Exhibit 10.2


EXECUTIVE SEVERANCE AGREEMENT


August __, 2006


	
  Don Kania

  	
   

  	
  Executive

  
	
   

  	
   

  	
   

  
	
  FEI Company

  	
   

  	
  FEI

  
	
  an Oregon corporation

  	
   

  	
   

  
	
  5350 NE Dawson Creek Drive

  	
   

  	
   

  
	
  Hillsboro, Oregon 97124-5793

  	
   

  	
   

  



 


FEI considers the
establishment and maintenance of a sound and vital management to be essential
to protecting and enhancing the best interests of FEI and its
shareholders.  FEI recognizes that, as is
the case with many publicly held corporations, the possibility of a change of
control may exist and that such possibility, and the uncertainty and questions
which it may raise among management, may result in the departure or distraction
of management personnel to the detriment of FEI and its shareholders.  In order to induce Executive to remain employed
by FEI in the face of uncertainties about the long-term strategies of FEI and
possible change of control of FEI and their potential impact on Executive’s
position with FEI, this Executive Severance Agreement (“Agreement”), which has
been approved by the Board of Directors of FEI, sets forth the severance
benefits that FEI will provide to Executive in the event Executive’s employment
by FEI is terminated under the circumstances described in this Agreement.


1.             Employment
Relationship.  Effective as of
_____________, 2006 (the “Employment Commencement Date”), Executive became
employed by FEI as President and Chief Executive Officer (“Current Position”).  Executive and FEI acknowledge that either
party may terminate this employment relationship at any time and for any or no
reason, subject to the obligation of FEI to provide the severance benefits
specified in this Agreement in accordance with the terms hereof.


2.             Release of
Claims.  In consideration for
and as a condition precedent to receiving the severance benefits outlined in
this Agreement, Executive agrees to execute a Release of Claims in the form
attached as Exhibit A (“Release of Claims”).  Executive promises to execute and deliver the
Release of Claims to FEI within the later of (a) 21 days from the date
Executive receives the Release of Claims or (b) the last day of Executive’s
active employment.


3.             Compensation
Upon Termination for Death, Disability or Other than For Cause not in
Connection with a Change of Control. 
In the event of a Termination of Executive’s Employment (as defined in
Section 8.1 of this Agreement) from the Current Position due to Executive’s
death, Disability (as defined in Section 8.4 of this Agreement) or termination
by the Company for any reason other than for Cause (as defined in Section 8.2
of this Agreement), and such termination is not in Connection with a Change of
Control (as defined in Section 8.5 of this Agreement), then contingent upon
Executive’s execution of the Release of Claims and compliance with Sections 9,
10 and 12 FEI shall pay Executive, in a single lump sum payment after
employment has ended and eight days have passed following execution of the
Release of Claims without revocation, the amounts set out below as severance
pay and in lieu of any other compensation for periods subsequent to the date of
termination:


(a)  If the date of Termination of Executive’s
Employment occurs prior to the first anniversary of the Employment Commencement
Date, then Executive shall be paid an amount in cash equal to the sum of: (i)
twenty-four (24) months of Executive’s annual base pay at the rate in effect
immediately prior to the date of termination, plus (ii) 200% of the Executive’s
target bonus for the year in which Termination of Executive’s Employment occurs
under the annual cash incentive plan(s) in effect at the time of termination
(less bonus amounts already paid for such year).









 



(b)  If the date of Termination of Executive’s
Employment occurs on or after the first anniversary of the Employment
Commencement Date, then Executive shall be paid an amount in cash equal to the
sum of: (i) eighteen (18) months of Executive’s annual base pay at the rate in
effect immediately prior to the date of termination, plus (ii) 150% of the
Executive’s target bonus for the year in which Termination of Executive’s
Employment occurs under the annual cash incentive plan(s) in effect at the time
of termination (less bonus amounts already paid for such year).


