Form of Restricted Stock Unit Agreement (for awards made after February 2008)



 Exhibit 10.29 
 RESTRICTED STOCK UNITS 
 AWARD AGREEMENT 
 This Award Agreement (the “Agreement”) is entered into as of
                    , 2007 by and between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and
                                 (“Recipient”), for the grant of
restricted stock units with respect to the Company’s Common Stock (“Common Stock”). 
 On
                    , 200__, the Compensation Committee of the Company’s Board of Directors made a restricted stock units award to
Recipient pursuant to the Company’s 2004 Stock Incentive Plan (the “Plan”) and Recipient desires to accept the award subject to the terms and conditions of this Agreement. 
 IN CONSIDERATION of the mutual covenants and agreements set forth in this Agreement, the parties agree to the following. 
 1. Grant and Terms of Restricted Stock Units. The Company grants to Recipient
                     restricted stock units, subject to the restrictions, terms and conditions set forth in this Agreement. 
 (a) Rights under Restricted Stock Units. A restricted stock unit (a “RSU”) represents the unsecured right to require the
Company to deliver to Recipient one share of Common Stock for each RSU. The number of shares of Common Stock deliverable with respect to each RSU is subject to adjustment as determined by the Board of Directors of the Company as to the number and
kind of shares of stock deliverable upon any merger, reorganization, consolidation, recapitalization, stock dividend, spin-off or other change in the corporate structure affecting the Common Stock generally. 
 (b) Vesting and Delivery Dates. The RSUs issued under this Agreement shall initially be 100% unvested and subject to forfeiture.
Subject to this Section 1(b), the RSUs shall vest         % on each of the first              anniversaries of the date of grant.
The RSUs shall become vested on each vesting date only if Recipient continues to be an employee of the Company immediately after such vesting date. The delivery date for a RSU shall be the date on which such RSU vests. 
 (c) Acceleration before Vesting Date. 
 (1) Acceleration on Death or Total Disability. If Recipient ceases to be an employee of the Company by reason of Recipient’s death or physical disability, outstanding but unvested RSUs shall become
immediately vested in an amount determined by multiplying the total number of RSUs subject to this Agreement by a percentage calculated by dividing the number of whole months elapsed from the date of this Agreement to the date of termination of
employment by 60 (the “Pro Rata Percentage”); provided, however, that the number of RSUs so vested shall be reduced by the number of any RSUs that previously vested pursuant to Section 1(b). The delivery date shall also
accelerate. The term “total disability” means a medically determinable mental or physical impairment that is 








 
expected to result in death or has lasted or is expected to last for a continuous period of 12 months or more and that, in the opinion of the Company and two
independent physicians, causes Recipient to be unable to perform his or her duties as an employee, director, officer or consultant of the Company and unable to engage in any substantial gainful activity. Total disability shall be deemed to have
occurred on the first day after the two independent physicians have furnished their written opinion of total disability to the Company and the Company has reached an opinion of total disability. 
 (2) Acceleration on Normal Retirement. After Recipient attains age 65, outstanding but unvested RSUs shall become vested each
calendar year in an amount determined by multiplying the total number of RSUs subject to this Agreement by the Pro Rata Percentage as of the earlier of December 31 of the year or the date of Recipient’s termination of employment; provided,
however, that the number of RSUs so vested shall be reduced by the number of any RSUs that previously vested pursuant to Section 1(b). The delivery date shall also be accelerated. 
 (3) Acceleration on Termination Other Than for Cause. If the Company terminates Recipient’s employment with the Company other
than for cause, outstanding but unvested RSUs shall become immediately vested in an amount determined by multiplying the total number of RSUs subject to this Agreement by the Pro Rata Percentage; provided, however, that the number of RSUs so vested
shall be reduced by the number of any RSUs that previously vested pursuant to Section 1(b). The delivery date shall also be accelerated. The term “cause” shall mean (i) the willful and continued failure by Recipient to perform
substantially Recipient’s reasonably assigned duties with the Company, other than a failure resulting from Recipient’s incapacity due to physical or mental illness, after a written demand for performance has been delivered to Recipient by
the Company which specifically identifies the manner in which the Company believes that Recipient has not substantially performed Recipient’s duties, (ii) the conviction of guilty or entering of a nolo contendere plea to a felony which is
materially and demonstrably injurious to the Company, or (iii) the commission of an act by Recipient, or the failure of Recipient to act, which constitutes gross negligence or gross misconduct. For purposes of this Section 1(c)(3), no act,
or failure to act, on Recipient’s part shall be considered “willful” unless done, or omitted to be done, by Recipient in knowing bad faith. Any act, or failure to act based upon authority given pursuant to a resolution duly adopted by
the Board of Directors or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Recipient in good faith. 
  


