8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: December 31, 2013

CTS CORPORATION

(Exact Name of Company as Specified in Its Charter)

Indiana	1-4639	35-0225010
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
905 West Boulevard North
Elkhart, Indiana		46514
(Address of Principal Executive Offices)		(Zip Code)

Company’s Telephone Number, Including Area Code:                                                                                                (574) 523-3800

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

q   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

q   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

q   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

q   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 On November 6, 2013, CTS Corporation (the “Company”) announced that Thomas A. Kroll, a named executive officer of the Company, has resigned from his position of Vice President and Chief Financial Officer, effective March 31, 2014.  On November 11, 2013 CTS appointed Ashish Agrawal as Vice President and Chief Financial Officer to succeed Mr. Kroll.

 The Company and Mr. Kroll have entered into a Separation Agreement (the “Separation Agreement”) and a Consulting Agreement (the “Consulting Agreement”) on December 31, 2013 to provide for an orderly transition of duties, responsibilities and authority from Mr. Kroll to Mr. Agrawal, and to set forth the compensation arrangement between the Company and Mr. Kroll during and as a result of this transition period.

 Under the Separation Agreement, Mr. Kroll will remain employed at the Company until March 31, 2014 (the “Employment Period”), assisting with transition of duties, responsibilities and authority to Mr. Agrawal and assisting with other matters.  During the Employment Period, Mr. Kroll will: (1) continue to receive base salary at his current annual rate of $ 278,637.96; (2) be eligible to receive a pro-rated incentive award under the CTS Management Incentive Plan payable at the same time and in the same manner that awards under this plan are paid; (3) be eligible to receive a pro-rated award payable in 2016 under the 2013-2015 CTS Long Term Incentive Plan subject to achievement of certain goals; and (4) continue to participate in the Company’s pension, retirement savings, health and welfare and other employee benefit plans pursuant to the terms of such plans and if permitted by law.  Pursuant to the Separation Agreement, Mr. Kroll will also receive severance pay in the amount of fifteen months of salary payable in a lump sum payment on September 15, 2014, and certain other benefits typically included in such an arrangement as more fully described in the Separation Agreement attached hereto as an Exhibit.

 In accordance with the Consulting Agreement, as an independent contractor Mr. Kroll can earn up to $5,000 per month for the period commencing April 1, 2014 and ending September 30, 2014 for consulting and advisory services.  The Separation Agreement and Consulting Agreement are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, and the foregoing descriptions of these agreements are qualified in their entirety by reference to the full text of these agreements, which are incorporated herein by reference.

Item 9.01.   Financial Statements and Exhibits.

Exhibit Number                    Description

Exhibit 10.1 Separation Agreement, dated as of December 31, 2013, by and between CTS Corporation and Thomas A. Kroll.

Exhibit 10.2 Consulting Agreement, dated as of December 31, 2013, by and between CTS Corporation and Thomas A. Kroll.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CTS CORPORATION

          /s/ Robert J. Patton                                           

 By:         Robert J. Patton

 Vice President, General Counsel

 and Secretary

Date:  January 7, 2014

EX-10.1

Exhibit 10.1  

CTS Corporation                                            905 West Boulevard North                                                                P: 574.523.3800

Corporate Offices                                           Elkhart, Indiana 46514-1899                                                              F: 574.293.6146

  www.ctscorp.com

December 16, 2013

Mr. Thomas Kroll

59196 Clover Road

Mishawaka, IL  46544

Re:  Separation Agreement

Dear Tom:

This Separation Agreement summarizes the arrangements that have been discussed with you concerning your separation of employment from CTS Corporation (hereinafter, “CTS”).

1. Termination of Employment

Your last day of employment with CTS will be March 31, 2014 (hereinafter, your “Date of Separation from Service”).

2.             Payments and Benefits

A.           You shall receive the following payments and benefits, in accordance with the CTS Corporation Executive Severance Policy:

(i) You will receive severance pay equivalent to fifteen (15) months of your base salary in effect immediately prior to termination. Such payment will be paid in a single lump sum cash payment on September 30, 2014, subject to applicable withholding and receipt by CTS of a duly signed copy of this Agreement and the expiration of the Rescission Period described in Section 4 below.