4.             Compensation
Upon Termination Without Cause or Resignation for Good Reason in Connection
with a Change of Control.   In
the event of a Termination of Executive’s Employment in Connection with a
Change of Control (i) for Good Reason (ii) other than for Cause, or (iii) upon
Executive’s death or Disability and Executive was employed in his Current
Position at the time of a Change of Control, then in each event contingent upon
Executive’s execution of the Release of Claims and compliance with Sections 9,
10 and 12, Executive shall be entitled to the benefits set forth in this
Section 4.  If Executive is entitled to benefits under this Section 4,
Executive shall not be entitled to any benefits under Section 3 of this
Agreement as they are not cumulative.


4.1           Base Pay and Bonus. 
Executive shall be paid an amount in cash equal to the sum of: (i) twenty-four
(24) months of Executive’s annual base pay at the rate in effect immediately
prior to the date of termination, plus (ii) 200% of the Executive’s target
bonus for the year in which Termination of Executive’s Employment occurs under
the annual cash incentive plan(s) in effect at the time of termination (less
bonus amounts already paid for such year).


4.2           Health Insurance.  Pursuant to COBRA, a federal law, Executive
is entitled to extend coverage under any FEI group health plan in which
Executive and Executive’s dependents are enrolled at the time of termination of
employment.  FEI will pay Executive a
lump sum payment in an amount equivalent to two times (2x) the reasonably
estimated cost Executive may incur to extend for a period of 18 months under
the COBRA continuation laws Executive’s group health and dental plan coverage
in effect at the time of termination. 
Executive may use this payment for such COBRA continuation coverage or
for any other purpose.


4.3.          Life Insurance.  For a period of two years following
Termination of Executive’s Employment, FEI shall maintain in full force and
effect, at its sole cost and expense, for Executive’s continued benefit, any
life insurance policy insuring Executive’s life in effect immediately prior to
termination, provided that Executive’s continued participation is possible
under the general terms and provisions of such policy.  At Executive’s election or in the event that
Executive’s continued participation in such policy is barred, FEI shall make a
lump sum payment to Executive equal to the total premiums that would have been
paid by FEI for such two-year period.


4.4           Stock Options and Other
Awards.  All outstanding stock
options held by Executive shall become immediately exercisable in full and
shall remain exercisable until the earlier of (a) two (2) years after
termination of employment or (b) the option expiration date as set forth in the
applicable option agreement.  All vesting
and performance requirements shall be deemed fully satisfied, and all repurchase
rights of FEI shall immediately terminate, under all outstanding restricted
stock awards held by the Executive.  With
respect to outstanding awards other than stock options and restricted stock
(but including restricted stock units), Executive will immediately vest in and
have the right to exercise such awards, all restrictions will lapse, and all
performance goals or other vesting criteria will be deemed achieved at 100
percent target levels and all other terms and conditions met.  Such awards will be paid or otherwise settled
as soon as administratively practicable following the date of termination or,
if later, the date of exercise. 
Notwithstanding the foregoing, to the extent required to avoid
imposition of any additional tax or income recognition under Section 409A of
the Internal Revenue Code of 1986, as amended (“IRC”), the vesting of such
awards shall be accelerated in accordance with this Section 4.4 but such awards
shall be paid or settled at the same time or times that the awards otherwise
would have been paid or settled in the absence of this Section 4.4.


5.             Capped
Benefit.  Notwithstanding any
provision in this Agreement, in the event that Executive would receive a
greater after-tax benefit from the Capped Benefit (as defined in the next
sentence) than from the payments pursuant to this Agreement (the “Specified
Benefits”), the Capped Benefit shall be paid to Executive and the Specified
Benefits shall not be paid.  The Capped
Benefit is the Specified Benefits, reduced by the amount 









 



