<PAGE>
<PAGE> 1
April 18, 1994
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of Vishay Intertechnology, Inc. (the "Company") to
be held at 10:30 a.m. Philadelphia time on the 19th day of May,
1994, at The Four Seasons Hotel, Ballroom South, Lobby Level,
One Logan Square, Philadelphia, Pennsylvania. Your Board of
Directors looks forward to greeting personally those stockholders
able to be present.
At the Annual Meeting you will be asked to elect eleven
Directors, to approve the appointment of Ernst & Young as
Auditors for the Company's next audited fiscal year, to approve
the Company's performance-based compensation plan for its Chief
Executive Officer and to approve an amendment to the Dale
Electronics, Inc. Employee Stock Plan.
The Board of Directors unanimously recommends that you vote
FOR the election of all eleven nominees as Directors, FOR the
approval of the appointment of Auditors, FOR the adoption of the
Company's performance-based compensation plan for its Chief
Executive Officer and FOR the amendment to the Dale Electronics,
Inc. Employee Stock Plan.
Regardless of the number of shares you may own, it is
important that they are represented and voted at the Meeting.
Therefore, please sign, date and mail the enclosed proxy in the
return envelope provided.
At the Meeting, we will also report to you on the Company's
current operations and outlook. Members of the Board and
management will be pleased to respond to any questions you may
have.
Your cooperation is appreciated.
Sincerely,
/s/ William J. Spires
---------------------------
William J. Spires
Secretary
<PAGE>
<PAGE> 2
VISHAY INTERTECHNOLOGY, INC.
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
___________________
NOTICE OF ANNUAL MEETING OF THE STOCKHOLDERS
TO BE HELD MAY 19, 1994
___________________
Notice is hereby given that the Annual Meeting of Stockholders
of Vishay Intertechnology, Inc. (the "Company") will be held at
The Four Seasons Hotel, Ballroom South, Lobby Level, One Logan
Square, Philadelphia, Pennsylvania, on the 19th day of May, 1994
at 10:30 a.m. Philadelphia time, for the following purposes:
1. to elect eleven Directors for a term of one year and
until their successors are elected and qualified;
2. to approve the appointment of Auditors for the
Company's next audited fiscal year;
3. to approve the Company's performance-based compensation
plan for its Chief Executive Officer; and
4. to approve the amendment to the Dale Electronics, Inc.
Employee Stock Plan.
Action will also be taken upon such other business, if any, as
may properly come before the meeting. The Board of Directors is
not presently aware of any such other business.
The stockholders of record at the close of business on April
7, 1994 will be entitled to vote at the Annual Meeting or at any
adjournment thereof. If you do not expect to attend the meeting
in person, please complete, date and sign the enclosed proxy and
return it without delay in the enclosed envelope which requires
no additional postage if mailed in the United States.
By Order of the Board of Directors,
/s/ William J. Spires
-----------------------------
William J. Spires
Secretary
Malvern, Pennsylvania
April 18, 1994
<PAGE>
<PAGE> 3
VISHAY INTERTECHNOLOGY, INC.
63 Lincoln Highway
Malvern, Pennsylvania 19355-2120
___________________
PROXY STATEMENT
___________________
General Information
The accompanying proxy is solicited by the Board of Directors
of VISHAY INTERTECHNOLOGY, INC. ("Vishay" or the "Company") for
use at the Annual Meeting of Stockholders (the "Meeting") to be
held at The Four Seasons Hotel, Ballroom South, Lobby Level, One
Logan Square, Philadelphia, Pennsylvania, on the 19th day of May,
1994 at 10:30 a.m. Philadelphia time, and any adjournments
thereof. Stockholders of record at the close of business on
April 7, 1994 shall be entitled to vote at the Meeting.
A list of stockholders entitled to vote at the Meeting will be
available for examination by stockholders of the Company during
ordinary business hours for a period of ten days prior to the
Meeting at the offices of the Company, 63 Lincoln Highway,
Malvern, Pennsylvania 19355-2120. A stockholder list will also
be available for examination at the Meeting.
The cost of solicitation of proxies will be borne by the
Company. The Board of Directors may use the services of the
Company's Directors, Officers and other regular employees to
solicit proxies personally or by telephone. Arrangements will be
made with brokerage houses and other custodians, nominees and
fiduciaries to forward solicitation material to the beneficial
owners of the shares held of record by such fiduciaries, and the
Company will reimburse them for the reasonable expenses incurred
by them in so doing.
The shares represented by the accompanying proxy will be voted
as directed with respect to the election of Directors, with
respect to the approval of the appointment of Ernst & Young as
independent auditors of the Company (the "Auditors"), with
respect to approval of the Company's performance-based
compensation plan for its Chief Executive Officer (the "Section 162(m)
Plan") and with respect to the amendment to the Dale Electronics,
Inc. Employee Stock Plan (the "Dale Plan"), or, if no direction
is indicated, will be voted FOR the election as Directors of the
nominees listed below, FOR the appointment of the Auditors, FOR
the adoption of the Section 162(m) Plan and FOR the amendment to the
Dale Plan. Each proxy executed and returned by a stockholder may
be revoked at any time thereafter by giving written notice of
such revocation to the Secretary of the Company, by delivering to
the Company a properly executed and timely submitted proxy
bearing a later date or by attending the Meeting and electing to
vote in person, except as to any matter or matters upon which,
prior to such revocation, a vote shall have been cast pursuant to
the authority conferred by such proxy.
<PAGE>
<PAGE> 4
This Proxy Statement was preceded or is accompanied by the
Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1993. This Proxy Statement and the enclosed form of
proxy are being furnished commencing on or about April 18, 1994.
Voting of Shares
The holders of a majority of the outstanding shares entitled
to vote, present in person or represented by proxy, will
constitute a quorum for the transaction of business. Abstentions
and shares held of record by a broker or its nominee ("Broker
Shares") that are voted on any matter are included in determining
the number of votes present. Broker Shares that are not voted on
any matter will not be included in determining whether a quorum
is present.
The election of each nominee for director requires a plurality
of votes cast. The affirmative vote of the holders of a majority
of the issued and outstanding shares of Common Stock present in
person or by proxy and voting thereon is required for the
approval of (i) appointment of the Auditors, (ii) adoption of
the Section 162(m) Plan and (iii) the proposed amendment to the Dale
Plan. In all cases abstentions and Broker Shares that are not
voted will not be included in determining the number of votes
cast. The Company has appointed an inspector to act at the
Meeting who shall: (1) ascertain the number of shares
outstanding and the voting powers of each; (2) determine the
shares represented at the Meeting and the validity of the proxies
and ballots; (3) count all votes and ballots; (4) determine and
retain for a reasonable period a record of the disposition of any
challenges made to any determinations by such inspector; and (5)
certify his determination of the number of shares represented at
the Meeting and his count of all votes and ballots.
Dr. Felix Zandman and a revocable trust created by Mr. Alfred
Slaner by an agreement dated January 15, 1987 beneficially own in
the aggregate 65.1% of the total voting power of the Company's
shares and intend to vote FOR the election of the eleven nominees
as Directors, FOR the approval of the appointment of the
Auditors, FOR adoption of the Section 162(m) Plan and FOR the amendment
to the Dale Plan. Such shares are sufficient to approve each
proposal regardless of how the other shares are voted.
<PAGE>
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
On March 25, 1994, the Company had outstanding 17,641,081
shares of Common Stock, par value $.10 per share ("Common
Stock"), each of which entitles the holder to one vote, and
3,590,232 shares of Class B Common Stock, par value $.10 per
share ("Class B Stock"), each of which entitles the holder to ten
votes. Voting is not cumulative.