(ii) CTS will pay for outplacement assistance with an outplacement provider to be selected by CTS, in an amount not to exceed a total cost of $30,000.00.  In no event shall expenses incurred after December 31 of the second year following the year in which your Date of Separation from Service occurs be eligible for reimbursement hereunder, and all reimbursements hereunder shall be paid no later than December 31 of the third year following the year in which your Date of Separation from Service occurs.

(iii) You will be eligible for COBRA continuation of your medical and dental insurance coverage.  You will receive information for continuing such insurance coverage from Chard/Snyder, Inc., the COBRA service provider for CTS, following your Date of Separation from Service.  You will be eligible to continue the medical and dental insurance benefits that you had elected and were eligible to receive as of your Date of Separation from Service for a period of 15 months from your Date of Separation from Service.  This will be a COBRA continuation of medical and dental insurance coverage, but the costs of such coverage will be shared by CTS and you on the same basis as in effect prior to your Date of Separation from Service for the 15-month period.  You will be required to make monthly premium payments.  The portion of your insurance premium that is paid by CTS is considered taxable income and will be reported on your form W-2.  At the end of the 15-month period, you will be eligible under COBRA continuation for an additional 3 months of medical and dental insurance coverage, at customary COBRA rates.  All payments of benefits under the CTS’ medical and dental insurance programs shall be made no later than December 31 of the year following the year in which you incur the related expenses.  In no event will the benefits and reimbursements provided by CTS in one taxable year affect the amount of expenses or reimbursements that CTS is obligated to pay, or in-kind benefits to be provided, in any other taxable year.

B.            In addition to the above payments and benefits that you will receive pursuant to the CTS Corporation Executive Severance Policy, you will be eligible to receive a pro-rated incentive award under the CTS Management Incentive Plan (“MIP”) equal to three (3) months of the 2014 MIP plan year award if, in accordance with the terms of the MIP, you are otherwise entitled to receive an award.  The award, if any, will be paid at the same time and in the same manner that awards for the 2014 MIP plan year are paid to MIP participants who remain actively employed by CTS, in accordance with the terms of the MIP.

C.           You will also be eligible for a pro-rated award under the 2013-2015 CTS Long Term Incentive Plan (“LTIP”), subject to your achievement of the transition period goals established by the President and Chief Executive Officer.  Such award, if any, will be paid in 2016 at the same time and in the same manner that awards for the 2013-2015 LTIP are paid to LTIP participants who remain actively employed by CTS, in accordance with the terms of the LTIP.

D.           From and after your Date of Separation from Service, the   you will not participate or be eligible to participate in any employee benefit plans, programs, policies, or arrangements that cover eligible employees of CTS, other than as set forth above.  With respect to your participation in any pension, savings, health and welfare or other employee benefit plans, the terms of such plans shall govern any right or entitlement you and/or any of your beneficiaries have or may have hereunder to the extent required by law.  If you have any unused, earned vacation, it will be paid to you.

3.             Release

In exchange for the compensation described in this Separation Agreement and other good and valuable consideration, receipt of which is hereby acknowledged, you hereby agree that you, your representatives, agents, estate, dependents, beneficiaries and assigns release and forever discharge CTS and its affiliated corporations, subsidiary corporations, successors, assigns, directors, members, officers, employees and agents, both individually and in their official capacities with CTS (hereinafter, the “Releasees”), from any and all actions or causes of action, suits, claims, complaints, contracts, liabilities, agreements, promises, debts or damages, whether existing or contingent, known or unknown, which arise out of your employment or the termination of your employment with CTS except for claims which relate to your enforcement of CTS' payments and other obligations under this Separation Agreement.  THIS RELEASE IS INTENDED BY YOU TO BE ALL ENCOMPASSING AND TO ACT AS A FULL AND TOTAL RELEASE OF ANY CLAIMS THAT YOU MAY HAVE OR HAVE HAD AGAINST THE RELEASEES. Without limiting the generality of the foregoing, this release includes any claim of discrimination on the basis of race, sex, marital status, sexual preference, national origin, handicap or disability, age, veteran status, special disabled handicap status or any other basis prohibited by law; any claim arising from any express or implied employment contract or covenant of good faith and fair dealing; any claim arising under the Family and Medical Leave Act of 1993; any tort claims, any personal gain with respect to any claim arising under the qui tam provisions of the False Claims Act, 31 USC 3730.

