DEF 14A of Vishay Intertechnology Inc, Apr 8, 2026

DEF 14A of Vishay Intertechnology Inc

Filed Apr 8, 2026 · FY20250000103730-26-000029

Open on EDGAR

  1. TABLE OF CONTENTS

    | SECTION | | | Compensation Tables | 43 | | Summary Compensation Table | 43 | | 2025 Grants of Plan Based Awards | 46 | | Outstanding Equity Awards at Fiscal Year End | 48 | | 2025 Stock Vested | 49 | | Pension and Retirement Benefits | 49 | | 2025 Pension and Retirement Benefits Table | 50 | | Non-qualified Deferred Compensation | 50 | | 2025 Non-qualified Deferred Compensation Table | 51 | | Potential Payments Upon Termination or a Change in Control | 52 | | Median Pay Ratio | 57 | | Pay Versus Performance | 58 | | 2026 Executive Compensation | 60 | | Additional Information on Equity Compensation Plans | 61 | | Proposal Three – Advisory Vote to Approve Named Executive Officer Compensation | 62 | | Proposal Four – Approval of Amendment No. 1 to the 2023 Plan | 63 | | Certain Relationships and Related Transactions | 70 | | About the Meeting | 72 | | Why did I receive these materials? | 72 | | What is a proxy? | 72 | | What is the record date and why is it important? | 72 | | What is the difference between "Stockholders of Record" and "Beneficial Owners"? | 72 | | May I attend the annual meeting? What do I need in order to attend the meeting? | 72 | | What proposals will I be voting on and how does the Board of Directors recommend I vote? | 72 | | Does Vishay have more than one class of stock outstanding? | 72 | | What are the voting rights of each class of stock? | 73 | | What constitutes a quorum? | 73 | | How are abstentions and broker non-votes considered? | 73 | | What vote is required to approve each proposal? | 73 | | Who paid to send me the proxy materials? | 74 | | How do I vote my shares? Can I vote electronically? | 74 | | Can I change my vote after I return my proxy card? | 75 | | What will happen if I provide my proxy but do not vote on a proposal? | 75 | | What will happen if I do not provide my proxy? | 75 | | Who will verify the election results? | 75 | | Are there any stockholders who own more than 5% of Vishay's shares or voting power? | 75 | | Other Matters | 76 | | Availability of Annual Report and Form 10-K to Stockholders | 76 | | Stockholder Proposals for 2027 Annual Meeting | 76 | | Annex A - Vishay Intertechnology, Inc. 2023 Long-Term Incentive Plan, as amended by the 2023 Plan Amendment | A-1 |

  2. Class II Director Nominees

    Class II Director Nominees

  3. Class II Director Nominees

    | | | | | | | | COMMITTEE OF THE BOARD | | | | NAME | AGE | DIRECTOR SINCE | TERM EXPIRING | OCCUPATION | QUALIFICATIONS | INDEPENDENT | A | NCG | CC | | Michael J. Cody | 76 | 2018 | 2029 | Retired VP - Corporate Development, Raytheon Company | Leadership, Complementary Industry, Finance, M&A | ✓ | M | M | | | Dr. Abraham Ludomirski | 74 | 2003 | 2029 | Founder and Managing Director of Vitalife Fund | Leadership, Complementary Industry, Finance, Global | ✓ | | C | M | | John Malvisi | 67 | 2023 | 2029 | Retired Senior Audit Partner, Deloitte & Touche LLP | Leadership, Finance, M&A | ✓ | C(FE) | | | | Raanan Zilberman | 65 | 2017 | 2029 | Retired President and CEO of multiple international companies | Leadership, Electronics Industry, Company, Global, M&A | ✓ | M | M | |

  4. Class II Director Nominees

    | A | Audit Committee | | NCG | Nominating and Corporate Governance Committee | | CC | Compensation Committee | | C | Committee Chair | | M | Committee Member | | (FE) | Financial Expert |

  5. Class II Director Nominees

    The Board of Directors recommends that you vote FOR ALL nominees listed above (see Proposal One).

  6. Class II Director Nominees

    | 2026 Proxy Statement | Summary | Table of Contents |

  7. DIRECTORS

    DIRECTORS The following table summarizes the current directors as of April 6, 2026:

  8. DIRECTORS

    | | | | | | | | COMMITTEE OF THE BOARD | | | | | | NAME | AGE | DIRECTOR SINCE | CLASS / TERM EXPIRING | OCCUPATION | QUALIFICATIONS | INDEPENDENT | E | A | NCG | CC | EA | | Michael J. Cody(1) | 76 | 2018 | II / 2029 | Retired VP - Corporate Development, Raytheon Company | Leadership, Complementary Industry, Finance, M&A | ✓ | | M | M | | | | Dr. Abraham Ludomirski(1) | 74 | 2003 | II / 2029 | Founder and Managing Director of Vitalife Fund | Leadership, Complementary Industry, Finance, Global | ✓ | | | C | M | | | John Malvisi(1) | 67 | 2023 | II / 2029 | Retired Senior Audit Partner, Deloitte & Touche LLP | Leadership, Finance, M&A | ✓ | | C(FE) | | | | | Raanan Zilberman(1) | 65 | 2017 | II / 2029 | Retired President and CEO of multiple international companies | Leadership, Electronics Industry, Company, Global, M&A | ✓ | | M | M | | | | Marc Zandman | 64 | 2001 | III / 2027 | Executive Chairman of the Board, Chief Business Development Officer, Vishay Intertechnology, Inc. | Leadership, Electronics Industry, Company, Global | | C | | | | C | | Ruta Zandman | 88 | 2001 | III / 2027 | Private Stockholder | Leadership, Electronics Industry, Company, Global | | | | | | | | Dr. Renee B. Booth | 67 | 2022 | I / 2028 | President, Leadership Solutions, Inc. | Leadership, Complementary Industry, Global, HR | ✓ | | | | C | | | Dr. Michiko Kurahashi | 66 | 2022 | I / 2028 | Former Chief Marketing Officer, AXIS Capital; Adjunct Professor, New York University | Leadership, Complementary Industry, Global, Marketing | ✓ | | | | M | | | Joel Smejkal | 59 | 2023 | I / 2028 | President and CEO, Vishay Intertechnology, Inc. | Leadership, Electronics Industry, Company, Global | | M | | | | M |

  9. DIRECTORS

    | (1) | Nominees for election at 2026 Annual Meeting. | | E: | Executive Committee | | A: | Audit Committee | | NCG: | Nominating and Corporate Governance Committee | | CC: | Compensation Committee | | EA: | Equity Award Committee | | C: | Committee Chair | | M: | Committee Member | | (FE): | Financial Expert |

  10. DIRECTORS

    | 2026 Proxy Statement | Directors | Table of Contents |

  11. Board Demographics

    Board Demographics The directors exhibit a variety of competencies, professional experience, and backgrounds, and contribute diverse viewpoints and perspectives to our Board. While the Board benefits from the experience and institutional knowledge that our longer-serving directors bring, it has also brought in new perspectives and ideas through new director appointments in recent years.

  12. Board Demographics

    | 2026 Proxy Statement | Directors | Table of Contents |

  13. Class II Directors – Nominees for Terms Expiring 2029

    Class II Directors – Nominees for Terms Expiring 2029

  14. Class II Directors – Nominees for Terms Expiring 2029

    | | Michael J. Cody was, from 2009 until his retirement in 2017, Vice President of Corporate Development at Raytheon Company, a technology company specializing in defense, civil government and cybersecurity solutions. At Raytheon, Mr. Cody was responsible for overseeing all merger and acquisition activity, where he executed 18 transactions aggregating in excess of $4.3 billion in transaction value. From 2007 to 2009, Mr. Cody was a founding partner of Meadowood Capital LLC, a private equity firm focused on technology companies. From 1997 to 2007, Mr. Cody was Vice President of Corporate Development at EMC Corporation, a developer and provider of information infrastructure technology. Mr. Cody has previously served on the boards of Safeguard Scientific, Inc., a NYSE listed private equity and venture capital firm; and MTI Ltd., a private company in the UK specializing in cloud, security, and infrastructure. Mr. Cody brings to the Board extensive knowledge and experience with mergers and acquisitions as well as experience with technology and defense businesses. Additionally, Mr. Cody's experience as a director of publicly traded and private companies allows him to bring an important perspective to the Board. | | | Dr. Abraham Ludomirski is the founder and, for more than the past five years, managing director of Vitalife Fund, a venture capital company specializing in high-tech electronic medical devices. He serves on the board of directors of POCARED Diagnostics, Ltd., Newpace Ltd., Sensible Medical Innovations Ltd., and Trig Medical, as well as serving as the Chairman of the Board of ENDOSPAN Ltd. and Endoran. He also serves as CEO of Illumigyn. He previously served on the board of Recro Pharma, Inc. and DIR Technologies. Dr. Ludomirski earned his M.D. at the Sackler Tel-Aviv University Medical School, specializing in OBGYN and completed his fellowship at the University of Pennsylvania in maternal fetal medicine. In addition to his general familiarity with corporate affairs and governance, Dr. Ludomirski's work in the high-tech venture capital and medical fields gives him a valuable perspective on investment in innovative technologies. | | | John Malvisi retired in 2021 as a senior partner in Deloitte & Touche LLP’s audit practice with more than 35 years of client service experience. During his career, Mr. Malvisi managed several of Deloitte’s largest audit clients in the media & entertainment, and consumer products industries. He also spent several years in the firm’s Merger & Acquisition Services Group and National Office. Mr. Malvisi worked in Deloitte’s National Office Assurance Insights & Analysis Group and Accounting Research Group, where his responsibilities included quality and risk control and consultation on a wide range of accounting and financial reporting issues. He is a graduate of Fordham University, where he received an MBA in public accounting. Mr. Malvisi also served on the Board of Trustees for Catholic Charities of the Archdiocese of New York from 2008 through 2022, including its Audit Committee. | | | Raanan Zilberman was Chief Executive Officer of Caesarstone Ltd., a NASDAQ-listed multinational manufacturer of high quality engineered quartz surfaces with operations in the U.S., Canada, Australia, the U.K., and Israel, from February 2017 to March 2018. Prior to that, from 2008 to 2016, Mr. Zilberman served as Chief Executive Officer of Eden Springs, a Swiss-based leading provider of water and coffee services to European workplaces with production facilities and subsidiaries in 18 European countries that was formed by a series of acquisitions that Mr. Zilberman led. From 2005 to 2007, Mr. Zilberman was Chief Executive Officer of Danone Springs, a joint venture between Danone, a multinational food manufacturer, and Eden Springs, with a European-wide water production and distribution footprint. From 2000 to 2002, Mr. Zilberman served as Chief Executive Officer of Tedea Huntleigh, a company listed on the Tel Aviv Stock Exchange engaged in the production and marketing of electromechanical sensors. Tedea Huntleigh was acquired by Vishay in 2002, and from 2002 to 2004, Mr. Zilberman was President of Vishay's transducers business, which was formed from a series of five acquisitions. From 1997 to 1999, Mr. Zilberman served as Chief Operating Officer of Tadiran Appliances, a manufacturer of air conditioners and refrigerators and a subsidiary of Carrier Global. Mr. Zilberman's previous service as a Chief Executive Officer of publicly traded multinational companies, including his experience in M&A, allows him to bring an important perspective to the Board. Additionally, his past experience with Vishay provides him with valuable insight of our business and operations. |

  15. Class II Directors – Nominees for Terms Expiring 2029

    | 2026 Proxy Statement | Directors | Table of Contents |

  16. Class III Directors – Terms Expiring 2027

    Class III Directors – Terms Expiring 2027

  17. Class III Directors – Terms Expiring 2027

    | | Marc Zandman is Executive Chairman of the Board of Directors, the Chief Business Development Officer, and President of Vishay Israel Ltd. Mr. Zandman has been President of Vishay Israel Ltd. since 1998 and a Director of Vishay since 2001. Mr. Zandman was Vice Chairman of the Board from 2003 to June 2011, Chief Administration Officer from 2007 to June 2011, and Group Vice President of Vishay Measurements Group from 2002 to 2004. Mr. Zandman has served in various other capacities with Vishay since 1984. Mr. Zandman served on the Board of Directors of Vishay Precision Group ("VPG") since the spin-off from Vishay on July 6, 2010, including as the non-executive Chairman of the Board of Directors from 2010 to 2022, until his resignation from the VPG board of directors on May 21, 2025. He is the son of the late Dr. Felix Zandman, founder and Vishay's former Executive Chairman. As Executive Chairman and Chief Business Development Officer, Mr. Zandman has a breadth of knowledge concerning the Company's businesses, as well as close familiarity with the Company's Israel operations where the Company conducts significant research and development and manufacturing activities. | | | Ruta Zandman is a private stockholder and the wife of the late Dr. Felix Zandman, Vishay's founder and former Executive Chairman. Mrs. Zandman has sole or shared voting power over approximately 44.3% of the Company's total voting power, for which it is deemed appropriate that she serve as a member of the Company's Board. Mrs. Zandman was employed by Vishay as a public relations associate from 1993 to May 2011, and usually accompanied Dr. Zandman as a representative of Vishay; she provides the Board with valuable insight into the Company and its history, as well as her understanding of Dr. Zandman's vision and the evolution of our operations. |

  18. Class III Directors – Terms Expiring 2027

    | 2026 Proxy Statement | Directors | Table of Contents |

  19. Class I Directors – Terms Expiring 2028

    Class I Directors – Terms Expiring 2028

  20. Class I Directors – Terms Expiring 2028

    | | Dr. Renee B. Booth has served since 1999 as President of Leadership Solutions, Inc., a boutique human resources consulting firm specializing in leadership assessment, selection, development and motivation. Prior to founding Leadership Solutions, Inc., Dr. Booth was the Eastern Regional Practice Leader for the Human Capital Group of Watson Wyatt Worldwide. Dr. Booth also served as Senior Vice President, Corporate Human Resources of financial services company ADVANTA Corporation, and spent more than a decade in senior positions with Hay Management Consultants. Dr. Booth is a Board of Trustee member at the Franklin Institute in Philadelphia where she serves on the Executive Committee and as Chair of the Education Committee and was past Chair of the Compensation Committee. She previously served as a Board member of Kenexa, a human capital solutions provider, which was acquired by IBM and where she was Chair of the Compensation Committee. Dr. Booth received a B.A. in psychology from the University of Maryland and a M.S. and Ph.D. in industrial/organizational psychology from the Pennsylvania State University. Dr. Booth brings to the Board extensive organizational experience with leadership assessment and development. Additionally, Dr. Booth’s current and prior positions as a director provide important expertise with human capital matters. | | | Dr. Michiko Kurahashi has served since 2020 as an adjunct professor at New York University educating executives, graduate students, and undergraduates in the current trends in marketing, communications, public relations, and digital marketing technology applicable to a wide range of businesses and industries. From 2016 to 2020, Dr. Kurahashi was Chief Marketing Officer at AXIS Capital (NYSE: AXS), a global commercial insurer and reinsurer. In that role, Dr. Kurahashi launched the firm’s new “One AXIS” brand, implemented AI-driven marketing initiatives and streamlined marketing processes. Prior to that, Dr. Kurahashi was Head of Marketing at CIT Bank, an online bank, and held senior marketing and communication positions at global financial institutions including UBS AG and HSBC Private Bank. Throughout her career, Dr. Kurahashi has won numerous industry awards for her work. Dr. Kurahashi received a B.A. in sociology from the University of Michigan – Ann Arbor; a M.A. in social stratification theory and a Ph.D. in quantitative research, labor markets from Cornell University. Dr. Kurahashi’s deep knowledge of corporate brand strategy and digital marketing expertise provides the Board with a key strategic and operational perspective in a continuously changing marketplace. | | | Joel Smejkal was appointed President and Chief Executive Officer and elected to the Vishay Board and to the Executive Committee, effective January 1, 2023. Mr. Smejkal has held various positions of increasing responsibility since joining Vishay in 1990 including Executive Vice President - Corporate Business Development (2020 - 2022), Executive Vice President and Business Head Passive Components (2017 - 2020) and Senior Vice President Global Distribution Sales (2012 - 2016). Mr. Smejkal's experience with Vishay includes worldwide and divisional leadership roles in engineering, marketing, operations and sales. He was a product developer of 18 U.S. Patents for the Power Metal Strip® resistor technology and brings significant business development, marketing and sales experience. |

  21. Class I Directors – Terms Expiring 2028

    | 2026 Proxy Statement | Director Compensation | Table of Contents |

  22. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Pursuant to our Non-Employee Director Compensation Plan, our non-employee directors were compensated as follows in 2025:

  23. DIRECTOR COMPENSATION

    | • | An annualized cash retainer of $70,000, paid in two semi-annual installments; | | • | An additional $12,000 for each member of the Audit Committee, other than the Chair who receives $30,000; | | • | An additional $10,000 for each member of the Compensation Committee, other than the Chair who receives $20,000; | | • | An additional $5,000 for each member of the Nominating and Corporate Governance Committee, other than the Chair who receives $15,000; and | | • | An annual grant of Restricted Stock Units ("RSUs") on the first stock trading day of the year, determined as a total incentive value of $180,000 divided by the closing stock price of the last trading day of the previous fiscal year, cliff vesting in 3 years or ratably upon earlier cessation of service (other than for cause). Vesting of these awards will accelerate in the event of a change-in-control. |

  24. DIRECTOR COMPENSATION

    Mrs. Ruta Zandman received additional cash compensation of $150,000 in 2025 as a director for her role preserving the memory of the late Dr. Felix Zandman and the Company's corporate history. Board members do not receive a per-meeting fee. Our employee directors are not separately compensated for services performed as directors. The Board evaluates director compensation annually. The following table provides information with respect to the compensation paid or provided to the Company's non-employee directors during 2025:

  25. DIRECTOR COMPENSATION

    | NAME | FEES EARNED AND PAID IN CASH | STOCK AWARDS(1)(4) | TOTAL | | Dr. Renee B. Booth | $85,000 | $165,659 | $250,659 | | Michael J. Cody | $87,000 | $165,659 | $252,659 | | Dr. Michiko Kurahashi | $80,000 | $165,659 | $245,659 | | Dr. Abraham Ludomirski | $95,000 | $165,659 | $260,659 | | John Malvisi | $100,000 | $165,659 | $265,659 | | Ziv Shoshani(2) | $35,000 | $165,659 | $200,659 | | Timothy V. Talbert(2) | $40,000 | $165,659 | $205,659 | | Ruta Zandman(3) | $220,000 | $165,659 | $385,659 | | Raanan Zilberman | $87,000 | $165,659 | $252,659 |

