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EXHIBIT 4.8    
    


 
 

FEI COMPANY
  EMPLOYEE SHARE PURCHASE PLAN    
    


        1.    Purpose of the Plan.    FEI Company (the "Company") believes that ownership of shares of
its Common Stock by employees of the Company and its Participating Subsidiaries (hereinafter defined) is desirable as an incentive to better performance and improvement of profits, and as a means by
which employees may share in the rewards of growth and success. The purpose of this Employee Share Purchase Plan (the "Plan") is to provide a convenient means by which employees of the Company and
Participating Subsidiaries may purchase the Company's shares through payroll deductions and a method by which the Company may assist and encourage such employees to become share owners. 


        2.    Shares Reserved for the Plan.    There are 950,000 shares of the Company's authorized
Common Stock reserved for issuance under the Plan. The number of shares reserved for issuance under the Plan is subject to adjustment in the event of any stock dividend, stock split, combination of
shares, recapitalization or other change in the outstanding Common Stock of the Company. The determination of whether an adjustment shall be made and the manner of any such adjustment shall be made by
the Board of Directors of the Company, which determination shall be conclusive. 


        3.    Administration of the Plan.    The Plan shall be administered by the Board of Directors.
The Board of Directors may promulgate rules and regulations for the operation of the Plan, adopt forms for use in connection with the Plan, and decide any question of interpretation of the Plan or
rights arising thereunder. The Board of Directors may consult with counsel for the Company on any matter arising under the Plan. All determinations and decisions of the Board of Directors shall be
conclusive. Notwithstanding the foregoing, the Board of Directors, if it so desires, may delegate to the Compensation Committee of the Board the authority for general administration of the Plan. 


        4.    Eligible Employees.    Except as indicated below, all full-time employees of
the Company and all full-time employees of each of the Company's subsidiary corporations which is designated by the Board of Directors of the Company as a participant in the Plan (such
participating
subsidiary being hereinafter called a "Participating Subsidiary") are eligible to participate in the Plan. Any employee who would, after a purchase of shares under the Plan, own or be deemed (under
Section 424(d) of the Internal Revenue Code of 1986, as amended (the "Code")) to own stock (including stock subject to any outstanding options held by the employee) possessing five percent or
more of the total combined voting power or value of all classes of stock of the Company or any parent or subsidiary of the Company, shall be ineligible to participate in the Plan. A
"full-time employee" is one who is in the active service of the Company or a Participating Subsidiary excluding, however, any employee whose customary employment is 20 hours or less
per week or whose customary employment is for not more than five months per calendar year. 


        5.    Offerings.    



        (a)    Offering Periods.    The Plan shall be implemented by a series of offering periods of
approximately twelve months' duration or such other duration as the Board of Directors shall determine ("Offering Periods"), commencing on March 1 and September 1 of each year and ending
on the last day of February or August, respectively, occurring thereafter. The initial Offering Period shall commence on March 1, 1998 and shall end on February 28, 1999. Notwithstanding
the foregoing, the Board of Directors may establish a different duration for one or more future Offering Periods, provided, however, that no Offering Period may have a duration exceeding twenty-seven
(27) months. Each Offering Period shall be comprised of a series of two purchase periods ("Purchase Periods"), as provided in clause (b) below. The first day of each Offering Period is
an "Offering Date" and the last day of each Purchase Period is a "Purchase Date" for the Offering Period. If an Offering Date or a Purchase Date falls on a day on which the public equity securities
markets in the United States are not open for trading, the Company shall, by announcement at least ten days before the date on which the Offering Date or Purchase Date would otherwise fall, specify
the trading day that will be deemed that Offering Date, or Purchase 






 

Date,
as the case may be. As of each Offering Date, the Company hereby grants to each eligible employee a right under the Plan to purchase shares of Common Stock on the Purchase Date for the price
determined under paragraph 7 of the Plan exclusively through payroll deductions authorized under paragraph 6 of the Plan; provided, however, that (a) no such right shall permit
the purchase of more than 1,000 shares, and (b) no such right shall allow an employee's right to purchase shares under all stock purchase plans of the Company and its parents and subsidiaries
to which Section 423 of the Code applies to accrue at a rate that exceeds $25,000 of fair market value of shares (determined at the Offering Date) for each calendar year in which such right is
outstanding. 


        (b)    Purchase Periods.    Each Offering Period shall consist of two(2) consecutive Purchase
Periods of approximately six (6) months' duration, or such other number or duration as the Board shall determine. A Purchase Period commencing on or about March 1 shall end on or about
the next August 31. A Purchase Period commencing on or about September 1 shall end on or about the next February 28.
Notwithstanding the foregoing, the Board may establish a different duration for one or more future Purchase Periods or different commencing or ending dates for such Purchase Periods. 




        6.    Participation in the Plan.    



        (a)    Initiating Participation.    An eligible employee may participate in an Offering Period
under the Plan by filing with the Company no later than the close of business on the Offering Date, on forms furnished by the Company, a subscription and payroll deduction authorization. Once filed, a
subscription and payroll deduction authorization shall remain in effect for subsequent Offering Periods unless amended or terminated. The payroll deduction authorization will take effect on the
Offering Date or, if later, on the first payroll effective date that is at least three business days after the date on which it was filed, and will authorize the employing entity to make payroll
deductions in the specified amount from each paycheck of the participating employee. Payroll deductions for any Purchase Period may not exceed 15 percent of the gross amount of base pay plus
commissions, if any, in the aggregate payable to the employee for such Purchase Period. If a payroll deduction is made by a Participating Subsidiary, that entity will promptly remit the amount of the
deduction to the Company. Eligible employees may not participate simultaneously in more than one Offering Period. 