 


necessary to prevent any
portion of the Specified Benefits from being “parachute payments” as defined in
section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (“IRC”), or
any successor provision.  For purposes of
determining whether Executive would receive a greater after-tax benefit from
the Capped Benefit than from the Specified Benefits, there shall be taken into
account all payments and benefits Executive will receive in connection with a
Change of Control (collectively, excluding the Specified Benefits, the “Change
of Control Payments”) as determined in accordance with Section 280G and the
regulations issued thereunder.  To
determine whether Executive’s after-tax benefit from the Capped Benefit would
be greater than Executive’s after-tax benefit from the Specified Benefits,
there shall be subtracted from the sum of the before-tax Specified Benefits and
the Change of Control Payments (including the monetary value of any non-cash
benefits) any excise tax that would be imposed under IRC § 4999 and all federal,
state and local taxes required to be paid by Executive in respect of the
receipt of such payments, assuming that such payments would be taxed at the
highest marginal rate applicable to individuals in the year in which the
Specified Benefits are to be paid or such lower rate as Executive advises FEI
in writing is applicable to Executive. 
Unless FEI and Executive otherwise agree in writing, any determination
required under this Section shall be made in writing by FEI’s independent
public accountants or other nationally recognized accountants reasonably
acceptable to both parties (the “Accountants”), whose determination shall be
conclusive and binding upon Executive and FEI for all purposes.  For purposes of making the calculations
required by this Section, the Accountants may rely on reasonable, good faith
interpretations concerning the application of Sections 280G and 4999 of the
IRC.  FEI and the Employee shall furnish
to the Accountants such information and documents as the Accountants may
reasonably request in order to make a determination under this Section.  FEI shall bear all costs the Accountants may
reasonably incur in connection with any calculations contemplated by this
Section.


6.             Tax
Withholding; Subsequent Employment.


6.1           Withholding.  All payments provided for in this Agreement
are subject to applicable tax withholding obligations imposed by federal, state
and local laws and regulations.


6.2           Subsequent Employment.  The amount of any payment provided for in
this Agreement shall not be reduced, offset or subject to recovery by FEI by
reason of any compensation earned by Executive as the result of employment by
another employer after termination.


7.             Other
Agreements or Arrangements. 
In the event that severance benefits are payable to Executive under any
other agreement or arrangement with or plan or policy of FEI in effect at the
time of termination (including but not limited to any employment agreement or
severance plan or policy, but excluding for this purpose any stock option
agreement, restricted stock agreement or restricted share unit agreement that
may provide for accelerated vesting, extension of exercise periods or related
benefits upon the occurrence of a change of control, death or disability), the
benefits provided in this Agreement shall not be payable to Executive.  Executive may, however, elect to receive all
of the benefits provided for in this Agreement in lieu of all of the benefits
provided in all such other agreements. 
Any such election shall be made with respect to the agreements as a
whole, and Executive cannot select some benefits from one agreement and other
benefits from this Agreement.


8.             Definitions.


8.1           Termination of Executive’s
Employment.  Termination of
Executive’s Employment means that FEI has terminated Executive’s employment
from his Current Position with FEI.  For
purposes of Section 4, Termination of Executive’s Employment shall include
termination by Executive in Connection with a Change of Control, by written
notice to FEI referring to the applicable paragraph of Section 8.1, for “Good
Reason” based on:


(A)          the assignment to Executive of a
different title, job or responsibilities that results in any decrease in the
level of responsibility of Executive with respect to the surviving company
after the Change of Control when compared to Executive’s Current Position;


(B)           a reduction by FEI or the surviving
company in Executive’s base pay as in effect immediately prior to the Change of
Control, other than a salary reduction that is part of a general salary
reduction affecting employees









 



 


generally;


(C)           a reduction by FEI or the surviving
company in total benefits available to Executive under cash incentive, stock
incentive and other employee benefit plans after the Change of Control compared
to the total package of such benefits as in effect prior to the Change of
Control; or


(D)          FEI or the surviving company requires
Executive to be based more than 50 miles from where Executive’s office is
located immediately prior to the Change of Control except for required travel on
company business to an extent substantially consistent with the business travel
obligations which Executive undertook on behalf of FEI prior to the Change of
Control.


8.2           Cause.   Termination
for “Cause” shall mean a
termination by FEI based on (i) Executive’s willful and substantial
misconduct in the performance of his duties, (ii) Executive’s willful
failure to perform his duties after two weeks written notice from the Company
(other than as a result of a total or partial incapacity due to a physical or
mental illness, accident or similar event), (iii) the Executive’s material
breach of this Agreement, (iv) the commission by Executive of any material
fraudulent act with respect to the business and affairs of the Company or any
subsidiary or affiliate thereof or (v) Executive’s conviction of (or plea
of nolo contendere to) a crime
constituting a felony. FEI may terminate Executive’s employment for Cause only
with the approval of a majority of the Board.


