EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF
INCORPORATION
OF
VISHAY PRECISION
GROUP, INC.
AS OF JUNE 25, 2010
__________________
It is hereby certified that:
1.
The
present name of the corporation is Vishay Precision Group, Inc. (the
“Corporation”). The Corporation
filed a Certificate of Incorporation (the “Certificate of Incorporation) with
the Secretary of State of the State of Delaware on August 28, 2009 and was
originally incorporated on such date under the name Vishay Measurements Group
Holdings Corp. The Corporation changed its name to its present name pursuant to
a Certificate of Amendment filed on October 26, 2009.
2.
This
Amended and Restated Certificate of Incorporation was duly adopted by the Board
of Directors and sole stockholder of the Corporation in accordance with Sections
228, 242 and 245 of the General Corporation Law.
3.
Upon
filing with the Secretary of State of the State of Delaware, this Amended and
Restated Certificate of
Incorporation shall be effective and, at such time, the Certificate of
Incorporation is hereby amended, integrated and restated in its entirety to read
as follows:
FIRST
: The name of
the Corporation (hereinafter called the “Corporation”) is Vishay Precision
Group, Inc.
SECOND
: The
address, including street, number, city, and county, of the registered office of
the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400,
City of Wilmington, County of New Castle, 19808; and the name of the registered
agent of the Corporation in the State of Delaware at such address is Corporation
Service Company.
THIRD
: The purpose
of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware, as
amended (the “General Corporation Law”).
FOURTH
:
Section 1.
Classes and Number of
Shares
. The total number
of shares of all classes of stock which the Corporation shall have authority to
issue is 29,000,000 shares. The classes and the aggregate number of shares of
stock of each class which the Corporation shall have authority to issue are as
follows:
A.
25,000,000 shares of Common Stock, $0.10 par
value per share (hereinafter the “Common Stock”)
B.
3,000,000 shares of Class B Common Stock,
$0.10 par value per share (hereinafter the “Class B Stock”); and
C.
1,000,000 shares of Preferred Stock, $1.00 par
value per share, with such rights, privileges, and preferences as the Board of
Directors may authorized from time to time (hereinafter the “Preferred Stock”)
Section 2.
Powers and Rights of the Common Stock and the
Class B Stock
.
A.
Voting Rights and Powers
.
1.
With respect to all matters upon which shareholders are entitled to vote
or to which shareholders are entitled to give consent, every holder of Common
Stock shall be entitled to one vote in person or by proxy for each share of
Common Stock standing in his name on the transfer books of the Corporation and
every holder of Class B Stock shall be entitled to ten votes in person or by
proxy for each share of Class B Stock standing in his name on the transfer books
of the Corporation.
2.
Except as otherwise provided herein and as may be otherwise required by
law, the provisions of this Amended and Restated Certificate of Incorporation
(as amended from time to time, the “Amended and Restated Certificate of
Incorporation”) shall not be modified, revised, altered or amended, repealed or
rescinded in whole or in part, unless authorized by a majority of the votes of
the outstanding shares of stock of the Corporation entitled to vote, with each
share of Common Stock and each share of Class B Stock having the number of votes
per share set forth in clause (1) of this paragraph A.
3.
Following the initial issuance of shares of Class B Stock, the
Corporation may not effect the issuance of any additional shares of Class B
Stock (except in connection with stock splits and stock dividends) unless and
until such issuance is authorized by the holders of a majority of the
outstanding shares of Common Stock of the Corporation entitled to vote, and by
the holders of a majority of the shares of the outstanding shares of Class B
Stock entitled to vote, each class voting separately.
4.
Except as provided in paragraph A(1) and paragraph D of this Section 2
and as may be otherwise required by law, the holders of Common Stock and Class B
Stock shall vote together as a single class, subject to any voting rights which
may be granted to holders of Preferred Stock
.
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B.