You agree and acknowledge that the payments and benefits set forth in this Separation Agreement, together with payments and benefits previously provided to you by CTS, are the only payments and benefits you will receive in connection with your employment or its termination.  Without limitation of the foregoing, you expressly agree and acknowledge that you will not receive any type of bonus, including but not limited to a retention bonus or payment, in connection with your employment or its termination.

You represent that you understand the foregoing release, that you understand that rights and claims under the Age Discrimination in Employment Act of 1967, as amended; Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, and similar state and local anti-discrimination laws are among the rights and claims against the Releasees that you are releasing hereby.

You further acknowledge and agree that you have been encouraged to seek the advice of an attorney of your choice in regard to this Separation Agreement and the Release contained herein.  You represent that you have relied upon the advice of your attorney in entering into this Separation Agreement and, specifically, in agreeing to the Release contained herein, or that you have voluntarily waived the right to seek an attorney’s advice. You hereby understand and acknowledge the significance and consequences of the Release contained herein.  You represent that you fully understand the terms of the Release contained herein and voluntarily accept the terms of the Release contained herein.  You further acknowledge that you have had a sufficient amount of time to consider the terms of this Separation Agreement and of the Release contained herein and to seek independent advice regarding the effect of this Separation Agreement prior to its execution.

4.              Right to Consider/Rescind

In accordance with the provisions of the Older Workers Benefit Protection Act related to claims brought under the Age Discrimination in Employment Act, you understand that you shall have the right to consider whether to accept this Agreement for a period of twenty-one (21) days from your Date of Separation from Service.  You are also advised to consult with your attorney before signing this Agreement.  You further understand that you shall have the right to rescind (that is, cancel) this Agreement within seven (7) days of signing it to reinstate claims under the Age Discrimination in Employment Act (hereinafter, the “Rescission Period"). To begin receiving

benefits pursuant to this Agreement, you must deliver a fully executed copy of the Agreement to Mary DeVous, Executive Director, Human Resources, CTS Corporation, 905 West Boulevard N., Elkhart, IN  46514, upon expiration of the above referenced twenty-one (21) day period.  Notwithstanding anything contained herein to the contrary, the payments and benefits set forth in Section 2 above will not commence until the Rescission Period has expired.

5. Proprietary Information

You agree not to use, publish, or otherwise disclose, either directly or indirectly, to any person or corporation any trade secret, confidential, or proprietary information, data, documents or records, including but not limited to site customer lists and product costing and pricing information, of CTS or any such information of others which CTS is obligated to maintain in confidence.  You further agree to abide by any and all proprietary agreements signed by you during your employment with CTS and acknowledge that such agreements remain in full force and effect according to their terms.  In the event of a breach or threatened breach of this Section 5 of the Agreement or of any proprietary information agreement signed by you during your employment with CTS, CTS shall be entitled to injunctions, both preliminary and permanent, enjoining such breach or threatened breach as well as costs in obtaining such relief including attorney’s fees.

6. Amicable Relationship

Each party to this Separation Agreement wishes to maintain an amicable relationship with the other and agrees not to act inconsistently with the interests of the other party.  Without limitation of the foregoing, you specifically agree that you will not disparage or defame CTS, its directors, shareholders, officers, managers and employees or voluntarily cooperate in any activity or proceeding that is adverse to CTS.  CTS agrees that its official corporate response to any inquiries from prospective employers that may be directed to CTS will be limited to the dates of your employment with CTS and your last position held.