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 (4) Treatment on Change in Control. 
 (i) If as a result of a Change in Control, the Company’s Common Stock ceases to be listed for trading on a national securities
exchange (an “Exchange”), any RSUs subject to this award that are unvested on the date of the Change in Control shall continue to vest according to the terms and conditions of this award; provided that such award is replaced with an award
for voting securities of the resulting corporation or the acquiring corporation, as the case may be (including without limitation, the voting securities of any corporation which as a result of the Change in Control owns the Company or all or
substantially all of the Company’s assets either directly or through one or more subsidiaries) (the “Surviving Company”) which are traded on an Exchange (a “Replacement Award”), which Replacement Award shall consist of RSUs
with a value (determined using the Surviving Company’s stock price as of the date of the Change in Control) equal to the value of the replaced award of RSUs (determined using the Company’s stock price as of the date of the Change in
Control); provided, however, that in the event of a termination by the Company without Cause or by Recipient for Good Reason during the vesting period of any Replacement Award, the Replacement Award shall immediately vest and the delivery date shall
be accelerated; and provided further that upon the vesting date of all or a portion of a Replacement Award, Recipient shall be entitled to receive a lump sum cash payment, paid as soon as practicable, equal to the decrease, if any, in the value of a
share of the Surviving Company’s stock from the date of the Change in Control (as increased on a calendar quarterly basis using an annual interest rate, as of the last business day of the calendar quarter, for zero-coupon U.S. government
securities with a constant maturity closest in length to the time period between the date of the Change in Control and the date of vesting of the Replacement Award) to the time of vesting multiplied by the total number of RSUs vesting on such date.
If any RSUs that are unvested at the time of the Change in Control are not replaced at the time of Change in Control with Replacement Awards, such RSUs shall immediately vest and the delivery date shall be accelerated. 
 (ii) If as a result of a Change in Control, the Company’s Common Stock continues to be listed for trading on an Exchange, any RSUs
that are unvested on the date of the Change of Control shall continue to vest according to the terms and conditions of this award; provided however, that, in the event of a termination by the Company without Cause or by Recipient for Good Reason
during the vesting period of this award such award shall immediately vest and the delivery date shall be accelerated; and provided further that upon the vesting date of all or portion of this award, Recipient shall be entitled to receive a lump sum
cash payment, paid as soon as practicable, equal to the decrease, if any, in the value of a share of the Company’s stock from the date of the Change in Control (as increased on a calendar quarterly basis using an annual interest rate, as of the
last business day of the calendar quarter, for zero-coupon U.S. government securities with a constant maturity closest in length to the time period between the date of the Change in Control and the date of the vesting) to the time of vesting,
multiplied by the total number of RSUs vesting on such date. 
  

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 (iii) For purposes of this Agreement, a “Change in Control” of the Company
shall mean the occurrence of any of the following events: 
 (A) Any consolidation, merger or plan of share exchange
involving the Company (a “Merger”) as a result of which the holders of outstanding securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) immediately prior to the Merger
do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving or continuing corporation immediately after the Merger, disregarding any Voting Securities issued or retained by such holders in
respect of securities of any other party to the Merger; 
 (B) Any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all, the assets of the Company; 
 (C) The adoption
of any plan or proposal for the liquidation or dissolution of the Company; 
 (D) At any time during a period of two
consecutive years, individuals who at the beginning of such period constituted the Board of Directors (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof, unless each new director elected during
such two-year period was nominated or elected by two-thirds of the Incumbent Directors then in office and voting (with new directors nominated or elected by two-thirds of the Incumbent Directors also being deemed to be Incumbent Directors); or

 (E) Any Person (as hereinafter defined) shall, as a result of a tender or exchange offer, open market purchases, or
privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of Voting Securities representing fifty percent
(50%) or more of the combined voting power of the then outstanding Voting Securities. 
 Notwithstanding anything in the foregoing to the
contrary, unless otherwise determined by the Board of Directors, no Change in Control shall be deemed to have occurred for purposes of this Agreement if (1) Recipient acquires (other than on the same basis as all other holders of the 

  

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Company Common Stock) an equity interest in an entity that acquires the Company in a Change in Control otherwise described under subparagraph (A) or
(B) above, or (2) Recipient is part of group that constitutes a Person which becomes a beneficial owner of Voting Securities in a transaction that otherwise would have resulted in a Change in Control under subparagraph (E) above.