The following table provides certain information, as of March
25, 1994, as to the beneficial ownership of the Common Stock or
the Class B Stock of the Company for (a) each Director and
nominee, (b) each Executive Officer named in the Summary
Compensation Table, (c) the Directors and Executive Officers of
the Company as a group and (d) any person owning more than 5% of
the Common Stock.
<TABLE>
<CAPTION>
Common Stock Class B Stock
--------------------- ----------------------
Amount and Amount and
Nature of Nature of Percent
Beneficial Percent Beneficial Percent of Total
Name Ownership of Class Ownership of Class Voting Power
- - - ---- ---------- -------- ---------- -------- ------------
<S> <C> <C> <C> <C> <C>
Felix Zandman *
63 Lincoln Highway
Malvern, PA 19355 26,645 * 1,932,030 53.8% 36.1%
Donald G. Alfson 8,163 * - - *
Guy Brana 0 * - - *
Avi D. Eden 5,831 * - - *
Robert A. Freece 18,267 * - - *
Richard N. Grubb 4,519 * - - *
Henry V. Landau 24,601 * - - *
Gerald Paul 4,155 * - - *
Edward B. Shils 15,664 * - - *
Luella B. Slaner and
Alfred P. Slaner(1) 1,411,179 8.0% 1,411,885 39.3% 29.0%
Mark I. Solomon 0 * - - *
Jean-Claude Tine 0 * - - *
All Directors and Executive
Officers as a group
(15 persons) 1,519,024 8.6% 3,503,553 97.6% 68.3%
American Express Company (2) 1,440,700 8.2% - - 2.7%
American Express Tower
World Financial Center
New York, NY 10285
Nicholas Company, Inc.(3) 940,806 5.3% - - 1.8%
700 North Water Street
Milwaukee, WI 53202
</TABLE>
____________________
* Represents less than 1% of the outstanding shares of such class.
<PAGE>
<PAGE> 6
(1) Mr. Alfred Slaner, Director Emeritus, Honorary Chairman of the Board and
co-founder of the Company, beneficially owns 1,410,935 shares of Common
Stock and 1,411,885 shares of Class B Stock through a revocable trust,
created by Mr. Slaner by an Agreement dated January 15, 1987. Mr. Slaner
and his wife, Luella Slaner, are the trustees of such trust.
Accordingly, Mrs. Slaner may also be deemed to beneficially own such
Common Stock and Class B Stock. In addition, Mrs. Slaner beneficially
owns 244 shares of Common Stock.
(2) American Express Company, a parent holding company, reported on
a Schedule 13G, dated December 31, 1993, together with its
subsidiary, IDS Financial Corporation, IDS Tower 10,
Minneapolis, MN 55440, a registered investment advisor, that
together they have shared dispositive power over 1,435,720
shares of Common Stock, and of such shares of Common Stock, has
shared voting power of 900,305 shares. American Express Company
claims beneficial ownership of an additional 4,980 shares of Common
Stock held by Lehman Brothers, a subsidiary of American Express
Company.
(3) Nicholas Company, Inc., a registered investment advisor,
reported on a Schedule 13G, dated February 8, 1994, that it is
the beneficial owner of the Common Stock listed above with sole
power to vote or direct the vote of the Common Stock. Mr.
Albert O. Nicholas, president, director and majority shareholder
of Nicholas Company, Inc., reported that he owns no shares of
Common Stock for his individual account, but is deemed to have
beneficial ownership of such Common Stock by virtue of his
affiliation with Nicholas Company, Inc.
<PAGE>
<PAGE> 7
PROPOSAL 1 - ELECTION OF DIRECTORS
In view of the Company's dramatic growth in recent years, the
Board of Directors of the Company, pursuant to its Bylaws, approved an
amendment to the Bylaws effective March 8, 1994, which increased the
maximum number of directors allowed to serve on the Board to twelve.
It is proposed to elect a Board of eleven Directors for the following
year and until their successors are elected and qualified. All of the
nominees, set forth in the table below, are currently members of the
Board of Directors with the exception of Richard N. Grubb. It is
intended that the accompanying form of proxy will be voted for the
election of these nominees unless other instructions are given.
Voting is not cumulative. If any nominee should become unavailable,
discretionary authority is reserved by the individuals named in the
proxy to vote for a substitute. The following sets forth information
regarding principal occupation, and other major affiliations during
the past five years, as well as the age of each of the nominees.
<TABLE>
<CAPTION>
Directors and Nominees for
Election as Directors
Year First
Principal Occupation Elected
Name Age and Other Directorships Director
- - - ---- --- ----------------------- -----------
<S> <C> <C> <C>
Felix Zandman(1)(3) 65 Chairman of the Board, President and Chief Executive Officer 1962
of the Company. President and Chief Executive Officer
since the Company's inception. Chairman of the Board
since 1989.
Donald G. Alfson 48 Vice President of the Company since 1993. 1992
President - Vishay Electronic Components, U.S. and Asia, and Dale
Electronics, Inc., a subsidiary of the Company, since April 1992.
Employed by Dale since 1972.
Guy Brana 69 Executive Vice President, French Employers' Manufacturing 1988
Association for more than the past five years.
Avi D. Eden(1) 46 Attorney engaged in private practice. General Counsel 1987
to the Company for more than the past five years.
Robert A. Freece(1) 53 Vice President, Treasurer and Chief Financial Officer 1972
of the Company since 1972.
Richard N. Grubb 47 Certified Public Accountant engaged in private practice. New
Has been associated with the Company in various capacities
for over 20 years.
<PAGE>
<PAGE> 8
Year First
Principal Occupation Elected
Name Age and Other Directorships Director
- - - ---- --- ----------------------- -----------
Gerald Paul 45 Vice President of the Company since 1993. 1993
President Vishay Electronic Components, Europe since January
1994. Managing Director of Draloric Electronic GmbH
since January 1991. Employed by Draloric since
February 1978.
Edward B. Shils(2)(3)(4) 78 Consultant; Ph.D.; Director - Wharton Entrepreneurial Center 1981
and George W. Taylor Professor Emeritus of Entrepreneurial
Studies, The Wharton School, University of Pennsylvania;
Director, Conston Corp. from 1987 to 1990.
Luella B. Slaner 74 Investor for more than the past five years. 1989
Mark I. Solomon(2)(3)(4) 54 Chairman of CMS Companies for more than the past five years. 1993
Jean-Claude Tine 75 Investor for more than the past five years. 1988
</TABLE>
______________
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Employee Stock Plan Committee.
(4) Member of the Compensation Committee.<PAGE>
<PAGE>
<PAGE> 9
Compensation of Directors
Directors receiving compensation for their services as
Directors are Dr. Shils and Messrs. Brana, Solomon and Tine who
each receive $2,500 for each Board meeting attended. In
addition, Dr. Shils and Mr. Solomon receive $2,500 for each Audit
Committee and each Compensation Committee meeting attended. See
"Compensation of Executive Officers" for information with respect
to the compensation of Directors who are also Officers of Vishay.
Mr. Eden is counsel to the Company and receives fees for his
services in amounts which management believes are comparable to
those which the Company would pay to unaffiliated attorneys for
such services. Mr. Eden received fees in the amount of
$228,797 from Vishay for the year ended December 31, 1993.
Mr. Grubb is a consultant to the Company and receives fees for
his services in amounts which management believes are comparable
to those which the Company would pay to unaffiliated consultants
for such services. Mr. Grubb received fees in the amount of
$220,000 from Vishay for the year ended December 31, 1993.
