exhibit ( 10 ) ( a ) february 19, 2010 confidential cts corporation 905 west boulevard north elkhart, indiana 46514 attention : vinod m. khilnani president and chief executive officer re : letter agreement dear mr. khilnani : toyota motor sales, u. s. a., inc., toyota canada inc., and toyota motor engineering & manufacturing north america, inc. ( collectively, " toyota " ) and cts corporation agree that the relationship between toyota and cts corporation is a valued relationship, and this agreement is made in good faith and in furtherance of that valued relationship. toyota and cts corporation understand that this agreement is intended to reflect the general intent of the parties, but that execution of a more detailed agreement may be necessary to effectuate the full intent of this agreement. nevertheless, toyota and cts corporation further represent that each has relied on and obtained the advice of independent counsel with respect to this agreement. toyota and cts corporation enter into this agreement with full knowledge of their respective rights, and without any duress, coercion or pres sure of any kind from any person or entity. subject to the limitations set forth below, toyota agrees to indemnify, defend, and hold harmless cts corporation ( and its affiliates, subsidiaries, officers, directors and employees ) from, and pay on their behalf, any costs, expenses and liabilities ( including reasonable attorneys fees and litigation costs, potential awards, settlements and judgments, and penalties or fees ) associated with, arising out of or relating to civil litigation or claims, filed or asserted in the united states or canada, arising from or relating to alleged incidents of unintended acceleration of toyota and lexus vehicles where cts is named as a defendant, including litigation or claims which are currently pending or subsequently may be commenced against any one or all of the parties ( " unintended acceleration claims " ). by way of further clarification and without limitation, unintended accele ration claims includes claims by third parties of personal injury, property damage, diminution of value, breach of warranty and violation of consumer protection laws or unfair business practices because of alleged defects in the accelerator in toyota and lexus vehicles. cts corporation agrees to fully cooperate ( and will direct its counsel to fully cooperate ) in any investigation by toyota related in any way to the design and manufacture of the cts accelerator assembly that is the subject of the un