Exhibit 10.22




 




EXECUTION COPY




 




AMENDMENT TO THE FEI COMPANY




NON-NEGOTIABLE PROMISSORY NOTE (STOCK PURCHASE)




 




This Amendment to the Note (as defined hereafter) is

made as of June 24, 2002 by and between FEI Company, an Oregon corporation

(the “Company”), and Vahe Sarkissian, an individual (“Maker”).




 




WHEREAS, pursuant to the terms of a Restricted Stock

Purchase Agreement, dated as of June 25, 1998 (the “Agreement”), by and

between the Company and Maker, the Company issued to Maker a Non-Negotiable

Promissory Note, dated as of June 25, 1998 in the principal amount of

$1,115,530 (the “Note”);




 




WHEREAS, pursuant to the Note, the principal and all

accrued and unpaid interest on the Note is due and payable on June 24, 2002

(the “Repayment Date”);




 




WHEREAS, the Company and Maker desire to extend the

Repayment Date of the Note to June 24, 2004;




 




WHEREAS, pursuant to the Note, interest accrues on the

unpaid principal balance outstanding at a rate of five and 58/100 percent

(5.58%) per annum; and




 




WHEREAS, the Company and Maker desire to increase the

rate at which interest accrues on the unpaid balance outstanding to a current

market interest rate of five and 75/100 percent (5.75%) per annum;




 




NOW, THEREFORE, in consideration of the foregoing, and

the agreements set forth below, the parties hereby agree as follows:




 




1.             Section 1

of the Note (and only such section of the Note) is hereby amended and restated

in its entirety to read as follows:




 




“Interest. 

Interest shall accrue on the unpaid principal balance outstanding hereunder

at the rate of five and 58/100 percent (5.58%) per annum; provided, however,

that beginning as of June 25, 2002, interest shall accrue at the rate of

five and 75/100 percent (5.75%) per annum. 

Interest shall be compounded annually and shall be calculated on the

basis of a 365- or 366-day year, as applicable, for the actual number of days

elapsed.”




 




2.             Section 2

of the Note (and only such section of the Note) is hereby amended and restated

in its entirety to read as follows:




 




“Maturity.  The

principal amount of this note, together with all accrued and unpaid interest

thereon, shall be due and payable on June 24, 2005.”




 




3.             Maker

acknowledges that it is his current intention to apply a portion of the

proceeds of any sale of Company common stock (or the common stock of any

successor entity) by Maker prior to the maturity of the Note (as amended)

toward the prepayment of amounts owed under the Note (as amended).




 





























 




This Amendment shall be construed in accordance with

the laws of the State of Oregon, regardless of the choice of law rules

applicable in such state.




 




This Amendment may be executed by facsimile and in two

or more counterparts, each of which shall be deemed an original, and all of

which together shall constitute one and the same instrument.




 




IN WITNESS WHEREOF, this Amendment has been executed

as of the day and year first written above.




 




 




	

   


  	

  THE COMPANY


  
	

   


  	

   


  
	

   


  	

  FEI COMPANY


  
	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Bradley J. Thies


  	

   


  
	

   


  	

   


  	

  Bradley J. Thies


  
	

   


  	

   


  	

  Vice President and

  General Counsel


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  MAKER


  
	

   


  	

   


  
	

   


  	

   


  	

  /s/ Vahé A. Sarkissian


  	

   


  
	

   


  	

  Vahe Sarkissian


  
							





 




 




Signature Page to




Amendment to the FEI Company




Non-Negotiable Promissory Note (Stock Purchase)




 




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