Committees of the Board of
Directors and Meeting Attendance
The Board of Directors met four times during the twelve months
ended December 31, 1993. The Executive Committee met five times
during the same period. The Executive Committee is authorized to
exercise all functions of the Board of Directors in the intervals
between meetings of the Board of Directors to the extent
permitted by Delaware law.
The Audit Committee met twice during the twelve months ended
December 31, 1993. The functions of the Audit Committee include
recommending independent auditors to the Board of Directors,
reviewing with the independent auditors the scope and results of
the auditing engagement, reviewing the independence of the
auditors, considering the range of audit and non-audit fees and
reviewing the adequacy of the Company's systems of internal
accounting controls.
The Employee Stock Plan Committee met once during the twelve
months ended December 31, 1993. The Committee is authorized,
within the limits of the Company's 1986 Stock Plan, to determine
the individuals who are to receive grants and the vesting
requirements with respect thereto and to administer and interpret
the Plan.
The Compensation Committee met once during the twelve months
ended December 31, 1993. The Compensation Committee is
authorized to establish and approve management compensation. See
"Compensation Committee and Employee Stock Plan Committee Report
on Executive Compensation".
The Board does not have a nominating committee.
Except for Mr. Brana, who attended two out of four meetings of
the Board, no Director attended less than 75% of the meetings of the
Board and any committees on which such Director served.
<PAGE>
<PAGE> 10
Compensation Committee Interlocks and
Insider Participation
Dr. Felix Zandman, who is Chairman of the Board, President and
Chief Executive Officer of the Company, is the Chairman of the
Employee Stock Plan Committee. Dr. Zandman may not be awarded
Common Stock under the Company's Stock Plan or the Dale Plan.
The other members of the Employee Stock Plan Committee are Dr.
Shils and Mr. Solomon, who are independent Directors of the
Company and who also may not be awarded Common Stock under
the Company's Stock Plan or the Dale Plan. Dr. Shils and Mr.
Solomon are also the two members of the Compensation Committee.
Compensation of Executive Officers
The following table sets forth all reportable compensation for the fiscal
years ended December 31, 1993, 1992 and 1991 awarded or paid
to the Chief Executive Officer and the individuals who, in fiscal 1993, were
the other four highest paid executive officers of the Company (collectively
the "Five Named Officers").
<TABLE>
<CAPTION>
Summary Compensation Table
- - - ----------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
----------------------------------------- ------------------------------------------
Restricted
Name and Capacities Other Annual Stock Options/ LTIP All Other
in Which Served Year Salary Bonus(1) Compensation Awards $(2) SARs(#) Payouts Compensation
- - - ------------------- ---- ------ -------- ------------ ----------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Felix Zandman 1993 $ 600,000 $ 341,479 (3) None None None $4,717(4)
Chairman of the Board, President and Chief 1992 $ 642,052 None (3) None None None $4,577(4)
Executive Officer 1991 $ 614,272 None (3) None None None $4,000(4)
Donald G. Alfson 1993 $ 153,461 $ 164,750(5) (3) None None None $4,717(4)
Director, Vice President, President of 1992 $ 133,846 $ 156,525(5) (3) None None None $4,577(4)
Vishay Electronic Components 1991 $ 99,127 $ 109,000 (3) None None None $4,162(4)
U.S. and Asia, and President of Dale
Electronics, Inc., a subsidiary of
the Company
Robert A. Freece 1993 $ 160,000 $ 49,818 (3) None None None $4,196(4)
Director, Vice President, Treasurer and 1992 $ 142,946 $ 40,000 (3) None None None $3,659(4)
Chief Financial Officer 1991 $ 139,253 $ 35,000 (3) $20,650 None None $3,475(4)
Henry V. Landau 1993 $ 127,500 $ 116,461 (3) None None None $7,645(6)
Vice President of the Company; 1992 $ 122,500 $ 136,952(5) (3) None None None $7,347(6)
President and Chief Executive Officer of 1991 $ 117,000 $ 100,832 (3) $51,109 None None $7,019(6)
Measurements Group, Inc., a subsidiary of
the Company
Gerald Paul(7) 1993 $ 216,400 $ 55,800(5) (3) None None None None
Director, Vice President, President of 1992 $ 205,777 $ 46,012(5) (3) None None None None
Vishay Electronic Components, Europe, and 1991 $ 129,075 $ 22,307 (3) $10,325 None None None
Managing Director of Draloric Electronic
GmbH, a subsidiary of the Company
</TABLE>
<PAGE>
<PAGE> 11
(1) See "Compensation Committee and Employee Stock Plan Committee Report on
Executive Compensation", which describes performance-based bonuses awarded
to the Five Named Officers.
(2) Dividends are paid on restricted shares of Common Stock during the
restricted period. The aggregate number of such shares and related
market values at December 31, 1993 (at $35.125 per share) were as
follows: Mr. Freece - 1,157 shares, $40,640; Mr. Landau - 2,863 shares,
$100,563; and Dr. Paul - 578 shares, $20,302.
(3) The Company has concluded that the aggregate amount of perquisites and
other personal benefits paid in such period did not exceed the lesser of
10% of such officer's total annual salary and bonus for each of 1993, 1992
and 1991, respectively, or $50,000. Such perquisites have not been
included in the table.
(4) Represents amounts contributed in 1993, 1992 and 1991 under the Company's
401(k) plan under which the Company matches, up to the annual federally
mandated prescribed maximum amounts, an employee's contributions of
up to 2% of such employee's annual salary.
(5) Includes awards of unrestricted Common Stock at the market value of such
Common Stock when awarded, less the par value for each share ($.10) paid
by the recipient. Such awards of Common Stock in 1993 were as follows:
Mr. Alfson - $29,750; and Dr. Paul - $29,750.
(6) Contributed for the benefit of Mr. Landau under a qualified money purchase
pension plan established for certain employees of Measurements Group, Inc.
Mr. Landau is the only executive officer or Director of the Company to
receive benefits under such plan.
(7) Amounts are paid in foreign currency and converted into U.S. dollars at the
weighted average exchange rate for each 12-month period.
Retirement Plans
Dale Electronics, Inc., a wholly-owned subsidiary of the
Company, maintains a defined benefit plan for substantially all
its full-time employees. The benefits under the plan are based
on the employees' compensation and mandatory contributions to the
plan during all years of participation. For each year of
participation, an employee accrues an annual benefit equal to
2.1% of earnings up to $10,000 and 2.64% of earnings in excess of
$10,000. The plan requires a mandatory contribution by the
employee equal to 3.5% of earnings up to $10,000 and 4.4% of
earnings in excess of $10,000, up to the maximum allowable
federal limit. Mr. Alfson is the only executive officer or
Director of the Company to receive benefits under the plan. In
1993, Mr. Alfson contributed $10,287 to the plan and Dale
contributed $4,723. As of December 31, 1993, Mr. Alfson had
accumulated annual earned benefits commencing at age 65 of
$45,177 under the plan. The estimated annual benefits payable
upon Mr. Alfson's retirement (estimated at age 65), assuming Mr.
Alfson (i) continues to be employed by the Company, (ii)
continues to earn the same compensation he earned in 1993 and
(iii) makes all mandatory contributions to the plan, would be
$110,929.
<PAGE>
<PAGE> 12
Draloric Electronic GmbH, a German wholly-owned subsidiary of
the Company, has an unfunded noncontributory defined benefit
pension plan, governed under German law, covering its management
and employees. Pension benefits are based on stated amounts for
each year of service. Under the plan, $46,000, $46,000 and
$32,653 was accrued for the benefit of Dr. Paul in 1993, 1992
and 1991, respectively. (See footnote (7) above.)
