COMPENSATION OF OFFICERS AND DIRECTORS
The following table shows, as to (i) the Chief Executive Officer at December 31,
1998, (ii) the former Chief Executive Officer, (iii) each of the four other most
highly compensated executive officers and (iv) two other former executive
officers (collectively, the "Named Executive Officers"), information concerning
compensation paid for services to the Company in all capacities during the
fiscal year ended December 31, 1998, as well as the total compensation paid to
each such individual for the Company's previous two fiscal years (if such person
was the Chief Executive Officer or an executive officer, as the case may be,
during any part of such fiscal year).
Summary Compensation Table
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Long Term
Annual Compensation Compensation
------------------- ------------
Name and Other Annual All Other
Principal Position Year Salary Bonus Compensation LTIP Payouts Compensation(1)
------------------ ----- ------ ----- ------------ ------------ ---------------
King Owyang 1998 $355,386 $221,892 $ 167,087(3) $123,300 $11,099
Executive Vice 1997 $332,316 $449,919 $ 286,411(4) $ 82,500 $23,474
President(2) 1996 $324,011 $173,895 $ 171,172(5) $ 76,200 $18,884
Richard J. Kulle 1998 $143,820 $254,097 $1,924,185(7) $194,438 -0-
President and Chief 1997 $563,921(8) $826,675 $ 362,727(9) $186,375 $23,474
Executive Officer(6) 1996 $400,456 $226,005 $ 195,198(10) $160,125 $18,884
Mike Chang 1998 $226,561 $124,695 $ 81,151(12) $ 71,060 $10,799
Executive Vice
President(11)
Jens Meyerhoff 1998 $159,621 $ 79,175 $ 25,419(14) $ 8,287 $10,702
Senior Vice
President and Chief
Financial Officer(13)
Hamza Yilmaz 1998 $233,699 $125,166 $ 64,139(16) $ 66,818 $11,099
Senior Vice
President(15)
John Cox 1998 $283,688 0 (18) 0 $ 4,913
Vice President, 1997 $244,125 0 (18) 0 0
Worldwide Environmental
Health & Safety Affairs(17)
G. Thomas Simmons 1998 $ 60,448 $ 98,821 $ 761,579(20) $ 72,247 $ 1,386
Former Vice President, 1997 $280,390 $ 435,286 $ 163,294(21) $ 67,500 $23,474
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Marketing(19) 1996 $271,487 $146,526 $ 122,203(22) $ 50,625 $19,856
Jurgen Biehn 1998 $ 75,549 $ 26,445 $ 833,387(24) $ 61,606 $ 1,386
Former Chief Financial 1997 $262,338 $206,899 $ 89,322(25) $ 68,799 $18,674
Officer(23) 1996 $253,677 $169,739 $ 162,272(26) $ 66,210 $ 2,700
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(1)The Company does not have any stock option or stock purchase plans, although
options to purchase Vishay stock were issued to certain executive officers under
the Vishay Intertechnology 1998 Stock Option Program. See "Options Granted
During Fiscal 1998" below. All Other Compensation includes Company contributions
to the individuals' respective Tax Deferred Savings Plan and Profit Sharing Plan
accounts, and payment by the Company of group term life insurance premiums on
their behalf. In 1998 these amounts were--Owyang: TDSP, $4,800; PSP, $4,913;
insurance, $1,386; Chang; TDSP, $4,500; PSP, $4,913; insurance, $1,386;
Meyerhoff: TDSP, $4,418; PSP, $4,898; insurance, $1,386; Yilmaz: TDSP, $4,800;
PSP, $4,913; insurance, $1,386; Cox: PSP, $4,913; Simmons: insurance, $1,386;
and Biehn: insurance, $1,386.
(2)Dr. Owyang became President and Chief Executive Officer in March 1998. Prior
to that he served as Executive Vice President.
(3)This amount includes $150,000 of forgiven real estate loans.
(4)This amount includes $180,000 of forgiven real estate loans and $97,801 paid
for reimbursement of income taxes attributable to certain employee benefits
received in 1997.
(5)This amount includes $50,364 paid for reimbursement of income taxes
attributable to certain employee benefits received in 1996 and $80,000 of
forgiven real estate loans.
(6)Mr. Kulle resigned from all positions with the Company in March 1998.
(7)This amount includes severance payments of $1,647,172.
(8)This amount includes $132,958 of compensation for accrued but unused vacation
time.
(9)This amount includes $160,000 of forgiven real estate loans and
$158,387 paid for reimbursement of income taxes attributable to certain employee
benefits received in 1997.
(10)This amount includes $60,629 paid for reimbursement of income taxes
attributable to certain employee benefits received in 1996.
(11)Dr. Chang became Executive Vice President in October 1998. Prior to that he
served as Senior Director, Worldwide Fab Operations.
(12)This amount includes $50,000 of a forgiven real estate loan.
(13)Mr. Meyerhoff became Senior Vice President and Chief Financial Officer in
September 1998. Prior to that he served as Senior Director and Corporate
Controller.
(14)This amount includes $15,000 of a forgiven loan.