8.3           Change of Control.  A Change of Control shall mean that one of
the following events has taken place:


(A)          The shareholders of FEI approve one of
the following (“Approved Transactions”):


(i)            Any merger or statutory plan of
exchange involving FEI (“Merger”) in which FEI is not the continuing or
surviving corporation or pursuant to which Common Stock would be converted into
cash, securities or other property, other than a Merger involving FEI in which
the holders of Common Stock immediately prior to the Merger have the same
proportionate ownership of Common Stock of the surviving corporation after the
Merger; or


(ii)           Any sale, lease, exchange, or other
transfer (in one transaction or a series of related transactions) of all or
substantially all of the assets of FEI or the adoption of any plan or proposal
for the liquidation or dissolution;


(B)           A tender or exchange offer, other
than one made by FEI, is made for Common Stock (or securities convertible into
Common Stock) and such offer results in a portion of those securities being
purchased and the offeror after the consummation of the offer is the beneficial
owner (as determined pursuant to Section 13(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”)), directly or indirectly, of
securities representing at least 20 percent of the voting power of outstanding
securities of FEI;


(C)           FEI receives a report on Schedule 13D
of the Exchange Act reporting the beneficial ownership by any person (other
than Philips Business Electronics BV or any of its affiliates) of securities
representing 20 percent or more of the voting power of outstanding securities
of FEI, except that if such receipt shall occur during a tender offer or
exchange offer described in (B) above, a Change of Control shall not take place
until the conclusion of such offer; or









 



 


(D)          During any period of 12 months or
less, individuals who at the beginning of such period constituted a majority of
the Board of Directors cease for any reason to constitute a majority thereof
unless the nomination or election of such new directors was approved by a vote
of at least two-thirds of the directors then still in office who were directors
at the beginning of such period.


Notwithstanding anything
in the foregoing to the contrary, no Change of Control shall be deemed to have
occurred for purposes of this Agreement by virtue of any transaction which
results in Executive, or a group of persons which includes Executive,
acquiring, directly or indirectly, securities representing 20 percent or more
of the voting power of outstanding securities of FEI.


8.4           Disability.  For purposes of the payment of severance
benefits under Section 3 or Section 4 of this Agreement, “Disability” shall
mean Executive’s absence from full-time duties with FEI for 180 consecutive
days as a result of Executive’s incapacity due to physical or mental illness,
unless within 30 days after notice of termination by FEI following such absence
Executive shall have returned to the full-time performance of Executive’s
duties.  The conclusive and binding
determination of Executive’s Disability will be made by the Board of Directors
in accordance with the definition of Disability as set forth above.


8.5           In Connection with a
Change of Control.  For
purposes of this Agreement, a termination of Executive’s employment with FEI is
“in Connection with a Change of Control” if Executive’s employment is
terminated with eighteen (18) months following a Change of Control (as such
term is defined in Section 8.3 of this Agreement).


9.             Non-Competition.  For the duration of Executive’s employment
with the Company and, if severance benefits are payable under Section 3 or 4
following the termination of such employment, for one year following the date
of termination (collectively, the “Noncompete Period”), Executive will not,
without the prior written consent of FEI, directly or indirectly, engage or
invest in, own, manage, operate, finance, control or participate in the
ownership, management, operation, financing or control of, be employed by,
associated with, or in any manner connected with, lend Executive’s name to,
lend Executive’s credit to or render services or advice to, any business whose
products or activities compete in whole or in part with the former, current or
currently contemplated products or activities of FEI or any of its
subsidiaries, in any state of the United States or in any country in which FEI
or any of its subsidiaries sells products or conducts business; provided,
however, that Executive may purchase or otherwise acquire up to (but not
more than) one percent of any class of securities of any enterprise (but
without otherwise participating in the activities of such enterprise) if such
securities are listed on any national or regional securities exchange or have
been registered under Section 12(g) of the Securities Exchange Act of 1934, as
amended.  Executive agrees that this
covenant is reasonable with respect to its duration, geographical area, and
scope.  During the Noncompete Period,
Executive will, within ten days after accepting any employment, advise FEI of
the identity of any employer of Executive. 
Receipt of the benefits provided under Sections 3 and 4 hereof is
conditioned upon compliance by Executive with this Section.