Compensation Committee and Employee Stock Plan Committee Report
on Executive Compensation
The Compensation Committee of the Board of Directors,
composed of two independent directors, is responsible
for establishing and approving the compensation and
benefits provided to the Chief Executive Officer and the other
executive officers and key management of the Company.
The Company's executive officers generally receive a base
salary and a performance-based annual cash and/or stock
(restricted and unrestricted) bonus. This compensation formula
is designed to attract and retain management talent capable of
achieving the Company's business objectives, while motivating
management to lead the Company to meet or exceed annual
performance goals, thereby enhancing stockholder value. The
Company does not maintain any stock option plans.
Chief Executive Officer
Dr. Zandman's base salary and other compensation is
determined under the terms of his employment contract (see
"Employment Contract") by considering the Company's financial
performance in view of the performance of companies similar in
size and character, the compensation of officers of companies
similar in size and character, including some of the companies
listed as peer group companies, Dr. Zandman's many years of
dedication and service to the Company and the Company's financial
performance in comparison to previous years. From 1990 to 1993,
the Company's revenues increased by approximately 60% and its net
earnings increased by approximately 71%. Given the Company's
strong performance during this period and the relatively small
increases in Dr. Zandman's annual income for each of those years,
in October 1992, the Board of Directors, in accordance with Dr.
Zandman's employment contract, adopted a compensation formula for
Dr. Zandman combining a base salary and performance bonus that it
believed would more closely relate Dr. Zandman's annual income
with the performance of the Company. In 1993, the Company
achieved record revenues and net earnings, which increased by
approximately 29% and 45%, respectively, over 1992. In light
of the Company's continuing strong performance, in February 1994
the Compensation Committee recommended revisions to Dr. Zandman's
compensation formula. See "Proposal 3 - Approval of Section 162(m) Cash
Bonus Plan".
<PAGE>
<PAGE> 13
Under the proposed performance-based compensation plan for the Chief
Executive Officer, Dr. Zandman's base salary shall continue to be determined
as it has been in the past. (For 1994, as in 1993, Dr. Zandman's base salary
has been set at $600,000.) However, Dr. Zandman's performance bonus has been
restructured effective with 1994 so that of his total annual compensation, a
greater percentage shall be tied to the financial performance of the Company.
Under the formula approved for 1994, Dr. Zandman will be awarded a performance
bonus if the Company achieves after-tax profits above $25 million. The $25
million threshold has been raised from $23 million to reflect the Company's
continued growth. The bonus will be a cash amount equal to 3% of net after-tax
profits from $25 million to $50 million and 1% of net after tax profits from
$50 million to $75 million. No additional bonus will be awarded for any
after-tax profits above $75 million. Applying this formula, the cash bonus,
which was formerly capped at an amount equal to Dr. Zandman's base salary, has
been capped at $1,000,000 for 1994. If, however, the Company's after-tax
profits are $21 million or less, Dr. Zandman's base salary shall be reduced by
15%. This formula may be revised in the future within the parameters of the
proposed performance-based compensation plan. See "Proposal 3-Approval of
Section 162(m) Cash Bonus Plan".
Upon recommendation of the Compensation Committee, the Board
of Directors (excluding Dr. Zandman who was precluded from
considering this bonus policy) approved the foregoing cash bonus
plan in March 1994, subject to stockholder approval. See
"Proposal 3-Approval of Section 162(m) Cash Bonus Plan". The
Compensation Committee and the Board believe that this bonus
program, which is based on after-tax profits, represents an
objective way to tie compensation to the Company's performance.
In addition, the formula adopted for 1994 will give Dr. Zandman the
opportunity to receive compensation in 1994 commensurate with the
average compensation received by Chief Executive Officers of
companies similar in size and character if the Company meets its
performance objectives.
<PAGE>
<PAGE> 14
Executive Officers and Key Management
For the other executive officers and certain key management,
base salaries are set annually essentially by considering the
average compensation of similarly situated officers of companies
similar in size and character including some of the companies
listed as peer group companies. Performance bonuses are awarded
annually by Dr. Zandman to the executive officers and certain key
management of the Company based either on after-tax profits of
the Company or, for those executive officers who manage discrete
business units of the Company, certain performance goals relating
to the operating profits of the business unit that such executive
officer manages. Such bonuses are awarded in cash and/or in
Common Stock of the Company. The Common Stock is available
through the Employee Stock Plan of the Company and the Dale Plan,
which were established in 1986. As chairman of the Employee Stock
Plan Committee, Dr. Zandman recommends the stock awards and
whether such stock should be restricted. The portion of each
bonus paid in cash and the portion awarded in stock is determined
by Dr. Zandman at his discretion.
In 1992, the Board of Directors also adopted a compensation
formula similar to that of Dr. Zandman's for certain executive
officers and key management of the Company. Such formula was
also revised by the Compensation Committee in February 1994 to
make the total compensation of these officers and management more
dependent on the Company's performance. The executive officers
and management covered by the revised formula will be entitled to
performance bonuses if the Company achieves after-tax profits
above a preset threshold, but will also be subject to salary
reductions if such threshold is not met. As with Dr. Zandman's
bonus, the bonus for these executive officers and management will
be an amount equal to varying percentages of the Company's after-
tax profits above the preset minimum threshold, with given
percentages for after-tax profits between preset thresholds and
an upper threshold amount, above which no additional bonus will
be awarded for additional after-tax profits. The reduction of
the executive officers and management salary, if any, will be an
amount equal to a percentage of the Company's shortfall below a
preset minimum threshold. The minimum threshold for these
executive officers and management has also been raised under the
revised formula from its level in the original bonus formula.
For these personnel, the bonus, which had been capped at an
amount equal to 50% of the individual's base salary, is no longer
capped, and the reduction is now limited to 7.5% of such
individual's base salary.
<PAGE>
<PAGE> 15
The preset thresholds and percentages described above and
those relating to Dr. Zandman's bonus may only be adjusted or
waived by the Board of Directors upon recommendation of the
Compensation Committee following each fiscal year.
Respectfully submitted,
The Compensation Committee The Employee Stock Plan Committee
Edward B. Shils Felix Zandman
Mark I. Solomon Edward B. Shils
Mark I. Solomon
Employment Contract
On March 15, 1985, the Company and Dr. Zandman entered into a
long-term employment agreement. The agreement, which was for an
initial term of seven years, provides for automatic annual
extensions through 1996 of such seven-year period. The agreement
also provides that the Board of Directors may increase Dr.
Zandman's compensation from time to time as it deems advisable,
subject to certain parameters, including a required comparison
every three years of Dr. Zandman's compensation to that of
officers of companies of similar size and character. Dr.
Zandman's compensation under the agreement may not be less than
$250,000 per year. The agreement may terminate prior to its
expiration date in the event of death, disability or cause. In
the event that the agreement is terminated other than as a result
of death, disability, cause or pursuant to voluntary termination
by Dr. Zandman, or as a result of a breach of the agreement by
the Company, Dr. Zandman will be entitled to a royalty from the
date of such termination or breach to the later to occur of
(i) the tenth anniversary of such date or (ii) Dr. Zandman's 75th
birthday based on the gross sales by the Company of products
incorporating any inventions made by Dr. Zandman after the date
of the agreement. The amount of such royalty, payable quarterly,
shall be equal to 5% of the gross sales, less returns and
allowances, for each such year of products of the Company that
incorporate Dr. Zandman's inventions after the date of the
agreement.
