Exhibit
10.1


July 12, 2006


Dr. Don Kania


Dear Don:


I am very pleased
to extend an offer to you to join FEI Company as President and Chief Executive
Officer, reporting to the Board of Directors.


The elements of our
offer are as follows:


·                    Your initial
base salary in this position will be at an annual salary of $550,000, earned
and payable at the bi-weekly rate of approximately $21,153.85, and is subject
to annual review by the Compensation Committee of the Board of Directors.


·                    You will be
eligible to participate in the FEI Management Bonus Plan. The target incentive
award for this position will be one hundred percent (100%) of your base salary,
but can vary more or less than that amount depending on FEI’s performance
against specific corporate goals and individual performance determined by the
Compensation Committee. The MBP award is payable in the March time frame for
the prior fiscal year’s performance.


·                    For 2006,
however, you will have a guaranteed bonus of at least $550,000 under the MBP,
regardless of specific individual or corporate goals and subject to your
continued service to FEI through the date that the MBP payment is made.


·                    You will be
granted (i) non-qualified stock options for an aggregate of 300,000 shares of
FEI stock (from within FEI’s 1995 Stock Incentive Plan up to the 200,000 annual
share limit and outside of such plan for the additional 100,000 shares as a
material inducement to your decision to accept employment) and (ii) 100,000
restricted share units (from within FEI’s 1995 Stock Incentive Plan up to the
75,000 annual share unit limit and outside of such plan for the additional
25,000 share units as a material inducement to your decision to accept
employment), each of which will vest twenty-five percent (25%) per year on each
anniversary of the date of grant, subject to continued service to FEI through
that vesting date.  The option grant date
and restricted share unit grant date will be your first day of employment at
FEI.


·                    You will be
granted 50,000 restricted share units,
which will vest one hundred percent (100%) on the first anniversary of the date
of grant, subject to your continued service to FEI through that date.  The grant date will be your first day of
employment at FEI.


·                    You
will be covered under FEI’s individual Severance and Change-In-Control
Agreement which will provide:


·                     That so long as you are CEO at the
time of the change of control event, you will receive two (2) years of base
pay, two (2) years of targeted bonus, two (2) years extension of benefits and
option acceleration in the event of your termination without cause within
eighteen (18) months of a specified change of control transaction.


·                     Payment for termination other than
for cause and outside of a change of control as follows:


·                     If terminated, including as a result
of death or Disability, in the first year, two (2) years of base pay and bonus


·                     If terminated, including as a
result of death or Disability, in the second year or thereafter, eighteen (18)
months of base pay and bonus









 



 


You also will be covered by the Indemnity Agreement
provided to FEI’s executive officers.


·                    FEI will incur
costs for your relocation to the Portland, OR area of up to $400,000, which
will include home sale and purchase expense reimbursements, temporary housing
and the like.


This offer is a summary
of the items described and is subject to more complete documentation of those
items.  I also need to point out that
employment at FEI is mutually “at will” and either you or FEI may terminate
your employment for any reason or no reason at any time.  We will work together to agree upon a
mutually acceptable date for your employment to commence.


Don, we sincerely believe
that FEI will provide the challenges and opportunities that you seek and that
you will be a great leader for our company. 
I look forward to welcoming you to FEI.


	
  

  	
  Best regards,

  
	
   

  	
   

  
	
   

  	
  /s/ Wilf
  Corrigan

  
	
   

  	
  Wilf Corrigan

  
	
   

  	
  Director

  



 


Your signature below will
indicate your understanding and acceptance of the offer of employment set forth
in this letter, and the terms and conditions applicable to such offer. Please
sign both copies and return one to me by facsimile, followed by a hard copy in
the envelope provided.


	
  /s/ Don Kania

  	
   

  	
  July 21, 2006

  	
   

  
	
  Dr. Don Kania

  	
   

  	
  Date