10.           Non-Solicitation;
Non-Hire.  For the Noncompete
Period, Executive hereby agrees that Executive will not, directly or
indirectly, either for himself or any other person:  (a) induce or attempt to induce any employee
of FEI or any of its subsidiaries to leave the employ of FEI or such
subsidiary; (b) in any way interfere with the relationship between FEI and
its subsidiaries and any employee of FEI or any of its subsidiaries;
(c) employ, or otherwise engage as an employee, independent contractor or
otherwise, any current or former employee of FEI or any of its subsidiaries,
other than such former employees who have not worked for FEI or any of its
subsidiaries in the prior 12 months; (d) induce or attempt to induce any
customer, supplier, licensee or business relation of FEI or any of its
subsidiaries to cease doing business with FEI or such subsidiary, or in any way
interfere with the relationship between FEI and its subsidiaries and any
customer, supplier, licensee or business relation of FEI or any of its
subsidiaries; or (e) solicit the business of any person known to Executive to
be a customer of FEI or any of its subsidiaries, whether or not Executive had
personal contact with such person, with respect to products or activities which
compete in whole or in part with the former, current or currently contemplated
products or activities of FEI and its subsidiaries or the products or
activities of FEI and its subsidiaries in existence or contemplated at the time
of termination of Executive’s employment. 
Receipt of the benefits provided under Sections 3 and 4 are conditioned
upon compliance by Executive with this Section.









 



 


11.           Successors; Binding
Agreement.


11.1         This Agreement shall be binding on and
inure to the benefit of FEI and its successors and assigns.


11.2         This Agreement shall inure to the
benefit of and be enforceable by Executive and Executive’s legal representatives,
executors, administrators and heirs. 
None of the rights of Executive to receive any form of compensation
payable pursuant to this Agreement may be assigned or transferred except by
will or the laws of descent and distribution. 
Any other attempted assignment, transfer, conveyance, or other
disposition of Executive’s right to compensation or other benefits will be null
and void.


 12.          Resignation of Corporate Offices.  Executive will resign Executive’s office, if
any, as a director, officer or trustee of FEI, its subsidiaries or affiliates
and of any other corporation or trust of which Executive serves as such at the
request of FEI, effective as of the date of termination of employment.  Executive agrees to provide FEI such written
resignation(s) upon request and that no severance will be paid until after such
resignation(s) are provided.


13.           Governing Law, Attorneys
Fees.  This Agreement shall be
construed in accordance with and governed by the laws of the State of
Oregon.  FEI shall pay all reasonable attorney’s
fees and expenses (including at trial and on appeal) of Executive in enforcing
its rights under Section 4 of this Agreement in the event of a Termination of
Executive’s Employment in Connection with a Change of Control.


14.           Amendment.  No provision of this Agreement may be
modified unless such modification is agreed to in a writing signed by Executive
and FEI.


15.           Severability.  If any of the provisions or terms of this
Agreement shall for any reason be held invalid or unenforceable, such invalidity
or unenforceability shall not affect any other terms of this Agreement, and
this Agreement shall be construed as if such unenforceable term had never been
contained in this Agreement.


16.           Injunctive Relief.  A breach of Executive’s obligations under Section
9 or 10 hereof may not be one which is capable of being easily measured by
monetary damages and, consequently, Executive specifically agrees that such
sections may be enforced by injunctive relief. 
Further, Executive specifically agrees that, in addition to such
injunctive relief, and not in lieu of it, FEI may also bring suit for damages
incurred by FEI as a result of a breach of Executive’s obligations under such
sections.


17.           Notices.


17.1        General.  Notices and all other communications
contemplated by this Agreement shall be in writing and shall be deemed to have
been duly given when personally delivered or when mailed by U.S. registered or
certified mail, return receipt requested and postage prepaid.  In the case of Executive, mailed notices
shall be addressed to him at the home address which he most recently
communicated to FEI in writing.  In the
case of FEI, mailed notices shall be addressed to its corporate headquarters,
and all notices shall be directed to the attention of its General Counsel.