  26. DIRECTOR COMPENSATION

    | 2026 Proxy Statement | Director Compensation | Table of Contents |

  27. DIRECTOR COMPENSATION

    | (1) Amounts represent the fair value of the RSUs granted, determined in accordance with FASB ASC Topic 718 in the year of grant. The grant-date fair value is based on the same assumptions described in Note 12 of our consolidated financial statements included in our Form 10-K filed on February 13, 2026, including the consideration of the present value of assumed dividends which are not received by the RSU holder during the vesting period. Accordingly, the value of stock awards in the table above will be different than the stated “incentive value” described above. The grant-date fair value is recognized for accounting purposes over the respective vesting periods. | | (2) Mr. Shoshani resigned from the Board, effective May 20, 2025, and Mr. Talbert did not stand for re-election to the Board effective May 20, 2025. Upon their cessations of service, Messrs. Shoshani and Talbert's outstanding restricted stock units vested proportionally, and the unvested portion of such awards were forfeited. Although we have shown the full grant date fair value of their stock awards in accordance with SEC rules, the grant date fair value of the portion of their 2025 stock awards that vested was $21,187, respectively. | | (3) In addition to her cash retainer of $70,000, Mrs. Zandman received $150,000 in 2025 for her role in preserving the memory of the late Dr. Felix Zandman and the Company's corporate history. | | (4) As of December 31, 2025, the aggregate number of stock awards outstanding for each director was as follows: |

  28. DIRECTOR COMPENSATION

    | NAME | TOTAL STOCK AWARDS OUTSTANDING | | Dr. Renee B. Booth | 26,480 | | Michael J. Cody | 26,480 | | Dr. Michiko Kurahashi | 26,480 | | Dr. Abraham Ludomirski | 26,480 | | John Malvisi | 18,135 | | Ruta Zandman | 26,480 | | Raanan Zilberman | 26,480 |

  29. 2026 DIRECTOR COMPENSATION

    2026 DIRECTOR COMPENSATION The Board evaluates director compensation annually and had maintained the same level of compensation since 2021. Upon the recommendation of the Board’s independent compensation consultant, in 2026, our non-employee directors will be compensated as follows:

  30. 2026 DIRECTOR COMPENSATION

    | • | An annualized cash retainer of $80,000, paid in two semi-annual installments; | | • | An additional $12,000 for each member of the Audit Committee, other than the Chair who receives $30,000; | | • | An additional $10,000 for each member of the Compensation Committee, other than the Chair who receives $20,000; | | • | An additional $7,500 for each member of the Nominating and Corporate Governance Committee, other than the Chair who receives $15,000; and | | • | An annual grant of Restricted Stock Units ("RSUs") on the first trading day of the year, determined as a total incentive value of $200,000 divided by the closing stock price of the last trading day of the previous fiscal year, cliff vesting in 3 years or ratably upon earlier cessation of service (other than for cause). |

  31. 2026 DIRECTOR COMPENSATION

    | 2026 Proxy Statement | Director Stock Ownership Guidelines | Table of Contents |

  32. Can I recommend a nominee for director?

    Can I recommend a nominee for director? Yes. The Nominating and Corporate Governance Committee will consider recommendations for director nominations submitted by stockholders entitled to vote generally in the election of directors. Submissions must be made in accordance with the Committee's procedures, as outlined below and set forth on our website. For each annual meeting of our stockholders, the Committee will accept for consideration only one recommendation from any stockholder or affiliated group of stockholders. The Committee will only consider candidates who satisfy our minimum qualifications for director, as summarized in this proxy statement and as set forth on our website. In considering a stockholder recommendation, the Committee will take into account, among other factors, the size and duration of the recommending stockholder's ownership interest in Vishay and whether the stockholder intends to continue holding that interest through the annual meeting date. Stockholders should be aware, as discussed above, that it is our general policy to re-nominate qualified incumbent directors and that, absent special circumstances, the Committee will not consider other candidates when a qualified incumbent director consents to stand for re-election. A stockholder wishing to recommend to the Nominating and Corporate Governance Committee a candidate for election as director must submit the recommendation in writing, addressed to the Committee, care of our Corporate Secretary, at Vishay Intertechnology, Inc., 63 Lancaster Avenue, Malvern, PA 19355. Submissions must be made by mail, courier, or personal delivery. E-mailed submissions will not be considered. Submissions recommending candidates for election at an annual meeting of stockholders must generally be received no later than 60 calendar days prior to the anniversary of the previous year's annual meeting date. In the event that the date of an annual meeting of stockholders is changed by more than 30 days following the first anniversary date of the annual meeting of stockholders for the prior year, the submission must be provided by the later of 60 calendar days prior to the date of the annual meeting or the 10th calendar day following the day on which public announcement of the date of the annual meeting is first made by the company. Each nominating recommendation must be accompanied by the information called for by our "Procedures for Securityholders' Submission of Nominating Recommendations". This includes specified information concerning the stockholder or group of stockholders making the recommendation and the proposed nominee, any relationships between the recommending stockholder or stockholders and the proposed nominee and the qualifications of the proposed nominee to serve as director. The recommendation must also be accompanied by the consent of the proposed nominee to serve if nominated and elected and the agreement of the nominee to be contacted by the Committee, if the Committee decides in its discretion to do so.

  33. Can I recommend a nominee for director?

    | 2026 Proxy Statement | Governance of the Company | Table of Contents |

  34. How do stockholders and others communicate with the Board?

    How do stockholders and others communicate with the Board? Vishay stockholders may communicate with the Board of Directors, any committee of the Board or any individual director, and any interested party may communicate with the independent directors of the Board as a group, by delivering such communications either in writing addressed or by e-mail to:

  35. How do stockholders and others communicate with the Board?

    | | By Mail | | By e-mail | | | Corporate Secretary Vishay Intertechnology, Inc. 63 Lancaster Avenue Malvern, PA 19355 | | boardofdirectors@Vishay.com Communications should not exceed 1,000 words |

  36. How do stockholders and others communicate with the Board?

    All communications must be accompanied by the following information: (i) if the person submitting the communication is a securityholder, a statement of the type and amount of the securities of Vishay that the person holds; (ii) if the person submitting the communication is not a securityholder and is submitting the communication to the independent directors as an interested party, the nature of the person's interest in Vishay; (iii) any special interest, meaning an interest not in the capacity as a securityholder of Vishay, of the person in the subject matter of the communication; and (iv) the address, telephone number and e-mail address, if any, of the person submitting the communication. Communications addressed to directors may, at the direction of the directors, be shared with Vishay's management.

  37. How do stockholders and others communicate with the Board?

    | 2026 Proxy Statement | Proposal One | Table of Contents |

  38. PROPOSAL ONE

    PROPOSAL ONE

  39. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our stockholders will be asked to consider four nominees for election to our Board to serve as Class II directors for a term expiring at the 2029 Annual Meeting of Stockholders, and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. The nominees are:

  40. ELECTION OF DIRECTORS

    | Class II nominees: | | | | Michael J. Cody | | | Dr. Abraham Ludomirski | | | John Malvisi | | | Raanan Zilberman |

  41. ELECTION OF DIRECTORS

    Each nominees' current positions and offices, tenure as a Vishay director, their respective committee memberships, and their qualifications are set forth under "Directors" beginning on page 4. All of the nominees are current Vishay directors. The Nominating and Corporate Governance Committee reviewed the qualifications of each of the nominees and recommended to our Board that each nominee be submitted to a vote of our stockholders at the 2026 Annual Meeting. The Board approved the Committee's recommendation at its meeting on February 25, 2026. Each of the nominees has agreed to be named and to serve if elected. We have no reason to believe that any of the nominees will be unable or unwilling to serve if elected. Under the Company's Corporate Governance Principles, directors may not stand for election or re-election after the age of 75, unless the Board makes an affirmative determination that, because of the importance and value of the continued service of a director, the retirement policy should be waived. Prior to his nomination for re-election in 2026, the Board made such a determination with respect to Mr. Cody. In no event may a director stand for re-election after the age of 85. This policy does not apply to any person who controls more than 20% of the voting power of the Company. If any nominee for director becomes unavailable for election, the proxies will be voted for such substitute nominee(s) as the Board of Directors may propose. If you voted for the unavailable nominee, your vote will be cast for his or her replacement.

  42. ELECTION OF DIRECTORS

    | The Board of Directors recommends that you vote "FOR ALL" the nominees for election as Class II directors. |

  43. ELECTION OF DIRECTORS

    | 2026 Proxy Statement | Audit Committee Matters | Table of Contents |

  44. Performance Philosophy

    | • | Minimum base salary levels are fixed in amount; | | • | While annual cash bonuses focus on the achievement of short-term or annual goals, and short-term goals may encourage risk-taking, annual cash bonuses for Named Executive Officers are capped in order to balance the risk; and | | • | A significant portion of our RSUs carry performance conditions which are tied to relative Total Stockholder Return ("rTSR") metrics over a three-year period. rTSR is based on Vishay’s total stockholder return relative to returns on the S&P SmallCap 600 Index. |

  45. Performance Philosophy

    | • | a meaningful portion of compensation is deferred until retirement or termination of employment under our non-qualified deferred compensation plan; and | | • | phantom stock units are only settled upon retirement or termination of employment, thus providing an incentive for the creation of long-term stockholder value. |

  46. Named Executive Officer Employment Agreements

    Named Executive Officer Employment Agreements Each Named Executive Officer is party to an employment agreement with us. The Company updated existing or entered into new employment agreements for all individuals serving as Named Executive Officers effective January 1, 2023, other than Mr. Zandman and Mr. McConnell (the “2023 Executive Employment Agreements"). On February 27, 2024, the Compensation Committee approved the execution of the employment agreement with Mr. McConnell. The Compensation Committee also approved certain amendments to conform the employment agreements of Messrs. Smejkal, Webster, and Shoshani to the agreement of Mr. McConnell (the "2024 Executive Employment Agreements"). The following highlights updated features of the 2024 Executive Employment Agreements, for all Named Executive Officers other than Mr. Zandman, that may be of particular interest to our stockholders:

  47. Named Executive Officer Employment Agreements

    | FEATURE | APPROACH | | | Treatment of equity awards upon a change in control | • | No automatic single trigger vesting of new awards | | | • | If these awards are assumed or continued upon a change in control, double trigger vesting upon a termination without cause or good reason | | | • | If these awards are not assumed or continued, vest in connection with change in control | | Sizing of annual equity awards | • | No guaranteed minimum award value - size of annual award to be determined in the Compensation Committee's discretion | | Severance upon change in control resignation | • | Severance benefits paid upon resignation in connection with change in control only if "good reason" exists |

  48. Named Executive Officer Employment Agreements

    The 2024 Executive Employment Agreements provide a target bonus opportunity as a percentage of base salary for Named Executive Officers. The Compensation Committee structures executive bonus and equity programs on a year by year basis, including determining the allocation between time and performance-based equity awards. The 2024 Executive Employment Agreements contain other features, including severance benefits upon involuntary termination and customary non-compete and non-solicitation covenants Effective January 1, 2026, Mr. Zandman's employment agreement was amended to align with the cash bonus, sizing of annual equity awards, and treatment of equity awards upon a change in control provisions of the 2024 Executive Employment Agreements as described above.

  49. Named Executive Officer Employment Agreements

    | 2026 Proxy Statement | Executive Compensation | Table of Contents |

  50. Role of the Compensation Consultants

    Role of the Compensation Consultants The Compensation Committee reviews the total compensation level of our executive officers each year, considering individual performance, prior years' compensation level, recent operating results, operating results of competitors, projections for the future, other components of the executive pay packages, perceived trends in executive compensation levels and design among the peer group of Vishay and the broader market, and input on executive performance from the Chief Executive Officer and Executive Chairman. The determination is subjective and the Compensation Committee does not assign any quantitative weight to these factors. The Compensation Committee engaged FW Cook to advise on executive compensation matters beginning in 2022. The Compensation Committee assesses the independence of FW Cook annually based on NYSE Listing Standards and SEC rules, and in 2025 again concluded their work does not raise any conflict of interest. Our compensation consultants developed, and the Compensation Committee approved, a custom peer group of public companies that were substantially similar to Vishay in terms of industry, revenues, and scope of international operations. The peer group for 2025, excluding the executive chairman, consisted of the following companies:

  51. Role of the Compensation Consultants

    | • | Advanced Energy Industries, Inc. | • | Itron, Inc. | | • | Amkor Technology, Inc. | • | Juniper Networks, Inc. | | • | Belden Inc. | • | Littelfuse, Inc. | | • | Coherent Corp. | • | MKS Instruments, Inc. | | • | CommScope Holding Company, Inc. | • | Sensata Technologies Holding plc | | • | Diodes Incorporated | • | Silicon Laboratories Inc. | | • | Fabrinet | • | TTM Technologies, Inc. | | • | First Solar, Inc. | • | Ultra Clean Holdings, Inc. | | • | Hubbell Incorporated | • | Viasat, Inc. | | • | IPG Photonics Corporation | | |

  52. Role of the Compensation Consultants

    Based on data derived from peer group companies’ filings, FW Cook presented studies to the Compensation Committee that assessed the competitiveness of our executive compensation practices, structures, pay mix and pay levels. The Compensation Committee considered these studies among several factors, along with individual performance, contractual entitlements, and past pay practices, in setting the compensation packages for our executive officers.

  53. Role of the Compensation Consultants

    | 2026 Proxy Statement | Executive Compensation | Table of Contents |

  54. Performance Measures and Metrics

    Performance Measures and Metrics For 2025, the cash-based incentive compensation arrangement for the Company's Named Executive Officers, other than Mr. Zandman, was based in part on adjusted earnings before interest, taxes, depreciation, and amortization ("EBITDA") margin and adjusted gross profit margin. s The Company has historically gauged its overall performance in accordance with what it terms "adjusted net earnings" and Mr. Zandman's cash-based incentive compensation arrangement in 2025 was based on this metric. s The Compensation Committee applies judgment to adjust certain financial metrics for compensation-determination purposes. Many of these adjustments are reflected in non-GAAP performance measures disclosed by the Company and further explained in its Form 10-K, Form 10-Q, and Form 8-K (earnings press release) filings. Other adjustments may relate to significant M&A activities or the impact of geopolitical factors outside of management’s control, such as tariffs, foreign currency exchange rate impacts, and precious metals pricing. s Adjusted gross profit margin in 2025 excluded the impacts in excess of budget for tariffs, foreign currency exchange rate changes, and metals price increases. Adjusted gross profit margin in 2025 also was adjusted to consider the margin impact of the favorable resolution of a contingency, which would have benefited gross profit if the revenue transactions underlying the dispute had occurred versus the settlement mechanism implemented. The Compensation Committee concluded that these impacts were outside of management's control and therefore deemed the adjustments necessary to fairly measure the operating performance of the Company. s Adjusted EBITDA margin for the year ended December 31, 2025 was as follows (in thousands):

  55. Performance Measures and Metrics

    | | YEAR ENDED DECEMBER 31, 2025 | | GAAP net earnings (loss) attributable to Vishay stockholders | $(8,978) | | Net earnings attributable to noncontrolling interests | - | | Net earnings (loss) | $(8,978) | | Interest expense | $38,651 | | Interest income | (13,363) | | Income taxes | 34,491 | | Depreciation and amortization | 224,738 | | EBITDA | $275,539 | | Reconciling items | | | Favorable resolution of contingency | $(11,293) | | Adjusted EBITDA | $264,246 | | Adjusted EBITDA margin** | 8.6% | | ** Adjusted EBITDA as a percentage of GAAP net revenues | |

  56. Performance Measures and Metrics

    Adjusted gross profit margin used for compensation-determination purposes in 2025 was as follows (in thousands):

  57. Performance Measures and Metrics

    | | YEAR ENDED DECEMBER 31, 2025 | | GAAP net revenues | $3,069,048 | | Deduct: | | | Tariff revenue in excess of budget | 12,536 | | Foreign currency effects in excess of budget | 31,900 | | Adjusted net revenues | $3,024,612 | | GAAP Gross profit | $594,883 | | Net tariff cost in excess of budget | 6,111 | | Foreign currency effects in excess of budget | 9,400 | | Metals costs in excess of budget | 14,800 | | Favorable resolution of contingency | 11,293 | | Adjusted gross profit | $636,487 | | Adjusted gross profit margin** | 21.0% | | ** Adjusted gross profit as a percentage of adjusted net revenues | |

  58. Performance Measures and Metrics

    | 2026 Proxy Statement | Executive Compensation | Table of Contents |

  59. Performance Measures and Metrics

    Adjusted net earnings for the year ended December 31, 2025 was as follows (in thousands, except per share amounts):

  60. Performance Measures and Metrics

    | | YEAR ENDED DECEMBER 31, 2025 | | GAAP net earnings (loss) attributable to Vishay stockholders | $(8,978) | | Reconciling items affecting operating income: | | | Favorable resolution of contingency | $(11,293) | | Reconciling items affecting tax expense: | | | Changes in tax laws and regulations | $13,657 | | Adjusted net earnings | $(6,614) | | Adjusted weighted average diluted shares outstanding | 135,737 | | Adjusted earnings per diluted share | $(0.05) |

  61. Performance Measures and Metrics

    | 2026 Proxy Statement | Executive Compensation | Table of Contents |

  62. Base Salary

    Base Salary The minimum base salary levels for the Named Executive Officers are fixed in their respective employment agreements. The Compensation Committee determined the minimum base salaries, based upon the executives' salary level, present responsibilities, expectations with respect to future responsibilities and a comparison to peer group executive salaries. The Compensation Committee selected the group of peer group companies on the advice of its compensation consultant. The base salaries of the Named Executive Officers are denominated in the individual's local currency. A portion of the change in the salaries for the Named Executive Officers expressed in terms of U.S. dollars may therefore reflect the fluctuations of the dollar against the currencies of the home jurisdiction of these executives. The approved base salaries for 2025 are set forth below:

  63. Base Salary

    | (1) Paid in Israeli shekels. The amount shown has been converted into U.S. dollars at the weighted average exchange rate for 2025. Mr. Zandman's base salary increased 4% from 2024. | | (2) Mr. Smejkal's base salary increased 10% from 2024 as a result of market benchmarking of Named Executive Officer base salaries performed against peer companies. | | (3) Mr. McConnell's base salary increased 15% from 2024 as a result of market benchmarking of Named Executive Officer base salaries performed against peer companies. | | (4) Mr. Shoshani's base salary increased 25% from 2024 to reflect Mr. Shoshani's promotion to Chief Operating Officer - Semiconductors effective January 13, 2025. |

  64. Annual Incentive Compensation

    Annual Incentive Compensation Mr. Zandman: Mr. Zandman was eligible to earn an annual cash bonus equal to 1.0% of adjusted net earnings, capped at three times his base salary for 2025. Under this arrangement, no annual incentive compensation was earned by Mr. Zandman in 2025. However, the Compensation Committee awarded Mr. Zandman a special cash bonus of $500,000 for his extraordinary efforts supporting the Company's transformation process during 2025. Other Named Executive Officers: In 2025, the other Named Executive Officers were eligible to earn an annual cash bonus with a target and maximum amounts as shown in the table below. As noted above, the financial performance measures relevant for 2025 were adjusted EBITDA margin (weighted 30%) and adjusted gross profit margin (weighted 20%). Payouts for achievement of the adjusted EBITDA margin and adjusted gross profit margin were determined based on the following scale:

