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July 14, 2022
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EXECUTIVE
/s/ Peter Henrici
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Date
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Peter Henrici |