Exhibit 10.5


FEI COMPANY


STAND-ALONE RESTRICTED STOCK UNIT
AGREEMENT


I.              NOTICE OF GRANT OF RESTRICTED STOCK UNITS


Name:                    Don Kania


Address:


As an inducement
material to your decision to accept employment with the Company, you have been
granted an award of Restricted Stock Units, subject to the terms and conditions
of this Agreement, as follows:


	
  Date of Grant:

  	
   

  	
  _______________________________, 2006

  
	
   

  	
   

  	
   

  
	
  Number of Restricted Stock Units:

  	
   

  	
  50,000

  
	
   

  	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  	
  Subject to the accelerated vesting provisions set
  forth in the Executive Severance Agreement between Executive and the Company
  effective ________________, 2006 (the “Severance Agreement”), the Restricted
  Stock Units will vest in accordance with the following schedule: 100% of the
  Restricted Stock Units will vest on the first anniversary of the Grant Date,
  subject to the Executive continuing to be a Service Provider through such
  vesting date.

  



 


II.            TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS


1.             Definitions.  As used herein, the following definitions
shall apply:


(a)           “Agreement”
means this restricted stock unit agreement between the Company and Executive
evidencing the terms and conditions of this award of Restricted Stock Units.


(b)           “Board”
means the Board of Directors of the Company or any committee of the Board that
has been designated by the Board to administer this Agreement.


(c)           “Code”
means the Internal Revenue Code of 1986, as amended.


(d)           “Common
Stock” means the common stock of the Company.


(e)           “Company”
means FEI Company, an Oregon corporation.


(f)            “Consultant”
means any person, including an advisor, engaged by the Company or a Parent or
Subsidiary to render services to such entity.


(g)           “Director”
means a member of the Board.









 



(h)           “Employee”
means any person, including Officers and Directors, employed by the Company or
any Parent or Subsidiary.  Neither
service as a Director nor payment of a director’s fee by the Company shall be
sufficient to constitute “employment” by the Company.  An Employee will not cease to be such in the
case of transfers between locations of the Company or between the Company, its
Parent, any Subsidiary, or any successor.


(i)            “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


(j)            “Executive”
means the person named in the Notice of Grant.


(k)           “Fair
Market Value” means, as of any date, the value of Common Stock determined
as follows:


(i)    If
the Common Stock is listed on any established stock exchange or a national
market system, including without limitation the Nasdaq National Market or The
Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall
be the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system on the day of determination, as
reported in The Wall Street Journal or such other
source as the Board deems reliable;


(ii)   If
the Common Stock is regularly quoted by a recognized securities dealer but
selling prices are not reported, its Fair Market Value shall be the mean
between the high bid and low asked prices for the Common Stock on the day of
determination; or


(iii)  In
the absence of an established market for the Common Stock, the Fair Market
Value thereof shall be determined in good faith by the Board.


(l)            “Notice
of Grant” means a written notice, in Part I of this Agreement, evidencing
certain terms and conditions of this award of Restricted Stock Units.  The Notice of Grant is part of this
Agreement.


(m)          “Officer”
means a person who is an officer of the Company within the meaning of Section
16 of the Exchange Act and the rules and regulations promulgated thereunder.


(n)           “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code.


(o)           “Service
Provider” means an Employee, Director or Consultant.


(p)           “Share”
means a share of the Common Stock, as adjusted in accordance with Section 11 of
this Agreement.


(q)           “Subsidiary”
means a “subsidiary corporation”, whether now or hereafter existing, as defined
in Section 424(f) of the Code.


2.             Grant.  The Company hereby grants to the Executive
50,000 Restricted Stock Units, subject to all of the terms and conditions set
forth herein.


3.             Company’s Obligation to Pay.  Each Restricted Stock Unit has a value equal
to the Fair Market Value of a share of Common Stock (“Share”) on the date that
the Restricted Stock Unit is granted. 
Unless and until the Restricted Stock Units have vested in the manner
set forth in paragraphs 4, 5 or 6, the Executive will have no right to
payment of such Restricted Stock Units. 
Prior to actual payment of any vested Restricted Stock Units, such
Restricted Stock Units will represent an unsecured obligation.  Payment of any vested Restricted Stock Units
shall be made in whole Shares only.


