0001104659-06-051529 Sample Contracts

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • August 4th, 2006 • Fei Co • Laboratory analytical instruments • Oregon

FEI Company (the “Company”) hereby grants you, [Name] (the “Employee”), an award of Restricted Stock Units under the Company’s 1995 Stock Incentive Plan (the “Plan”). The date of this Restricted Stock Unit Agreement (the “Agreement”) is [DATE] (the “Grant Date”). Subject to the provisions of Appendix A (attached) and of the Plan, the principal features of this award are as follows:

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STAND-ALONE RESTRICTED STOCK UNIT AGREEMENT
Fei Co • August 4th, 2006 • Laboratory analytical instruments • Oregon
STAND-ALONE RESTRICTED STOCK UNIT AGREEMENT
Fei Co • August 4th, 2006 • Laboratory analytical instruments • Oregon
EXECUTIVE SEVERANCE AGREEMENT August __, 2006
Executive Severance Agreement • August 4th, 2006 • Fei Co • Laboratory analytical instruments • Oregon

FEI considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of FEI and its shareholders. FEI recognizes that, as is the case with many publicly held corporations, the possibility of a change of control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of FEI and its shareholders. In order to induce Executive to remain employed by FEI in the face of uncertainties about the long-term strategies of FEI and possible change of control of FEI and their potential impact on Executive’s position with FEI, this Executive Severance Agreement (“Agreement”), which has been approved by the Board of Directors of FEI, sets forth the severance benefits that FEI will provide to Executive in the event Executive’s employment by FEI is terminated under the circumstances described in th

FEI COMPANY STAND-ALONE NON-STATUTORY STOCK OPTION AGREEMENT
Fei Co • August 4th, 2006 • Laboratory analytical instruments • Oregon
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