Transition Agreement, dated July 15, 2022, between Vishay Capacitors Belgium NV (an indirect wholly owned subsidiary of Vishay Intertechnology, Inc.) and Johan Vandoorn

After mutual concessions, the Parties enter into a settlement agreement in the sense of Article 2044 and the following articles of the Civil Code.

The Parties recognize that they were aware of their rights at the time of the conclusion of the Transition Agreement. The provisions of the Transition Agreement have been agreed upon between the Parties and those provisions fully reflect their free and clear consent.

Both of the Parties have been given the necessary time for reflection to examine and negotiate the Transition Agreement and they have received the necessary advice in order to understand its scope.

The Parties undertake to execute the Transition Agreement in good faith.

The Parties expressly agree and acknowledge that any professional relationship between them shall be definitively terminated as a termination by the Company without Cause (as defined below) on 31 December 2022 (the “Termination Date”), unless Mr. Vandoorn’s employment is earlier terminated by the Company for Cause, or due to Mr. Vandoorn’s death or disability (within the meaning of Section 13.2(b) of the Services Agreement, (“Disability”)).

Until the Termination Date, Mr. Vandoorn will carry out the missions provided in the Services Agreement, will make good faith efforts to prepare the Company and its affiliates (which, for the avoidance of doubt, includes for the purposes of this Transition Agreement Vishay Intertechnology, Inc., a Delaware corporation (the parent company) and all of its subsidiaries) for an orderly transition of his duties as Chief Technology Officer to his successor (and, upon the request of the Company and its affiliates, an orderly transition of his other duties to other personnel of the Company of its affiliates), and will perform his corporate mandates with all due care. However, as of 1 January 2023, Mr. Vandoorn will no longer perform any services or corporate mandates for the Company and its affiliates.

With respect to the corporate mandates, Mr. Vandoorn commits to resign from such mandates with effect on the Termination Date. At the signature of the Transition Agreement, Mr. Vandoorn will provide the Company with a signed original of the resignation letter annexed to the Transition Agreement.

For the purposes of this Transition Agreement, “Cause” means any of the following:

Such forfeiture shall not limit any additional equitable or legal remedies the Company and its affiliates may have with respect to Mr. Vandoorn’s breach.

In addition, Mr. Vandoorn agrees to cooperate fully and in a timely manner, both before and after the Termination Date, with the Company and its affiliates (and their counsel) with respect to any matter (including, without limitation, litigation, investigations, or governmental proceedings) relating to Mr. Vandoorn’s tenure with the Company and its affiliates, upon reasonable notice from the Company or its affiliate, so long as, following the Termination Date, the Company and its affiliates exercise commercially reasonable efforts to schedule and limit its need for Mr. Vandoorn’s cooperation under this paragraph so as not to interfere with Mr. Vandoorn’s other personal and professional commitments. Mr. Vandoorn’s obligation to cooperate as described in the prior sentence shall extend for the duration of his lifetime with respect to litigation, internal or external audits or investigations and governmental proceedings; for all other matters, Mr. Vandoorn’s obligation to cooperate shall expire on December 31, 2025. The Company will reimburse Mr. Vandoorn for reasonable out-of-pocket costs that he incurs pursuant to such cooperation, in accordance with its then-current expense reimbursement policy.

At the latest on the Termination Date, Mr. Vandoorn will return all the goods (company car, etc.), equipment and devices, and documents (confidential or otherwise, including copies) that are the property of (or that were given them by) the Company or any of its affiliates. These goods, equipment and devices, and documents are and will remain the exclusive property of the Company.

Mr. Vandoorn undertakes not to communicate, divulge or use any Confidential Information. For the purpose of the Transition Agreement, “Confidential Information” is defined as (i) the Services Agreements concluded with the Company, its contents and its deliverables and (ii) any technical, commercial, financial or other information relating to the business and affairs of the Company and its affiliates and to the business and affairs of the Company’s and its affiliates’(potential) customers and clients which comes to Mr. Vandoorn’s attention or possession, and which the Company regards or any of its affiliates regard, or could reasonably be expected to regard as confidential, whether or not any such tangible information is marked “confidential”.