Dividends and Distributions
. Subject to the rights of the holders of
Preferred Stock, and subject to any other provisions of this Amended and
Restated Certificate of Incorporation, holders of Common Stock and Class B Stock
shall be entitled to such dividends and other distributions in cash, stock or
property of the Corporation as may be declared thereon by the Board of Directors
from time to time out of assets or funds of the Corporation legally available
therefor, provided that in the case of dividends or other distributions payable
in
stock of the Corporation other
than the Preferred Stock, including distributions pursuant to stock split-ups,
divisions or combinations, which occur after the date shares of Class B Stock
are first issued by the Corporation, such dividend or other distribution shall
be declared at the same rate per share on Common Stock and Class B Stock, but
only shares of Common Stock shall be distributed with respect to Common Stock
and only shares of Class B Stock shall be distributed with respect to Class B
Stock. In no event will shares of either Common Stock or Class B Stock be split,
divided or combined unless the other is also split, divided or combined
equally.
C.
Other Rights
. Except as otherwise required by the Delaware
General Corporation Law or as otherwise provided in this Amended and Restated
Certificate of Incorporation, each share of Common Stock and each share of Class
B Stock shall have identical powers, preferences and rights, including rights in
liquidation.
D.
Transfer
.
1.
No person holding shares of Class B Stock of record (hereinafter called a
“Class B
Holder”) may transfer,
and the Corporation shall not register the transfer of, such shares of Class B
Stock, whether by sale, assignment, gift, bequest, appointment or otherwise,
except to a “Permitted Transferee.” A “Permitted Transferee” shall mean, with
respect to each person from time to time shown as the record holder of shares of
Class B Stock:
(a)
In the case of a Class B Holder who is a
natural person,
(1)
The spouse of such Class B Holder, any lineal
descendant of a great grandparent of either the Class B Holder or the spouse of
the Class B Holder, including adopted children;
(2)
The trustee of a trust (whether testamentary,
intervivos or a voting trust) principally for the benefit of such Class B Holder
and/or one or more of his Permitted Transferees described in each subclause of
this clause (a);
(3)
Any organization to which contributions are
deductible for federal income, estate or gift tax purposes or any split-interest
trust described in Section 4947 of the Internal Revenue Code of 1986, as it may
from time to time be amended (hereinafter called a “Charitable Organization”);
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(4)
A corporation, of which outstanding capital
stock entitled to a majority of the votes in the election of directors is owned
beneficially solely by, or a partnership, of which a majority of the partnership
interests entitled to participate in the management of the partnership is owned
beneficially solely by, the Class B Holder and/or one or more of his or her
Permitted Transferees determined under this clause (a), provided that if by
reason of any change in the ownership of such stock or partnership interests,
such corporation or partnership would no longer qualify as a Permitted
Transferee, all shares of Class B Stock then held by such corporation or
partnership shall be converted automatically into shares of Common Stock
effective upon the date of such change in ownership of such stock or partnership
interests, and stock certificates formerly representing such shares of Class B
Stock shall thereupon and thereafter be deemed to represent the like number of
shares of Common Stock; and
(5)
The estate of such Class B Holder.
(b)
In the case of a Class B Holder holding the
shares of Class B Stock in question as trustee pursuant to a trust (other than
pursuant to a trust described in clause (f) below), “Permitted Transferee” means
(1) any person transferring Class B Stock to such trust and (2) any Permitted
Transferee of any such transferor determined pursuant to clause (a) above.
(c)
In the case of a Class B Holder which is a
Charitable Organization holding record and beneficial ownership of the shares of
Class B Stock in question, “Permitted Transferee” means any Class B Holder.
(d)
In the case of a Class B Holder which is a
corporation or partnership (other than a Charitable Organization) acquiring
record and beneficial ownership of the shares of Class B Stock in question upon
its initial issuance by the Corporation, “Permitted Transferee” means (1) a
partner of such partnership or shareholder of such corporation at the time of
issuance, and (2) any Permitted Transferee (determined pursuant to clause (a)
above) of any such partner or shareholder referred to in subclause (1) of this
clause (d).
(e)
In the case of a Class B Holder which is a
corporation or partnership (other than a Charitable Organization or a
corporation or partnership described in clause (d) above) holding record and
beneficial ownership of the shares of Class B Stock in question, “Permitted
Transferee” means (1) any person transferring such shares of Class B Stock to
such corporation or partnership and (2) any Permitted Transferee of any such
transferor determined under clause (a) above.