  65. Annual Incentive Compensation

    | • | <90% of target | = | 0% of target amount | | • | 90% of target | = | 50% of target amount | | • | 100% of target | = | 100% of target amount | | • | 110% of target | = | 150% of target amount | | • | =/>120% of target | = | 200% of target amount |

  66. Annual Incentive Compensation

    In addition, each Named Executive Officer, other than Mr. Zandman, was eligible to earn a portion of his 2025 annual incentive based on his contribution to the Company's achievement of its transformational objectives (weighted 25%) and his success in achieving specified individual performance goals (weighted 25%). The performance of each named executive officer is reviewed by the Chief Executive Officer, the Executive Chairman, and the Compensation Committee following the end of the year, and each executive is assigned a performance score for these categories. The bonuses earned in 2025 were as follows:

  67. Annual Incentive Compensation

    | | | | | | | | Roy Shoshani(6) | | | | | | | | Joel Smejkal(4) President and CEO | | | David McConnell(5) EVP - Chief Financial Officer | | | EVP - Chief Operating Officer - Semiconductors and Chief Technical Officer | | | Peter Henrici(7) EVP - Corporate Development | | | | | ACHIEVED | TARGET | MAXIMUM | ACHIEVED | TARGET | MAXIMUM | ACHIEVED | TARGET | MAXIMUM | ACHIEVED | TARGET | MAXIMUM | | Adjusted EBITDA Margin(1) | 0.0% | 39.0% | 78.0% | 0.0% | 24.0% | 48.0% | 0.0% | 30.0% | 60.0% | 0.0% | 22.5% | 45.0% | | Adjusted Gross Profit Margin(2) | 22.1% | 26.0% | 52.0% | 13.6% | 16.0% | 32.0% | 17.0% | 20.0% | 40.0% | 12.7% | 15.0% | 30.0% | | Transformation Scorecard(3) | 40.6% | 32.5% | 65.0% | 35.0% | 20.0% | 40.0% | 50.0% | 25.0% | 50.0% | 7.5% | 18.8% | 37.5% | | Individual Scorecard | 37.4% | 32.5% | 65.0% | 29.0% | 20.0% | 40.0% | 50.0% | 25.0% | 50.0% | 17.6% | 18.8% | 37.5% | | Total Percentage of Base Salary | 100.1% | 130.0% | 260.0% | 77.6% | 80.0% | 160.0% | 117.0% | 100.0% | 200.0% | 37.9% | 75.0% | 150.0% |

  68. Annual Incentive Compensation

    | (1) The 2025 adjusted EBITDA margin was 8.6% versus an adjusted EBITDA margin target of 11.3%, resulting in a payout of 0%. | | (2) The 2025 adjusted gross margin was 21.0% versus an adjusted gross margin target of 21.7%, resulting in a payout of 84.9%. | | (3) The following areas were considered in assessing each executive's contribution to the Company's achievement of its transformation objectives: reorganizing the various semiconductor division operations, improving financial efficiency, establishing a business intelligence team, and harmonizing KPIs. | | (4) The following areas were considered in assessing Mr. Smejkal's individual performance: leading the sales process of Vishay 3.0, supporting investor relations, leading strategic meetings with customers and distributors to position the Company for growth, leading the Company's capital allocation strategy efforts, leading passive components operations and initiatives, and leading the Company's tax strategy efforts. The achievement of these goals was evaluated in the aggregate. | | (5) The following areas were considered in assessing Mr. McConnell's individual performance: continuing to reorganize the finance function, supporting investor relations, leading the Company's tax and capital allocation strategy efforts, and enhancing the Company’s FP&A and budgeting process. The achievement of these goals was evaluated in the aggregate. | | (6) The following areas were considered in assessing Mr. Shoshani's individual performance: transforming semiconductor operations and personnel, qualification and release of new products, ramp-up of production, and negotiating for public funding of new facilities. The achievement of these goals was evaluated in the aggregate. | | (7) The following areas were considered in assessing Mr. Henrici's individual performance: reorganize and revitalize marketing communications function, enhancing market intelligence capabilities and distribution, supporting key sales conferences, and leading the investor relations function. The achievement of these goals was evaluated in the aggregate. |

  69. Annual Incentive Compensation

    | 2026 Proxy Statement | Executive Compensation | Table of Contents |

  70. Equity-Based Compensation

    Equity-Based Compensation The Compensation Committee believes that the grant of equity awards is the primary tool for aligning interests of the executive officers with the long-term interests of the Company's stockholders. Accordingly, the Compensation Committee includes a long-term incentive ("LTI") component in the form of equity-based compensation in each of the executives' employment agreements. In establishing the amount of equity awards, the Compensation Committee utilized the market-competitive range of equity awards granted to similarly situated executive officers of the peer group companies. The Compensation Committee concluded that a grant of equity awards within such market-competitive range was appropriate to reward and incentivize our Named Executive Officers. In 2025, the Compensation Committee awarded the following RSUs (including PBRSUs) to our Named Executive Officers:

  71. Equity-Based Compensation

    | NAME | TIME-VESTED RSUs(1) | PBRSUs(2) | TOTAL | | Marc Zandman | 43,511 | 43,511 | 87,022 | | Joel Smejkal | 208,333 | 208,333 | 416,666 | | David McConnell | 33,333 | 33,333 | 66,666 | | Roy Shoshani | 55,556 | 55,556 | 111,112 | | Peter Henrici | 17,361 | 17,361 | 34,722 |

  72. Equity-Based Compensation

    | (1) The time-vested awards will generally vest in three equal installments in 2026, 2027, and 2028, subject to accelerated vesting upon certain termination events as further described above. | | (2) The market-condition PBRSUs will be earned based on rTSR. rTSR is based on Vishay’s total stockholder return relative to returns on the S&P SmallCap 600 Index. The 2025 PBRSUs will be measured over a three-year period ending December 31, 2027. The PBRSUs listed in the table represent the number of units earned at target. The maximum number of units that can be earned is 200% of target, if the rTSR exceeds 140%. Please see footnote 3 to the Grant of Plan-Based Awards table on page 46 for the full performance scale applicable to these PBRSUs. Such awards are subject to accelerated vesting upon certain termination events as described below. |

  73. Employee Benefits

    Employee Benefits The Named Executive Officers, together with their respective spouses and dependent children up to age 26, are generally entitled to participate in any and all medical insurance and group health insurance plans which are generally made available to other employees of the respective subsidiary of Vishay which employs them, subject to the eligibility requirements and other provisions of such plans and programs. The Named Executive Officers are also entitled to participate in the disability insurance, life insurance and retirement plans that are generally made available to other employees of their respective subsidiaries that employ them. The employment agreement with Mr. Zandman also includes supplemental post-employment medical benefits, specific life insurance benefits, and supplemental disability benefits. The specific life insurance benefit for Mr. Zandman provides his respective beneficiaries a death benefit equal to three times base salary while employed, and one time final base salary following retirement. While his respective employment agreement historically contemplated that this benefit would be provided through third-party insurance providers, the Company has decided to self-insure this obligation. The supplemental disability benefits for Mr. Zandman provides him with a disability benefit equal to 60% of his respective base salary and average annual bonus at the time of disability. This amount is reduced by any disability benefits payable under a group plan or state-sponsored social insurances in Israel. While his respective employment agreement historically contemplated that this benefit would be provided through third-party insurance providers, the Company has decided to self-insure this obligation. Mr. Zandman's employment agreement provides Company-sponsored medical coverage (before and after his retirement) which includes his dependents (regardless of age), as well as their spouses and children, up to an annual insurance premium cap of $50,000. If the health insurance premiums in respect of Mr. Zandman, his spouse, and his dependent children under age 26 (the formerly covered group) increase in future years, the annual health insurance premium cap will be increased accordingly, but there will be no increase in the cap if the premiums in respect of his children age 26 and over and their spouses and children increase. In addition, the Company will reimburse Mr. Zandman for out-of-pocket expenses and co-payments incurred by the covered group.

  74. Severance

    Severance The Compensation Committee believes that severance payments in the event of an involuntary termination of employment are part of a standard compensation package for senior executives. The terms of these severance provisions are discussed in "Potential Payments Upon Termination or a Change in Control."

  75. Severance

    | 2026 Proxy Statement | Executive Compensation | Table of Contents |

  76. Israeli benefits

    | • | advanced training fund, 7.5% of base salary; | | • | severance fund, 8.33% of base salary; | | • | disability insurance, 2.5% of base salary; and | | • | pension fund, 5% of base salary. |

  77. Timing of equity-based grants

    Timing of equity-based grants Vishay grants RSUs (including PBRSUs) on a predetermined schedule. As part of its annual performance and compensation review process, the Compensation Committee grants RSUs (including PBRSUs) to executive officers at its first regularly-scheduled meeting following the filing of Vishay's Annual Report on Form 10-K. The Equity Award Committee grants RSUs (including PBRSUs) to non-executive employees annually, or quarterly for non-executive employees newly-hired or promoted during the previous quarter. RSUs are granted to directors of our Board on the first trading day of each fiscal year. While stock options and stock appreciation rights ("SARs") are permitted forms of awards under the 2023 Plan, Vishay generally does not (and did not, during 2025) grant stock options or SARs. The Compensation Committee and Equity Award Committee do not grant equity awards in anticipation of the release of material nonpublic information and Vishay does not time the release of material, nonpublic information based on equity award grant dates.

  78. Summary Compensation Table

    Summary Compensation Table The following table summarizes information regarding compensation earned, held by, or paid to our principal executive officer ("PEO"), principal financial officer ("PFO"), our three most highly compensated executive officers in service on December 31, 2025 other than the PEO and PFO, as well as one additional former executive officer who would have been among the three most highly compensated executive officers other than the PEO and PFO, but for the fact that he or she was not in service on December 31, 2025. The information included in the table should be read in conjunction with the footnotes which follow, the descriptions of the employment arrangements with each Named Executive Officer described in "Compensation Discussion and Analysis," and the additional tables on the pages which follow.

  79. Summary Compensation Table

    | | | SALARY | BONUS | STOCK AWARDS | NON-EQUITY INCENTIVE PLAN COMP. | CHANGE IN PENSION VALUE AND NON-QUALIFIED DEFERRED COMP. EARNINGS | ALL OTHER COMP. | | | | | (1) | (2) | (3)(4) | (5) | (6)(7)(8) | (9) | TOTAL | | NAME AND PRINCIPAL POSITION | YEAR | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (g) | (h) | (i) | (j) | | Marc Zandman | 2025 | $1,319,383 | $500,000 | $1,805,615 | $- | $845,517 | $444,341 | $4,914,856 | | Executive Chairman of the Board, | 2024 | 1,184,803 | - | 1,197,986 | 656,520 | 47,402 | 421,822 | 3,508,533 | | Chief Business Development Officer, | 2023 | 1,156,007 | - | 1,845,859 | 3,421,960 | - | 480,537 | 6,904,363 | | and President - Vishay Israel Ltd. | | | | | | | | | | Joel Smejkal | 2025 | 1,029,600 | - | 8,245,820 | 1,030,296 | - | 29,343 | 10,335,059 | | President and Chief Executive Officer | 2024 | 936,000 | - | 3,267,964 | 1,216,800 | - | 30,416 | 5,451,180 | | | 2023 | 900,000 | - | 2,518,241 | 1,321,198 | - | 33,611 | 4,773,050 | | David McConnell | 2025 | 458,850 | - | 1,319,320 | 355,976 | - | 32,007 | 2,166,153 | | Executive Vice President and | 2024 | 399,000 | - | 637,640 | 309,624 | - | 28,862 | 1,375,126 | | Chief Financial Officer | | | | | | | | | | Roy Shoshani(10) | 2025 | 690,800 | - | 2,198,906 | 808,064 | - | 43,963 | 3,741,733 | | Executive Vice President, | 2024 | 552,000 | - | 956,478 | 552,000 | - | 42,150 | 2,102,628 | | Chief Operating Officer - Semiconductors and | 2023 | 465,000 | - | 854,006 | 682,619 | - | 123,900 | 2,125,525 | | Chief Technical Officer | | | | | | | | | | Peter Henrici(11) | 2025 | 448,240 | - | 687,148 | 169,687 | - | 60,700 | 1,365,077 | | Executive Vice President - Corporate Development | | | | | | | | | | Jeff Webster(12) | 2025 | 19,432 | - | - | - | 11,152 | 1,533,196 | 1,563,780 | | Former Executive Vice President and | 2024 | 509,532 | - | 1,033,003 | 143,943 | - | 122,246 | 1,808,724 | | Chief Operating Officer | 2023 | 502,022 | - | 1,418,821 | 651,623 | 11,461 | 115,729 | 2,699,656 |

  80. Summary Compensation Table

    | 2026 Proxy Statement | Compensation Tables | Table of Contents |

  81. Summary Compensation Table

    | (1) Column (c) reflects base salary earned. The employment agreements for Messrs. Zandman and Webster specified that their salaries be denominated and paid in Israeli Shekels. The amounts presented have been converted into U.S. dollars at the weighted average exchange rate for the year. | | (2) Column (d) reflects bonuses earned by our Named Executive Officers. | | (3) Column (e) represents the grant-date fair value of RSUs and PBRSUs granted in the respective years determined in accordance with FASB ASC Topic 718 in the year of grant. The grant-date fair value is based on the same assumptions described in Note 12 of our consolidated financial statements included in our Form 10-K filed on February 13, 2026, including the consideration of the present value of assumed dividends which are not received by the RSU holder during the vesting period. The common stock underlying the RSU and PBRSU awards is not received until the awards are vested (in some cases, subject to satisfaction of performance conditions) and accordingly, there can be no assurance that the grant-date fair value of these awards will ever be realized. | | (4) Column (e) also includes the grant-date fair value of 5,000 phantom stock units awarded annually to Mr. Zandman pursuant to the terms of his employment agreement. The common stock underlying these awards is not received until termination of employment, and accordingly, there can be no assurance that the grant-date fair value of these awards will ever be realized. | | (5) Column (g) reflects non-equity incentive compensation earned by our Named Executive Officers. | | (6) Column (h) reflects the change in the actuarial present value of the Named Executive Officer's pension and other post-employment benefits under respective defined benefit retirement plans, from the plan measurement date used in preparing the prior year consolidated financial statements to the plan measurement date used in preparing the current year consolidated financial statements, determined using the same interest rate, mortality, and other actuarial assumptions used in our consolidated financial statements as set forth in Note 11 thereof. The change in pension value for Mr. Zandman from 2024 to 2025 was mainly driven by foreign exchange impacts and changes in discount rates. No amounts are presented for 2025 for Mr. Henrici because changes in actuarial assumptions resulted in a decrease in the net present value of such benefits. | | (7) The Company includes in these pension and post-employment benefits certain termination benefits for Mr. Zandman, which are payable at normal retirement if such executives are employed by the Company at age 62. See "Pension and Retirement Benefits" beginning on page 49. | | (8) Some of our named executive officers participate in our non-qualified deferred compensation plan under which amounts deferred are credited with earnings based on the performance of notional investment options available under the plan. However, no portion of the earnings credited were "above market" or "preferential." Consequently, no deferred compensation plan earnings are included in the amounts reported in column (h). See the "Non-qualified Deferred Compensation" table for more information on the benefits payable under the non-qualified deferred compensation plan. | | (9) All Other Compensation includes company contributions into Vishay's non-qualified deferred compensation plan, personal use of company car, benefits generally available to employees in Israel, medical benefits in excess of normal group or government health insurance in country of residence, additional units of phantom stock granted as a result of dividends declared by the Company, and other perquisites, as described below (asterisk denotes amounts paid in foreign currency and translated at average exchange rates for the year): |

  82. Summary Compensation Table

    | 2026 Proxy Statement | Compensation Tables | Table of Contents |

  83. Summary Compensation Table

    | | 2025 | 2024 | 2023 | | | Marc Zandman | $100,000 | $100,000 | $100,000 | Company contribution to non-qualified deferred compensation plan | | | 71,697 | 71,697 | 71,770 | Personal use of Company car* | | | 205,009 | 186,543 | 177,538 | Statutory Israeli employment benefits* | | | 14,108 | 13,215 | 83,693 | Medical and prescription drug costs | | | 53,527 | 50,367 | 47,536 | Phantom stock - dividend equivalents | | | $444,341 | $421,822 | $480,537 | Total | | Joel Smejkal | $4,361 | $5,684 | $9,690 | Personal use of Company car* | | | 17,500 | 17,250 | 16,500 | Company match to 401(k) plan | | | 7,482 | 7,482 | 7,421 | Group Term Life imputed income | | | $29,343 | $30,416 | $33,611 | Total | | David McConnell | $1,000 | $- | | Company contribution to non-qualified deferred compensation plan | | | 9,147 | 8,292 | | Personal use of Company car* | | | 17,500 | 17,250 | | Company match to 401(k) plan | | | 4,360 | 3,320 | | Group Term Life imputed income | | | $32,007 | $28,862 | | Total | | Roy Shoshani | $1,291 | $- | $- | Company contribution to non-qualified deferred compensation plan | | | 21,472 | 21,991 | 19,066 | Personal use of Company car | | | 17,500 | 17,250 | 16,500 | Company match to 401(k) plan | | | - | - | 26,445 | Siliconix profit sharing | | | 3,700 | 2,909 | 2,249 | Group Term Life imputed income | | | - | - | 59,640 | Housing allowance | | | $43,963 | $42,150 | $123,900 | Total | | Peter Henrici | $4,870 | | | Company contribution to non-qualified deferred compensation plan | | | 19,659 | | | Personal use of Company car | | | 15,400 | | | Company match to 401(k) plan | | | 20,771 | | | Group Term Life imputed income | | | $60,700 | | | Total | | Jeff Webster | $875 | $24,573 | $22,216 | Personal use of Company car* | | | 3,725 | 97,673 | 93,513 | Statutory Israeli employment benefits* | | | 1,528,596 | - | - | Severance | | | $1,533,196 | $122,246 | $115,729 | Total |

  84. Summary Compensation Table

    | (10) Mr. Shoshani was appointed Executive Vice President - Chief Operating Officer - Semiconductors and Chief Technical Officer effective January 13, 2025, and previously served as Executive Vice President and Chief Technical Officer. | | (11) Mr. Henrici was designated as a Named Executive Officer for the first time in 2025. In accordance with the SEC’s executive compensation disclosure rules under Item 402 of Regulation S‑K, the Company is required to present compensation information in the Summary Compensation Table only for fiscal years in which an individual served as a Named Executive Officer. Because Mr. Henrici did not serve as a Named Executive Officer in 2024 or 2023, compensation for those fiscal years is not included in the table. | | (12) Mr. Webster's employment with the Company ceased effective January 13, 2025. |

  85. Summary Compensation Table

    | 2026 Proxy Statement | Compensation Tables | Table of Contents |

  86. 2025 Grants of Plan Based Awards

    2025 Grants of Plan Based Awards The following table provides information with regard to plan-based awards granted to each Named Executive Officer during 2025. The information included in the table should be read in conjunction with the footnotes which follow and the description of the 2025 incentive awards described in "Compensation Discussion and Analysis."

