Exhibit
10.6


FEI COMPANY


RESTRICTED STOCK UNIT AGREEMENT


[NAME]


Employee ID Number: [Number]


NOTICE OF GRANT


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:


	
  Number of Restricted Stock Units:

  	
   

  	
  [________]

  
	
   

  	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  	
  The Restricted Stock Units will vest in accordance
  with the following schedule: ____% of the Restricted Stock Units will vest on
  each anniversary of the Grant Date.*

  



IMPORTANT:


* Except as otherwise
provided in Appendix A, Employee will not vest in the Restricted Stock Units
unless he or she is employed by the Company or one of its subsidiaries through
the applicable vesting date.


Your signature
below indicates your agreement and understanding that this award is subject to
all of the terms and conditions contained in Appendix A and the Plan.  For example, important additional information
on vesting and forfeiture of the Restricted Stock Units is contained in
paragraphs 4 through 8 of Appendix A. 
PLEASE BE SURE TO READ ALL OF APPENDIX A, WHICH
CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT.


	
  FEI COMPANY

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  __________________________________

  	
   

  	
  ________________________________

  
	
  [NAME]

  	
   

  	
  [NAME]

  
	
   

  	
   

  	
   

  
	
  __________________________________

  	
   

  	
   

  
	
  [TITLE]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: _____________, 20___

  	
   

  	
  Date: _____________, 20___

  
	
   

  	
   

  	
   

  










 



APPENDIX A


TERMS
AND CONDITIONS OF RESTRICTED STOCK UNITS


1.             Definitions.  All capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Plan.


2.             Grant.  The Company hereby grants to the Employee
under the Plan an award of the Number of Restricted Stock Units set forth on
the Notice of Grant, subject to all of the terms and conditions in this
Agreement and the Plan.


 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 Employee
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.  Restricted Stock Units
shall not vest in the Employee in accordance with any of the provisions of this
Agreement unless the Employee shall have been continuously employed by the
Company or by one of its subsidiaries from the Grant Date until the date the
Restricted Stock Units are otherwise scheduled to vest occurs.


5.             Modifications
to Vesting Schedule.


(a)           Vesting upon Leave of
Absence.  Notwithstanding
anything in paragraph 4 to the contrary, and except as otherwise provided by
the Committee 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 Employee 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 Employee.
In the event of the Employee’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 Employee’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.             Committee Discretion.  The Committee, 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, subject to the terms of the
Plan.  If so accelerated, such Restricted
Stock Units will be considered as having vested as of the date specified by the
Committee.  If the Committee, 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
Employee remains employed by the Company or by one of its subsidiaries 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 Employee 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
Employee (or in the event of the Employee’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 Employee (or in the event of the Employee’s
death, to his or her estate) in accordance with the provisions of such
paragraph, subject to paragraph 11. 
For each Restricted Stock Unit that vests, the Employee 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 Employee’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 Employee.  Any distribution or
delivery to be made to the Employee under this Agreement will, if the Employee
is then deceased, be made to the administrator or executor of the Employee’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
Employee, unless and until satisfactory arrangements (as determined by the
Company) will have been made by the Employee 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 Employee
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
Employee 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 Employee 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 Employee is not an “executive officer” of the Company (within the
meaning of Section 402 of the Sarbanes Oxley Act of 2002), the Employee 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 Employee has failed to make
satisfactory arrangements at the time the applicable Shares otherwise are
scheduled to vest, the Employee 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 Employee 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 Employee
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 Employee nor any person claiming
under or through the Employee 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 Employee (including
through electronic delivery to a brokerage account).  After such issuance, recordation and
delivery, the Employee 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
Employee, the terms of such employment will be determined from time to time by
the Company, or the subsidiary of the Company employing the Employee, as the
case may be, and the Company, or the subsidiary of the Company employing the Employee,
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 Employee 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 any way (whether by operation of law or otherwise) and will not
be subject to sale under execution, attachment or similar process, until the
Employee 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 Employee’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 Committee 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 Committee 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 Committee may establish from time to time for
reasons of administrative convenience.









 



19.           Plan Governs.  This Agreement is subject to all the terms
and provisions of the Plan.  In the event
of a conflict between one or more provisions of this Agreement and one or more
provisions of the Plan, the provisions of the Plan will govern.


20.           Committee Authority.  The Committee will have the power to
interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan 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 Committee in good faith will be
final and binding upon the Employee, the Company and all other interested
persons.  No member of the Committee will
be personally liable for any action, determination or interpretation made in
good faith with respect to the Plan or this Agreement.


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


22.           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.


23.           Modifications to the Agreement.  This Agreement constitutes the entire
understanding of the parties on the subjects covered.  The Employee 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 or the Plan
can be made only in an express written contract executed by a duly authorized
officer of the Company.  Notwithstanding
anything to the contrary in the Plan or this Agreement, the Company reserves
the right to revise this Agreement as it deems necessary or advisable, in its
sole discretion and without the consent of the Employee, 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.


24.           Amendment, Suspension or
Termination of the Plan.  By
accepting this Restricted Stock Units award, the Employee expressly warrants
that he or she has received a right to receive stock under the Plan, and has
received, read and understood a description of the Plan.  The Employee understands that the Plan is
discretionary in nature and may be amended, suspended or terminated by the
Company at any time.


25.           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.