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(f)
In the case of a Class B Holder holding the
shares of Class B Stock in question as trustee pursuant to a trust which was
irrevocable at the time of issuance of the Class B Stock, “Permitted Transferee”
means (1) any person to whom or for whose benefit principal may be distributed
either during or at the end of the term of such trust whether by power of
appointment or otherwise and (2) any Permitted Transferee of any such person
determined pursuant to clause (a) above.
(g)
In the case of a Class B Holder which is the
estate of a deceased Class B Holder or which is the estate of a bankrupt or
insolvent Class B Holder, which holds record and beneficial ownership of the
shares of Class B Stock in question, “Permitted Transferee” means a Permitted
Transferee of such deceased, bankrupt or insolvent Class B Holder as determined
pursuant to clause (a), (b), (c), (d), (e) or (f) above, as the case may be.
(h)
Any Class B Holder may transfer all or any
part of such holder’s Class B Stock to any Class B Holder which, at the time of
such transfer, owns not less than 50,000 shares of Class B Stock (as adjusted
for stock splits and stock dividends); provided, however, that such proposed
transfer shall be authorized by the holders of a majority of the outstanding
shares of Common Stock of the Corporation entitled to vote, and by the holders
of a majority of the outstanding shares of Class B Stock entitled to vote, each
Class voting separately.
(i)
Notwithstanding anything to the contrary set
forth herein, any Class B Holder may pledge such holder’s shares of Class B
Stock to a pledgee pursuant to a bona fide pledge of such shares as collateral
security for indebtedness due to the pledgee, provided that such shares shall
remain subject to the provisions of this Paragraph D. In the event of
foreclosure or other similar action by the pledgee, such pledged shares of Class
B Stock may (a) be transferred only to a Permitted Transferee of the pledgor or
(b) converted into shares of Common Stock and transferred to the pledgee, as the
pledgee may elect.
2.
For purposes of this paragraph D of Section 2:
(a)
The relationship of any person that is derived
by or through legal adoption shall be considered a natural one.
(b)
Each joint owner of shares of Class B Stock
shall be considered a “Class B Holder” of such shares.
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(c)
A minor for whom shares of Class B Stock are
held pursuant to a Uniform Gifts to Minors Act or similar law shall be
considered a Class B Holder of such shares.
(d)
Unless otherwise specified, the term “person”
means both natural persons and legal entities.
(e)
Each reference to a corporation shall include
any successor corporation resulting from merger or consolidation; and each
reference to a partnership shall include any successor partnership resulting
from the death or withdrawal of a partner.
3.
Any transfer of shares of Class B Stock not permitted hereunder shall
result in the conversion of the transferee’s shares of Class B Stock into shares
of Common Stock, effective the date on which certificates representing such
shares are presented for transfer on the books of the Corporation. The
Corporation may, in connection with preparing a list of shareholders entitled to
vote at any meeting of shareholders, or as a condition to the transfer or the
registration of shares of Class B Stock on the Corporation’s books, require the
furnishing of such affidavits or other proof as it deems necessary to establish
that any person is the beneficial owner of shares of Class B Stock or is a
Permitted Transferee.
4.
If at any time the number of outstanding shares of Class B Stock as
reflected on the stock transfer books of the Corporation falls below 300,000
shares, or such higher number as results from adjustments for stock splits or
stock dividends effected after the initial date of filing of this Amended and
Restated Certificate of Incorporation, the outstanding shares of Class B Stock
shall automatically be deemed converted into shares of Common Stock and
certificates formerly representing outstanding shares of Class B Stock shall
thereupon and thereafter represent the like number of shares of Common
Stock.
5.
Shares of Class B Stock shall be registered in the names of the
beneficial owners thereof and not in “street” or “nominee” names.
Notwithstanding the foregoing, trusts may transfer shares into nominee name. The
Corporation shall note on the certificates for shares of Class B Stock the
restrictions on transfer and registration of transfer imposed by this paragraph
D of Section 2.
6.
The term “beneficial ownership” and derivations thereof shall have the
same meaning given thereto under the Securities Exchange Act of 1934, as
amended, or any successor statute, and the rules and regulations promulgated
thereunder.
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1.