  87. 2025 Grants of Plan Based Awards

    | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SHARES OF STOCK OR UNITS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS | GRANT DATE FAIR VALUE OF STOCK AWARDS | | | | (1)(2) | | | (3) | | | (4) | (4)(5) | | | GRANT | THRESHOLD | TARGET | MAXIMUM | THRESHOLD | TARGET | MAXIMUM | | | | NAME | DATE | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | Marc | 1/1/2025 | - | 730,000 | 3,958,149 | - | - | - | 5,000 | 83,450 | | Zandman | 2/26/2025(6) | - | - | - | - | - | - | 43,511 | 749,259 | | | 2/26/2025(6) | - | - | - | 21,756 | 43,511 | 87,022 | - | 972,906 | | Joel | 1/1/2025 | 334,620 | 1,338,480 | 2,676,960 | - | - | - | - | - | | Smejkal | 2/26/2025 | - | - | - | - | - | - | 208,333 | 3,587,494 | | | 2/26/2025 | - | - | - | 104,167 | 208,333 | 416,666 | - | 4,658,326 | | David | 1/1/2025 | 91,770 | 367,080 | 734,160 | - | - | - | - | - | | McConnell | 2/26/2025 | - | - | - | - | - | - | 33,333 | 573,994 | | | 2/26/2025 | - | - | - | 16,667 | 33,333 | 66,666 | - | 745,326 | | Roy | 1/1/2025 | 172,700 | 690,800 | 1,381,600 | - | - | - | - | - | | Shoshani | 2/26/2025 | - | - | - | - | - | - | 55,556 | 956,674 | | | 2/26/2025 | - | - | - | 27,778 | 55,556 | 111,112 | - | 1,242,232 | | Peter | 1/1/2025 | 84,045 | 336,180 | 672,360 | - | - | - | - | - | | Henrici | 2/26/2025 | - | - | - | - | - | - | 17,361 | 298,956 | | | 2/26/2025 | - | - | - | 8,681 | 17,361 | 34,722 | - | 388,192 |

  88. 2025 Grants of Plan Based Awards

    | 2026 Proxy Statement | Compensation Tables | Table of Contents |

  89. 2025 Grants of Plan Based Awards

    | (1) Amounts in these columns represent the threshold, target and maximum bonus levels for each Named Executive Officer. There is no threshold for Mr. Zandman applicable to estimated future payouts of the Company's non-equity incentive plan awards, as he was entitled to 1% of adjusted net earnings, up to a maximum of 3x his base salary. | | | (2) The threshold non-equity incentive plan awards column for each Named Executive Officer consists of multiple elements as described in Annual Incentive Compensation on page 36. The threshold for both adjusted EBITDA margin and adjusted gross profit margin is 50% of the respective target percentage. There is no defined threshold applicable to the Transformation and Individual Scorecards. | | | (3) Included in these columns are market-condition PBRSUs granted pursuant to the respective employment agreements of the Named Executive Officers. The market-condition PBRSUs will be earned based on relative Total Stockholder Return ("rTSR"), Vishay's total stockholder return relative to returns on the S&P SmallCap 600 Index. The 2025 PBRSUs are measured over a 3-year period ending December 31, 2027. The maximum number of units that can be earned is 200% of target if the rTSR exceeds 140%. Such awards are subject to accelerated vesting upon certain termination events as described above. The payout scale is as follows: | | | 20% or more below the S&P SmallCap 600 Index | 0% | | Between 0% and 20% below the S&P SmallCap 600 Index | 50.00% to 99.99% | | Equal to the S&P SmallCap 600 Index | 100% | | Between 0% and 40% above the S&P SmallCap 600 Index | 100.01% to 199.99% | | 40% or more above the S&P SmallCap 600 Index | 200% | | (4) Included in this column are awards of phantom stock granted to Mr. Zandman and awards of RSUs granted to Named Executive Officers. | | | (5) Amounts in this column include: | |

  90. 2025 Grants of Plan Based Awards

    | • | the grant-date fair value of the time-vested RSUs. The amount is calculated using the closing price of Vishay stock on the date of grant of $17.97 adjusted for the present value of expected dividends. The common stock underlying these awards is not received unless and until the awards are vested and, accordingly, there can be no assurance that the grant-date fair value (or any value) will ever be realized in respect of these awards. | | • | the grant-date fair value of the market-condition PBRSUs. The amount is calculated using a Monte Carlo valuation model and using the average closing price of Vishay stock for twenty days prior to year end. The grant-date fair value of the market-condition PBRSUs was determined to be $22.36. The common stock underlying these awards is not received unless and until the awards are earned and vested and, accordingly, there can be no assurance that the grant date fair value (or any value) will ever be realized in respect of these awards. | | • | the grant-date fair value of 5,000 phantom stock units. The amount is calculated using the closing price of Vishay stock on the grant date of $16.69. The common stock underlying these awards is not received until termination of employment, and accordingly, there can be no assurance that the grant-date fair value (or any value) will ever be realized in respect of these awards. | | (6) | Pursuant to Mr. Zandman's employment agreement, the market value of shares underlying his 2025 grant was equal to 125% of his base salary. The amounts in this table vary based on the U.S. GAAP methodologies to compute grant date fair value. |

  91. 2025 Grants of Plan Based Awards

    | 2026 Proxy Statement | Compensation Tables | Table of Contents |

  92. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table provides information regarding unvested stock awards (RSUs and PBRSUs) held by our Named Executive Officers as of December 31, 2025.

  93. Outstanding Equity Awards at Fiscal Year End

    | | | STOCK AWARDS | | | | | NAME | GRANT DATE (1)(4) | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OF UNITS OF STOCK THAT HAVE NOT VESTED ($) (2) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) (3) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) (2) | | Marc Zandman | 3/24/2023 | 12,257 | 177,604 | - | - | | | 2/27/2024 | 20,700 | 299,943 | 15,524 | 224,943 | | | 2/26/2025 | 43,511 | 630,474 | 21,756 | 315,244 | | Total | | 76,468 | 1,108,021 | 37,280 | 540,187 | | Joel Smejkal | 3/24/2023 | 17,755 | 257,270 | - | - | | | 2/27/2024 | 62,608 | 907,190 | 46,954 | 680,363 | | | 2/26/2025 | 208,333 | 3,018,745 | 104,167 | 1,509,380 | | Total | | 288,696 | 4,183,205 | 151,121 | 2,189,743 | | David McConnell | 5/23/2023 | 861 | 12,476 | - | - | | | 2/27/2024 | 12,216 | 177,010 | 9,162 | 132,757 | | | 2/26/2025 | 33,333 | 482,995 | 16,667 | 241,505 | | Total | | 46,410 | 672,481 | 25,829 | 374,262 | | Roy Shoshani | 3/24/2023 | 6,021 | 87,244 | - | - | | | 2/27/2024 | 18,325 | 265,529 | 13,743 | 199,136 | | | 2/26/2025 | 55,556 | 805,006 | 27,778 | 402,503 | | Total | | 79,902 | 1,157,779 | 41,521 | 601,639 | | Peter Henrici | 3/24/2023 | 3,088 | 44,745 | - | - | | | 2/27/2024 | 8,781 | 127,237 | 6,585 | 95,417 | | | 2/26/2025 | 17,361 | 251,561 | 8,681 | 125,787 | | Total | | 29,230 | 423,543 | 15,266 | 221,204 |

  94. Outstanding Equity Awards at Fiscal Year End

    | (1) One third of the RSUs granted March 24, 2023, February 27, 2024, and February 26, 2025 vested on January 1, 2026. The RSUs granted May 23, 2023 vested on March 1, 2026. One third of the RSUs granted February 27, 2024 and February 26, 2025 will vest on January 1, 2027. One third of the RSUs granted February 26, 2025 will vest on January 1, 2028. | | (2) Based on the closing price of Vishay common stock on December 31, 2025 of $14.49. | | (3) Represents market-condition PBRSUs granted in 2024 and 2025 shown at "threshold". Market-condition PBRSUs granted in 2023 were not earned and therefore omitted from this table. | | (4) Time-based vesting conditions will be deemed satisfied, and performance-based vesting conditions will remain in effect, upon the executive's resignation with "good reason," or resignation for any reason following the attainment of age 62 (except where cause exists). In the event of voluntary termination by the executive before age 62 (without "good reason") or termination for cause, the executive's outstanding RSUs (including PBRSUs) will be forfeited. As of December 31, 2025, Marc Zandman had reached age 62. Enhanced vesting treatment may also apply upon death, disability or certain severance events, as discussed below under the heading "Potential Payments Upon Termination or Change in Control". |

  95. Outstanding Equity Awards at Fiscal Year End

    | 2026 Proxy Statement | Compensation Tables | Table of Contents |

  96. 2025 Stock Vested

    2025 Stock Vested The following table provides information with regard to amounts paid to or received by our Named Executive Officers during 2025 as a result of vesting of restricted stock units (including performance-based RSUs).

  97. 2025 Stock Vested

    | | STOCK AWARDS | | | | NUMBER OF SHARES ACQUIRED ON VESTING | VALUE REALIZED ON VESTING | | NAME | (#) | ($) | | (a) | (d) | (e) | | Marc Zandman | 95,074 | 1,666,537 | | Joel Smejkal | 62,684 | 1,068,887 | | David McConnell | 6,967 | 118,193 | | Roy Shoshani | 15,181 | 257,166 | | Peter Henrici | 7,477 | 126,660 | | Jeff Webster(1) | 29,463 | 504,030 |

  98. 2025 Stock Vested

    | (1) Mr. Webster had 29,794 outstanding time-based RSUs and 59,695 outstanding performance-based RSUs that were forfeited upon his resignation effective January 13, 2025. |

  99. 2025 Stock Vested

    The table above excludes RSUs that vested on January 1, 2026.

  100. Pension and Retirement Benefits

    Pension and Retirement Benefits Vishay maintains various retirement benefit plans and arrangements. In 2010, Mr. Zandman's employment arrangement was modified such that upon any termination (other than for cause) after attaining age 62, he would be entitled to the same payments and benefits he would have received if his respective employment was terminated by Vishay without cause or by Mr. Zandman for good reason. These modifications were included in an amendment signed on August 8, 2010. The expense associated with the modification to the employment arrangement of Mr. Zandman effectively represents a defined retirement benefit recognized for financial accounting purposes over the remaining service period of the individual. In the United States, Vishay maintained a pension plan which provided defined benefits to U.S. employees whose benefits under the qualified pension plan would be limited by the Employee Retirement Income Security Act of 1974 ("ERISA") and the Internal Revenue Code. Effective January 1, 2009, the plan was frozen. Benefits accumulated as of December 31, 2008 will be paid to employees upon retirement, but no further benefits will accrue beyond that date. To mitigate the loss in benefits of these employees, effective January 1, 2009, the Company increased the Company-match portion of its 401(k) defined contribution savings plan for employees impacted by the pension freeze. Some of these contributions are made to the non-qualified deferred compensation plan for highly-compensated employees. Mr. Henrici is the only Named Executive Officer that currently participates in this plan. Messrs. Smejkal, Webster, McConnell and Shoshani do not currently participate in any defined benefit retirement plans. Mr. Webster had a deferred vested benefit in a U.S. non-qualified pension plan from his previous employment with the U.S. based parent company, Vishay Intertechnology, Inc. See the discussion of post-employment medical benefits within the section "Employee Benefits" on page 39.

  101. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation The Named Executive Officers may participate in a non-qualified deferred compensation plan, which is available to all employees who meet certain criteria under the Internal Revenue Code. Mr. Zandman is entitled under his employment agreement to an annual contribution of $100,000 to this plan by Vishay, less certain applicable taxes. The other participants receive contributions from Vishay to make up for 401(k) contributions that are foregone under IRS limits. The Named Executive Officers are also eligible to elect to defer additional amounts of compensation, subject to certain limitations. Amounts contributed to these plans prior to January 1, 2005, were deemed deferred until retirement or termination of employment. Effective January 1, 2005, all employees that participate in the plan were given the option to choose shorter deferral periods for all or a portion of their deferred compensation. All participating Named Executive Officers have elected to defer all amounts of compensation until retirement or termination of employment, at which time, the amounts would be paid in a lump sum. To the extent required to avoid tax penalties, the deferred amounts are not paid until six months after the termination of employment. While deferred, amounts are credited with "earnings" based on the performance of notional investment options available under the plan.

  102. Non-qualified Deferred Compensation

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  103. 2025 Non-qualified Deferred Compensation Table

    2025 Non-qualified Deferred Compensation Table The following table sets forth information relating to the activity in the non-qualified deferred compensation plan accounts of the Named Executive Officers during 2025 and the aggregate balance of the accounts as of December 31, 2025:

  104. 2025 Non-qualified Deferred Compensation Table

    | NAME (a) | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR ($) (b) | REGISTRANT CONTRIBUTIONS IN LAST FISCAL YEAR (1) ($) (c) | AGGREGATE EARNINGS IN LAST FISCAL YEAR ($) (d) | AGGREGATE WITHDRAWALS/DISTRIBUTIONS ($) (e) | AGGREGATE BALANCE AT LAST FISCAL YEAR END (2) ($) (f) | | Marc Zandman | - | 100,000 | 890,876 | - | 6,441,030 | | David McConnell | 20,000 | 1,000 | 12,778 | - | 85,979 | | Roy Shoshani | 137,413 | 1,291 | 8,521 | - | 147,225 | | Peter Henrici | 157,108 | 4,870 | 29,167 | - | 1,111,584 | | Jeff Webster | - | - | 1,411 | 24,405 | - |

  105. 2025 Non-qualified Deferred Compensation Table

    | (1) These amounts are included in column (i) of the "Summary Compensation Table" as a component of "All Other Compensation." No portion of the earnings credited during 2025 was "above market" or "preferential." Accordingly, no amounts related to earnings on deferred compensation have been included in the "Summary Compensation Table." | | (2) Of the amount reported, $2,200,000 has been previously reported in the Summary Compensation Tables of prior years' proxy statements for Mr. Zandman. |

  106. 2025 Non-qualified Deferred Compensation Table

    | 2026 Proxy Statement | Compensation Tables | Table of Contents |

  107. Potential Payments Upon Termination or a Change in Control

    Potential Payments Upon Termination or a Change in Control Our employment agreements with our Named Executive Officers provide incremental compensation in the event of termination, as described below.

  108. Mr. Zandman

    Mr. Zandman The executive employment contract of Mr. Zandman contains severance provisions providing generally for three years of compensation in the case of a termination without cause, a voluntary termination by the executive for "good reason" (as defined in the employment agreement), or any termination (other than for cause) after attaining age 62. Specifically, severance items include:

  109. Other Executives

    Other Executives The employment agreements of Messrs. Smejkal, Webster, McConnell, Shoshani, and Henrici provide that upon a termination without cause or resignation with "good reason" (as defined in the respective employment agreements), and subject to the execution of a general release, the executives will be entitled to receive:

  110. Other Executives

    | • | continuation of base salary for 36 months; | | • | payment of any earned but unpaid bonus for the previously completed year; and | | • | payment of a pro-rata bonus for the year of termination, based on that year's actual performance. |

  111. Other Executives

    Upon a termination without cause or resignation with good reason within 16 months following a change in control, the 36 months of base salary continuation will be paid as a lump sum payment. In the event of termination due to death or disability, the executive or their estate will receive payment of any earned but unpaid bonus for the previously completed year; and payment of a pro-rata bonus for the year of termination, based on that year's actual performance. Mr. Webster stepped down from his position as Executive Vice President and Chief Operating Officer effective January 13, 2025 under circumstances entitling him to the severance benefits described in his employment agreement. Specifically, these severance benefits consisted of three years of base salary continuation of $1,528,596 and an annual bonus for 2024 based on actual performance of $143,943. The outstanding time-based and performance-based equity awards scheduled to vest in 2025 vested on their normal vesting date. All other time-based and performance-based equity awards were forfeited. These severance benefits were conditioned upon Mr. Webster signing a release of claims and complying with pre-existing restrictive covenants.

  112. Summary of Potential Payments Upon Termination or a Change in Control

    Summary of Potential Payments Upon Termination or a Change in Control The following table summarizes the elements of compensation (other than RSUs and PBRSUs, which are discussed below) that would have been received by each of the Company's Named Executive Officers (other than Mr. Webster) had they been terminated without cause or for "good reason" as of December 31, 2025. As described above, the amount of the severance payments would have been the same upon termination without cause or resignation with "good reason".

