Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) Departure of Directors or Certain Officers

On July 30, 2008, the Board of Directors of Vishay Intertechnology, Inc. was notified that Richard N. Grubb, the Company’s Chief Financial Officer, would be stepping down for “good reason” effective September 1, 2008, in connection with a change in the corporate finance and accounting function of the Company.

The Company has employment agreements with five of its executives, including Mr. Grubb. With the exception of the employment arrangement with Dr. Felix Zandman, Executive Chairman and founder of the Company, the executive employment agreements contain severance provisions providing generally for 3 years of compensation in the case of a termination without cause or a voluntary termination by the executive for “good reason” as defined in the employment agreement. Specifically, severance items include:

• salary continuation for three years, payable over three years;
• 5,000 shares of common stock annually for three years;
• bonus for the year of termination;
• $1,500,000 lump sum cash payment. This payment replaces the annual deferred compensation credits and the annual bonus for the 3-year severance period; and
• lifetime continuation of executive’s life insurance and medical benefit up to $15,000 annual premium value.

The Company will record a charge in the third quarter of 2008 associated with Mr. Grubb’s termination.

As described in Item 5.02(c) below, the Company’s Board of Directors appointed Dr. Lior Yahalomi to be Chief Financial Officer and Ms. Lori Lipcaman to the newly created role of Chief Accounting Officer, effective September 1, 2008.

(c) Appointment of Certain Officers

On July 30, 2008, the Company’s Board of Directors appointed Dr. Lior Yahalomi to be Chief Financial Officer and Ms. Lori Lipcaman to the newly created role of Chief Accounting Officer, effective September 1, 2008.

Dr. Yahalomi has served as Vishay’s Corporate Senior Vice President, Mergers and Acquisitions since June 2006. Ms. Lipcaman has served as Vishay’s Corporate Senior Vice President, Operations Controller since 1998 and has been associated with Vishay since 1989.

The Company’s Compensation Committee intends to review the salary, bonus arrangement, and other incentives of both Dr. Yahalomi and Ms. Lipcaman at its next regularly scheduled meeting, and to negotiate formal employment agreements. The Company intends to file a copy or summary of the material terms of such arrangements promptly following their adoption.

Except as disclosed herein, Dr. Yahalomi was not selected pursuant to any arrangement or understanding between Dr. Yahalomi and any other person. There are no family relationships between Dr. Yahalomi and the directors or executive officers of the Company.

Except as disclosed herein, Ms. Lipcaman was not selected pursuant to any arrangement or understanding between Ms. Lipcaman and any other person. There are no family relationships between Ms. Lipcaman and the directors or executive officers of the Company.