Subject to the
terms and conditions of this paragraph E of Section 2, each share of Class
B
Stock shall be convertible at any time or from time to time, at the option of
the respective holder thereof, at the office of any transfer agent for Common
Stock, and at such other place or places, if any, as the Board of Directors may
designate, into one (1) fully paid and nonassessable share of Common Stock. In
order to convert Class B Stock into Common Stock, the holder thereof shall (a)
surrender the certificate or certificates for such Class B Stock at the office
of said transfer agent (or other place as provided above), which
certificate or certificates, if this Corporation shall so request, shall
be duly endorsed to the Corporation or in blank or accompanied by proper
instruments of transfer to the Corporation (such endorsements or instruments of
transfer to be in form satisfactory to the Corporation), and (b) give written
notice to the Corporation that such holder elects to convert said Class B Stock,
which notice shall state the name or names in which such holder wishes the
certificate or certificates for Common Stock to be issued. The Corporation will
issue and deliver at the office of said transfer agent (or other place as
provided above) to the person for whose account such Class B Stock was so
surrendered, or to his nominee or nominees, a certificate or certificates for
the number of full shares of Common Stock to which such holder shall be entitled
as soon as practicable after such deposit of a certificate or certificates of
Class B Stock, accompanied by the requisite written notice. Such conversion
shall be deemed to have been made as of the date of such surrender of the Class
B Stock to be converted; and the persons entitled to receive the Common Stock
issuable upon conversion of such Class B Stock shall be treated for all purposes
as the record holder or holders of such Common Stock on such date.
2.
The issuance of certificates for shares of Common Stock upon conversion
of shares of
Class B Stock shall
be made without charge for any stamp or other similar tax in respect of such
issuance. However, if any such certificate is to be issued in a name other than
that of the holder of the share or shares of Class B Stock converted, the person
or persons requesting the issuance thereof shall pay to the Corporation the
amount of any tax which may be payable in respect of any transfer involved in
such issuance or shall establish to the satisfaction of the Corporation that
such tax has been paid or is not required to be paid.
3.
The Corporation covenants that it will at all times reserve and keep
available, solely for the purpose of issuance upon conversion of the outstanding
shares of Class B Stock, such number of shares of Common Stock as shall be
issuable upon the conversion of all such outstanding shares.
Section 3.
Preferred Stock
.
A.
The Preferred Stock may be issued in one or
more series and may be with such voting powers, full or limited, or without
voting powers, and with such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, as shall be fixed by the Board of Directors pursuant to
authority hereby expressly granted to it, and as shall be stated and expressed
in the resolution or resolutions providing for the issuance of such stock
adopted by the Board of Directors pursuant to authority expressly vested in it
by these provisions.
B.
Any Preferred Stock or series thereof may be
made subject to redemption at such time or times and at such price or prices as
shall be stated and expressed in the resolution or resolutions providing for the
issue of such stock adopted by the Board of Directors as hereinabove
provided.
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C.
The holders of
Preferred Stock or of any series thereof shall be entitled to receive dividends
at such rates, on such conditions and at such times as shall be
stated
and expressed in the resolution or resolutions providing for the issuance of
such stock adopted by the Board of Directors as hereinabove provided, payable in
preference to, or in such relation to, the dividends payable on any other class
or classes of stock, or cumulative or noncumulative as shall be so stated and
expressed.
D. The holders of
Preferred Stock or of any class or of any series thereof, shall be entitled to
such rights upon the dissolution of, or upon any distribution of the assets of,
the Corporation as shall be stated and expressed in the resolution or
resolutions providing for the issue of such stock adopted by the Board of
Directors as hereinabove provided.
E. Subject to paragraph A(3) of Section 2 of this Article Fourth, any
Preferred Stock of any class or of any series thereof may be made convertible
into, or exchangeable for, shares of any other class or classes or of any other
series of the same or of any other class or classes of stock of the Corporation,
or shares of any class or series of stock of any other Corporation, at such
price or prices or at such rates of exchange and with such adjustments as shall
be stated and expressed or provided for the issue of such stock adopted by the
Board of Directors as hereinabove provided.
Section 4.