  113. Summary of Potential Payments Upon Termination or a Change in Control

    | | SALARY CONT. (1) | BONUS (2) | STOCK GRANTS (3) | LUMP SUM TERMINATION PAYMENT | PENSION (4) | MEDICAL BENEFIT (5) | LIFE INSURANCE BENEFIT (6) | NON-QUALIFIED DEFERRED COMPENSATION (7) | | Marc Zandman | $3,958,149 | $- | $217,350 | $1,500,000 | $- | $619,953 | $1,319,383 | $6,441,030 | | Joel Smejkal | 3,088,800 | 1,030,296 | - | - | - | - | - | - | | David McConnell | 1,376,550 | 355,976 | - | - | - | - | - | 85,979 | | Roy Shoshani | 2,072,400 | 808,064 | - | - | - | - | - | 147,225 | | Peter Henrici | 1,344,720 | 169,687 | - | - | 131,202 | - | - | 1,111,584 |

  114. Summary of Potential Payments Upon Termination or a Change in Control

    | (1) Equals 3 times U.S. dollar value of the 2025 salary. | | (2) Consists of non-equity incentive plan compensation for 2025 as reflected in the "Summary Compensation Table." | | (3) For Mr. Zandman, includes 15,000 shares, multiplied by $14.49, which was the closing price of Vishay's common stock on December 31, 2025. The shares are to be paid out over three years. | | (4) Present value of accumulated benefit reflected in the "Pension Benefits" table, exclusive of contractual termination payments and retiree medical benefits, which are shown in next column. | | (5) Present value of accumulated retiree medical benefits reflected in the "Pension Benefits" table. | | (6) The employment agreement of Mr. Zandman provides for a lifetime continuation of his life insurance benefits, with a death benefit equal to one time final base salary payable to his beneficiaries. The Company has decided to self-insure this obligation. The table estimates the value of this life insurance benefit at the 2025 base salary of Mr. Zandman, without consideration of the time value of money. | | (7) Aggregate balance at year end as reflected in the "Non-qualified Deferred Compensation" table. |

  115. Summary of Potential Payments Upon Termination or a Change in Control

    | 2026 Proxy Statement | Compensation Tables | Table of Contents |

  116. Summary of Potential Payments Upon Termination or a Change in Control

    For Mr. Zandman, a termination by reason of disability is deemed in his respective employment agreements to be equivalent to a termination without cause. Accordingly, presuming termination by disability as of December 31, 2025, the compensation described in the table above would be payable. Additionally, the employment agreement of Mr. Zandman provides for disability benefits which are payable if he suffers a disability prior to his attainment of the statutory retirement age in Israel. Such disability benefit is equal to 60% of the sum of Mr. Zandman's base salary and the average of his annual bonus payments, less certain adjustments as stated in his employment agreement. If Mr. Zandman had become disabled on December 31, 2025, the annual disability payment would have been approximately $1,395,000, and such disability benefit would have been payable for approximately 2.9 years until he reached the statutory retirement age. For Messrs. Smejkal, McConnell, Shoshani, and Henrici, a termination by reason of disability does not constitute a termination without cause pursuant to their respective employment agreement. Upon a termination by reason of disability, Messrs. Smejkal, McConnell, Shoshani, and Henrici would be entitled to the following:

  117. Summary of Potential Payments Upon Termination or a Change in Control

    | • | a lump sum cash payment equal to all accrued compensation; | | • | all rights they are entitled to under the terms of any Vishay retirement plans and benefit plans, including disability insurance; and | | • | payment of a pro-rata bonus for the fiscal year in which notice of termination is given, determined and paid in the same manner and at the same time as such bonus would have been determined and paid in the absence of such termination. |

  118. Summary of Potential Payments Upon Termination or a Change in Control

    Furthermore, upon termination by reason of disability, any service-based vesting criteria applicable to outstanding RSUs will be deemed satisfied and any performance-based vesting criteria applicable to such equity awards will remain in effect. Accordingly, presuming termination by disability as of December 31, 2025, Messrs. Smejkal, McConnell, Shoshani, and Henrici, would receive their 2025 bonus, as reported in column (e) of the Summary Compensation Table on page 43; plus the amounts presented in the table above for “pension.” Upon a termination by reason of death, the beneficiaries of Mr. Zandman would be entitled to:

  119. Summary of Potential Payments Upon Termination or a Change in Control

    | • | a lump sum cash payment equal to all accrued compensation; | | • | payment of phantom stock; and | | • | payment of non-qualified deferred compensation. |

  120. Summary of Potential Payments Upon Termination or a Change in Control

    Additionally, upon a termination by reason of death, the beneficiaries of Mr. Zandman would be eligible for continued medical benefits and for a death benefit under a self-insured life insurance obligation, equal to three times base salary while employed. Presuming death as of December 31, 2025, the amounts presented in the table above would be payable upon the death of Mr. Zandman, except that the amount labeled as "life insurance benefit" would be tripled and the amounts presented as “salary continuation” and "lump sum termination benefit" would be deleted. For Messrs. Smejkal, McConnell, Shoshani, and Henrici, a termination by reason of death would result in the same compensation paid to their respective beneficiaries as would be payable by reason of termination by disability.

  121. Excise Taxes Upon a Change in Control

    Excise Taxes Upon a Change in Control None of our Named Executive Officers are entitled to an excise tax gross-up upon a change in control.

  122. Excise Taxes Upon a Change in Control

    | 2026 Proxy Statement | Compensation Tables | Table of Contents |

  123. Impact on RSUs

    Impact on RSUs With respect to our Named Executive Officers, time-based vesting conditions will be deemed satisfied, and performance-based vesting conditions will remain in effect, upon the executive's death, disability, or resignation (or in the case of Mr. Zandman, termination) for any reason following the attainment of age 62 (except where cause exists). As of December 31, 2025, only Messrs. Zandman and Henrici had attained age 62. Upon a change in control, Mr. Zandman's pre-2026 RSUs and PBRSUs will vest. For other Named Executive Officers, had a change in control occurred on December 31, 2025, no single trigger would result. If awards are assumed or continued upon a change in control and a termination without cause or good reason occurs within one year following the change in control, time-based vesting conditions will be deemed satisfied and performance-based vesting conditions will remain in effect. If these awards are not assumed or continued, the awards would vest in connection with a change in control, with performance-based vesting criteria being deemed satisfied at the greater of "target" or actual performance through the date of the change in control. In the event of voluntary termination by the executive before age 62 (without "good reason") or termination for cause, the executive's outstanding RSUs (including PBRSUs) will be forfeited. At December 31, 2025, outstanding unvested time-vested RSUs and PBRSUs were as follows:

  124. Impact on RSUs

    | NAME | UNVESTED TIME-VESTED RSUs (1) | UNVESTED PBRSUs (2) | TOTAL VALUE AS OF DECEMBER 31, 2025 (3) | | Marc Zandman | 76,468 | 74,558 | $2,188,367 | | Joel Smejkal | 288,696 | 302,240 | 8,562,663 | | David McConnell | 46,410 | 51,656 | 1,420,976 | | Roy Shoshani | 79,902 | 83,041 | 2,361,044 | | Peter Henrici | 29,230 | 30,531 | 865,937 |

  125. Impact on RSUs

    | (1) The table above includes the RSUs that vested January 1, 2026. | | (2) PBRSUs are shown at "target". Excludes 2023 PBRSUs because December 31, 2025 was the final day of the performance period applicable to those awards and those awards would therefore have been earned or forfeited as of that date without regard to any termination event (and in fact they were forfeited as of that date based on actual performance). | | (3) Based on $14.49 per share, the closing price of Vishay's common stock on December 31, 2025. |

  126. Median Pay Ratio

    Median Pay Ratio Since 2017, the Company has disclosed the ratio of the compensation of its CEO to the compensation of its median employee. The median employee was chosen in 2023 from a population of all global employees, excluding our CEO, as of December 1, 2023. All employees regardless of full-time, part-time, or seasonal status were included within the sampled population and there were no adjustments or assumptions made with respect to the salaries and wages metric utilized. Annual base salaries and wages actually earned during January 1 through December 1, 2023 were used as the identifying metric for all employees as it is a consistent measure amongst all employees. We determined the median employee's total compensation in accordance with SEC regulations. The total compensation of the median employee was then compared to the total compensation of the CEO. For 2025, the ratio of the CEO total compensation to the median employee total compensation was $10,335,059 : $18,480 or 559 : 1.

  127. Median Pay Ratio

    | 2026 Proxy Statement | Compensation Tables | Table of Contents |

  128. Pay Versus Performance

    Pay Versus Performance In August 2022, the SEC adopted additional disclosure requirements regarding the relationship between a registrant’s executive compensation and its financial performance. The following table summarizes certain information regarding pay vs. performance for the period 2021-2025:

  129. Pay Versus Performance

    | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (1) | COMPENSATION ACTUALLY PAID TO PEO (1)(2)(3) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs (1) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs (1)(2)(3) | TOTAL SHAREHOLDER RETURN (4) | PEER GROUP SHAREHOLDER RETURN (4) | NET INCOME (LOSS) (In millions) | ADJUSTED NET EARNINGS (LOSS) (In millions) (5) | | 2025 | $10,335,059 | $6,247,206 | $2,750,459 | $1,968,003 | 77.32 | 268.23 | $(9.0) | $(6.6) | | 2024 | 5,451,180 | 3,383,652 | 2,093,601 | 1,121,407 | 88.05 | 186.98 | (31.2) | 65.7 | | 2023 | 4,773,050 | 4,871,457 | 3,546,063 | 3,647,863 | 122.20 | 155.35 | 323.8 | 342.2 | | 2022 | 6,817,811 | 6,840,363 | 3,790,780 | 3,817,519 | 108.17 | 93.02 | 428.8 | 454.2 | | 2021 | 8,388,523 | 8,059,915 | 3,224,127 | 3,050,308 | 107.46 | 142.85 | 298.0 | 337.3 |

  130. Pay Versus Performance

    | (1) For the years 2021-2022, the principal executive officer was our Chief Executive Officer, who was Dr. Gerald Paul during such years, and the non-PEO NEOs for each year were Marc Zandman, Lori Lipcaman, Johan Vandoorn, and Clarence Tse. For 2023, the principal executive officer was our Chief Executive Officer, Joel Smejkal, and the non-PEO NEOs for 2023 were Marc Zandman, Jeff Webster, Lori Lipcaman, and Roy Shoshani. For 2024, the principal executive officer was our Chief Executive Officer, Joel Smejkal, and the non-PEO NEOs for 2024 were Marc Zandman, Jeff Webster, David McConnell, Roy Shoshani, and Lori Lipcaman. For 2025, the principal executive officer was our Chief Executive Officer, Joel Smejkal, and the non-PEO NEOs for 2025 were Marc Zandman, Jeff Webster, David McConnell, Roy Shoshani, and Peter Henrici. |

  131. Pay Versus Performance

    | (2) The reconciliation of Summary Compensation Table amounts to the compensation actually paid presented above is summarized in the following table: |

  132. Pay Versus Performance

    | | 2025 | | | | PEO | AVERAGE NON-PEO NEOs | | Total Per Summary Compensation Table | $10,335,059 | $2,750,459 | | Stock Compensation Per Summary Compensation Table | (8,245,820) | (1,202,198) | | Stock Compensation Adjustments | 4,157,967 | 591,076 | | Change in Pension Value Per Summary Compensation Table | – | (171,334) | | Pension Service Costs | – | – | | Compensation Actually Paid | $6,247,206 | $1,968,003 |

  133. Pay Versus Performance

    | (3) "Compensation actually paid" is computed based on guidance in the SEC rules, and adjusts stock compensation as presented in the Summary Compensation Table (which is at grant date fair value) for changes in fair value since the grant date until the vesting date, and adjusts changes in pension value to reflect service costs. |

  134. Pay Versus Performance

    | (4) Both total shareholder return ("TSR") and peer group TSR are determined in the same manner, calculated as the sum of cumulative dividends (assuming dividend reinvestment) and the cumulative increase or decrease in the stock price/stock index each respective year, divided by the stock price/stock index at December 31, 2020. Peer group TSR is based on the Philadelphia Semiconductor Index, which the Company utilizes as a peer group in its stock performance graph presented in Item 5 of its annual report on Form 10-K. |

  135. Pay Versus Performance

    | (5) The “Company selected measure” is “Adjusted Net Earnings.” "Adjusted Net Earnings" is described and calculated under the heading "Performance Measures and Metrics," beginning on page 33. For several years, this measure was clearly the most important measure when evaluating pay versus performance. All current non-equity incentive compensation metrics generally move in tandem with "Adjusted Net Earnings". In the future, we may determine that another measure is the most important financial performance measure. |

  136. Pay Versus Performance

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  137. Pay Versus Performance

    The following represent the most important financial performance measures we used to link compensation actually paid for 2025 to our performance, as further described in the Compensation Discussion and Analysis section of this proxy statement:

  138. Pay Versus Performance

    | • | adjusted net earnings; | | • | adjusted gross profit margin; | | • | adjusted EBITDA margin; and | | • | rTSR. |

  139. Pay Versus Performance

    The charts below show, for the past five years, the relationship of the Company’s TSR relative to its peers as well as the relationship between the CEO and non-CEO “compensation actually paid” and (i) the Company’s TSR; (ii) the Company’s net income; and (iii) the Company’s Adjusted Net Earnings.

  140. Pay Versus Performance

    | 2026 Proxy Statement | Compensation Tables | Table of Contents |

  141. 2026 Compensation

    | NAME | 2026 ANNUAL CASH BONUS (AS A PERCENTAGE OF BASE SALARY) | | Marc Zandman | 120% | | Joel Smejkal | 130% | | David McConnell | 80% | | Roy Shoshani | 100% | | Peter Henrici | 75% |

  142. 2026 Compensation

    Equity. Each Named Executive Officer received an equity grant on February 25, 2026 in the form of restricted stock units (RSUs), of which 50% are performance-based awards.

  143. 2026 Compensation

    | NAME | TIME-VESTED RSUs(1) | PBRSUs(2) | TOTAL | | Marc Zandman | 127,486 | 127,486 | 254,972 | | Joel Smejkal | 172,106 | 172,106 | 344,212 | | David McConnell | 50,994 | 50,994 | 101,988 | | Roy Shoshani | 56,094 | 56,094 | 112,188 | | Peter Henrici | 16,573 | 16,573 | 33,146 |

  144. 2026 Compensation

    | (1) The awards will generally vest in three equal installments in 2027, 2028, and 2029, subject to accelerated vesting upon certain termination events as further described above. | | (2) The market-condition PBRSUs will be earned based on relative Total Stockholder Return (“rTSR”), Vishay’s total stockholder return relative to returns on the S&P SmallCap 600 Index. The 2026 PBRSUs will be measured over a 3-year period ending December 31, 2028. The PBRSUs listed in the table represent the number of units earned at target. The maximum number of units that can be earned is 200% of target if the rTSR exceeds 140%. Such awards are subject to accelerated vesting upon certain termination events as described above. |

  145. Additional Information on Equity Compensation Plans

    Additional Information on Equity Compensation Plans The following table provides certain information concerning our equity compensation plans as of December 31, 2025.

  146. Additional Information on Equity Compensation Plans

    | | NUMBER OF SHARES OF COMMON STOCK TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS | WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS | NUMBER OF SHARES OF COMMON STOCK REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SHARES REFLECTED IN THE FIRST COLUMN) | | Equity compensation plans approved by stockholders (1) | | | | | 2007 Stock Incentive Program(3) | | | | | Restricted Stock Units(5) | 226,000 | n/a | | | Phantom Stock Units(6) | 119,000 | n/a | | | Total 2007 Stock Incentive Program | 345,000 | | -(3) | | 2023 Plan(3)(4) | | | | | Restricted Stock Units(5) | 3,259,000 | n/a | (2) | | Phantom Stock Units(6) | 17,000 | n/a | (2) | | Total 2023 Plan | 3,276,000 | | 1,524,000(3)(4) | | Total approved by stockholders | 3,621,000 | | 1,524,000 | | Equity compensation plans not approved by stockholders | - | | - | | Total equity compensation plans | 3,621,000 | | 1,524,000 |

  147. Additional Information on Equity Compensation Plans

    | (1) Additional information about these plans is presented in Note 12 to the Company's consolidated financial statements, which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. | | (2) The 2023 Plan provides for the grant of stock options, restricted stock, unrestricted stock, RSUs (including PBRSUs), and phantom stock units. Therefore the shares available for future issuance are presented only in total for the 2023 Plan. | | (3) Following the approval of the 2023 Plan, there are no authorized shares available for grant under the 2007 Stock Incentive Program. Pursuant to the terms of the 2023 Plan, any shares of common stock that are subject to outstanding awards granted pursuant to the 2007 Program that subsequently cease to be subject to such awards as a result of the termination, expiration, cancellation, or forfeiture of such awards and any shares of common stock withheld in settlement of tax withholding obligations associated with outstanding awards granted pursuant to the 2007 Program may become available for issuance under the 2023 Plan. | | (4) Proposal 4 (Approval of Amendment No. 1 to the 2023 Plan) proposes to increase the number of shares available for future issuance under the 2023 Plan by 6,000,000 shares. | | (5) Each RSU entitles the recipient to receive a share of Vishay common stock. Because these awards have no exercise price, there is no calculation of weighted average exercise price. Performance-based RSUs subject to performance periods ending after December 31, 2025 are shown assuming performance criteria are achieved at target. | | (6) Each phantom stock unit entitles the recipient to receive a share of Vishay common stock at the individual's termination of employment or any other future date specified in the employment agreement. Because these awards have no exercise price, there is no calculation of the weighted average exercise price. |

  148. Additional Information on Equity Compensation Plans

    | 2026 Proxy Statement | Proposal Three | Table of Contents |

  149. Summary Description of the 2023 Plan Amendment

    Summary Description of the 2023 Plan Amendment The 2023 Plan Amendment would (i) increase the number of shares of our common stock, other than Class B Common Stock, par value $0.10 per share (“Shares”) available for issuance under the 2023 Plan by 6,000,000 (in respect of any award type permitted under the 2023 Plan, including incentive stock options), from 5,999,386 Shares to 11,999,386 Shares; (ii) extend the expiration date of the 2023 Plan from March 24, 2033 to February 25, 2036 (the tenth anniversary of the approval of the 2023 Plan Amendment by our Board of Directors), and (iii) clarify that the 2023 Plan’s feature for the automatic exercise of expiring stock options only applies to the extent the relevant option is then vested and exercisable. If our stockholders do not approve the 2023 Plan Amendment, the 2023 Plan will remain unchanged. As of April 6, 2026, we had 549,431 Shares available for issuance under the 2023 Plan. If the 2023 Plan Amendment is approved, the aggregate number of Shares underlying outstanding awards under the 2023 Plan and predecessor plans, plus the number of Shares available for issuance in respect of awards granted under the 2023 Plan (as amended by the 2023 Plan Amendment), would increase to approximately 5% of the number of shares of common stock outstanding on a fully diluted basis (determined as of April 6, 2026).