Performance Graph
The line graph below compares the cumulative total
shareholder return on the Company's Common Stock over a 5-year
period with the return on the Standard & Poor's 500 Stock Index
and with the return on a peer group of companies selected by
Westergaard Research Corp. utilizing BRIDGE Information Systems,
Inc. Network I275 industry grouping. The peer group is made up
of 24 publicly-held manufacturers of semiconductors, capacitors,
resistors and other electronic components, including the
Company.(1) The return of each peer issuer has been weighted
according to the respective issuer's stock market capitalization.
The line graph assumes that $100 had been invested at December
31, 1988 and assumes that all dividends were reinvested.
<PAGE>
<PAGE> 16
TOTAL RETURN TO SHAREHOLDERS
Base Year 1988 = $100.00
240 |---------------------------------------------------------------------|
| |
| $ |
220 |- | |
| | |
| $ | |
200 |- | & |
| | | |
| | | |
180 |- | | |
| & | |
| | | |
160 |- & | | |
| | | | |
| | | @ |
140 |- | | | |
| | | | |
| & & | | | |
120 |- | | | | | |
| | | | | | |
| | | | @ | |
100 |- $&@ | | $ | | |
| | | | | | | |
| | $ @ @ | | |
80 |- | @ $ | | | |
| | | | | | | |
| | | | | | | |
60 |---------------------------------------------------------------------|
| | | | | |
Base Period 1988 1989 1990 1991 1992 1993
YEARS
$ = VISHAY & = S & P 500 INDEX @ = PEER GROUP 1
============================================================================
1988 1989 1990 1991 1992 1993
- - - ----------------------------------------------------------------------------
Vishay Intertechnology,
Inc. $100.00 $ 90.67 $ 78.40 $105.84 $210.68 $227.70
- - - ----------------------------------------------------------------------------
S&P 500 $100.00 $131.69 $127.60 $166.47 $179.15 $197.21
- - - ----------------------------------------------------------------------------
Peer Group(1) $100.00 $ 88.73 $ 92.01 $ 89.42 $110.69 $154.93
============================================================================
(1) Advanced Micro Devices, Inc., Alpha Industries, American Annuity Group
(formerly Sprague Technologies, Inc.), American Technical Ceramics Corp.,
Analog Devices, Inc., Appian Technology Inc., CTS Corp., Cypress
Semiconductor Corp., Dallas Semiconductor Corporation, Dense-Pac
Microsystems Inc., Diodes Inc., Electronic Associates Inc., International
Rectifier Corporation, Jetronic Industries Inc., Kyocera Corp., LSI Logic
Corporation, M/A Com Inc., National Semiconductor Corporation, Semtech
Corp., Solitron Devices Inc., Texas Instruments Incorporated, Unitrode
Corporation, Varian Associates Inc., Vishay Intertechnology, Inc.
<PAGE>
<PAGE> 17
PROPOSAL 2 - ELECTION OF INDEPENDENT AUDITORS
The Board of Directors recommends that the public accounting
firm of Ernst & Young be appointed independent auditors of the
Company for the Company's next audited fiscal year ending
December 31, 1994. Ernst & Young have been the Company's
auditors since 1968. Representatives of Ernst & Young are
expected to be present at the Meeting to respond to appropriate
questions from the Company's stockholders and will have the
opportunity to make a statement at the Meeting if they desire to
do so.
PROPOSAL 3 - APPROVAL OF Section 162(m) CASH BONUS PLAN
Background
As a result of the enactment in 1993 of Section 162(m) of the
Internal Revenue Code, compensation paid to a publicly-traded
company's Chief Executive Officer and any of the next four
highest paid executive officers in excess of $1 million (per
executive) will generally be non-deductible, subject to certain
exceptions, including an exception for stockholder-approved
"performance-based" compensation programs. The legislation first
affects the Company with respect to compensation payable to its
Chief Executive Officer for the fiscal year beginning January 1,
1994.
On March 8, 1994, the Board of Directors (excluding Dr.
Zandman who was precluded from considering the plan) adopted,
subject to stockholder approval, the Section 162(m) Cash Bonus Plan,
which is a separate annual bonus plan for Dr. Zandman as
described below (the "Section 162(m) Plan"), so as to qualify bonuses
paid to him for 1994 and later years as "performance-based".
In order for bonuses to be so qualified, the proposed tax
regulations issued in December 1993, which have not yet been
finalized and are subject to change, require that the material
terms of the Section 162(m) Plan be approved by stockholders.
Accordingly, there will be presented at the annual meeting a
proposal to approve the adoption of the Company's Section 162(m) Cash
Bonus Plan under which the Compensation Committee will annually
set the performance goals and bonus opportunities applicable to
the Chief Executive Officer.
<PAGE>
<PAGE> 18
Material Plan Terms
Business Criteria upon which Performance Goals are Based.
The performance goals for the Chief Executive Officer will be
linked to after-tax profits of the Company. The annual threshold
level of after-tax profits for receiving any performance-based
bonus, the ranges of after-tax profits above that base threshold
and the percentage of after-tax profits to be awarded within such
ranges will be determined by the Compensation Committee prior to
the start of each fiscal year unless applicable regulations
permit determination at a later date. The thresholds established
by the Compensation Committee and adopted by the Board for 1994,
subject to stockholder approval, are described under
"Compensation Committee and Employee Stock Plan Committee Report
on Executive Compensation -- Chief Executive Officer".
Maximum Bonus Opportunity. The bonus the Chief Executive
Officer may receive in respect to any fiscal year shall not
exceed 3% of after-tax profits above $25 million. As a point of
reference, the highest bonus that the Company has ever paid in
any year was $341,479 to Dr. Zandman in 1993.
Recommended Vote
The Board of Directors recommends a vote FOR the adoption of
the Section 162(m) Plan. The Section 162(m) Plan will not be imple-
mented if it is not approved by the affirmative vote of the holders
of a majority of the issued and outstanding shares of Common Stock
present in person or by proxy and voting thereon at the Annual
Meeting. Under the proposed regulations, if the Plan is
approved, it may remain in effect without further stockholder
approval until the annual meeting of stockholders in 1999, unless
materially amended prior to such meeting.
<PAGE>
<PAGE> 19
PROPOSAL 4 - AMENDMENT OF DALE EMPLOYEE STOCK PLAN
Proposed Amendment
It is proposed that the Dale Plan be amended to (i) permit
the distribution of shares issuable under the Dale Plan to
officers, directors and employees of the Company and its
subsidiaries and non-employee directors of Dale, in addition to
employees of Dale and its subsidiaries as the plan currently
provides, and (ii) extend the termination date of the Dale Plan
until December 31, 1999.
Summary of Plan
The current Dale Plan was adopted in 1986 by the Board of
Directors of Dale (the "Dale Board of Directors") and by the sole
stockholder of Dale, Dale Holdings, Inc., a holding company
formed at the direction of the Company and Mezzanine Capital
Corporation Limited. The Dale Plan was approved by the Company's
stockholders in February 1987. The purpose of the Dale Plan was
to encourage and enable employees of Dale and its subsidiaries as
such term is defined in the Dale Plan (the "Dale Subsidiaries"),
to acquire a larger personal proprietary interest in Dale. The
Dale Plan was created separately from the Vishay Employee Stock
Plan, adopted at the same time, because in 1986, Dale was only a
50% subsidiary of the Company.