Issuance of Common Stock, Class B Stock and
Preferred Stock
. The Board
of Directors of the Corporation may from time to time authorize by resolution
the issuance of any or all shares of the Common Stock, the Preferred Stock and,
subject to paragraph A(3) of this Section 2, Article Fourth, the Class B Stock,
herein authorized in accordance with the terms and conditions set forth in this
Amended and Restated Certificate or Incorporation for such purposes, in such
amounts, to such persons, corporations, or entities, for such consideration, and
in the case of the Preferred Stock, in one or more series, all as the Board of
Directors in its discretion may determine and without any vote or other action
by the shareholders, except as otherwise required by law. At any time shares of
Class B Stock are outstanding, the Board of Directors may not issue shares of
Common Stock in the form of a distribution or distributions pursuant to a stock
dividend or split-up, division or combination of the shares of Common Stock
except where such shares are issuable both (i) only to the holders of the then
outstanding shares of Common Stock and (ii) only in conjunction with and in the
same ratio as a stock dividend or split-up, division or combination of the
shares of Class B Stock.
Section 5.
Uncertificated Shares
. To the extent the Corporation issues any
uncertificated shares, all references to “stock certificates” contained in this
Amended and Restated Certificate of Incorporation shall be deemed to apply to
the corresponding book entries or other means of recording such uncertificated
shares employed by the Corporation’s transfer agent, or shall be deemed
inapplicable, as the context requires.
FIFTH
: The Corporation is to have perpetual
existence.
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SIXTH
: Whenever a
compromise or arrangement is proposed between this Corporation and its creditors
or any class of them and/or between this Corporation and its stockholders or any
class of them, any court of equitable jurisdiction within the State of
Delaware may, on the application in a summary way of this Corporation or
of any creditor or stockholder thereof or on the application of any receiver or
receivers appointed for this Corporation under the provisions of Section 291 of
the General Corporation Law of the State of Delaware or on the application of
trustees in dissolution or of any receiver or receivers appointed for this
Corporation under the provisions of Section 279 of the General Corporation Law
of the State of Delaware order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three fourths in value of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
SEVENTH
: For the
management of the business and for the conduct of the affairs of the
Corporation, and in further definition, limitation and regulation of the powers
of the Corporation and of its directors and stockholders, or any class thereof,
as the case may be, it is further provided:
A.
The Board of Directors shall have the power to
adopt, amend or repeal the By-laws of the Corporation.
B.
Whenever the Corporation shall be authorized
to issue more than one class of stock, one or more of which is denied voting
power, no outstanding share of any class of stock which is denied voting power
under the provisions of this Amended and Restated Certificate of Incorporation
shall entitle the holder thereof to notice of, and the right to vote at any
meeting of stockholders except as the provisions of paragraph (c)(2) of section
242 of the General Corporation Law and of sections 251 and 252 of the General
Corporation Law shall otherwise require; provided, that no share of any such
class which is otherwise denied voting power shall entitle the holder thereof to
vote upon the increase or decrease in the number of authorized shares of said
class.
C.
In lieu of taking any permissive or requisite
action by vote at a meeting of stockholders, any such vote and any such meeting
may be dispensed with if either all of the stockholders entitled to vote upon
the action at any such meeting shall consent in writing to any such corporate
action being taken or if less than all of the stockholders entitled to vote upon
the action at any such meeting shall consent in writing to any such corporate
action being taken; provided, that any such action taken upon less than the
unanimous written consent of all stockholders entitled to vote upon any such
action shall be by the written consent of the stockholders holding at least the
minimum percentage of the votes required to be cast to authorize any such action
under the provisions of the General Corporation Law or under the provisions of
the Amended and Restated Certificate of Incorporation or the Amended and
Restated By-Laws as permitted by the provisions of the General
Corporation Law; and, provided, that prompt
notice of the taking of the corporate action without a meeting by less than
unanimous consent shall be given to those stockholders who have not consented in
writing.
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D.
No election of directors need be by written
ballot.
E.
Each director shall serve for a term of one
year, until such earlier or later time as his or her successor is elected and
qualified, or until his or her earlier death or resignation or
removal.
F.
The number of directors shall be fixed from
time to time exclusively by action of the Board of Directors, but shall consist
of not fewer than three directors and not more than nine directors. If the
number of directors is not fixed, the number shall be five.
EIGHTH
: No contract
or transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be void
or voidable solely for this reason, or solely because his or their votes are
counted for such purpose, if:
G.
The material facts as to his or their
relationship or interest as to the contract or transaction are disclosed or are
known to the Board of Directors or the Nominating and Corporate Governance
Committee, and the Board or the Nominating and Corporate Governance Committee in
good faith authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum; or,
H.
