Third Quarter 2007
PERFORMANCE SHARE AGREEMENT
THIS AGREEMENT (this “Agreement”), made by and between CTS CORPORATION, an Indiana
corporation (together with any successors to all or substantially all of the business of such corporation, the
"Company"), and Vinod M. Khilnani (the "Grantee"). Except as expressly provided herein, capitalized terms
used herein shall have the meaning ascribed to such terms under the Company's 2004 Omnibus Long-Term
Incentive Plan (the "Plan").
The execution of a Performance Share Agreement substantially in the form hereof has been authorized by
the Compensation Committee (the “Committee”) of the Company’s Board of Directors. The Company hereby
confirms to the Grantee, effective as of the Date of Grant, pursuant to the Plan, the grant of Performance Shares
described below in Section 1 of this Agreement subject to the terms and conditions of the Plan and the terms and
conditions described below.
Grant . Subject to the terms set forth in this Agreement and in the Plan, the Company hereby
grants to the Grantee three awards of 8,333, 8,333 and 8,334 Performance Shares respectively, together with
the opportunity to earn up to an additional approximately 50% of such Performance Shares (the “Award”), which
the Grantee may earn during each of three separate performance periods (the “Tranches”), subject to a maximum
of 25,000 Shares that may be earned in the aggregate.
Performance Periods . The performance periods will commence on July 2, 2007, July 2, 2008
and July 2, 2009 respectfully, the performance periods will end on July 1, 2010 (the “First Performance Period”),
July 1, 2011 (the “Second Performance Period”), and July 1, 2012 (the “Third Performance Period”),
respectively. The term “Performance Period” refers to any of the First Performance Period, the Second
Performance Period or the Third Performance Period, as applicable, and the term “Vesting Date” refers