7.             Competitive Activity and Non-solicitation

In accordance with the CTS Corporation Executive Severance Policy, during a period ending one year following your Date of Separation from Service, you agree that you will not, without the prior written consent of

CTS, which consent will not be unreasonably withheld, engage in the management of any business enterprise if such enterprise engages in substantial and direct competition with CTS.  In addition, for such one year period, you agree that you will not, either alone or in association with others (i) solicit, or facilitate any organization with which you are associated in soliciting, any CTS employee or any of its subsidiaries to leave the employ of CTS or any of its subsidiaries; (ii) solicit for employment, hire or engage as an independent contractor, or facilitate any organization with which you are associated in soliciting for employment, hire or engagement as an independent contractor, any person who was employed by CTS or any of its subsidiaries at any time during the term of your employment with CTS or any of its subsidiaries; provided, however that this clause shall not apply to any individual whose employment with CTS or any of its subsidiaries has been terminated for a minimum of one year preceding any such solicitation.

8. Miscellaneous

A. This Separation Agreement represents a complete understanding between the parties, supersedes any and all other agreements and understandings, whether oral or written, and may not be modified, altered or changed except upon written consent of the parties.

B. This Separation Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Indiana without regard to principles of conflicts of law.   The State and Federal Courts of Indiana shall have exclusive jurisdiction over any disputes or controversies that may arise out of or in relation to this Agreement. The parties hereby waive any other venue to which either party might be entitled by virtue of residence, domicile or otherwise.

C. The benefits afforded you under this Separation Agreement are in lieu of any other compensation, benefit, bonus pay, retention bonus, separation pay, severance pay, or notice pay to which you might otherwise have been entitled.

D. The waiver by either party of a breach of any provision of this Separation Agreement shall not operate or be construed to be a waiver of any subsequent breach thereof.

E. It is agreed and understood that neither the offer nor any negotiations or proceedings connected herewith nor the execution of this Separation Agreement nor the payment of money shall constitute or be construed as an admission of any liability to, or the validity of, any claims whatsoever.

F. By executing this Agreement you acknowledge, understand and agree that CTS is not obligated under this or any other agreement or applicable law to offer you employment or accept services for the performance of work from you, directly or indirectly, as an employee, contractor, or supplier, now or in the future and you hereby agree not to re-apply for employment with CTS in the future.

G. CTS regards the terms of this Separation Agreement as confidential and therefore the terms shall not be disclosed by you or your legal counsel to any third party outside your immediate family, without the prior authorization of CTS.

H. The parties intend this Separation Agreement to serve as a final expression of this contract and as a complete and exclusive statement of the terms hereof.  This Separation Agreement supersedes any prior written or verbal contracts, agreements, or letters of intent or understanding between you and CTS executed prior to the execution date hereof to the extent any such agreement is inconsistent with the terms hereof.

      I.   The parties agree that in the event a court of competent jurisdiction determines that the character, duration or scope of any provision of this Separation Agreement is unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent the court deems reasonable or enforceable and the provision shall remain in effect as limited by the court.  In the event that such a court determines that any provision is wholly unenforceable, the provision shall be deemed severed from this Separation Agreement and the other provisions shall remain in full force and effect.

9. Representations and Warranties

In consideration of CTS' willingness to enter into this Separation Agreement, you hereby make the following representations and warranties to CTS:

A.   You have been provided a reasonable time of at least twenty-one (21) days to consider whether or not to sign this Separation Agreement.

B.   You are aware, by signing this Separation Agreement, which includes a general release, you are giving up rights to initiate a lawsuit or other legal proceeding.

C.   You understand and agree that by signing this Separation Agreement, you are specifically waiving your rights to make any claims, or initiate any proceedings, against the Releasees under Title VII of the Civil Rights Act of 1964 as amended, the Age Discrimination in Employment Act, as amended, the Americans with Disabilities Act and similar state and local anti-discrimination laws.

D.   There are no promises or representations except those contained in this Separation Agreement which have been made to you in connection with this subject.

E.   You have read and understand each and every provision of this Agreement.

F.   You acknowledge and agree that the release contained herein is an essential and material term of this Separation Agreement.

Please review this Separation Agreement carefully.  If you are in agreement with its provisions, please signify your acceptance by signing and dating both copies of this letter in the space provided below and return one copy to Mary DeVous, in accordance with Section 4 of this Agreement.