4.             Vesting Schedule/Period of Restriction.  Except as provided in paragraphs 5 and 6, the
Restricted Stock Units awarded by this Agreement shall vest in accordance with
the vesting provisions set forth on the first page of this Agreement, subject
to the Executive continuing to be a Service Provider through each applicable
vesting date.









 



5.             Modifications to Vesting
Schedule.


(a)           Vesting upon Leave of
Absence.  Notwithstanding
anything in paragraph 4 to the contrary, and except as extended by the Board or
as required by applicable law, vesting of the Restricted Stock Units shall be
suspended during any unpaid leave of absence, other than military leave, of
more than ninety (90) days.  The vesting
schedule shown in the Notice of Grant will be delayed for the number of days
that the unpaid leave of absence extends beyond ninety (90) days.  The suspension of vesting will commence on
the ninety-first (91st) day of the leave and will end on the date the Executive
returns to work on a regular schedule as determined by the Company.  No vesting credit will be awarded for the
time vesting has been suspended during such leave of absence.


(b)           Death of Executive.
In the event of the Executive’s death, one hundred percent (100%) of the
Restricted Stock Units subject to this Restricted Stock Unit award shall vest
on the date of the Executive’s death.  In
the event that any applicable law limits the Company’s ability to accelerate
the vesting of this award of Restricted Stock Units, this paragraph 5(b) shall
be limited to the extent required to comply with applicable law.


6.             Board Discretion.  The Board, in its discretion, may accelerate
the vesting of the balance, or some lesser portion of the balance, of the
Restricted Stock Units at any time.  If
so accelerated, such Restricted Stock Units will be considered as having vested
as of the date specified by the Board. 
If the Board, in its discretion, accelerates the vesting of the balance,
or some lesser portion of the balance, of the Restricted Stock Units, the
payment of such accelerated Restricted Stock Units nevertheless shall be made
at the same time or times as if such Restricted Stock Units had vested in
accordance with the vesting schedule set forth on the first page of this
Agreement (whether or not the Executive remains a Service Provider as of such
date(s)).


7.             Changes in Capital Structure.


(a)           Stock Splits; Stock
Dividends.  If the outstanding
Common Stock of the Company is hereafter increased or decreased or changed into
or exchanged for a different number or kind of shares or other securities of
the Company by reason of any stock split, combination of shares or dividend
payable in shares, recapitalization or reclassification appropriate adjustment
shall be made by the Board of Directors in the number and kind of shares
subject to the Restricted Stock Units. 
The Board of Directors shall have no obligation to effect any adjustment
that would or might result in the issuance of fractional shares, and any
fractional shares resulting from any adjustment may be disregarded or provided
for in any manner determined by the Board of Directors.  Any such adjustments made by the Board of
Directors shall be conclusive.


(b)           Mergers, Reorganizations,
Etc.  In the event of a
merger, consolidation or plan of exchange to which the Company is a party or a
sale of all or substantially all of the Company’s assets (each, a “Transaction”),
the Board of Directors shall, in its sole discretion and to the extent possible
under the structure of the Transaction, select one of the following
alternatives for treating this award of Restricted Stock Units:


(i)            This award shall remain in effect in
accordance with its terms.


(ii)           This award shall be assumed or
substituted by the surviving corporation or its parent with an award with
substantially the same terms as this award. 
The amount and type of securities subject thereto shall be determined by
the Board of Directors of the Company, taking into account the relative values
of the companies involved in the Transaction and the exchange rate, if any,
used in determining shares of the surviving corporation to be issued to holders
of shares of the Company.


(iii)          If this award is not continued in
accordance with paragraph 7(b)(i) or assumed or substituted in accordance with
paragraph 7(b)(ii), this award shall be accelerated and cancelled after payment
to the Executive in Shares of an amount equal to the Restricted Stock Units
subject to this award at the time of the Transaction.


8.             Payment after Vesting.  Any Restricted Stock Units that vest in
accordance with paragraphs 4 or 5 will be paid to the Executive (or in the
event of the Executive’s death, to his or her estate) as soon as practicable
following the date of vesting, subject to paragraph 11. Any Restricted
Stock Units that vest in accordance with paragraph 6 will be paid to the
Executive (or in the event of the Executive’s death, to his or her estate) in
accordance with the provisions of 









 



such
paragraph, subject to paragraph 11. 
Notwithstanding the foregoing, to the extent required by Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”), any Restricted
Stock Units that vest in accordance with the terms of the Severance Agreement
will be paid to the Executive (or in the event of the Executive’s death, to his
or her estate) no earlier than six (6) months and one (1) day following the
date the Executive ceases to be a Service Provider, subject to paragraph
11.  For each Restricted Stock Unit that
vests, the Executive will receive one Share.