17.2        Notice of Termination.  Any termination by FEI for Cause or by the
Employee for Good Reason or otherwise shall be communicated by a notice of
termination to the other party hereto given in accordance with this Section.  Such notice shall indicate the specific
termination provision in this Agreement relied upon, shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination under the provision so indicated, and shall specify the date of
termination.  The failure by Executive to
include in the notice any fact or circumstance which contributes to a showing
of Good Reason shall not waive any right of Executive hereunder or preclude
Executive from asserting such fact or circumstance in enforcing his or her rights
hereunder.


18.           Integration.  This Agreement, together with the equity
award grant notices and agreements that describe Executive’s outstanding equity
awards, FEI’s standard form of indemnification agreement and indemnification
policies, and FEI’s standard form of confidentiality agreement, represents the
entire agreement and understanding between the parties as to the subject matter
herein and supersedes all prior or contemporaneous 









 



 


agreements whether
written or oral.  In entering into this
Agreement, no party has relied on or made any representation, warranty,
inducement, promise, or understanding that is not in this Agreement.  To the extent that any provisions of this
Agreement conflict with those of any other agreement, including but not limited
to any equity award grant notices and agreements whether issued and entered
into prior to, contemporaneously with, or following this Agreement, the terms
of this Agreement will prevail except to the extent this Agreement is
specifically referenced in such other agreement.


19.           Waiver of Breach.  The waiver of a breach of any term or
provision of this Agreement, which must be in writing, will not operate as or
be construed to be a waiver of any other previous or subsequent breach of this
Agreement.


20.           Arbitration.  The Parties agree that any and all disputes
arising out of the terms of this Agreement, Executive’s employment by FEI,
Executive’s service as an officer or director of FEI, or Executive’s
compensation and benefits, their interpretation, and any of the matters herein
released, will be subject to binding arbitration in Portland, Oregon before the
American Arbitration Association under its National Rules for the Resolution of
Employment Disputes, supplemented by the Oregon Rules of Civil Procedure.  The Parties agree that the prevailing party
in any arbitration will be entitled to injunctive relief in any court of
competent jurisdiction to enforce the arbitration award.  The Parties hereby agree to waive their right
to have any dispute between them resolved in a court of law by a judge or
jury.  This paragraph will not prevent
either party from seeking injunctive relief (or any other provisional remedy)
from any court having jurisdiction over the Parties and the subject matter of
their dispute relating to Executive’s obligations under this Agreement.


21.           Headings.  All captions and Section headings used in
this Agreement are for convenient reference only and do not form a part of this
Agreement.


22.           Acknowledgment.  Executive acknowledges that he has had the opportunity
to discuss this matter with and obtain advice from his private attorney, has
had sufficient time to, and has carefully read and fully understands all the
provisions of this Agreement, and is knowingly and voluntarily entering into
this Agreement.


23.           IRC Section 409A.


23.1         Notwithstanding anything to the
contrary in this Agreement, if FEI reasonably determines that Section 409A of
the IRC will result in the imposition of additional tax to an earlier payment
of any severance or other benefits otherwise due to Executive on or within the
six (6) month period following Executive’s termination, the severance benefits
payable pursuant to Section 3 or 4 will accrue during such six (6) month period
and will become payable in a lump sum payment on the date six (6) months and
one (1) day following the date of Executive’s termination.  All subsequent payments, if any, will be
payable as provided in this Agreement.


23.2         Notwithstanding anything to the
contrary in this Agreement, Executive and FEI agree to work in good faith to
consider amendments to this Agreement which are necessary or appropriate to
avoid imposition of any additional tax or income recognition under Section 409A
of the IRC prior to the actual payment to Executive of payments or benefits under
this Agreement.


24.           Counterparts.  This Agreement may be executed in
counterparts, and each counterpart will have the same force and effect as an
original and will constitute an effective, binding agreement on the part of
each of the undersigned.