 (iv) For purposes of this Agreement, the term “Person” shall mean and include any individual, corporation,
partnership, group, association or other “person”, as such term is used in Section 14 (d) of the Securities Exchange Act of 1934 (the “Exchange Act”), other than the Company, a wholly owned subsidiary of the Company or
any employee benefit plan(s) sponsored by the Company. 
 (v) For purposes of this Agreement, termination by Recipient of his
or her employment for “Good Reason” shall mean termination based on the following, after notice to the Company or the Surviving Company by the Recipient of the condition within one year of the occurrence of the condition and failure of the
Company or the Surviving Company to remedy the condition within 30 days after notice: 
 (A) a material diminution of
Recipient’s status, title, position(s) or responsibilities from Recipient’s status, title, position(s) and responsibilities as in effect immediately prior to the Change in Control or the assignment to Recipient of any duties or
responsibilities which are inconsistent with such status, title, position(s) or responsibilities (in either case other than is isolated, insubstantial or inadvertent actions which are remedied after notice), or any removal of Recipient from such
position(s), except in connection with the termination of Recipient’s employment for Cause, total disability (as defined in Section 1(d)(i)) or as a result of Recipient’s death or voluntarily by Recipient other than for Good Reason;

 (B) a material reduction by the Company or Surviving Company in Recipient’s rate of base salary, bonus or incentive
opportunity or a material reduction in benefits (other than reductions that do not impact Recipient’s compensation opportunity, taken as a whole, or a reduction in benefits applicable to substantially all employees); or 
 (C) the Company’s or Surviving Company’s requiring Recipient to be based more than fifty miles from the principal office at in
which Recipient is based immediately prior to the Change in Control, except for reasonably required travel on the Company’s business. 
  

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 (d) Forfeiture of RSUs on Other Terminations of Service. If Recipient ceases to be
an employee of the Company for any reason that does not result in acceleration of vesting pursuant to Section 1(c), Recipient shall immediately forfeit all outstanding but unvested RSUs granted pursuant to this Agreement and Recipient shall
have no right to receive the related Common Stock. 
 (e) Restrictions on Transfer and Delivery on Death. Recipient may
not sell, transfer, assign, pledge or otherwise encumber or dispose of the RSUs. Recipient may designate beneficiaries to receive stock if Recipient dies before the delivery date by so indicating on Exhibit A, which is incorporated into
and made a part of this agreement. If Recipient fails to designate beneficiaries on Exhibit A, the shares will be delivered to Recipient’s estate. 
 (f) Reinvestment of Dividend Equivalents. On each date on which the Company pays a dividend on shares of Common Stock underlying a
RSU, Recipient shall receive additional whole or fractional RSUs in an amount equal to the value of the dividends that would have been paid on the stock deliverable pursuant to the RSUs (if such shares were outstanding), divided by the closing stock
price on the dividend payment date. 
 (g) Delivery on Delivery Date. As soon as practicable following the delivery
date for a RSU, the Company shall deliver a certificate for the number of shares represented by all vested RSUs having a delivery date on the same date, rounded down to the whole share. No fractional shares of Common Stock shall be issued. The
Company shall pay to Recipient in cash an amount equal to the value of any fractional shares that would otherwise have been issued, valued as of the delivery date. 
 (h) Recipient’s Rights as Shareholder. Recipient shall have no rights as a shareholder with respect to the RSUs or the shares
underlying them until the Company delivers the shares to Recipient on the delivery date. 
 (i) Tax Withholding.
Recipient acknowledges that, at the delivery date, the value of such vested RSUs will be treated as ordinary compensation income for federal and state income and FICA tax purposes, and that the Company will be required to withhold taxes on this
income amount. Promptly following the delivery date, the Company will notify Recipient of the required withholding amount. Concurrently with or prior to the delivery of the certificate referred to in Section 1(g), Recipient shall pay to the
Company the required withholding amount in cash or, at the election of Recipient (which election must be made on or before the vesting date), by surrendering to the Company for cancellation shares of the Company’s Common Stock to be issued with
respect to the RSUs or other shares of the Company’s Common Stock valued at the closing market price for the Company’s Common Stock on the vesting date. If Recipient pays the withholding amount in shares of Common Stock, the Company shall
pay to Recipient in cash the amount of any resulting over payment. 
 (j) Section 409A. The award made pursuant to
this Agreement shall be interpreted in accordance with Section 409A and Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance issued after the grant of the
award. 
  

