Exhibit 10.1


 


AMENDMENT NO. 1 TO 
EMPLOYMENT AGREEMENT


 


This
Amendment No. 1 to Employment Agreement (this “Amendment”)
is made and entered into as of January 25, 2005 by and between Electro
Scientific Industries, Inc., an Oregon corporation (“ESI”),
and Nicholas Konidaris (“Executive”).  ESI and Executive are parties to an
Employment Agreement dated as of January 25 2004 (the “Original
Agreement”).  Capitalized
terms used in this Amendment which are not defined herein shall have the
meanings ascribed to them in the Original Agreement.


 


NOW,
THEREFORE, in consideration of the usual promises hereinafter set forth, the
parties hereto agree as follows:


 


AGREEMENT


 


1.                                       Section 5(c)
of the Original Agreement is hereby amended and restated in its entirety as
follows:


 


“(c)
Stock Options.  ESI shall grant Executive an option to purchase 420,000 shares of ESI
common stock.  The vesting
commencement date and grant date of the option grant shall be the Effective
Date.  The option
shall be evidenced by, and subject to the terms and conditions
of, the Stock Option Agreement attached hereto as Exhibit B.  Except as otherwise provided herein,
Executive’s option shall vest with respect to 105,000 of these shares on each
of the dates that are one year, two years, three years and four years,
respectively, after the Effective Date; provided, however, that the Board of
Directors, in its discretion, may accelerate the vesting of any of the shares
subject to the option (the “Accelerated Shares”), in which event the
Accelerated Shares shall be restricted upon exercise, with the restriction to
lapse with respect to 105,000 of Accelerated Shares on each anniversary of the
Effective Date following the date of acceleration (by way of example, if the
vesting of all of Executive’s unvested options is accelerated effective August 1,
2005 (i.e. accelerating only the options to vest in years two, three and four)
the restriction on 105,000 of the Accelerated Shares would lapse two years
after the Effective Date, the restriction on another 105,000 of the Accelerated
Shares would lapse three years after the Effective Date, and the restriction on
the other 105,000 Accelerated Shares would lapse four years from the Effective
Date);  provided, further, that such
restrictions shall lapse upon any event under this Agreement that would have
caused the option to become immediately exercisable prior to the acceleration
described in this section.  To the
maximum extent permitted within the $100,000 annual vesting limitation by Section 422
of the Internal Revenue Code of 1986, as amended (the “Code”), this
option shall be an incentive stock option within the meaning of such
section.  Additional stock options may be
granted to Executive from time to time in the sole discretion of the Board.”


 





















 


2.                                       Except
as set forth in Section 1 hereof, the terms of the Original Agreement are
unchanged and remain in full force and effect.


 


(Signature pages follow)


 





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and effective as of the date first written above.


 


	
  ESI:

  	
  ELECTRO
  SCIENTIFIC INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jon D.
  Tompkins

  	
   

  
	
   

  	
  Name: Jon D. Tompkins

  
	
   

  	
  Title: Chairman

  
	
   

  	
   

  
	
   

  	
   

  
	
  EXECUTIVE:

  	
  /s/ Nicholas Konidaris

  	
   

  
	
   

  	
  Nicholas
  Konidaris