The current Dale Plan is administered by a committee (the
"Dale Committee") of three persons appointed by the Dale Board of
Directors or consisting of three members of the Dale Board of
Directors. The Dale Committee is authorized, within the limits
of the Dale Plan, (i) to determine the individuals to whom, and
the time or times at which, shares of Vishay Common Stock
("Common Stock") will be granted, whether or not such shares of
Common Stock will be restricted as to transfer ("Restricted
Shares") and the terms and conditions pursuant to which any
Restricted Shares will be subject; (ii) to interpret the
provisions and supervise the administration of the Dale Plan and
(iii) to prescribe, amend and rescind rules and regulations with
respect to the Dale Plan. In the Plan's current form, the
Committee may, in its sole discretion, grant shares of Common
Stock only to an employee of Dale or of a Dale Subsidiary.
Members of the Dale Board of Directors who are not employees of
Dale or a subsidiary of Dale are not eligible to receive shares
of Common Stock under the Dale Plan.
<PAGE>
<PAGE> 20
If a share of Common Stock is Restricted Common Stock, such
shares of Common Stock may not be sold, assigned, transferred,
pledged or otherwise disposed of or encumbered (the
"Restrictions") during the period of time specified by the Dale
Committee, in its sole discretion, at the time the Restricted
Shares are granted (the "Restricted Period"). If an individual
who has been granted Restricted Shares thereafter during the
Restricted Period ceases to be eligible to receive shares of
Common Stock, or if any of the conditions imposed upon the grant
of such Restricted Shares by the Dale Committee are not
satisfied, the shares of Common Stock which are still subject to
the Restrictions revert to Dale. In addition, the Dale Committee
may cause the Restrictions to lapse, whether or not the
Restrictions would otherwise apply, as merits special
consideration. During the Restricted Period, the individual may
vote his Restricted Shares. All cash dividends and other
distributions made with respect to the Restricted Shares during
the Restricted Period shall be retained by Dale for the account
of the individual until the Restricted Period ends, at which time
they will be paid to the individual. If the individual forfeits
any Restricted Shares, any dividends or other distributions paid
with respect to such shares of Common Stock will revert to Dale.
The Dale Committee may, but is not required to, grant up to
an aggregate of 200,000 shares of Common Stock. After accounting
for stock dividends and a stock split, there were 273,334 such
shares available. Grants for 141,741 shares of Common Stock have
been made as of March 25, 1994 to the recipients under the Dale
Plan. Of such shares of Common Stock, approximately 139,372 have
vested to date. Another 315 may vest during the remainder of 1994.
The 2,054 remaining shares of Common Stock granted but unvested
are subject to substantial restrictions on transfer and may revert
to the Dale Plan unless the participant remains in the employ of
Dale through January 31, 1997. Currently, shares of Common Stock
may be granted under the Dale Plan through December 31, 1995.
Since the Dale Committee decides the recipient of and amount
of shares of Common Stock to be awarded under the Dale Plan in
its sole discretion, it is not possible to determine the benefits
that the directors, executive officers or any of the employees of
the Company may receive under the Dale Plan, as amended.
Members of the Employee Stock Committee may not be awarded
shares of Common Stock under the Dale Plan.
<PAGE>
<PAGE> 21
Text of Amendment
"Pursuant to Article 14 of the 1986 Employee Stock Plan of
Dale Electronics, Inc. (the "Plan"), the Plan is hereby amended
as follows:
Article 2 of the Plan is hereby amended by inserting a new
paragraph labeled (f) after paragraph (e) thereof which will read
in its entirety as follows:
"(f) "Employee" shall mean an officer or
employee of Vishay or its Subsidiaries".
Old paragraphs (f) through (l) of Article 2 are hereby relettered
(g) through (m) respectively.
Additionally, all other references in the Plan to
"employee" or "employees" shall be replaced with "Employee" and
"Employees" respectively. Furthermore, all references to "employee
of the Company and its Subsidiaries", "employee of the Company or
its Subsidiaries", or any similar construction, shall be replaced
with "Employee".
<PAGE>
<PAGE> 22
Article 8 of the Plan is hereby amended in the following
manner: the second sentence of Article 8 is amended by replacing
the words "continued in the employ of the Company" with "continued
in the employ of Vishay or its Subsidiaries". The third sentence of
Article 8 is amended by replacing the words "retirement
from the Company" with the words "retirement from Vishay".
Article 11 of the Plan is hereby amended by replacing the word
"Company" with the word "Vishay".
Article 16 of the Plan is hereby amended by replacing the
words "December 31, 1995" with the words "December 31, 1999".
In all other respects, the Plan shall remain unchanged."
Recommended Vote
The Board of Directors recommends a vote FOR the amendment to
the Dale Plan. The Board of Directors believes that the
amendment is desirable because it more accurately reflects the
fully-integrated nature of Dale, as a 100% owned subsidiary of
the Company since 1988, with the Company's other operations.
<PAGE>
<PAGE> 23
OTHER BUSINESS
As of the date of this Proxy Statement, the only business
which the Board of Directors intends to present and knows that
others will present at the Meeting is that hereinabove set forth.
If any other matter or matters are properly brought before the
Meeting or any adjournment thereof, it is the intention of the
person named in the accompanying form of proxy to vote the proxy
on such matters in accordance with their judgment on such
matters.
AVAILABILITY OF FORM 10-K
Information regarding the executive officers of the Company
is hereby incorporated by reference to the Company's most recent
Report on Form 10-K. The Company will provide to any
stockholder, upon written request and without charge, a copy of
such report, including the financial statements and schedules
thereto, as filed with the Securities and Exchange Commission.
All requests for such reports should be directed to Robert A.
Freece, Vice President, Vishay Intertechnology, Inc., 63 Lincoln
Highway, Malvern, Pennsylvania 19355-2120.
PROPOSALS OF SECURITY HOLDERS
Any stockholder proposal intended to be presented at the
Company's 1995 Annual Meeting should be sent to the Company at 63
Lincoln Highway, Malvern, Pennsylvania 19355-2120 and must be
received on or prior to December 21, 1994, to be eligible for
inclusion in the Company's Proxy Statement and form of proxy to
be used in connection with the 1995 Annual Meeting.
/s/ William J. Spires
--------------------------
William J. Spires
Secretary
April 18, 1994
<PAGE>
<PAGE> 24
1986 EMPLOYEE STOCK PLAN
OF
DALE ELECTRONICS, INC.
1. Purpose. The purpose of this Employee Stock Plan
is to advance the interests of the Company and its Subsidiaries
by encouraging and enabling the acquisition of a larger personal
proprietary interest in Vishay by employees of the Company and
its Subsidiaries upon whose judgment and keen interest the Com-
pany and its Subsidiaries are largely dependent for the success-
ful conduct of their operations. It is anticipated that the
acquisition of such proprietary interest in Vishay will stimulate
the efforts of such employees on behalf of the Company and its
Subsidiaries and strengthen their desire to remain with the
Company and its Subsidiaries. It is also expected that the
opportunity to acquire such a proprietary interest will enable
the Company and its Subsidiaries to attract desirable personnel.
2. Definitions. When used in this Plan, unless the
context otherwise requires:
(a) "Anniversary Date" shall mean the anniversary
of the date Restricted Shares are granted to an
employee.
(b) "Board of Directors" shall mean the Board of
Directors of the Company, as constituted at any time.
(c) "Chief Executive Officer" shall mean the
person who at the time shall be the chief executive
officer of the Company.
(d) "Committee" shall mean the committee, as
described in Section 3.
(e) "Company" shall mean Dale Electronics, Inc.,
a Delaware corporation.
(f) "Plan" shall mean this 1986 Employee Stock
Plan of Dale Electronics, Inc., as adopted by the Board
of Directors of the Company at its meeting held on
February 27, 1986 and by the Board of Directors of
Vishay at its meeting held on February 27, 1986, as
such Plan from time to time may be amended.