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FEI COMPANY                                                                                    EXECUTIVE


By:                                                                                                                                                                                          


                                                                                                                Don
Kania


Title:                                                                       


 
















EXHIBIT A


RELEASE OF CLAIMS


1.             PARTIES. 
The parties to Release of Claims (hereinafter “Release”) are Don Kania
and FEI Company, an Oregon corporation, as hereinafter defined.


 1.1          EXECUTIVE.  For the purposes of this Release, “Executive”
means Don Kania, and his heirs, executors, administrators, assigns, and spouse.


 1.2          THE
COMPANY.  For purposes of this
Release, the “Company” means FEI Company, an Oregon corporation, its
predecessors and successors, corporate affiliates, and all of each corporation’s
officers, directors, employees, insurers, agents, or assigns, in their
individual and representative capacities.


2.             BACKGROUND AND PURPOSE.  Executive was employed by the Company.  Executive’s employment is ending effective
__________ pursuant to Section [3 or 4] of the Executive Severance Agreement
dated August ___, 2006 between the Company and Executive (“Agreement”).  Pursuant to Section [3 or 4] of the
Agreement, the Company is required to make certain payments and/or provide
certain benefits to Employee as a result of termination of Executive’s
employment.


The purpose of
this Release is to settle, release and discharge all claims Executive may have
against the Company, whether asserted or not, known or unknown, including, but
not limited to, all claims arising out of or related to Executive’s employment,
any claim for reemployment, or any other claims, whether asserted or not, known
or unknown, past or present, that relate to Executive’s employment,
compensation, reemployment, or application for reemployment.


3.             RELEASE. 
Executive waives, acquits and forever discharges the Company from any
obligations Company has and all claims Executive may have against the Company
including, without limitation, all claims arising from or related to Executive’s
employment with the Company, the termination of that employment, and all
obligations and/or claims arising from the Agreement or any other document or
oral agreement relating to employment compensation, benefits, severance or
post-employment issues.  Executive hereby
releases the Company from any and all claims, demands, actions, or causes of
action, whether known or unknown, that relates in any way to Executive’s
employment, compensation, benefits, reemployment, or application for
employment, and the termination of Executive’s employment.  This release includes any and all claims,
direct or indirect, under any applicable local, state or federal authority,
including but not limited to any claim arising under the Oregon statutes
dealing with employment, discrimination in employment, Title VII of the
Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With
Disabilities Act, the Family and Medical Leave Act of 1993, the Equal Pay Act
of 1963, Executive Order 11246, the Rehabilitation Act of 1973, the Uniformed
Services Employment and Reemployment Rights Act of 1994, the Age Discrimination
in Employment Act (“ADEA”), the Fair Labor Standards Act, the Employee
Retirement Income Security Act (“ERISA”), the Sarbanes-Oxley Act of 2002,
Oregon wage and hour statutes, all as amended, any regulations under such
authorities, and any applicable contract, tort, or common law theories.


3.1           Reservations of Rights.  This Release shall not affect any rights
which Executive may have under any medical insurance, disability plan, workers’
compensation, unemployment compensation, applicable company stock incentive
plan(s), applicable indemnification agreement (or as to indemnification rights
only, any applicable company policy, bylaw, provision, statute, or law),
the 401(k) plan maintained by the Company or any other plan maintained by the
Company that is subject to ERISA.  In
addition, nothing herein shall constitute the waiver of any future claims
arising after the expiration of the revocation period specified in Section 11 of
this Release, including but not limited to any rights or claims that may arise
under ADEA. This release does not extend to any obligations incurred under this
Agreement.


3.2           No Admission of Liability.  It is understood and agreed that the acts
done and evidenced hereby and the Release granted in this Agreement is not an
admission of liability on the part of Executive or the Company.











