0000950134-05-023157 Sample Contracts

Photon Dynamics, Inc. 2005 Equity Incentive Plan Stock Option Agreement
Stock Option Agreement • December 14th, 2005 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Photon Dynamics, Inc. (the “Company”) has granted you an option under its 2005 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

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Photon Dynamics, Inc. 2005 Non-Employee Directors’ Stock Option Plan Stock Option Agreement
Stock Option Agreement • December 14th, 2005 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Photon Dynamics, Inc. (the “Company”) has granted you an option under its 2005 Non-Employee Directors’ Stock Option Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

Change in Control Agreement
Change in Control Agreement • December 14th, 2005 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • California

This agreement is entered into as of this 14th day of December 2005 by and between Photon Dynamics, Inc., a California Corporation (the “Company”), and Jeffrey A. Hawthorne (“Executive”).

Photon Dynamics, Inc. Amended and Restated 1995 Stock Option Plan
Stock Option Agreement • December 14th, 2005 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals

Pursuant to your Notice of Grant of Stock Options (“Grant Notice”) and this Stock Option Agreement, Photon Dynamics, Inc. (the “Company”) has granted you an option under its Amended and Restated 1995 Stock Option Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

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