9.             Forfeiture.  Notwithstanding any contrary provision of
this Agreement, the balance of the Restricted Stock Units that have not vested
pursuant to paragraphs 4, 5 and 6 at the time of the Executive’s termination of
service for any or no reason will be forfeited and automatically transferred to
and reacquired by the Company at no cost to the Company.


10.           Death of Executive.  Any distribution or delivery to be made to
the Executive under this Agreement will, if the Executive is then deceased, be
made to the administrator or executor of the Executive’s estate.  Any such administrator or executor must
furnish the Company with (a) written notice of his or her status as transferee,
and (b) evidence satisfactory to the Company to establish the validity of the
transfer and compliance with any laws or regulations pertaining to said
transfer.


11.           Withholding of Taxes.  Notwithstanding any contrary provision of
this Agreement, no certificate representing the Shares will be issued to the
Executive, unless and until satisfactory arrangements (as determined by the
Company) will have been made by the Executive with respect to the payment of
federal, state, local and foreign income, social insurance, employment and any
other applicable taxes which the Company determines must be withheld with
respect to such Shares.  The Company, in its sole discretion and pursuant
to such procedures as it may specify from time to time, may permit the
Executive to satisfy such tax withholding obligation, in whole or in part by
one or more of the following (without limitation): (a) paying cash, (b)
payroll withholding, (c) delivering to the Company already vested and
owned Shares having a fair market value equal to the amount required to be
withheld, or (d) selling a sufficient number of such Shares otherwise
deliverable to Executive through such means as the Company may determine in its
sole discretion (whether through a broker or otherwise) equal to the amount
required to be withheld.  If the Executive fails to make satisfactory
arrangements for the payment of any required tax withholding obligations
hereunder at the time any applicable Shares otherwise are scheduled to vest
pursuant to this Agreement and such Executive is not an “executive officer” of
the Company (within the meaning of Section 402 of the Sarbanes Oxley Act of
2002), the Executive will have 30 business days to cure such failure.  If such failure is not cured within this
30-day period or, in the case of an “executive officer” of the Company, the
Executive has failed to make satisfactory arrangements at the time the
applicable Shares otherwise are scheduled to vest, the Executive hereby
expressly consents to the Company retaining, to the maximum extent permitted by
law and without notice, from salary or other amounts payable to the Executive
cash having a sufficient value to satisfy any tax withholding obligations.  To the extent such cash is insufficient to
satisfy the Company’s tax withholding obligations, the Executive will
permanently forfeit the Restricted Stock Units, or a portion thereof, and such
Restricted Stock Units will be returned to the Company at no cost to the
Company.


12.           Rights as Stockholder.  Neither the Executive nor any person claiming
under or through the Executive will have any of the rights or privileges of a
stockholder of the Company in respect of any Shares deliverable hereunder
unless and until certificates representing such Shares (which may be in book
entry form) will have been issued, recorded on the records of the Company or
its transfer agents or registrars, and delivered to the Executive (including
through electronic delivery to a brokerage account).  After such issuance, recordation and
delivery, the Executive will have all the rights of a stockholder of the
Company with respect to voting such Shares and receipt of dividends and
distributions on such Shares.


13.           No Effect on Employment.  Subject to any employment contract with the
Executive, the terms of such employment will be determined from time to time by
the Company, or the Parent or Subsidiary employing the Executive, as the case
may be, and the Company, or the Parent or Subsidiary employing the Executive,
as the case may be, will have the right, which is hereby expressly reserved, to
terminate or change the terms of the employment of the Executive at any time
for any reason whatsoever, with or without good cause.  The transactions contemplated hereunder and
the vesting schedule set forth on the first page of this Agreement do not
constitute an express or implied promise of continued employment for any period
of time.









 



14.           Address for Notices.  Any notice to be given to the Company under
the terms of this Agreement will be addressed to the Company, in care of
General Counsel, FEI Company, 5350 NE Dawson Creek Drive, Hillsboro, Oregon
97124, or at such other address as the Company may hereafter designate in
writing.


