THIS SEVERANCE AGREEMENT (this “Agreement”), dated as of _________________ is made and entered by and between
CTS Corporation, an Indiana corporation (the “Company”), and ________________ (the “Executive”).
WHEREAS, the Executive is a senior executive or a key employee of the Company or one or more of its Subsidiaries and has
made and is expected to continue to make major contributions to the short- and long-term profitability, growth and financial
strength of the Company;
WHEREAS, the Company recognizes that, as is the case for most publicly held companies, the possibility of a Change in
Control (as defined below) exists;
WHEREAS, the Company desires to assure itself of both present and future continuity of management and desires to establish
certain minimum severance benefits for certain of its senior executives and key employees, including the Executive, applicable in
the event of a Change in Control;
WHEREAS, the Company wishes to ensure that its senior executives and key employees are not practically disabled from
discharging their duties in respect of a proposed or actual transaction involving a Change in Control; and
WHEREAS, the Company desires to provide additional inducement for the Executive to continue to remain in the ongoing
employ of the Company.
NOW, THEREFORE, the Company and the Executive agree as follows:
1. Certain Defined Terms. In addition to terms defined elsewhere herein, the following terms have the following meanings
when used in this Agreement with initial capital letters:
(a) “Base Pay” means the Executive’s annual base salary at a rate not less than the Executive’s annual fixed or base
compensation as in effect for the Executive immediately prior to the occurrence of a Change in Control or such higher rate as
may be determined from time to time by the Board or a committee thereof.
(b) “Board” means the Board of Directors of the Company.
(c) “Cause” means that, prior to any t