Very truly yours,

CTS Corporation

/s/ Kieran O’Sullivan                                           

Kieran O’Sullivan

President & Chief Executive Officer

EMPLOYEE ACKNOWLEDGMENT AND ACCEPTANCE

OF SEPARATION AGREEMENT

I have carefully read and reviewed the foregoing Separation Agreement, acknowledge its contents, and agree to be bound by its terms, including the release of claims set forth in the Agreement.  I fully understand that this Agreement generally releases all of my claims, both known and unknown, arising prior to the execution hereof, against each and all of the Releasees.

I have been given sufficient time of at least twenty-one (21) days to decide whether to sign this Separation Agreement and, in the event that I have executed this Agreement sooner, I have done so voluntarily.  I have consulted with my private attorney concerning the terms and effect of the Agreement and concerning my rights or have waived my right to do so.

I understand that I have seven (7) days from the date of my signature below to revoke my acceptance of this Separation Agreement, thereby canceling it.  If I do not revoke my acceptance, this Separation Agreement will become effective and enforceable on the date that is seven (7) days from the date of my signature, as indicated below.

/s/ Thomas Kroll         

Thomas Kroll

January  7, 2014     

Date of Execution of Agreement

EX-10.2

Exhibit 10.2

CONSULTING AGREEMENT

This Consulting Agreement is made between Thomas A Kroll, whose address  is 59196 Clover Road, Mishawaka, IN  46544 (hereinafter “Consultant”) and CTS Corporation, an Indiana corporation, whose address is 905 West Boulevard North, Elkhart, Indiana 46514 (hereinafter “CTS”).

WHEREAS, CTS wishes to benefit from the skills and abilities of Consultant and Consultant is an independent contractor who has agreed to provide his services to CTS upon the terms and subject to the conditions set out in this Agreement;

NOW THEREFORE, in consideration of the foregoing, the parties agree as follows:

1. Term.  Effective April 1, 2014, Consultant shall supply professional services to CTS for a term of six (6) months.  This Agreement shall automatically expire on September 30, 2014.  The parties may agree to renew this Agreement or to extend the term of this Agreement upon mutual written consent.

2. Scope of Consulting and Advisory Services.  During the term of this Agreement, Consultant agrees to remain available on an irregular, part-time basis to render consulting and advisory services consistent with his professional background and experience.

      3.   Consultant’s Fee.  In consideration for consulting services, CTS shall pay to Consultant five thousand dollars ($5,000) per month.  Consultant shall be required to work no more than twenty (20) hours per month on average.

In the event that Consultant must incur charges or expenses in connection with the performance of services hereunder, CTS agrees to reimburse Consultant for such expenses, provided that Consultant obtains CTS’ approval prior to incurring such expenses. Consultant agrees to submit requests for reimbursement of expenses in the manner prescribed by CTS and to provide such supporting documentation as CTS deems reasonably necessary.

Upon expiration of this Agreement, Consultant’s fee shall be paid until the date of expiration and authorized and documented expenses incurred by Consultant prior to the date of expiration shall be reimbursed.

Consultant shall at all times pay any and all taxes, including, without limitation, any self-employment taxes, required by law to be paid by an independent contractor in relation to the provision of the services, or receipt by him of the fee or both (including any interest or penalties imposed in respect of such payments).

Consultant shall indemnify and keep indemnified CTS for all time from and against any and all costs, claims, penalties, liabilities and expenses incurred in respect of income tax, social security or other taxes or contributions due by Consultant in relation to the provision of the services or payment of the fee.  Without prejudice to the foregoing, if for any reason CTS shall become liable to pay, or shall pay, any taxes or other payments, CTS shall be entitled to deduct from any amounts payable to Consultant all amounts so paid or required to be paid by it in that respect.

CTS shall not have any obligation to pay for or keep in effect any health, life or other insurance for the benefit of Consultant, pay any employment or similar taxes, make any tax withholdings or provide any benefits to Consultant that CTS provides to its employees.