  150. Summary Description of the 2023 Plan (as proposed to be amended)

    | • | Repricing of stock options or SARs. The 2023 Plan generally prohibits the repricing of stock options or SARs without stockholder approval. | | • | Dividends Subject to Vesting. Dividends and dividend equivalents payable with respect to certain 2023 Plan awards will be subject to the same vesting terms as the related award. | | • | No Liberal Share Recycling for Stock Options or SARs. Shares withheld in satisfaction of the exercise price of, or tax withholding obligations arising in connection with, stock options or SARs will not be recycle back into the 2023 Plan. | | • | Director Compensation Limits. The 2023 Plan contains annual limits on the compensation payable to our non-employee directors, subject to certain exceptions. |

  151. Types of Awards

    Types of Awards The 2023 Plan provides for the grant of the following types of awards: (i) stock options (both ISOs and non-qualified stock options), (ii) SARs, (iii) restricted stock, (iv) restricted stock units (“RSUs”), (v) other stock-based awards, (vi) phantom stock units and (vii) cash-based awards. The Compensation Committee determines any vesting conditions applicable to awards under the 2023 Plan. Each award may, but need not be, subject to vesting conditions in the Compensation Committee's discretion. Vesting conditions may include the continued employment or service of the participant, the attainment of specified individual or corporate performance goals or other factors. Stock Options. A stock option entitles the holder to purchase from us a stated number of Shares at a specified price for a limited period of time. The Compensation Committee will specify the number of Shares subject to each option and the exercise price for such option, provided that the exercise price may not be less than the fair market value of a Share on the date the option is granted. However, for an ISO granted to a 10% stockholder, the exercise price shall not be less than 110% of the fair market value of common stock on the date the option is granted. Generally, options may be exercised in whole or in part through a cash payment. The Compensation Committee, however, may in its discretion permit payment of the exercise price through other methods. For example, the Compensation Committee may permit the option holder to pay the exercise price of an option through the surrender of previously acquired Shares or to “net settle” an option (which involves the cancellation of a portion of the option to cover the cost of exercising the balance of the option). An outstanding in-the-money option will generally be automatically exercised and net-settled immediately prior to its expiration, so long as that option is then vested and exercisable and the participant’s service has not been terminated for cause (and no basis for such a termination then exists). Options shall become vested and exercisable in accordance with the terms of the applicable award agreement. The maximum term of an option shall be determined by the Compensation Committee but will not exceed 10 years (5 years in the case of ISOs granted to a 10% stockholder). In the case of ISOs, the aggregate fair market value (determined as of the date of grant) of common stock with respect to which such ISOs become exercisable for the first time during any calendar year cannot exceed $100,000. ISOs granted in excess of this limitation will be treated as non-qualified stock options. Stock Appreciation Rights. A SAR represents the right to receive, upon exercise, any appreciation in a Share over a particular time period. SARs shall be exercisable in accordance with the terms of the applicable award agreement. The base price of a SAR shall not be less than the fair market value of a Share on the date the SAR is granted. The maximum term of a SAR shall be determined by the Compensation Committee but shall not exceed 10 years. SAR payouts may be made in cash, Shares, or a combination of both, at the Compensation Committee’s discretion. Unless otherwise provided in an award agreement or determined by the Compensation Committee, if a participant’s service with us (or our affiliates) terminates due to death or disability, the participant’s unexercised options and SARs may be exercised, to the extent they were exercisable at the time of the participant’s death or disability (or on such accelerated basis as the Compensation Committee may determine at or after grant), for a period of twelve months from the termination date or until the expiration of the original award term, whichever period is shorter. If a participant’s service with us (or our affiliates) is terminated for cause (as defined in the 2023 Plan) or the participant resigns at a time there was a cause basis for the participant’s termination, (i) all unexercised options and SARs (whether vested or unvested) shall terminate and be forfeited on the termination date, and (ii) any option or SAR exercise then in progress will be cancelled. Unless otherwise provided in an award agreement or determined by the Compensation Committee, if a participant’s service terminates for any other reason, the participant’s unexercised options and SARs may be exercised, to the extent they were exercisable at the time of the participant’s termination (or on such accelerated basis as the Compensation Committee may determine at or after grant), for a period of ninety days from the termination date or until the expiration of the original option or SAR term, whichever period is shorter. Unless otherwise provided by the Compensation Committee, any options and SARs that are not exercisable at the time of the termination of service shall terminate and be forfeited on the termination date.

  152. Types of Awards

    Restricted Stock. A restricted stock award is a grant of Shares that are subject to forfeiture and transfer restrictions during a specified period. The Compensation Committee will determine the price, if any, to be paid by the participant for each share of restricted stock. If there are specified vesting conditions that are not attained, the underlying common stock will be forfeited to us. Conversely, if and when specified vesting conditions are satisfied, the restrictions imposed will lapse. During the restriction period, a participant will have the right to vote the Shares underlying the restricted stock. Unless otherwise provided in an award agreement or determined by the Compensation Committee, upon termination of service a participant will forfeit all restricted stock that then remains subject to forfeiture. Restricted Stock Units. An RSU represents a right to receive an amount equal to the fair market value of one Share and may be conditioned on the achievement of specified vesting conditions. An RSU may be settled in Shares, cash or a combination of both, at the discretion of the Compensation Committee. Unless otherwise provided in an award agreement or determined by the Compensation Committee, upon a termination of service, a participant will forfeit any RSUs that then remain subject to forfeiture. Other Stock-Based Awards. Other stock-based awards may be granted to participants (including awards to receive unrestricted Shares, or awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to our common stock). The Compensation Committee will determine the terms and conditions of each such award, including, as applicable, the term, any exercise or purchase price, vesting conditions and other terms and conditions. Phantom Stock Units. A phantom stock unit represents a participant’s right to receive one Share at a specified time pursuant to the participant’s employment agreement with the Company or a subsidiary. The Compensation Committee will determine a phantom stock unit’s terms and conditions, subject to the participant’s employment agreement, including, as applicable, vesting conditions and settlement dates. Cash-Based Awards. Cash-based awards (including immediate cash payments) may be granted to participants, either alone or in conjunction with other awards under the 2023 Plan. Cash-based awards may be granted in lieu of other compensation, subject to applicable law. The Compensation Committee will determine the terms and conditions of each such award, including, as applicable, vesting conditions.

  153. Dividends and Dividend Equivalent Rights

    Dividends and Dividend Equivalent Rights No dividends or dividend equivalent rights will be payable with respect to options or SARs. Dividends that become payable with respect to restricted stock while it remains subject to restriction will be subjected to the same vesting conditions as the restricted stock to which they relate. The Compensation Committee may also require that the dividends be reinvested in additional restricted Shares. Dividend equivalent rights may be granted in connection with restricted stock units, other stock-based awards and phantom stock units under the 2023 Plan in the discretion of the Compensation Committee. A dividend equivalent right entitles the participant to payments or credits equal to the cash dividends that would otherwise have been paid with respect to the Shares underlying the award, had such Shares been outstanding. The Compensation Committee may provide that dividend equivalent rights will be paid or credited in cash or paid or credited in Shares (based on the fair market value of those Shares on the dividend payment date). In any case, dividend equivalent rights granted under the 2023 Plan will be subject to the same vesting conditions as the underlying awards to which they relate.

  154. Change in Control

    Change in Control Unless otherwise specified in the applicable award agreement or any applicable transaction documents, outstanding awards will be treated as follows upon the occurrence of a Change in Control (as defined in the 2023 Plan), subject to the requirements of Section 409A of the Internal Revenue Code.

  155. Change in Control

    | • | For awards granted to non-employee directors, time-based vesting conditions will be deemed satisfied and performance-based vesting conditions will be deemed satisfied at the greater of the “target” or “actual” performance level through the Change in Control (or other reasonably proximate date), as determined by the Compensation Committee in its discretion. | | | • | For awards granted to all other service providers: | | | | • | If the awards are not assumed, converted or replaced by the resulting entity in the Change in Control, time-based vesting conditions will be deemed satisfied and performance-based vesting conditions will be deemed satisfied at the greater of the “target” or “actual” performance level through the Change in Control (or other reasonably proximate date), as determined by the Compensation Committee in its discretion. | | | • | If the awards are assumed, converted or replaced by the resulting entity, the awards (as adjusted to reflect the transaction) will continue in accordance with their terms. However, if within two years after the Change in Control the award holder is terminated by us (or the resulting entity in the Change in Control) without “cause,” time-based vesting conditions will be deemed satisfied, and performance-based vesting conditions will be deemed satisfied at the greater of the “target” or “actual” performance level through the termination date (or other reasonably proximate date), as determined by the Compensation Committee in its discretion, subject to the execution of a release. |

  156. Nonqualified Stock Options

    Nonqualified Stock Options A participant recognizes no taxable income when a non-qualified stock option is granted. Upon exercise of a non-qualified stock option, a participant will recognize ordinary income equal to the excess of the fair market value of the Shares received over the exercise price of the non-qualified stock option. A participant’s tax basis in Shares received upon exercise of a non-qualified stock option will generally be equal to the fair market value of those Shares on the exercise date, and the participant’s holding period for such Shares will begin at that time. Upon sale of Shares received upon exercise of a non-qualified stock option, the participant will realize short-term or long-term capital gain or loss, depending on the period the Shares are held. The amount of such gain or loss will be equal to the difference between the amount realized in connection with the sale of the Shares and the participant’s tax basis in such Shares.

  157. Incentive Stock Options

    Incentive Stock Options A participant recognizes no taxable income when an ISO is granted or exercised. As long as the participant meets the applicable holding period requirements for Shares received upon exercise of an ISO (two years from the date of grant and one year from the date of exercise), gain or loss realized by a participant upon sale of the Shares received upon exercise will be long-term capital gain or loss, and we will not be entitled to a deduction. If, however, the participant disposes of the Shares before meeting the applicable holding period requirements (a “disqualifying disposition”), the participant will then recognize ordinary income. The amount of ordinary income recognized by the participant is limited to the lesser of the gain on such sale and the difference between the fair market value of the Shares on the date of exercise and the option exercise price. Any gain realized in excess of this amount will be treated as short- or long-term capital gain (depending on how long the Shares are held). If the option price exceeds the amount realized upon such a disposition, the difference will be short- or long-term capital loss (depending on how long the Shares are held). Notwithstanding the above, individuals subject to Alternative Minimum Tax may recognize ordinary income upon exercise of an ISO.

  158. Restricted Stock

    Restricted Stock If a participant receives restricted stock under the 2023 Plan and does not make the election described in the next paragraph, the participant will recognize no taxable income upon the receipt of the Shares. When the forfeiture conditions applicable to the restricted stock lapse, the participant will recognize ordinary income equal to the fair market value of the Shares at that time, less any amount paid for the Shares. A participant’s tax basis in restricted stock will generally be equal to the fair market value of the Shares when the forfeiture conditions lapse, and the participant’s holding period for the Shares will begin at that time. Upon sale of the Shares, the participant will realize short- or long-term gain or loss, depending on how long the Shares are held after the forfeiture conditions lapse. Such gain or loss will be equal to the difference between the amount realized upon the sale of the Shares and the participant’s tax basis in the Shares. Participants receiving Shares of restricted stock may make an election under Section 83(b) of the Internal Revenue Code. By making a Section 83(b) election, the participant elects to recognize compensation income when the Shares are received rather than at the time the forfeiture conditions lapse. The amount of such compensation income will be equal to the fair market value of the Shares upon receipt (valued without regard to the forfeiture conditions and transfer restrictions applicable to the Shares), less any amount paid for the Shares. By making a Section 83(b) election, the participant will recognize no additional compensation income when the forfeiture conditions lapse. The participant’s tax basis in Shares with respect to which a Section 83(b) election is made will generally be equal to the fair market value of those Shares at grant, and the participant’s holding period for such Shares will begin at that time. Upon sale of the Shares, the participant will realize short- or long-term capital gain or loss, depending on the period the Shares were held. Such gain or loss will be equal to the difference between the amount realized upon the sale of the Shares and the participant’s tax basis in the Shares. However, if the Shares are forfeited, the participant will not be entitled to claim a deduction with respect to any income tax paid upon making the Section 83(b) election. To make a Section 83(b) election, a participant must file an appropriate form of election with the Internal Revenue Service and with the participant’s employer, in each case within 30 days after the restricted stock is issued.

  159. Restricted Stock

    | 2026 Proxy Statement | Proposal Four | Table of Contents |

  160. Restricted Stock Units and Phantom Stock Units

    Restricted Stock Units and Phantom Stock Units When Shares or cash with respect to RSU or Phantom Stock Unit awards are delivered to the participant, the value of the Shares or cash is then taxable to the participant as ordinary income. A participant’s tax basis in Shares received upon settlement of an RSU or Phantom Stock Unit award will generally be equal to the fair market value of those Shares on the date the Shares are issued, and the participant’s holding period for such Shares will begin at that time. Upon sale of Shares received upon settlement of an RSU or Phantom Stock Unit award, the participant will realize short-term or long-term capital gain or loss, depending on the period the Shares are held. The amount of such gain or loss will be equal to the difference between the amount realized in connection with the sale of the Shares and the participant’s tax basis in such Shares.

  161. VISHAY INTERTECHNOLOGY, INC. 2023 LONG-TERM INCENTIVE PLAN

    VISHAY INTERTECHNOLOGY, INC. 2023 LONG-TERM INCENTIVE PLAN

  162. (as amended by the 2023 Plan Amendment)

    | (a) "Adoption Date" will have the meaning set forth in Section 25 hereof. | | (b) "Affiliate" means, with respect to a Person, a Person that directly or indirectly controls, is controlled by, or is under common control with such Person. | | (c) "Applicable Law” means the legal requirements relating to the administration of and issuance of securities under stock incentive plans, including, without limitation, the requirements of state corporations law, federal, state and foreign securities law, federal, state and foreign tax law, and the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted. | | (d) "Award” means an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, Phantom Stock Units or Cash-Based Awards made under this Plan. | | (e) "Award Agreement” means, with respect to any particular Award, the written document that sets forth the terms of that particular Award. | | (f) "Board” means the Board of Directors of the Company, as constituted from time to time. | | (g) "Cash-Based Award” means an Award granted under and subject to Section 12 hereof. | | (h) “Cause” means, with respect to any Participant: (i) the Participant’s habitual intoxication or drug addiction; (ii) the Participant’s violation of the Company’s written policies, procedures or codes including, without limitation, those with respect to harassment (sexual or otherwise) and ethics; (iii) the Participant’s refusal or willful failure by the Participant to perform such duties as may reasonably be delegated or assigned to the Participant, consistent with the Participant’s position; (iv) the Participant’s willful refusal or willful failure to comply with any requirement of the Securities and Exchange Commission or any securities exchange or self-regulatory organization then applicable to the Company; (v) the Participant’s willful or wanton misconduct in connection with the performance of the Participant’s duties including, without limitation, breach of fiduciary duties; (vi) the Participant’s breach (whether due to inattention, neglect, or knowing conduct) of any of the material provisions of the Participant’s employment or service agreement, if any; (vii) the Participant’s conviction of, guilty, no contest or nolo contendere plea to, or admission or confession to any felony (other than driving while intoxicated or driving under the influence of alcohol) or any act of fraud, misappropriation, embezzlement or any misdemeanor involving moral turpitude; (viii) the Participant’s dishonesty detrimental to the best interest of the Company; (ix) the Participant’s involvement in any matter which, in the opinion of the Company’s Chief Executive Officer (or, in the case of the Chief Executive Officer, the Committee), is reasonably likely to cause material prejudice or embarrassment to the Company’s business; or (x) solely in the case of a Non-Employee Director, any other action by the Participant which the Board determines constitutes “cause.” Notwithstanding the foregoing, if the Participant and the Company (or any of its Affiliates) have entered into an employment agreement, consulting agreement or other similar agreement that specifically defines “cause,” then with respect to such Participant, “Cause” shall have the meaning defined in such other agreement. |

  163. (as amended by the 2023 Plan Amendment)

    | (i) “Change in Control” shall mean the occurrence of any of the following events: | | | (i) | Any Person (other than a Permitted Holder) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of Outstanding Voting Securities; provided, however, that, for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or (iv) any acquisition pursuant to a Corporate Transaction that complies with subsections (x), (y) or (z) of Section 1(i)(iii); | | (ii) | During any twelve month period, individuals who at the beginning of such period constitute the Board and any new Director (other than a Director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 1(i)(i) or Section 1(i)(iii) hereof) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period of whose election or nomination for election was previously approved, cease for any reason to constitute a majority thereof; or | | (iii) | Consummation of a Corporate Transaction unless, following such Corporate Transaction, (x) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 50% of the then-outstanding combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Corporate Transaction (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership of the Outstanding Voting Securities immediately prior to such Corporate Transaction, (y) no Person (excluding any corporation resulting from such Corporate Transaction or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Corporate Transaction) beneficially owns, directly or indirectly, more than 50% of the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Corporate Transaction, and (z) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Corporate Transaction were Directors at the time of the execution of the initial agreement or of the action of the Board providing for such Corporate Transaction. |

  164. (as amended by the 2023 Plan Amendment)

    | Notwithstanding anything in the Plan or an Award Agreement to the contrary, to the extent necessary to comply with Section 409A of the Code, no event that, but for the application of this paragraph, would be a Change in Control as defined in the Plan or the Award Agreement, as applicable, shall be a Change in Control unless such event is also a “change in control event” as defined in Section 409A of the Code. |

  165. (as amended by the 2023 Plan Amendment)

    | (t) “Effective Date” means May 23, 2023, the date on which this Plan was first approved by the Company's stockholders. | | (u) “Exchange Act” means the Securities Exchange Act of 1934, as amended. | | (v) “Fair Market Value” means, as of any date, unless otherwise provided by the Committee, the value of a Share determined as follows: (i) if the Shares are listed on any established stock exchange or a national market system, the Fair Market Value of a Share will be the closing sales price for such stock as quoted on that exchange or system at the close of regular hours trading on the date of determination (or if the date of determination is not a trading day, the last preceding trading day); (ii) if the Shares are regularly quoted by recognized securities dealers but selling prices are not reported, the Fair Market Value of a Share will be the last quoted sales price of a Share on the date of determination (or if the date of determination is not a trading day, the last preceding trading day); or (iii) if Shares are not traded as set forth above, the Fair Market Value will be determined in good faith by the Committee taking into consideration such factors as the Committee considers appropriate, such determination by the Committee to be final, conclusive and binding. Notwithstanding the foregoing, in connection with a Change in Control, Fair Market Value shall be determined in good faith by the Committee, such determination by the Committee to be final, conclusive and binding. | | (w) “Incentive Stock Option” means any Option intended to be an “Incentive Stock Option” within the meaning of Section 422 of the Code. | | (x) “Non-Employee Director” will have the meaning set forth in Rule 16b-3(b)(3)(i) promulgated by the Securities and Exchange Commission under the Exchange Act, or any successor definition adopted by the Securities and Exchange Commission. | | (y) “Non-Qualified Stock Option” means any Option that is not an Incentive Stock Option. | | (z) “Option” means any option to purchase Shares (including an option to purchase Restricted Stock, if the Committee so determines) granted pursuant to Section 5. | | (aa) “Other Stock-Based Award” means an Award valued in whole or in part by reference to, or otherwise based on, Shares, other than an Award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, or Phantom Stock Units, which Award is granted pursuant to Section 10 hereof. | | (bb) “Outstanding Voting Securities” means the voting securities of the (i) common stock and Class B Common Stock then outstanding or (ii) other capital stock into which the common stock or Class B Common Stock is reclassified or changed. | | (cc) “Parent” means, in respect of the Company, a “parent corporation” as defined in Section 424(e) of the Code. | | (dd) “Participant” means an employee, consultant, Director, or other service provider of or to the Company or any of its Affiliates to whom an Award is granted. | | (ee) “Permitted Holder” means each of the Estate of Dr. Felix Zandman, Dr. Felix Zandman’s surviving spouse, Dr. Felix Zandman’s children or lineal descendants, his, her or their family members, any trust established for the benefit of such persons, or any “person” (as such term is used in Section 13(d) or Section 14(d) of the Exchange Act), directly or indirectly, controlling, controlled by or under common control with any such person referenced in this Section 1(ee) or any trust established for the benefit of such persons or any charitable trust or non-profit entry established by a Permitted Holder, or any group in which such Permitted Holders hold more than a majority of the voting power of the Shares and Class B Common Stock deemed to be beneficially owned by such group. | | (ff) “Person” means an individual, partnership, corporation, limited liability company, trust, joint venture, unincorporated association, or other entity or association. | | (gg) “Phantom Stock Unit” means a right granted under and subject to Section 11 hereof. | | (hh) “Plan” will have the meaning set forth above in this Section 1. | | (ii) “Prior Plan” will have the meaning set forth above in this Section 1. | | (jj) “Prior Plan Awards” mean awards granted under the Prior Plan. | | (kk) “Restriction Period” will have the meaning set forth in Section 8(c)(i) hereof. |