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 (1) Notwithstanding any provision of the award to the contrary, the Company may adopt
such amendments to the award or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to (1) exempt the
award from the application of Section 409A or preserve the intended tax treatment of the benefits provided with respect to the award, or (2) comply with the requirements of Section 409A. 
 (2) If an amount is determined to be subject to applicable provisions of Section 409A of the Code, payment in connection with
termination of employment for a reason other than death or total disability may not start or be made to Recipient if the Company determines Recipient is a “key employee” as defined in Section 416(i) of the Code, without regard to
Section 416(i)(5) of the Code, before the date which is six months after the date of termination, notwithstanding any other provisions for time of payment in this Agreement. The Company may determine that Recipient is a key employee in the
event of doubt or to avoid impractical efforts or expense to make an exact determination of key employees. Recipient shall have no claim, rights or remedy if the determination is not correct. 
 2. Miscellaneous. 
 (a) Entire Agreement; Amendment. This Agreement and the Plan (including without limitation Section 17 thereof) constitutes the entire agreement of the parties with regard to the subjects hereof and may be amended only by written
agreement between the Company and Recipient. 
 (b) Notices. Any notice required or permitted under this Agreement
shall be in writing and shall be deemed sufficient when delivered personally to the party to whom it is addressed or when deposited into the United States mail as registered or certified mail, return receipt requested, postage prepaid, addressed to
Electro Scientific Industries, Inc., Attention: Corporate Secretary, at its principal executive offices or to Recipient at the address of Recipient in the Company’s records, or at such other address as such party may designate by ten
(10) days’ advance written notice to the other party. 
 (c) Rights and Benefits. The rights and benefits of
this Agreement shall inure to the benefit of and be enforceable by the Company’s successors and assigns and, subject to the restrictions on transfer of this Agreement, be binding upon Recipient’s heirs, executors, administrators,
successors and assigns. 
 (d) Further Action. The parties agree to execute such further instruments and to take such
further action as may reasonably be necessary to carry out the intent of this Agreement. 
 (e) Applicable Law;
Attorneys’ Fees. The terms and conditions of this Agreement shall be governed by the laws of the State of Oregon. In the event either party institutes litigation hereunder, the prevailing party shall be entitled to reasonable
attorneys’ fees to be set by the trial court and, upon any appeal, the appellate court. 
  

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 (f) Counterparts. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original. 
  

			
	ELECTRO SCIENTIFIC INDUSTRIES, INC.
		
	By:	 	 
		 	Authorized Officer
	
	 
	Recipient


  

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 EXHIBIT A 
 DESIGNATION OF BENEFICIARY 
  

			
	Name ____________________________________	  	Social Security Number ______-______-_________
	  
 I designate the following person(s) to receive any restricted stock
units outstanding upon my death under the Restricted Stock Units Award Agreement with Electro Scientific Industries, Inc.:
  
 A.     Primary Beneficiary(ies)

		
	 Name_________________________________
	  	Social Security Number ______-______-_________
	 Birth Date _____________________________
	  	Relationship _________________________________
	 Address___________________________________
	  	City______________ State________ Zip _________
		
	 Name_________________________________
	  	Social Security Number ______-______-_________
	 Birth Date _____________________________
	  	Relationship _________________________________
	 Address___________________________________
	  	City______________ State________ Zip _________
		
	 Name_________________________________
	  	Social Security Number ______-______-_________
	 Birth Date _____________________________
	  	Relationship _________________________________
	 Address___________________________________
	  	City______________ State________ Zip _________
	  
 If more than one primary beneficiary is named, the units will be
divided equally among those primary beneficiaries who survive the undersigned.
  
 B.     Secondary Beneficiary(ies)
  
 In the event no Primary Beneficiary is living at the time of my death, I designate the following the
person(s) as my beneficiary(ies):

		
	 Name_________________________________
	  	Social Security Number ______-______-_________
	 Birth Date _____________________________
	  	Relationship _________________________________
	 Address___________________________________
	  	City______________ State________ Zip _________
		
	 Name_________________________________
	  	Social Security Number ______-______-_________
	 Birth Date _____________________________
	  	Relationship _________________________________
	 Address___________________________________
	  	City______________ State________ Zip _________
		
	 Name_________________________________
	  	Social Security Number ______-______-_________
	 Birth Date _____________________________
	  	Relationship _________________________________
	 Address___________________________________
	  	City______________ State________ Zip _________

 If more than one Secondary Beneficiary is named, the units will be divided equally among those Secondary
beneficiaries who survive the undersigned. 
 This designation revokes and replaces all prior designations of beneficiaries under the Restricted Stock Units
Award Agreement. 
 __________________________________
                                Date signed: _______________________, 20___ 

Signature 
  

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