15.           Grant is Not Transferable.  Except to the limited extent provided in this
Agreement, this grant of Restricted Stock Units and the rights and privileges
conferred hereby will not be sold, pledged, assigned, hypothecated, transferred
or disposed of in any way (whether by operation of law or otherwise) and will
not be subject to sale under execution, attachment or similar process, until
the Executive has been issued Shares in payment of the Restricted Stock
Units.  Upon any attempt to sell, pledge,
assign, hypothecate, transfer or otherwise dispose of this grant, or any right
or privilege conferred hereby, or upon any attempted sale under any execution,
attachment or similar process, this grant and the rights and privileges
conferred hereby immediately will become null and void.


16.           Restrictions on Sale of Securities.  The Shares issued as payment for vested
Restricted Stock Units under this Agreement will be registered under U.S.
federal securities laws and will be freely tradable upon receipt.  However, an Executive’s subsequent sale of
the Shares may be subject to any market blackout-period that may be imposed by
the Company and must comply with the Company’s insider trading policies, and
any other applicable securities laws.


17.           Binding Agreement.  Subject to the limitation on the
transferability of this grant contained herein, this Agreement will be binding
upon and inure to the benefit of the heirs, legatees, legal representatives,
successors and assigns of the parties hereto.


18.           Additional Conditions to Issuance
of Certificates for Shares.  The
Company shall not be required to issue any certificate or certificates for
Shares hereunder prior to fulfillment of all the following conditions:  (a) the admission of such Shares to
listing on all stock exchanges on which such class of stock is then listed;
(b) the completion of any registration or other qualification of such
Shares under any U.S. state or federal law or under the rulings or regulations
of the Securities and Exchange Commission or any other governmental regulatory
body, which the Board shall, in its absolute discretion, deem necessary or
advisable; (c) the obtaining of any approval or other clearance from any
U.S. state or federal governmental agency, which the Board shall, in its
absolute discretion, determine to be necessary or advisable; and (d) the
lapse of such reasonable period of time following the date of vesting of the
Restricted Stock Units as the Board may establish from time to time for reasons
of administrative convenience.


19.           Board Authority.  The Board will have the power to interpret
this Agreement and to adopt such rules for the administration, interpretation
and application of this Agreement as are consistent therewith and to interpret
or revoke any such rules (including, but not limited to, the determination of
whether or not any Restricted Stock Units have vested).  All actions taken and all interpretations and
determinations made by the Board in good faith will be final and binding upon
the Executive, the Company and all other interested persons.  No member of the Board will be personally
liable for any action, determination or interpretation made in good faith with
respect to this Agreement.


20.           Captions.  Captions provided herein are for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.


21.           Agreement Severable.  In the event that any provision in this
Agreement will be held invalid or unenforceable, such provision will be
severable from, and such invalidity or unenforceability will not be construed
to have any effect on, the remaining provisions of this Agreement.


22.           Modifications to the Agreement.  This Agreement, together with the Severance
Agreement, constitute the entire understanding of the parties on the subjects
covered.  The Executive expressly
warrants that he or she is not accepting this Agreement in reliance on any
promises, representations, or inducements other than those contained
herein.  Modifications to this Agreement
can be made only in an express written contract executed by a duly authorized
officer of the Company.  Notwithstanding
anything to the contrary in this Agreement, the Board reserves the right to
revise this Agreement to the extent required, in its sole discretion and without
the consent of the Executive, to comply with Section 409A of the Code or to
otherwise avoid imposition of any additional tax or income recognition under
Section 409A of the Code prior to the actual payment of Shares pursuant to this
award of Restricted Stock Units.









 



23.           Notice of Governing Law.  This award of Restricted Stock Units shall be
governed by, and construed in accordance with, the laws of the State of Oregon, without regard to principles of conflict of laws.


By the Executive’s
signature and the signature of the Company’s representative below, the
Executive and the Company agree that this Option is granted under and governed
by the terms and conditions of this Agreement. 
The Executive has reviewed this Agreement in its entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Agreement
and fully understands all provisions of this Agreement.  The Executive hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Board
made in good faith upon any questions relating to this Agreement.  The Executive further agrees to notify the
Company upon any change in the residence address indicated below.


	
  EXECUTIVE

  	
   

  	
  FEI COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
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