(15)Dr. Yilmaz became Senior Vice President in October 1998. Prior to that he
served as Vice President and head of the Power MOS Business Unit.
(16)This amount includes $40,000 of a forgiven real estate loan.
(17)Mr. Cox joined the Company in April 1997.
(18)Other Annual Compensation includes amounts paid for car allowances,
reimbursement of certain medical expenses and income taxes, and other personal
benefits. In these cases, the amounts totaled less than the lesser of (i) 10% of
each officer's salary plus bonus for the year or (ii) $50,000.
(19)Mr. Simmons resigned from all positions with the Company in March 1998.
(20)This amount includes a severance payment of $751,869.
(21)This amount includes $90,000 of forgiven real estate loans and $53,098 paid
for reimbursement of income taxes attributable to certain employee benefits
received in 1997.
(22)This amount includes $60,000 for a forgiven real estate loan and $37,735
paid for reimbursement of income taxes attributable to certain employee benefits
received in 1996.
(23)Mr. Biehn resigned from all positions with the Company in April 1998.
(24)This amount includes a severance payment of $669,195.
(25)This amount includes $30,000 of forgiven real estate loans, $25,180 paid for
reimbursement of income taxes attributable to certain employee benefits received
in 1997 and $24,242 paid for reimbursement of children's education expenses.
(26)This amount includes $60,000 for a forgiven real estate loan and $41,322
paid for reimbursement of income taxes attributable to certain employee benefits
received in 1996.
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The Company's long-term incentive plan (the Key Professional Performance Unit
Plan) was terminated by the Board of Directors effective December 31, 1998; no
awards were granted under the Plan in the fiscal year then ended and none will
be granted in the future. The amounts shown for Long Term Compensation in the
Summary Compensation Table above reflect awards made for the 1996-1998 Plan
period as well as pro rata awards for the 1997-1999 and 1998-2000 Plan periods,
reflecting termination of the Plan prior to the end of these Plan periods.
Participation in the Key Professional Performance Unit Plan was limited to
certain key employees who were expected to have a substantial opportunity to
influence the performance of the Company. The Plan provided for cash bonuses to
be paid to the participants. The amount paid to any participant in the Plan was
a measure of the extent to which specified corporate objectives were achieved
over a three-year period, beginning in the year in which the award of
performance units was made. The corporate objectives consisted of the attainment
of goals relating to one or more of the following performance measures: (1)
bookings, (2) revenues, (3) earnings before taxes, (4) return on net assets, (5)
return on equity, (6) stockholder return and (7) net revenue per employee. The
Compensation Committee determined the target level of performance to be achieved
with respect to each performance goal in order for that performance goal to be
considered attained.
Options Granted During Fiscal 1998
----------------------------------
The following table summarizes the grants of options made to the Named
Executive Officers by Vishay to purchase Vishay's Common Stock in the fiscal
year ended December 31, 1998.
Percent of Potential Realizable
Total Options Value after Ten Years
Granted to Assuming Annual
Number of Siliconix Appreciation of
Options Employees in Exercise Expiration Vishay Stock Price of
Name Granted Fiscal Year Price Date 5% 10%
---- ------- ----------- --------- ------- -----------------------
King Owyang 12,000 12.9% $10.50 10/05/08 $79,200 $200,760
Richard J. Kulle 0 -- -- -- -- --
Mike Chang 6,000 6.5% $10.50 10/05/08 $39,600 $100,380
Jens Meyerhoff 6,000 6.5% $10.50 10/05/08 $39,600 $100,380
Hamza Yilmaz 6,000 6.5% $10.50 10/05/08 $39,600 $100,380
John Cox 0 -- -- -- -- --
G. Thomas Simmons 0 -- -- -- -- --
Jurgen Biehn 0 -- -- -- -- --
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Option Exercises and Fiscal 1998 Year-End Values
------------------------------------------------
The following table shows, as to the Named Executive Officers, information
concerning the number and value of the stock options held by those persons at
December 31, 1998. No options were exercised during the fiscal year ended
December 31, 1998.
Value of Value of
Number of Number of Unexercised Unexercised
Unexercised Unexercised Exercisable Unexercisable
Exercisable Unexercisable In-the-Money In-the-Money
Name Options Options Options Options
---- ------- ------- ------- -------
King Owyang 0 12,000 -- $48,000
Richard J. Kulle 0 0 -- --
Mike Chang 0 6,000 -- $24,000
Jens Meyerhoff 0 6,000 -- $24,000
Hamza Yilmaz 0 6,000 -- $24,000
John Cox 0 0 -- --
G. Thomas Simmons 0 0 -- --
Jurgen Biehn 0 0 -- --
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Directors' Compensation
During 1998, the Chairman of the Board received a $3,500 quarterly retainer plus
$1,500 for each directors' meeting attended, and each other non-employee
director received a $2,250 quarterly retainer plus $1,000 for each directors'
meeting attended. The Company reimburses directors who are not employees of the
Company or any affiliated corporation the expenses incurred by them in attending
Board and committee meetings.
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