  166. (as amended by the 2023 Plan Amendment)

    | (ll) “Restricted Stock” means Shares that are subject to restrictions pursuant to Section 8 hereof. | | (mm) “Restricted Stock Unit” means a right granted under and subject to restrictions pursuant to Section 9 hereof. | | (nn) “Section 409A” will have the meaning set forth in Section 24 hereof. | | (oo) “Securities Act” means the Securities Act of 1933, as amended. | | (pp) “Shares” means shares of the Company’s common stock other than Class B Common Stock, par value $0.10, subject to substitution or adjustment as provided in Section 14 hereof. | | (qq) “Stock Appreciation Right” means a right granted under and subject to Section 6 hereof. | | (rr) “Subsidiary” means, in respect of the Company, a subsidiary company as defined in Sections 424(f) and (g) of the Code. | | (ss) “Vesting Conditions” will have the meaning set forth in Section 5(c). |

  167. (as amended by the 2023 Plan Amendment)

    | (a) Shares Subject to the Plan. Subject to adjustment as provided in Section 14 of the Plan, the maximum number of Shares that may be issued under the Plan is the sum of (i) 11,999,386 Shares, plus (ii) any additional Shares subject to Prior Plan Awards that are recycled into the Plan pursuant to Section 3(c) hereof. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued Shares or treasury shares. | | (b) Substitute Awards. Notwithstanding the foregoing, any Shares issued in respect of Awards granted in substitution for equity-based awards of an entity acquired by the Company or a Subsidiary, or with which the Company or a Subsidiary combines, will not be counted against the number of Shares available for issuance hereunder. | | (c) Share Recycling. If and to the extent that an Award or a Prior Plan Award terminates, expires, is canceled or is forfeited for any reason on or after the Effective Date (including upon cancellation or settlement of such award in exchange for cash or property other than Shares), the Shares associated with that Award or Prior Plan Award will become available (or again be available) for grant under the Plan. Similarly, Shares withheld on or after the Effective Date in settlement of a tax withholding obligation associated with an Award or a Prior Plan Award (other than a stock option or stock appreciation right), will become available (or again be available) for grant under the Plan. However, for the avoidance of doubt, in the case of a stock-based settlement of a stock appreciation right (whether granted under this Plan or a Prior Plan), any Shares that are subject to the exercised portion of the Award that are not delivered upon such exercise will not again be available for grant under the Plan. Similarly, any Shares withheld in satisfaction of the exercise price of a stock option (whether granted under this Plan or a Prior Plan), will not become available (or again be available) for grant under the Plan. | | (d) Incentive Stock Option Limit. Subject to adjustment as provided in Section 14 of the Plan, the maximum aggregate number of Shares that may be issued under the Plan in respect of Incentive Stock Options is 11,999,386. | | (e) Foreign Holders. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in countries other than the United States in which the Company and/or any of its respective Affiliates operate or have employees, directors and consultants, in order to comply with the requirements of any foreign securities exchange or other Applicable Law, or to otherwise ensure the viability of the benefits from Awards granted to employees, directors and consultants performing services in such countries and to meet the objectives of the Plan, the Committee, in its discretion, shall have the power and authority to: (i) modify the terms and conditions of any Award granted to employees, directors and consultants outside the United States to comply with Applicable Law (including, without limitation, applicable foreign laws or listing requirements of any foreign securities exchange); (ii) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Section 3; and (iii) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any foreign securities exchange. | | (f) Annual Compensation Limitations for Non-Employee Directors. Beginning with the first fiscal year following the fiscal year in which the Effective Date occurs, the aggregate amount of equity and cash compensation (collectively “Compensation”) payable to a Non-Employee Director with respect to a fiscal year, whether under the Plan or otherwise, for services as a Non-Employee Director, shall not exceed $800,000 (the “Director Limit”). Equity incentive awards shall be counted towards the Director Limit in the fiscal year in which they are granted, based on the grant date fair value of such awards for financial reporting purposes (but excluding the impact of estimated forfeitures related to service-based vesting provisions). Cash fees shall be counted towards the Director Limit in the fiscal year for which they are reported as compensation in the Company’s director compensation disclosures pursuant to Item 402 of Regulation S-K under the Securities Act, or a successor provision. The Director Limit shall not apply to (i) Compensation earned by a Non-Employee Director solely in the Participant’s capacity as chairperson of the Board or lead independent director; (ii) Compensation earned with respect to services a Non-Employee Director provides in a capacity other than as a Non-Employee Director, such as an advisor or consultant to the Company; and (iii) Compensation awarded by the Board to a Non-Employee Director in extraordinary circumstances, as determined by the Board in its discretion, in each case provided that the Non-Employee Director receiving such additional Compensation does not participate in the decision to award such Compensation. |

  168. (as amended by the 2023 Plan Amendment)

    SECTION 5. Options. Options granted under the Plan may be of two types: (i) Incentive Stock Options or (ii) Non-Qualified Stock Options. The Award Agreement shall state whether such grant is an Incentive Stock Option or a Non-Qualified Stock Option. The Award Agreement evidencing any Option will incorporate the following terms and conditions and will contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee deems appropriate in its discretion:

  169. (as amended by the 2023 Plan Amendment)

    | (a) Option Price. The exercise price per Share under an Option will be determined by the Committee and will not be less than 100% of the Fair Market Value on the date of the grant. However, any Incentive Stock Option granted to any Participant who, at the time the Option is granted, owns, either directly and/or within the meaning of the attribution rules contained in Section 424(d) of the Code, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, will have an exercise price per Share of not less than 110% of Fair Market Value on the date of the grant. | | (b) Option Term. The term of each Option will be fixed by the Committee, but no Option will be exercisable more than 10 years after the date the Option is granted. However, any Incentive Stock Option granted to any Participant who, at the time such Option is granted, owns, either directly and/or within the meaning of the attribution rules contained in Section 424(d) of the Code, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, may not have a term of more than 5 years. No Option may be exercised by any Person after the expiration of the term of the Option. | | (c) Exercisability. Options will vest and be exercisable at such time or times and subject to such terms and conditions as determined by the Committee. Such terms and conditions may include the continued employment or service of the Participant, the attainment of specified individual or corporate goals, or such other factors as the Committee may determine in its discretion (the “Vesting Conditions”). The Committee may provide in the terms of an Award Agreement that the Participant may exercise the unvested portion of an Option in whole or in part in exchange for shares of Restricted Stock subject to the same vesting terms as the portion of the Option so exercised. Restricted Stock acquired upon the exercise of an unvested Option shall be subject to such additional terms and conditions as determined by the Committee. | | (d) Method of Exercise. Subject to the terms of the applicable Award Agreement, the exercisability provisions of Section 5(c) and the termination provisions of Section 7, Options may be exercised in whole or in part from time to time during their term by the delivery of written notice to the Company specifying the number of Shares to be purchased. Such notice will be accompanied by payment in full of the purchase price and any taxes required to be withheld in connection with such exercise, either by certified or bank check, or such other means as the Committee may accept. The Committee may, in its discretion, permit payment of the exercise price of an Option in the form of previously acquired Shares based on the fair market value of the Shares on the date the Option is exercised or through means of a “net settlement,” whereby the Option exercise price will not be due in cash and where the number of Shares issued upon such exercise will be equal to: (A) the product of (i) the number of Shares as to which the Option is then being exercised, and (ii) the excess, if any, of (a) the then current fair market value over (b) the Option exercise price, divided by (B) the then current fair market value. |

  170. (as amended by the 2023 Plan Amendment)

    | (e) Incentive Stock Option Limitations. In the case of an Incentive Stock Option, the aggregate Fair Market Value (determined as of the time of grant) of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year under the Plan and/or any other plan of the Company, its Parent or any Subsidiary, will not exceed $100,000. For purposes of applying the foregoing limitation, Incentive Stock Options will be taken into account in the order granted. To the extent any Option does not meet such limitation, that Option will be treated for all purposes as a Non-Qualified Stock Option. | | (f) Automatic Exercise. Immediately before the time that any vested and exercisable Option is scheduled to expire in accordance with the terms and conditions of the Plan and the applicable Award Agreement, such Option shall be deemed automatically exercised subject to the following conditions: |

  171. (as amended by the 2023 Plan Amendment)

    | SECTION 6. Stock Appreciation Right. Subject to the other terms of the Plan, the Committee may grant Stock Appreciation Rights to eligible individuals. Each Stock Appreciation Right shall represent the right to receive, upon exercise, an amount equal to the number of Shares subject to the Award that is being exercised multiplied by the excess of (i) the Fair Market Value on the date the Award is exercised, over (ii) the base price specified in the applicable Award Agreement. Distributions may be made in cash, Shares, or a combination of both, at the discretion of the Committee. The Committee may impose one or more Vesting Conditions on Stock Appreciation Rights. The Award Agreement evidencing each Stock Appreciation Right shall indicate the base price, the term and the Vesting Conditions for such Award. A Stock Appreciation Right base price may never be less than the Fair Market Value of the underlying Share on the date of grant of such Stock Appreciation Right. The term of each Stock Appreciation Right will be fixed by the Committee, but no Stock Appreciation Right will be exercisable more than 10 years after the date the Stock Appreciation Right is granted. Subject to the terms and conditions of the applicable Award Agreement, Stock Appreciation Rights may be exercised in whole or in part from time to time during their term by the delivery of written notice to the Company specifying the portion of the Award to be exercised. Unless otherwise specified in the applicable Award Agreement or as otherwise provided by the Committee at or after the time of grant, Stock Appreciation Rights will be subject to the terms of Section 7 with respect to exercise upon or following termination of employment or other service. |

  172. (as amended by the 2023 Plan Amendment)

    | (a) Issuance. Restricted Stock may be issued either alone or in conjunction with other Awards. The Committee will determine the time or times within which Restricted Stock may be subject to forfeiture, and all other conditions of such Awards. The purchase price for Restricted Stock may, but need not, be zero. | | (b) Certificates. Upon the Award of Restricted Stock, the Committee may direct that a certificate or certificates representing the number of Shares subject to such Award be issued to the Participant or placed in a restricted stock account (including an electronic account) with the transfer agent and in either case designating the Participant as the registered owner. The certificate(s), if any, representing such shares shall be physically or electronically legended, as applicable, as to sale, transfer, assignment, pledge or other encumbrances during the Restriction Period (as defined below). If physical certificates are issued, they will be held in escrow by the Company or its designee during the Restriction Period. As a condition to any Award of Restricted Stock, the Participant may be required to deliver to the Company a share power, endorsed in blank, relating to the Shares covered by such Award. | | (c) Restrictions and Conditions. The Award Agreement evidencing the grant of any Restricted Stock will incorporate the following terms and conditions and such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee deems appropriate in its discretion: |

  173. (as amended by the 2023 Plan Amendment)

    | (i) | During a period commencing with the date of an Award of Restricted Stock and ending at such time or times as specified by the Committee (the “Restriction Period”), the Participant will not be permitted to sell, transfer, pledge, assign or otherwise encumber Restricted Stock awarded under the Plan. The Committee may condition the lapse of restrictions on Restricted Stock upon one or more Vesting Conditions. | | (ii) | While any Share of Restricted Stock remains subject to restriction, the Participant will have, with respect to the Restricted Stock, the right to vote the Share. | | (iii) | Subject to the provisions of the applicable Award Agreement or as otherwise determined by the Committee, if the Participant’s service with the Company and its Affiliates terminates prior to the expiration of the applicable Restriction Period, the Participant’s Restricted Stock that then remains subject to forfeiture will then be forfeited automatically. |

  174. (as amended by the 2023 Plan Amendment)

    SECTION 9. Restricted Stock Units. Subject to the other terms of the Plan, the Committee may grant Restricted Stock Units to eligible individuals and may impose one or more Vesting Conditions on such units. Each Restricted Stock Unit will represent a right to receive from the Company, upon fulfillment of any applicable conditions, an amount equal to the Fair Market Value (at the time of the distribution). Payment in respect of a Restricted Stock Unit Award may be made in cash, Shares or both, at the discretion of the Committee. The Award Agreement evidencing a grant of Restricted Stock Units shall set forth the Vesting Conditions, and time and form of payment with respect to such Award. The Participant shall not have any stockholder rights with respect to the Shares subject to a Restricted Stock Unit Award until that Award vests and the Shares are actually issued thereunder. Subject to the provisions of the applicable Award Agreement or as otherwise determined by the Committee, if the Participant’s service with the Company terminates prior to the Restricted Stock Unit Award vesting in full, any portion of the Participant’s Restricted Stock Units that then remain subject to forfeiture will then be forfeited automatically. SECTION 10. Other Stock-Based Awards. Subject to the other terms of the Plan, the Committee may grant Other Stock-Based Awards (including Awards to receive unrestricted Shares, or Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to Shares) either alone or in conjunction with other Awards under the Plan. Subject to Applicable Law, Other Stock-Based Awards may be granted in lieu of other compensation to which the Participant is entitled from the Company. The Committee shall establish the terms and conditions of Other Stock-Based Awards in its discretion, including Vesting Conditions (if any). Payment in respect of an Other Stock-Based Award may be made in cash, Shares or both, at the discretion of the Committee. SECTION 11. Phantom Stock Units. Each Phantom Stock Unit represents the right to receive one Share at a specified time. Each Participant who has an employment agreement with the Company or a Subsidiary that provides for the award of Phantom Stock Units shall be granted the number of Phantom Stock Units specified in such Participant’s employment agreement, as of the date or dates specified in such employment agreement. Subject to the Participant’s employment agreement, the Company may impose one or more Vesting Conditions on such units. The Award Agreement evidencing a grant of Phantom Stock Units shall set forth the Vesting Conditions, settlement date(s) for the units, and such other terms as determined by the Committee.

  175. (as amended by the 2023 Plan Amendment)

    | (a) No cash distribution or dividend equivalent rights will be payable with respect to Options or Stock Appreciation Rights; | | (b) Cash distributions or dividends that become payable with respect to a Share of Restricted Stock while it remains subject to restriction will be subjected to the same Restriction Period as is applicable to the Restricted Stock with respect to which such amounts are paid, or, if the Committee so determines, reinvested in additional Restricted Stock to the extent Shares are available under Section 3(a) of the Plan, which additional Restricted Stock shall also be subjected to the same Restriction Period; and | | (c) An Award Agreement for Restricted Stock Units, an Other Stock-Based Award or a Phantom Stock Unit Award may provide for the inclusion of dividend equivalent rights entitling a Participant to payments or credits equal to the cash dividends that would otherwise have been paid with respect to the Shares subject to an Award, had such Shares been outstanding. The Committee may provide that such dividend equivalent rights will be paid or credited in cash or paid or credited in Shares (based on the Fair Market Value on the dividend payment date). Any such dividend equivalent payments or credits shall be subject to the same Vesting Conditions as the underlying Award (or portion thereof) to which they relate. |

  176. (as amended by the 2023 Plan Amendment)

    | SECTION 16. Consequences of a Change in Control. |

  177. (as amended by the 2023 Plan Amendment)

    | (i) To the extent such Awards are assumed, converted or replaced by the resulting entity in the Change in Control, and within two years after the date of the Change in Control, the Participant’s service is terminated by the Company (or the resulting entity in the Change in Control) without Cause, then (x) all time-based Vesting Conditions shall be deemed fulfilled, and (y) performance-based Vesting Conditions shall be deemed fulfilled at the greater of the “target” performance level or the “actual” level of achievement through the Participant’s termination date (or other reasonably proximate date selected by the Committee based on the availability of relevant data), as determined by the Committee in its discretion, subject to the execution of a general release of claims in a form prescribed by the Company (which release becomes irrevocable in accordance with its terms). | | (ii) To the extent such Awards are not assumed, converted or replaced by the resulting entity in the Change in Control, then upon the Change in Control, (x) all time-based Vesting Conditions shall be deemed fulfilled, and (y) performance-based Vesting Conditions shall be deemed fulfilled at the greater of the “target” performance level or the “actual” level of achievement through the Change in Control (or other reasonably proximate date selected by the Committee based on the availability of relevant data), as determined by the Committee in its discretion. |

  178. 2023 Long-Term Incentive Plan

    2023 Long-Term Incentive Plan

  179. Sub-Plan For Israeli Participants

    | 5.1 | Trustee 102 Awards which shall be granted under this Sub-Plan and/or any Shares allocated or issued upon the grant, vesting or exercise of a Trustee 102 Award and/or other Shares received following any realization of rights under the Plan, shall be allocated or issued to the Trustee or controlled by the Trustee, for the benefit of the Approved Israeli Participants, in accordance with the provisions of Section 102. In the event the requirements for Trustee 102 Awards are not met, the Trustee 102 Awards may be regarded as Non-Trustee 102 Awards or as Awards which are not subject to Section 102, all in accordance with the provisions of Section 102. | | 5.2 | With respect to any Trustee 102 Award, subject to the provisions of Section 102, an Approved Israeli Participant shall not sell or release from trust any Shares received upon the grant, vesting or exercise of a Trustee 102 Award and/or any Shares received following any realization of rights, including, without limitation, stock dividends, under the Plan at least until the lapse of the period of time required under Section 102 or any shorter period of time determined by the ITA (the “Holding Period”). Notwithstanding the foregoing, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 shall apply to and shall be borne by such Approved Israeli Participant. | | 5.3 | Notwithstanding anything to the contrary, the Trustee shall not release or sell any Shares allocated or issued upon the grant, vesting or exercise of a Trustee 102 Award unless the Company, the Employer and the Trustee are satisfied that the full amounts of any Tax due have been paid or will be paid. | | 5.4 | Upon receipt of any Trustee 102 Award, the Approved Israeli Participant will consent to the grant of such Award under Section 102 and undertake to comply with the terms of Section 102 and the trust arrangement between the Company and the Trustee. | | 5.5 | Any Award classified as a Capital Gain Award is meant to comply with the terms and conditions of Section 102 and the requirements of the ITA, therefore it is clarified that at all times the Plan and this Sub-Plan are to be read such that they comply with the requirements of Section 102 and as a consequence, should any provision in the Plan or Sub-Plan disqualify the Plan and/or the Awards granted thereunder from beneficial tax treatment pursuant to the provisions of Section 102 of the Ordinance, such provision shall be considered invalid either permanently or until the Israel Tax Authority provides approval of compliance with Section 102. |

  180. Sub-Plan For Israeli Participants

    | The terms and conditions upon which Awards shall be granted, issued and exercised or vested under this Sub-Plan, shall be specified in an Israeli Award Agreement to be executed pursuant to the Plan and to this Sub-Plan. Each Israeli Award Agreement shall provide, inter alia, the number of Shares to which the Award relates, the type of Award granted thereunder (i.e., a Capital Gain Awards or Ordinary Income Awards or Non-Trustee 102 Award or any Award granted to Unapproved Israeli Participant), and any applicable vesting provisions and exercise price that may be payable. For the avoidance of doubt, it is clarified that there is no obligation for uniformity of treatment of Israeli Participants and that the terms and conditions of Awards granted to Israeli Participants need not be the same with respect to each Israeli Participant (whether or not such Israeli Participants are similarly situated). The grant, vesting and exercise of Awards granted to Israeli Participants shall be subject to the terms and conditions and, with respect to exercise, the method, as may be determined by the Committee (including the provisions of the Plan) and, when applicable, by the Trustee, in accordance with the requirements of Section 102. |