Mr. Vandoorn explicitly agrees to refrain from denigrating the Company, any of its affiliates, or any of their respective officers, directors, employees, consultants, reputations, products, operations, procedures, policies or services in any way.

Notwithstanding anything to the contrary in the Transition Agreement, the restrictions described in the two preceding paragraphs and in Article 12 herein shall not (i) apply to disclosure required by Mr. Vandoorn under applicable law, regulation or legal process (provided that, to the extent permitted by applicable law, Mr. Vandoorn provides the Company with prior notice of the contemplated disclosure and reasonably cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information) or (ii) be construed to impede Mr. Vandoorn from making disclosures that are protected under applicable whistleblower laws, or to require notification or prior approval by the Company or its affiliates of any such disclosure  (provided that Mr. Vandoorn is not authorized under this clause (ii) to disclose communications with counsel to the Company or its affiliates that were made for the purpose of receiving legal advice or that contain legal advice or that are protected by the attorney work product or similar privilege).

Insofar as Mr. Vandoorn uses online social networks (such as Facebook, Twitter, LinkedIn, Hyves, Plaxo, etc.), Mr. Vandoorn undertakes, within seven calendar days after the Termination Date, to update his personal profile to make it clear that he is no longer in a relationship with the Company and its affiliates since the Termination Date.

Mr. Vandoorn explicitly agrees to keep the existence as well as the content of the Transition Agreement strictly confidential and agrees not to communicate directly or indirectly any information relating to the Transition Agreement to third parties, except in cases where there is a legal obligation to divulge this information or where Mr. Vandoorn is requested to divulge this information by a competent authority.

Mr. Vandoorn, moreover, explicitly agrees to refrain from divulging any information to any third party regarding any disputes that have existed between the Parties.

Under the condition of the proper and complete execution of the Transition Agreement:

Consequently, Mr. Vandoorn explicitly agrees and acknowledges that he has exhausted his rights and confirms that he has no more claims against the Company or its affiliates.

The waiver exercised by Mr. Vandoorn is not only valid with regard to the Company but also with regard to each and every one of its predecessors, successors (by merger or otherwise), parents, subsidiaries, affiliates, divisions and related entities, and all of their directors, officers, executives, attorneys and agents, whether present or former, and benefit plans (and the administrators, fiduciaries and agents of such plans).

Moreover, Mr. Vandoorn commits to confirm and sign, on the Termination Date, the Release annexed to the Transition Agreement and restating the same waivers as the one provided in the present article. This release shall cover in particular the period running from the signature of Transition Agreement to the Termination Date.

The Transition Agreement constitutes the final and complete agreement of the Parties.

The Transition Agreement annuls and replaces all previous agreements and stipulations, of whatsoever nature, which were concluded verbally or in writing between the Parties and are in conflict with the Transition Agreement.

If one or more clauses or parts of clauses of the Transition Agreement are deemed partially or totally void, the other provisions shall not be affected by the nullity and shall consequently remain valid.

This Transition Agreement shall be governed by and construed in accordance with Belgian law.

The Parties expressly accept the exclusive jurisdiction of Belgian courts for any disputes arising from the Transition Agreement or the execution thereof.

Drafted in Belgium, on July 15, 2022, in two originals signed and initialised by each Party. Both Parties acknowledging having received one original. Each counterpart to this Transition Agreement may be executed and delivered electronically (including via portable document format or similar method) and a receiving Party may rely on the receipt of a document so executed and delivered as if the original had been received.

I would kindly ask you to proceed to the necessary steps at the next general meeting of the shareholders and, to the extent applicable, to publish this resignation in the Annexes of the Belgian Official Gazette (“Moniteur Belge”) or as otherwise appropriate.

I would also ask you to grant me the discharge for the acts performed in my capacity as Director and Managing Director of each respective Company at the next general meeting of shareholders of each Company.

Finally, I confirm that I have no claim against any of the Companies or their respective shareholders and, in any event, I expressly waive any claim I may have against them.

Yours sincerely,