   4.   Independent Contractor. Consultant shall at all times be an independent contractor under this Agreement, and not a co-venturer, agent, employee or representative of CTS and no act or omission shall in any way be binding upon or obligate CTS.  No change in Consultant’s duties shall result in or be deemed to be a modification of the terms of this Agreement. Consultant hereby represents and warrants to CTS that Consultant is an independent contractor for all purposes, including but not limited to tax purposes. Nothing in this Agreement shall be construed as or have the effect of constituting any relationship of employer and employee between CTS and Consultant.

Consultant shall not have any right or power whatsoever to contract on behalf of CTS or bind CTS in any way in relation to third parties unless specifically authorized to do so.

Consultant shall indemnify and keep indemnified CTS for all time from and against any and all costs, claims, liabilities and expenses incurred in respect of Consultant's engagement by CTS or his performance (or non-performance) of the services including in respect of any act, neglect or default of Consultant.

5. Assignment of Intellectual Property.  Consultant agrees to, and does hereby sell, assign and transfer to CTS, Consultant’s entire right, title and interest in and to all works, findings, reports, writings, inventions, disclosures, discoveries, trade secrets, shop rights, proprietary rights, improvements, processes, developments, methods, formulas and designs Consultant may write, invent, conceive, discover, develop or learn during, or in connection with, consulting and advisory services performed by Consultant for CTS (hereinafter referred to as “Work Product”).  Consultant agrees to disclose all Work Product to CTS and agrees to execute any instruments and do all other things reasonably requested by CTS (during and after engagement by CTS) in order to vest more fully in CTS all ownership rights in Work Product. Consultant’s obligation hereunder shall include but not be limited to providing assistance and executing all documents as may be necessary or proper for the filing and prosecution of letters patent, both U.S. and foreign, or assigning to CTS or its designee any patent applications, pertaining to Work Product.

6. Confidential Information.  Consultant acknowledges that Consultant shall or may be making use of and/or may be adding to confidential information of a special and unique nature and value relating to such matters as CTS’ products, trade secrets, systems, designs, methods, computer software, documentation, manuals, white papers and other confidential reports and communications (“Confidential Information”). Consultant further acknowledges that any information and materials received by Consultant from third parties shall be included in the definition of Confidential Information. Consultant acknowledges that Consultant is granted only a limited right to use Confidential Information for the purpose of performing services under this Agreement and shall assert no right, title or interest in Confidential Information. Consultant agrees that Consultant shall not directly or indirectly, during the term of this Agreement and thereafter, disclose, divulge, reveal, report, publish, transfer or use Confidential Information for any purpose whatsoever except as required in the performance of services under this Agreement. Consultant shall not remove Confidential Information from CTS’ premises without CTS’ consent.  Upon termination, Consultant shall promptly return any CTS confidential information in her possession to CTS and shall not retain any copies thereof. Consultant must at all times use his best efforts to prevent publication or disclosure of any Confidential Information. These restrictions shall cease to apply to any information which shall become available to the public generally otherwise than through the default of Consultant.

7. Applicable Law.  This Agreement and all questions arising in connection therewith shall be governed by the laws of the State of Indiana.

8. Assignment.  All rights, benefits and duties of CTS under this Agreement shall be transferable by CTS to its successors and assignees, and all covenants and agreements herein shall inure to the benefit of, and be enforceable by, or against, CTS' successors and assignees.  Consultant may not assign this Agreement or any duties hereunder without the express written consent of CTS.

9. No Prior Agreements. Consultant represents that Consultant’s performance under this Agreement does not and shall not breach any fiduciary or other duty or any covenant, agreement or understanding (including, without limitation, any agreement related to proprietary information, knowledge or data acquired by Consultant in confidence, trust or otherwise prior to Consultant’s engagement by CTS) to which Consultant is a party or by the terms of which Consultant may be bound.  Consultant covenants and agrees that Consultant shall not disclose to CTS or induce CTS to use any such proprietary information, knowledge or data belonging to any previous client, employer or others.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the 7th day of December, 2013.

CTS Corporation                                                                                      Thomas A. Kroll

By:      /s/ Kieran O’Sullivan                                                      /s/ Thomas A. Kroll

 Kieran O’Sullivan

 President & Chief Executive Officer