(g) "Restricted Period" shall mean the period of
time during which Restrictions shall apply to a
Restricted Share, as determined by the Committee
pursuant to Section 7 hereof.
<PAGE>
<PAGE> 25
(h) "Restricted Shares" shall mean the Shares
granted pursuant to Section 6 hereof.
(i) "Restrictions" shall mean the restrictions
upon the sale, assignment, transfer, pledge or other
disposal or encumbrance of a Restricted Share as set
forth in Section 8 hereof.
(j) "Share" shall mean a share of common stock of
Vishay, par value $.10.
(k) "Subsidiary" shall mean any corporation, in
an unbroken chain of corporations, fifty percent (50%)
or more of which common stock is owned by the Company
or any other Subsidiary of the Company, as such term is
defined herein.
(l) "Vishay" shall mean Vishay Intertechnology,
Inc., a Delaware corporation.
3. Administration of the Plan. The Plan shall be
administered by a Committee of at least three (3) persons
designated by the Board of Directors or by a committee of at
least three (3) members of the Board of Directors. If the Chief
Executive Officer is not a member of the Committee, he shall meet
with the Committee ex officio and act as advisor to the
Committee. The Committee shall have the authority to exercise
all of the responsibilities and duties under this Plan. Each
member of the Committee shall hold office until the next regular
annual meeting of the Board of Directors following his designa-
tion and until his successor is designated as a member of the
Committee. Any vacancy in the Committee may be filled by a
resolution adopted by a majority of the full Board of Directors.
Any member of the Committee may be removed at any time, with or
without cause, by resolution adopted by a majority of the full
Board of Directors. A member of the Committee may resign from
the Committee at any time by giving written notice to the Chief
Executive Officer or Secretary of the Company and, unless other-
wise specified therein, such resignation shall take effect upon
receipt thereof. The acceptance of such resignation shall not be
necessary to make it effective. The Committee shall establish
such rules and procedures as are necessary or advisable to
administer the Plan.
4. Participants. Except as hereinafter provided, all
employees of the Company or any Subsidiary shall be eligible to
receive Restricted Shares under the Plan. The employees to whom
Restricted Shares are granted under this Plan and the number of
Restricted Shares to be granted to each such employee shall be
determined by the Committee, in its sole discretion, subject,
however, to the terms and conditions of this Plan.
<PAGE>
<PAGE> 26
Restricted Shares may be granted to employees who are
also directors of the Company or any Subsidiary, but not to
directors who are not also employees.
Nothing contained in this Plan shall be construed to
prohibit the grant of Restricted Shares at different times to the
same employee.
5. Shares. The Committee may, but shall not be
required to, grant, in accordance with this Plan, an aggregate of
up to 200,000 Shares, which may be acquired by the Company from
Vishay for such consideration and on such terms as may be agreed
to by Vishay and the Company, or may be acquired by the Company
on the open market. If any Restricted Shares shall revert to the
Company pursuant to Section 8, then the Committee may grant
Restricted Shares with respect to the Restricted Shares which
have reverted to the Company.
6. Grant of Restricted Shares. From time to time,
the Committee, in its sole discretion, may grant to an eligible
employee the right to receive such number of Shares, as deter-
mined by the Committee, in its sole discretion. Subject to the
provisions of Section 7 and Section 12, a certificate
representing such Shares shall be delivered to the employee.
7. Restricted Shares. If the Committee so provides
at the time that Shares are granted to an employee, such Shares
may not be sold, assigned, transferred, pledged or otherwise
disposed of or encumbered until the expiration of the period of
time or the satisfaction of the conditions specified by the
Committee at the time the Shares are granted (such Shares being
hereinafter referred to as "Restricted Shares"). The terms and
conditions of the grant of such Restricted Shares and the
Restrictions applicable to such Shares shall be set forth, in
writing, in an agreement signed by the employee and, on behalf of
the Company, by the Chief Executive Officer or President or a
Vice President of the Company (the "Restricted Shares
Agreement"). If the Committee does not provide for any Restric-
tions with respect to an employee's Shares at the time the Shares
are granted, such Shares shall not be subject to forfeiture to
the Company and shall be freely transferable by the Employee;
provided, however, that the Company may restrict the transfer-
ability of all Shares until the Plan has been approved by a
majority of the stockholders of the Company and of Vishay
pursuant to Section 15 hereof.
8. Forfeiture of Restricted Shares. If an employee
who has been granted Restricted Shares ceases to be employed by
the Company or any of its Subsidiaries or by Vishay or any of its
affiliates for any reason prior to the end of the Restricted
Period, Restricted Shares held by such employee which are subject
to Restrictions shall automatically revert to and become the
property of the Company. However, in the event of the employee's
death or termination of employment due to disability (the
<PAGE>
<PAGE> 27
existence of which disability shall be determined by the
Committee, in its sole discretion), an employee shall be entitled
to retain a number of Restricted Shares free of Restrictions (in
addition to the Restricted Shares with respect to which the
Restrictions have already lapsed) equal to (a) the additional
number of Shares which the employee would have been entitled to
receive had he continued in the employ of the Company until the
Anniversary Date immediately following the date of his death or
disability, multiplied by (b) a fraction, the numerator of which
is the number of months from the Anniversary Date immediately
preceding the employee's death or disability and the denominator
of which is 12. Notwithstanding anything contained herein to the
contrary, in the sole discretion of the Committee, the
Restrictions upon the Restricted Shares shall cease in whole or
in part and upon such conditions as the Committee may impose and
such Restricted Shares may be retained by the employee irrespec-
tive of his termination of employment with the Company, its
Subsidiaries and Vishay and its affiliates, (i) upon the
employee's retirement from the Company and its Subsidiaries, or
(ii) upon the occurrence of such special circumstance or event,
as, in the sole discretion of the Committee, merits special
consideration. Notwithstanding the preceding, the Restrictions
on any Shares shall not cease prior to the approval of the Plan
by a majority of the stockholders of the Company and Vishay
pursuant to Section 15 hereof. In the event that any Restricted
Shares shall revert to and become the property of the Company
pursuant to this Section 8, any stock certificate or certificates
representing such Restricted Shares shall be returned to the
Company.
9. Right to Vote and to Receive Dividends on
Restricted Shares. Each holder of Restricted Shares shall,
during the Restricted Period, be the beneficial and record owner
of such Restricted Shares and shall have full voting rights with
respect thereto. During the Restricted Period, all dividends and
distributions paid upon any Restricted Share shall be paid to the
Company for the account of the holder of such Restricted Share.
Such dividends and distributions shall be retained by the Company
if for any reason the Restricted Share upon which such dividends
and distributions were paid reverts to the Company. Upon the
expiration of the Restricted Period, all dividends and
distributions made on such Restricted Share and retained by the
Company shall be paid to the employee.
10. Adjustment of Shares. If, during the Restricted
Period, there shall be declared and paid a stock dividend upon
the Shares or if the Shares shall be split up, converted,
exchanged, reclassified, or in any way substituted for, the
holder of a Restricted Share shall receive, subject to the
provisions of Section 9, the same securities or other property as
are received by the other holders of Vishay's Shares pursuant to
such stock dividend, split-up, conversion, exchange, reclassifi-
cation or substitution. If any such event should occur, the
number of Shares with respect to which Restricted Shares remain
<PAGE>
<PAGE> 28
to be issued, or with respect to which Restricted Shares may be
reissued, under the Plan shall be adjusted by the Committee in a
similar manner.