The material facts as to his or their
relationship or interest as to the contract or transaction are disclosed or are
known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically approved in good faith by vote of the stockholders;
or,
I.
The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or ratified, by the Board
of Directors, a committee thereof, or the stockholders.
Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.
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NINTH
: Every person (and
the heirs, executors and administrators of such person) who is or was a
director, officer, employee or agent of the Corporation, or serves or served in
such capacities at any other corporation, partnership, joint venture, trust or
other enterprise at the request of the Corporation, shall be indemnified by the
Corporation against all expenses (including attorneys’ fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an
action by or in the right of the Corporation) in which such person is
a party or is threatened to be made a party by reason of his being or having
been such director, officer, employee or agent if either (a) such person is
wholly successful, on the merits or otherwise, in defending such derivative or
third-party action or (b) in the judgment of a court of competent jurisdiction
or, in the absence of such a determination, in the judgment of a majority of a
quorum of the Board of Directors of the Corporation (which quorum shall not
include any director who is a party to or is otherwise involved in such action)
or, in the absence of such a disinterested quorum, in the opinion of independent
legal counsel (i) in the case of a derivative action, such person acted in good
faith in what he reasonably believed to be the best interest of the Corporation
and was not adjudged liable to the Corporation or such other company or (ii) in
the case of a third-party action, such person acted in good faith in what he
reasonably believed to be the best interest of the Corporation or such other
company, and, in addition, in any criminal action, had no reasonable cause to
believe that his action was unlawful; provided that, in the case of a derivative
action, such indemnification shall not be made in respect of any payment to the
Corporation or such other company or any stockholder thereof in satisfaction of
judgment or in settlement unless either (x) a court of competent jurisdiction
has approved such settlement, if any, and the reimbursement of such payment or
(y) if the court in which such action has been instituted lacks jurisdiction to
grant such approval or such action is settled before the institution of judicial
proceedings, in the opinion of independent legal counsel the applicable standard
of conduct specified in the preceding sentence has been met, such action was
without substantial merit, such settlement was in the best interests of the
corporation or such other company and the reimbursement of such payment is
permissible under applicable law. In case such person is successful, on the
merits or otherwise, in defending part of such action or, in the judgment of
such a court or such quorum of the Board of Directors or in the opinion of such
counsel, has met the applicable standard of conduct specified in the preceding
sentence with respect to part of such action, he shall be indemnified by the
Corporation against the judgments, settlements, payments, fines, penalties and
other costs and expenses attributable to such part of such action.
The directors may authorize the advancement of such amounts necessary to
cover the reasonable costs and expenses incurred by any director, officer or
employee in connection with the action, suit, proceeding, investigation or claim
prior to final disposition thereof to the extent permitted under Delaware
law.
The foregoing rights of indemnification and advancement of expenses shall
be in addition to any rights to which any such director, officer, employee, or
agent may otherwise be entitled under this Amended and Restated Certificate of
Incorporation, any agreement or vote of stockholders or at law or in equity or
otherwise.
No director shall have any personal liability to the Corporation or its
stockholders for any monetary damages for breach of fiduciary duty as a
director, except that this Article shall not eliminate or limit the liability of
each director (i) for any breach of such director’s duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which such director derived an improper personal benefit. This Article
shall not eliminate or limit the liability of such director for any act or
omission occurring prior to the date when this Article becomes
effective.
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Any repeal or modification of the foregoing provisions of this Article
Ninth shall not adversely affect any right or protection hereunder of any person
in respect of any act or omission occurring prior to the time of such repeal or
modification.
TENTH
: The
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of Article Ninth.
ELEVENTH
: From time
to time any of the provisions of this Amended and Restated Certificate of
Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said law, and all
rights at any time conferred upon the stockholders of the Corporation by this
Amended and Restated Certificate of Incorporation are granted subject to the
provisions of this Article Eleventh.
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IN WITNESS WHEREOF
,
Vishay Precision Group, Inc. has caused this certificate to be signed by a duly
authorized officer on this 25th day of June, 2010.
|
Vishay Precision Group,
Inc.
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By:
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/s/ William M. Clancy
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Name:
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William M.
Clancy
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Title:
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Executive
Vice President and Chief
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Financial
Officer
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