Amendment No. 2 to Deferred Compensation Plan 2008 Restatement



 Exhibit 10.15 
 CONFORMED COPY 
 AMENDMENT NO. 2 

TO 

ELECTRO SCIENTIFIC INDUSTRIES, INC. 
 DEFERRED COMPENSATION PLAN 
 2008 Restatement 

February 16, 2012 

Electro Scientific Industries, Inc. 

an Oregon Corporation 
 13900 NW
Science Park Drive 

			
	Portland, OR 97229	  	Company

 The 2008 Restatement of the Electro Scientific Industries, Inc. Deferred Compensation Plan is amended to
provide generally for dividends and other distributions relating to restricted stock units and other phantom shares to be credited as additional phantom shares, whether or not the dividends or other distributions are paid in cash with respect to
Stock outside of the Plan, as follows (new text is shown by double underline and deleted text is shown by strikeout): 
  

	 	1.	Deferred Compensation Account 

 4.2 The Account of each participant shall be adjusted by adding credit for deferrals under Section 3 and credit for additional phantom shares of Stock after application of a multiplier as
provided in 3.11. Deferred shares of Stock under Section 3 shall be credited as whole phantom shares. Cash amounts under a Cash Deferral Election shall be credited as soon as
practicable after the date the amount would have been paid if not deferred. Deferred shares of Stock shall be credited as soon as practicable after receipt of a Stock Deferral Election whether or not the number of shares is subject to later
adjustment because of determination of a multiplier. If application of a multiplier would cause credit of fractional phantom shares, the fractional phantom shares shall be recorded, maintained and aggregated with other fractional phantom shares, but
fractional phantom shares remaining after aggregation shall be disregarded for payment and no other payment shall be made with respect to fractional phantom shares. 

  
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 4.4 Amounts recorded as phantom shares of Stock shall not be subject
to 4.3 and the following shall apply: 
 (a) * * * 

(b) Generally, phantom shares of Stock will continue to be recorded in shares of Stock. Phantom shares of Stock shall be
adjusted to reflect any reorganization, Stock split or combination, dividend or distribution on the Stock, or other event affecting the Stock, as the Committee shall determine. Generally, if the adjustment or dividend would have been paid or
recorded in Stock outside of the Plan, the credit to the Account shall be the same number of phantom shares as the number of shares of Stock outside of the Plan. Subject to (c), if
If the adjustment or dividend would have been paid or recorded in cash outside of the Plan, and the
Committee determines that the amount shall be credited in dollars to the Participant’s Account that is subject to, the dollars will be credited under 4.3 and
treated as invested in guideline funds in accordance with the Participant’s most recent investment election. If the Participant has not elected guideline investments, the guideline fund designated by the Committee under 4.3 shall apply.

 (c) Subject to the Committee’s determination
under (b) to credit dollars, Phantom phantom shares of Stock generally shall be credited with
additional phantom shares of Stock in place of dollars under (a) for cash dividends, distributions or other payments of cash applicable to actual shares of Stock if the record date is before the following

 (1) For phantom shares related to RSUs, the date phantom shares have vested. 

(2) For phantom shares related to PRSUs, the date the number of shares has been determined by application of the
performance multiplier under the related PRSUs outside of the Plan. The additional phantom shares representing earnings or payments shall be subject to forfeiture under the
same terms as the phantom shares that were credited with the earnings or payments. 
 (d) * * * 

(e) * * * 

  
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	 	2.	Effective Date 

 Amendment
No. 2 is effective February 16, 2012 with respect to adjustments credited on or after February 16, 2012. 
  

							
	 Company
	 		 	ELECTRO SCIENTIFIC INDUSTRIES, INC.
				
		 		 	By:	 	 NICHOLAS KONIDARIS

		 		 		 	 Nicholas Konidaris

			
		 		 	Executed: February 16, 2012


  
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