 


4.             CONSIDERATION TO EXECUTIVE.  After receipt of this Release by the Company
fully endorsed by Executive, and following the expiration of the seven- (7) day
revocation period described in Section 11 of this Release, without Executive’s
revocation, Company shall provide the following to Executive:


a)  the lump sum of ___________ DOLLARS
($__________ ) to Executive (less proper withholding) for severance as provided
in Section ____ of the Agreement


b)  the lump sum of ___________ DOLLARS
($__________ ) to Executive (less proper withholding) for the reasonable
estimate of COBRA continuation coverage as provided in Section _____ of the
Agreement;


c)  the lump sum of ___________ DOLLARS
($__________ ) for the amount of annual cash incentive based on the terms of
Section ____ of the Agreement (less proper withholding); [and]


[d) the lump sum
of ___________ DOLLARS ($__________ ), representing the cash equivalent (less
proper withholding) of the premium to maintain Executive’s life insurance plan
for two years as provided in Section _____ of the Agreement;] [and]


[e) acceleration
of vesting and/or payment of all of Executive’s stock options, restricted
stock, restricted stock units and other equity awards, the termination of the
Company’s rights to repurchase shares of Company stock from the Executive, and
the ability to exercise all of Executive’s options until the earlier of two
years after the date his employment ends or the option expiration date as set
forth in the applicable option agreement, all as provided in Section ___ of the
Agreement;] [and]


[f) the cash
amount calculated under Section ____ through ____ of the Agreement.]*


5.             NO DISPARAGEMENT. 
Executive agrees that henceforth Executive will not disparage or make
false or adverse statements about the Company. 
The Company may take actions consistent with breach of this Release
should it determine that Executive has disparaged or made false or adverse
statements about the Company.  The
Company agrees to follow the applicable policy(ies) regarding release of
employment reference information.


6.             CONFIDENTIALITY, PROPRIETARY, TRADE SECRET AND
RELATED

INFORMATION.  Executive shall not
make unauthorized use or disclosure of any of the Company’s confidential,
proprietary or trade secret information, including, without limitation,
confidential, proprietary or trade secret information regarding its products,
customers and suppliers.  Moreover,
Executive acknowledges that, subject to the enforcement limitations of
applicable law, the Company reserves the right to enforce the terms of any
employment agreement between Executive and the Company (including the
Confidential Intellectual Property and Non-solicitation Agreement).  Should Executive or Executive’s attorney or
agents be requested in any judicial, administrative, or other proceeding to
disclose confidential, proprietary or trade secret information Executive
learned as an employee of the Company, Executive shall promptly notify the
Company of such request by the most expeditious means in order to enable the
Company to take any reasonable and appropriate action to limit such disclosure.


7.             OPPORTUNITY FOR ADVICE OF COUNSEL.  Executive acknowledges that Executive has
been, and hereby is, advised to seek advice of counsel with respect to this
Release.


8.             ENTIRE RELEASE. 
Executive and the Company acknowledge that no other party has made any
promise, representation, or warranty, express or implied, not contained in this
Release concerning the subject matter of this Release to induce this Release,
and Executive and Company acknowledge that they have not executed this Release
in reliance upon any such promise, representation, or warranty not contained in
this Release.


9.             SEVERABILITY. 
Every provision of this Release is intended to be severable.  In the event any term or provision of this
Release is declared to be illegal or invalid for any reason whatsoever by a
court of competent 






*  Applicable only to termination under Section 4
of the Agreement











 


jurisdiction, such
illegality or invalidity shall not affect the remaining terms and provisions of
this Release, which terms and provisions shall remain binding and enforceable.


10.           ACKNOWLEDGMENTS.  Executive acknowledges that the Release
provides severance pay and benefits which the Company would otherwise have no
obligation to provide.


 Executive acknowledges that he is waiving and
releasing any rights he may have under the ADEA and that this waiver and
release is knowing and voluntary.


11.           REVOCATION.  As provided by the Older Workers Benefit
Protection Act, Executive shall have up to twenty-one (21) days to consider
this Release.  For a period of seven (7)
days from execution of this Release, Executive may revoke this Release by so
indicating in a signed writing delivered to the Company during the seven (7)
day revocation period.  Upon receipt of
Executive’s signed Release and the end of the revocation period without
revocation by Executive, payment by Company as described in paragraph 4
above will be promptly forwarded to Executive.


	
  COMPANY:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  FEI COMPANY

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
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  Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXECUTIVE:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  
	
  Don Kania