0000950134-08-002080 Sample Contracts

RESEARCH & BUSINESS DEVELOPMENT AGREEMENT Effective as of December 1, 2007 among Photon Dynamics Inc., Lam Toshima Solar LLC, Dr. Kam Law and Masato Toshima LLC
Business Development Agreement • February 8th, 2008 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • California

THIS RESEARCH & BUSINESS DEVELOPMENT effective December 1, 2007 (the “Effective Date”) by and among (i) Photon Dynamics, Inc., a California corporation (“PDI”) having its principal offices located at 5970 Optical Court, San Jose, CA 95138, (ii) Lam Toshima Solar LLC (“LTS”), a California corporation having its address of correspondence at 5502 Sunset Hills Court, San Jose, CA 95138 (iii) Dr. Kam Law, a member of LTS and (iv) Toshima, LLC, a member of LTS (each a “Principal” and together the “Principals”) (each, a “Party” and together, the “Parties”).

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December 6, 2007
Photon Dynamics Inc • February 8th, 2008 • Instruments for meas & testing of electricity & elec signals

You and the Company have decided that it is in the best interests of both parties that you transition from the Company. This letter agreement (this “Agreement”) between you and Photon Dynamics Inc. (the “Company”) sets forth the terms of such separation in order to provide for an orderly transition process, permit completion of the pending restatement, give the Company time to identify a successor, and provide appropriate incentives to you.

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