0000950134-06-003339 Sample Contracts

INCENTIVE STOCK OPTION AGREEMENT UNDER THE EAGLE TEST SYSTEMS, INC. 2006 STOCK OPTION AND INCENTIVE PLAN
Incentive Stock Option Agreement • February 21st, 2006 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals

Pursuant to the Eagle Test Systems, Inc. 2006 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Eagle Test Systems, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

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NON-QUALIFIED STOCK OPTION AGREEMENT FOR COMPANY EMPLOYEES UNDER EAGLE TEST SYSTEMS, INC. 2006 STOCK OPTION AND INCENTIVE PLAN
Non-Qualified Stock Option Agreement for Company Employees • February 21st, 2006 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals

Pursuant to the Eagle Test Systems, Inc. 2006 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Eagle Test Systems, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

NON-QUALIFIED STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORS UNDER EAGLE TEST SYSTEMS, INC. 2006 STOCK OPTION AND INCENTIVE PLAN
Non-Qualified Stock Option Agreement • February 21st, 2006 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals

Pursuant to the Eagle Test Systems, Inc. 2006 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), Eagle Test Systems, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth herein and in the Plan.

RESTRICTED STOCK AWARD AGREEMENT UNDER THE EAGLE TEST SYSTEMS, INC. 2006 STOCK OPTION AND INCENTIVE PLAN
Restricted Stock Award Agreement • February 21st, 2006 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals

Pursuant to the Eagle Test Systems, Inc. 2006 Stock Option and Incentive Plan (the “Plan”) as amended through the date hereof, Eagle Test Systems, Inc. (the “Company”) hereby grants a Restricted Stock Award (an “Award”) to the Grantee named above. Upon acceptance of this Award, the Grantee shall receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”), of the Company specified above, subject to the restrictions and conditions set forth herein and in the Plan.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 21st, 2006 • Eagle Test Systems, Inc. • Instruments for meas & testing of electricity & elec signals • Delaware

This Agreement made and entered into this ___ day of , (the “Agreement”), by and between Eagle Test Systems, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Entity (as hereinafter defined) controlled, directly or indirectly, by the Company) and (the “Indemnitee”):

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