11. No Right to Continued Employment. Nothing
contained herein or in any Restricted Shares Agreement shall be
construed to confer on any employee any right to continue in the
employ of the Company or its Subsidiaries or derogate from any
right of the Company or any Subsidiaries to retire, request the
resignation of or discharge such employee, at any time, with or
without cause.
12. Issuance of Shares and Compliance with Securities
Laws. Each stock certificate representing Restricted Shares
shall contain an appropriate legend referring to the Plan and the
Restrictions upon such Restricted Shares. Simultaneously with
delivery of each stock certificate for Restricted Shares, Vishay
may cause a stop transfer order with respect to such certificate
to be placed with the transfer agent of the Shares. Before the
end of the Restricted Period, Vishay may: (i) require the holder
to give satisfactory assurances that the Shares are being
purchased for investment and not with a view to resale or
distribution, and will not be transferred in violation of
applicable securities laws; (ii) restrict the transferability of
such Shares and require a legend to be endorsed on the
certificates representing the Shares; and (iii) condition the
issuance and delivery of Shares upon the listing, registration or
qualification of such Shares upon a securities exchange or under
applicable securities laws.
13. Income Tax Withholding. If, by reason of any
federal, state or local tax rules or regulations, withholding is
required in respect of the grant of Restricted Shares or when the
Restrictions on such Shares cease, the Company or any Subsidiary
shall be entitled to deduct and withhold such amounts from any
cash payments to be made to the holder. In any event, the holder
shall make available to the Company or Subsidiary, promptly when
requested by the Company or Subsidiary, sufficient funds to meet
the requirements of such withholding, and the Company or
Subsidiary shall be entitled to take and authorize such steps as
it may deem advisable in order to have such funds made available
to the Company or Subsidiary out of any funds or property due or
to become due to the holder.
14. Administration and Amendment of the Plan. Except
as hereinafter provided, the Board of Directors and the Committee
may at any time withdraw or from time to time amend the Plan as
it relates to, and the terms and conditions of, any Restricted
Shares not theretofore granted, and the Board of Directors and
the Committee, with the consent of each adversely affected holder
of any Restricted Shares, may at any time withdraw or from time
to time amend the Plan as it relates to, and the terms and
conditions of, any Restricted Shares issued pursuant to the Plan.
<PAGE>
<PAGE> 29
Determinations of the Committee as to any question
which may arise with respect to the interpretation of the
provisions of the Plan or any grant of Restricted Shares shall be
final. The Committee may authorize and establish such rules,
regulations and revisions thereof, not inconsistent with the
provisions of the Plan, as it may deem advisable to make the Plan
and any Restricted Shares effective or provide for their adminis-
tration, and may take such other action with regard to the Plan
and any Restricted Shares as it shall deem desirable to
effectuate their purpose.
15. Effective Date of the Plan. This Plan is
conditioned upon its approval at any special or annual meeting of
the stockholders of Vishay and of the Company by the vote of the
holders of a majority of the outstanding Shares of the common
stock of Vishay and of the Company, as the case may be, voting
either in person or by proxy, at a duly held stockholders'
meeting or by the unanimous written consent of the stockholders
on or before February 26, 1987; except that this Plan is adopted
and approved by the Board of Directors of the Company and of
Vishay effective February 27, 1986, to permit the grant of
Restricted Shares prior to the approval of the Plan by the
stockholders of Vishay and of the Company, as aforesaid. In the
event that this Plan is not approved by the stockholders of
Vishay and of the Company, as aforesaid, this Plan shall be void
and of no force or effect and any Restricted Shares granted
hereunder shall revert to and become the property of the Company.
16. Final Issuance Date. No Restricted Shares shall be
granted under the Plan after December 31, 1995.
<PAGE>
<PAGE> 30
AMENDMENT NO. 1
TO THE
1986 EMPLOYEE STOCK PLAN OF
DALE ELECTRONICS, INC.
Pursuant to Article 14 of the 1986 Employee Stock Plan of
Dale Electronics, Inc. (the "Plan"), the Plan is hereby amended
as follows:
Article 2 of the Plan is hereby amended by inserting a new
paragraph labeled (f) after paragraph (e) thereof which will read
in its entirety as follows:
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"(f) "Employee" shall mean an officer or employee of
Vishay or its Subsidiaries".
Old paragraphs (f) through (l) of Article 2 are hereby relettered
(g) through (m) respectively.
Additionally, all other references in the Plan to
"employee" or "employees" shall be replaced with "Employee" and
"Employees" respectively. Furthermore, all references to "employee
of the Company and its Subsidiaries", "employee of the Company or
its Subsidiaries", or any similar construction, shall be replaced
with "Employee".
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Article 8 of the Plan is hereby amended in the following
manner: the second sentence of Article 8 is amended by replacing
the words "continued in the employ of the Company" with "continued
in the employ of Vishay or its Subsidiaries". The third sentence of
Article 8 is amended by replacing the words "retirement
from the Company" with the words "retirement from Vishay".
Article 11 of the Plan is hereby amended by replacing the word
"Company" with the word "Vishay".
Article 16 of the Plan is hereby amended by replacing the
words "December 31, 1995" with the words "December 31, 1999".
In all other respects, the Plan shall remain unchanged.
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VISHAY INTERTECHNOLOGY, INC.
Annual Meeting of Stockholders
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints Felix Zandman and Robert A. Freece, or
if only one is present, then that individual, with full power of
substitution, to vote all shares of VISHAY INTERTECHNOLOGY, INC. (the
"Company"), which the undersigned is entitled to vote at the Company's
Annual Meeting to be held at The Four Seasons Hotel, Ballroom South, Lobby
Level, One Logan Square, Philadelphia, Pennsylvania, on the 19th day of
May, 1994 at 10:30 a.m. Philadelphia time, and at any adjournment thereof,
hereby ratifying all that said proxies or their substitutes may do by
virtue hereof, and the undersigned authorizes and instructs said proxies to
vote as follows:
1. ELECTION OF DIRECTORS: To elect the nominees for Director below for a
term of one year;
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all nominees
below) / / listed below / /
(INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list below.)
Felix Zandman, Donald G. Alfson, Guy Brana, Avi D. Eden, Robert A.
Freece, Richard N. Grubb, Gerald Paul, Edward B. Shils, Luella B.
Slaner, Mark I. Solomon, Jean-Claude Tine;
2. APPROVAL OF AUDITORS: To approve the appointment of Ernst & Young as
auditors of the Company for the fiscal year ended December 31, 1994;
FOR / / AGAINST / / ABSTAIN / /
3. APPROVAL OF COMPENSATION PLAN: To approve the adoption of the
performance-based compensation plan for the Chief Executive Officer;
FOR / / AGAINST / / ABSTAIN / /
4. AMENDMENT OF PLAN: To approve the amendment of the Dale Electronics,
Inc. Employee Stock Plan;
FOR / / AGAINST / / ABSTAIN / /
and in their discretion, upon any other matters that may properly come
before the meeting or any adjournments thereof.
(Continued and to be dated and signed on the other side.)
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDERS. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSALS
2, 3 AND 4.
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
Receipt of the Notice of Annual Meeting and of the Proxy Statement and
Annual Report of the Company accompanying the same is hereby acknowledged.
Dated: ________________________________, 1994
_____________________________________________
(Signature of Stockholder)
_____________________________________________
(Signature of Stockholder)
Your signature should appear the same as your
name appears herein. If signing as attorney,
executor, administrator, trustee or guardian,
please indicate the capacity in which
signing. When signing as joint tenants, all
parties to the joint tenancy must sign. When
the proxy is given by a corporation, it should
be signed by an authorized officer.
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