  181. Sub-Plan For Israeli Participants

    | 10.1 | Any tax consequences arising from the grant, purchase, exercise, vesting or sale of any Award issued hereunder, from the payment for or sale of Shares covered thereby or from any other event or act (of the Company, and/or its Affiliates, and the Trustee or the Israeli Participant), hereunder, shall be borne solely by the Israeli Participant. The Company and/or its Affiliates, and/or the Trustee shall withhold Tax according to the requirements of Applicable Laws, rules, and regulations, including withholding taxes at source. Furthermore, the Israeli Participant agrees to indemnify the Company and/or its Affiliates and/or the Trustee and hold them harmless against and from any and all liability for any such Tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such Tax from any payment made to the Israeli Participant. | | 10.2 | The Company and/or, when applicable, the Trustee shall not be required to release any Award or Shares to an Israeli Participant until all required Tax payments have been fully made. | | 10.3 | Awards that do not comply with the requirements of Section 102 shall be subject to tax under Section 3(i) or 2 of the Ordinance. | | 10.4 | With respect to Non-Trustee 102 Awards, if the Israeli Participant ceases to be employed by the Company or any Affiliate, or otherwise if so requested by the Company and/or its Affiliates, the Israeli Participant shall extend to the Company and/or its Affiliates a security or guarantee for the payment of Tax due at the time of the sale of Shares, in accordance with the provisions of Section 102. | | 10.7 | TAX TREATMENT. NOTWITHSTANDING SECTION 5.5 ABOVE, IT IS CLARIFIED THAT THE COMPANY AND ITS AFFILIATES (INCLUDING THE EMPLOYER) DO NOT UNDERTAKE OR ASSUME ANY LIABILITY OR RESPONSIBILITY TO THE EFFECT THAT ANY AWARD SHALL QUALIFY WITH ANY PARTICULAR TAX REGIME OR RULES APPLYING TO PARTICULAR TAX TREATMENT, OR BENEFIT FROM ANY PARTICULAR TAX TREATMENT OR TAX ADVANTAGE OF ANY TYPE AND THE COMPANY AND ITS AFFILIATES (INCLUDING THE EMPLOYER) SHALL BEAR NO LIABILITY IN CONNECTION WITH THE MANNER IN WHICH ANY AWARD IS EVENTUALLY TREATED FOR TAX PURPOSES, REGARDLESS OF WHETHER THE AWARD WAS GRANTED OR WAS INTENDED TO QUALIFY UNDER ANY PARTICULAR TAX REGIME OR TREATMENT. THIS PROVISION SHALL SUPERSEDE ANY DESIGNATION OF AWARDS OR TAX QUALIFICATION INDICATED IN ANY CORPORATE RESOLUTION OR AWARD AGREEMENT, WHICH SHALL AT ALL TIMES BE SUBJECT TO THE REQUIREMENTS OF APPLICABLE LAW. THE COMPANY AND ITS AFFILIATES (INCLUDING THE EMPLOYER) DO NOT UNDERTAKE AND SHALL NOT BE REQUIRED TO TAKE ANY ACTION IN ORDER TO QUALIFY ANY AWARD WITH THE REQUIREMENTS OF ANY PARTICULAR TAX TREATMENT AND NO INDICATION IN ANY DOCUMENT TO THE EFFECT THAT ANY AWARD IS INTENDED TO QUALIFY FOR ANY TAX TREATMENT SHALL IMPLY SUCH AN UNDERTAKING. NO ASSURANCE IS MADE BY THE COMPANY AND ANY OF ITS AFFILIATES (INCLUDING THE EMPLOYER) THAT ANY PARTICULAR TAX TREATMENT ON THE DATE OF GRANT WILL CONTINUE TO EXIST OR THAT THE AWARD WILL QUALIFY AT THE TIME OF VESTING, EXERCISE OR DISPOSITION THEREOF WITH ANY PARTICULAR TAX TREATMENT. THE COMPANY AND ITS AFFILIATES (INCLUDING THE EMPLOYER) SHALL NOT HAVE ANY LIABILITY OR OBLIGATION OF ANY NATURE IN THE EVENT THAT AN AWARD DOES NOT QUALIFY FOR ANY PARTICULAR TAX TREATMENT, REGARDLESS OF WHETHER THE COMPANY OR ITS AFFILIATES (INCLUDING THE EMPLOYER) COULD HAVE TAKEN ANY ACTION TO CAUSE SUCH QUALIFICATION TO BE MET AND SUCH QUALIFICATION REMAINS AT ALL TIMES AND UNDER ALL CIRCUMSTANCES AT THE RISK OF THE ISRAELI PARTICIPANT. THE COMPANY AND ITS AFFILIATES (INCLUDING THE EMPLOYER) DO NOT UNDERTAKE OR ASSUME ANY LIABILITY TO CONTEST A DETERMINATION OR INTERPRETATION (WHETHER WRITTEN OR UNWRITTEN) OF ANY TAX AUTHORITY, INCLUDING IN RESPECT OF THE QUALIFICATION UNDER ANY PARTICULAR TAX REGIME OR RULES APPLYING TO PARTICULAR TAX TREATMENT. AWARDS THAT DO NOT QUALIFY UNDER ANY PARTICULAR TAX TREATMENT COULD RESULT IN ADVERSE TAX CONSEQUENCES TO THE ISRAELI PARTICIPANT. |

  182. 2023 Long-Term Incentive Plan

    2023 Long-Term Incentive Plan

  183. French Sub-Plan for Restricted Stock Units

    French Sub-Plan for Restricted Stock Units

  184. (as adopted by the Compensation Committee of the Board of Directors on March 24, 2023)

    | 1. | Introduction. | | | The Board of Directors (the “Board”) of Vishay Intertechnology, Inc. (the “Company”) has established the Vishay Intertechnology, Inc. 2023 Long-Term Incentive Plan, (the “U.S. Plan”) for the benefit of certain employees of the Company and its affiliated companies (each, an “Affiliate” as defined in the U.S. Plan), including its French affiliate(s) and branch(es) of its affiliate(s) (each, a “French Entity”), of which the Company holds directly or indirectly at least 50% of the share capital. | | | Section 3(e) of the U.S. Plan specifically authorizes a committee designated by the Board (the “Committee”) to adopt such modifications, procedures and sub-plans as may be necessary or advisable under the laws of foreign countries in which the Company or its Subsidiaries may operate. | | | The Committee has determined that it is advisable to establish a sub-plan for the purpose of permitting restricted stock units granted to employees or officers of a French Entity to qualify for the specific tax and social security treatment available for such grants in France. The Committee, therefore, intends to establish a sub-plan of the U.S. Plan for the purpose of granting restricted stock units which qualify for the specific tax and social security treatment in France applicable to shares granted for no consideration under the Sections L. 225-197-1 to L. 225-197-5 and Sections L. 22-10-59 and L. 22-10-60 of the French Commercial Code, as amended (“French-Qualified Restricted Stock Units”), to (i) qualifying employees as defined in the U.S. Plan and (ii) officers of a French Entity who are resident in France for French tax purposes and/or subject to the French social security regime, who are also eligible to receive grants under the U.S. Plan (together, the “French Participants”). | | | The terms of the U.S. Plan applicable to Restricted Stock Units, shall, subject to the modifications set forth in this French Sub-Plan for Restricted Stock Units (the “French RSU Sub-Plan”), constitute the terms applicable for the grant of Restricted Stock Units to employees or officers in France. | | | Under the French RSU Sub-Plan, the French participants will be granted Restricted Stock Units only as defined in Section 2 hereunder. The provisions of Section 5 of the U.S. Plan permitting the grant of stock options are not applicable to grants made under this French RSU Sub-Plan. The grant of Restricted Stock Units is authorized under Section 9 of the U.S. Plan, which provides for the grant of stock awards. |

  185. (as adopted by the Compensation Committee of the Board of Directors on March 24, 2023)

    | (a) Closed Period. | | The term “Closed Period” shall mean a closed period as set forth by Section L. 22-10-59 of the French Commercial Code, as amended, and further described in Section 8 of this French RSU Sub-Plan. | | (b) Disability. | | The term “Disability” shall mean disability as determined in categories 2 and 3 under Section L. 341-4 of the French Social Security Code, as amended, and subject to the fulfillment of related conditions. | | (c) Grant Date. | | The term “Grant Date” shall be the date on which the Committee both (1) designates the French Participants, and (2) specifies the terms and conditions of the Restricted Stock Units, including the number of Shares to be issued at a future date, the conditions for the vesting of the Restricted Stock Units, the conditions for the issuance of the Shares underlying the Restricted Stock Units by the Company, if any, and the conditions for the transferability of the Shares once issued, if any. |

  186. (as adopted by the Compensation Committee of the Board of Directors on March 24, 2023)

    | (d) Restricted Stock Unit. | | The term “Restricted Stock Unit” shall mean a promise by the Company to issue Shares to the holder of the Restricted Stock Unit in the future, subject to specific terms and conditions, restrictions and vesting requirements (including time-based vesting requirements and/or performance-based vesting requirements). Notwithstanding any provision in the U.S. Plan to the contrary and except in the case of death, Restricted Stock Units cannot be transferred to any third party as set forth in Section 5. | | (e) Vest Date. | | The term “Vest Date” shall mean the date on which the Shares underlying the Restricted Stock Units become non-forfeitable. Such Vest Date or Vest Dates shall be set forth in the Global Restricted Stock Unit Award Agreement in substantially the form approved by the Committee; however, no such date may occur prior to the expiration of the minimum mandatory period applicable to French-Qualified Restricted Stock Units under Section L. 225-197-1 of the French Commercial Code, as amended and applicable as of the Grant Date of the French Qualified Restricted Stock Units. |

  187. (as adopted by the Compensation Committee of the Board of Directors on March 24, 2023)

    | (a) Subject to Section 3(c) below, any French Participant who, on the Grant Date of the Restricted Stock Units and to the extent required under French law, is either employed under the terms and conditions of an employment contract with a French Entity (“contrat de travail”) or who serves as the Président du Conseil d’Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, or Gérant de Sociétés par actions (i.e., president, general manager, deputed manager, member of the subsidiary board or manager of an equity partnership) of a French Entity, shall be eligible to receive, at the discretion of the Committee, Restricted Stock Units under this French RSU Sub-Plan, provided that he or she also satisfies the eligibility conditions of Section 4 of the U.S. Plan. | | (b) French-Qualified Restricted Stock Units may not be issued to a corporate officer of a French Entity, other than an individual serving as the Président du Conseil d’Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, or Gérant de Sociétés par actions (i.e. president, general manager, deputed manager, member of the subsidiary board or manager of an equity partnership), unless the corporate officer is an employee of a French Entity, as defined by French law. | | (c) French-Qualified Restricted Stock Units may not be issued under this French RSU Sub-Plan to French participants owning more than ten percent (10%) of the Company’s share capital or to individuals other than French Participants. |

  188. (as adopted by the Compensation Committee of the Board of Directors on March 24, 2023)

    | 4. | Conditions of the Restricted Stock Units. |

  189. (as adopted by the Compensation Committee of the Board of Directors on March 24, 2023)

    | (a) Vesting of Restricted Stock Units. | | No Restricted Stock Unit shall vest unless the holder of the Restricted Stock Unit is an employee of the Company or any Subsidiary on the Vest Date. The first Vest Date of French-Qualified Restricted Stock Units shall not occur prior to the expiration of the minimum mandatory vesting period applicable to French-Qualified Restricted Stock Units under Section L. 225-197-1 of the French Commercial Code, as amended. |

  190. (as adopted by the Compensation Committee of the Board of Directors on March 24, 2023)

    | (b) Holding and Sale of Shares Issued Upon Conversion of French-Qualified Restricted Stock Units. | | The Shares issued pursuant to the French-Qualified Restricted Stock Units may be subject to a minimum holding period, as calculated from the Vest Date, that may be provided for in the Restricted Stock Unit Award Agreement, which may be required to comply with the minimum mandatory holding period applicable to French-Qualified Restricted Stock Units, if required under Section L. 225-197-1 of the French Commercial Code, as amended, even if the French Participant is no longer an employee or serves as a Président du Conseil d’Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, or Gérant de Sociétés par actions (i.e. president, general manager, deputed manager, member of the subsidiary board or manager of an equity partnership) of a French Entity. In addition, as set forth in Section 8 of this French RSU Sub-Plan, the Shares issued pursuant to French-Qualified Restricted Stock Units may not be sold during certain Closed Periods as provided for by Section L. 22-10-59 of the French Commercial Code as amended, as long as such Closed Periods are applicable to the sale or transfer of Shares subject to French-qualified Restricted Stock Units. Further, to the extent required under French law, the Committee may set a holding period for a specific percentage of the Shares underlying the French-Qualified Restricted Stock Units for the French Participants who are a Président du Conseil d’Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, or Gérant de Sociétés par actions (i.e. president, general manager, deputed manager, member of the subsidiary board or manager of an equity partnership) or a similar position of the Company, if they are granted in this capacity. | | (c) French Participant's Account. | | To the extent required to benefit from the French specific tax and social security regime, the Shares issued to the French Participant pursuant to the French-Qualified Restricted Stock Units shall be recorded in an account in the name of the French Participant with the Company, the transfer agent for the Company’s Shares or a broker or in such other manner as the Company may otherwise determine in order to ensure compliance with applicable French law. |

  191. (as adopted by the Compensation Committee of the Board of Directors on March 24, 2023)

    | 5. | Non-Transferability of Restricted Stock Units. | | | Restricted Stock Units may not be transferred to any third party, other than by will or by the applicable laws of descent and distribution. In addition, the Restricted Stock Units will vest only to the benefit of the French Participants during the lifetime of the French Participants. |

  192. (as adopted by the Compensation Committee of the Board of Directors on March 24, 2023)

    | 6. | Adjustments and Change in Control. | | | In the event of an adjustment in the shares of the Company as set forth in Section 14 of the U.S. Plan or in the event of a Corporate Transaction as set forth in Sections 15 and 16 of the U.S. Plan, adjustments to the terms and conditions of the French-Qualified Restricted Stock Units or underlying Shares may be made only in accordance with the U.S. Plan and pursuant to applicable French legal, tax, and social security Code Sections including as set forth in Section L. 225-197-1 of the French Commercial Code, or if authorized pursuant to French tax and social security guidelines applicable at the date of the adjustment. Nevertheless, the Board or the Committee, at its discretion and subject to the U.S. Plan rules, may determine to make adjustments in the case of a transaction for which adjustments are not authorized under French law, in which case the Restricted Stock Units may no longer qualify as French-Qualified Restricted Stock Units. |

  193. (as adopted by the Compensation Committee of the Board of Directors on March 24, 2023)

    | 8. | Closed Periods. | | | Shares issued pursuant to conversion of French-Qualified Restricted Stock Units may not be sold by any shareholder during a Closed Period, so long as and to the extent such Closed Periods are applicable to French-Qualified Restricted Stock Units granted by non-French issuing companies. |

  194. (as adopted by the Compensation Committee of the Board of Directors on March 24, 2023)

    | 9. | Disqualification of French-Qualified Restricted Stock Units. | | | If the Restricted Stock Units or the underlying shares are otherwise modified or adjusted in a manner in keeping with the terms of the U.S. Plan or as mandated as a matter of law and the modification or adjustment is contrary to the terms and conditions of this French RSU Sub-Plan, the Restricted Stock Units may no longer qualify as French-Qualified Restricted Stock Units. If the Restricted Stock Units no longer qualify as French-Qualified Restricted Stock Units, the Committee may, provided it is authorized to do so under the U.S. Plan, determine to lift, shorten or terminate certain restrictions applicable to the vesting of the Restricted Stock Units or the sale of Shares which may have been imposed under this French RSU Sub-Plan or in the agreement representing the Restricted Stock Units. In the event that any Restricted Stock Units no longer qualify as French-Qualified Restricted Stock Units, the holder of such Restricted Stock Units shall be ultimately liable and responsible for all taxes and/or social security contributions that he or she is legally required to pay in connection with such Restricted Stock Units. |

  195. (as adopted by the Compensation Committee of the Board of Directors on March 24, 2023)

    | 10. | Interpretation. | | | It is intended that Restricted Stock Units granted under this French RSU Sub-Plan shall qualify for the specific tax and social security treatment applicable to Restricted Stock Units granted under Sections L. 225-197-1 to L. 225-197-5 and Sections L. 22-10-59 and L. 22-10-60 of the French Commercial Code, as amended, and in accordance with the relevant provisions set forth by French tax and social security laws. The terms of this French RSU Sub-Plan shall be interpreted accordingly and in accordance with the relevant guidelines published by French tax and social security administrations and subject to the fulfillment of certain legal, tax and reporting obligations, if applicable. However, certain corporate transactions may impact the qualification of the Restricted Stock Units and the underlying shares for the specific regime in France. |

  196. (as adopted by the Compensation Committee of the Board of Directors on March 24, 2023)

    | 11. | Settlement of Restricted Stock Units. | | | Notwithstanding any provision of Sections 9 and 13(c) of the U.S. Plan, (a) no dividend equivalents or other payments will be made in respect of the Restricted Stock Units prior to the vesting of the Restricted Stock Units and (b) the Restricted Stock Units will only be settled in Shares and will not be settled in cash. |

  197. (as adopted by the Compensation Committee of the Board of Directors on March 24, 2023)

    | 12. | Employment Rights. | | | The adoption of this French RSU Sub-Plan shall not confer upon the French Participants, or any employees of a French Entity, any employment rights and shall not be construed as part of any employment contracts that a French Entity has with its employees. |

  198. (as adopted by the Compensation Committee of the Board of Directors on March 24, 2023)

    | 14. | Language. | | | If the U.S. Plan, this French RSU Sub-Plan or any other document related thereto or to any Award granted hereunder is translated into a language other than English and if the translated version is different than the English version, the English version will control. |

  199. (as adopted by the Compensation Committee of the Board of Directors on March 24, 2023)

    | 15. | Amendments. | | | Subject to the terms of the U.S. Plan, the Committee reserves the right to amend, suspend or terminate the French RSU Sub-Plan at any time, without any retroactive effect. |

  200. (as adopted by the Compensation Committee of the Board of Directors on March 24, 2023)

    | 16. | Effective Date. | | | This French RSU Sub-Plan was adopted by the Compensation Committee of the Board of Directors of the Company on March 24, 2023 and shareholder approval by the Company's shareholders of the U.S. Plan and this French RSU Sub-Plan was obtained on May 23, 2023. This French RSU Sub-Plan becomes effective following shareholder approval. |