        (b)    Amending or Terminating Participation.    A participating employee may amend his or her
payroll deduction authorization once during any Purchase Period, to reduce the amount of future payroll deductions, with effect during the remaining part of the Purchase Period. Other amendments to
the payroll deduction authorization will not become effective until the next following Purchase Period. A permitted change in payroll deductions shall be effective for any pay period only if written
notice is received by the Company at least three business days prior to the payroll effective date published by the Company for that pay period. After an employee has begun participating in the Plan,
he or she may terminate participation in the Plan by written notice received by the Company at any time up to the tenth day before a Purchase Date. Participation in the Plan shall also terminate when
a participant ceases to be an eligible employee for any reason, including death or retirement. Determination of when the employment relationship terminates for this purpose shall be made under
Section 1.421-7 of U.S. Treasury Regulations or successor regulations. A participant may not reinstate participation in the Plan with respect to a particular Offering Period after
once terminating participation in the Plan with respect to that Offering Period. Upon termination of a participant's participation in the Plan, all amounts deducted from the participant's pay and not
previously used to purchase shares under the Plan shall be returned to the participant. 


        (c)    Automatic Withdrawal from an Offering Period.    If the fair market value of a share of
Common Stock on a Purchase Date other than the final Purchase Date of an Offering Period is 



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less
than the fair market value of a share of Common Stock on the Offering Date of the Offering Period, then every participant shall be (a) automatically withdrawn from such Offering Period at
the close of such Purchase Date and after the acquisition of shares of Common Stock for the Purchase Period and (b) enrolled in the Offering Period commencing on the first business day
subsequent to such Purchase Date. A participant may elect not to be automatically withdrawn from an Offering Period pursuant to this paragraph 6(c) by delivering to the Company not later than
the close of business on the Purchase Date a written notice indicating such election. 




        7.    Option Price.    The price at which shares shall be purchased in an Purchase Period
shall be the lower of (a) 85% of the fair market value of a share of Common Stock on the Offering Date of the applicable Offering Period or (b) 85% of the fair market value of a share of
Common Stock on that Purchase Date. The fair market value of a share of Common Stock on any date shall be the closing price of the Common Stock for such date as reported by the Nasdaq National Market
or, if the Common Stock is not reported on the Nasdaq National Market, such other reported value of the Common Stock as shall be specified by the Board of Directors. 


        8.    Newly Eligible Employees.    A person who becomes an eligible employee after the
Offering Date of an Offering Period shall not be eligible to participate in such Offering Period but may participate in any subsequent Offering Period provided he or she is still an eligible employee
as of the Offering Date of such subsequent Offering Period. 


        9.    Purchase of Shares.    All amounts withheld from the pay of a participant shall be
credited to his or her account under the Plan by the Custodian appointed under paragraph 10. No interest will be paid on such accounts unless the Board of Directors determines otherwise. On
each Purchase Date of an Offering Period, the amount of the account of each participant will be applied to the purchase of whole shares by such participant from the Company at the price determined
under paragraph 7. Any cash balance remaining in a participant's account after a Purchase Date because it was less than the amount required to purchase a full share shall be retained in the
participant's account for the next Purchase Period. 


        10.    Delivery and Custody of Shares.    Shares purchased by participants pursuant to the
Plan will be delivered to and held in the custody of such investment or financial firm (the "Custodian") as shall be appointed by the Board of Directors. The Custodian may hold in nominee or street
name certificates for shares purchased pursuant to the Plan and may commingle shares in its custody pursuant to the Plan in a single account without identification as to individual participants. By
appropriate instructions to the Custodian on forms to be provided for that purpose, a participant may from time to time obtain (a) transfer into the participant's own name of some or all of the
shares held by the Custodian for the participant's account and delivery of such shares to the participant; (b) transfer of some or all of the shares held for the participant's account by the
Custodian to a regular individual brokerage account in
the participant's own name, either with the firm then acting as Custodian or with another firm, or (c) sale of some or all of the shares held by the Custodian for the participant's account at
the market price at the time the order is executed and remittance of the net proceeds of sale to the participant. Upon termination of participation in the Plan, a participant may elect to have the
shares held by the Custodian for his or her account transferred and delivered in accordance with (a) above, transferred to a brokerage account in accordance with (b), or sold in accordance with
(c). 


        11.    Records and Statements.    The Custodian will maintain the records of the Plan. As soon
as practicable after each Purchase Date the Custodian will furnish to each participant a statement showing the activity in the participant's account for the period covered by the statement and the
cash and share balances in the account as of the Purchase Date. Participants will be furnished such other reports and statements, and at such intervals, as the Board of Directors shall determine from
time to time. 


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        12.    Expense of the Plan.    The Company will pay all expenses incident to operation of the
Plan, including costs of record keeping, accounting fees, legal fees, commissions and issue or transfer taxes on purchases pursuant to the Plan and on delivery of shares to a participant or into his
or her brokerage account. The Company will not pay expenses, commissions or taxes incurred in connection with sales of shares by the Custodian at the request of a participant. Expenses to be paid by a
participant will be deducted from the proceeds of sale prior to remittance. 


        13.    Rights Not Transferable.    The right to purchase shares under this Plan is not
transferable by a participant, and such right is exercisable during the participant's lifetime only by the participant. Upon the death of a participant, any cash or shares held for the participant's
account shall be transferred to the persons entitled thereto under the laws of the state of domicile of the participant upon a proper showing of authority. 


        14.    Dividends and Other Distributions.    Cash dividends and other cash distributions, if
any, on shares held by the Custodian will be paid currently to the participants entitled thereto unless the Company subsequently adopts a dividend reinvestment plan and the participant directs that
his or her cash dividends be invested in accordance with such plan. Stock dividends and other distributions in shares of the Company on shares held by the Custodian shall be issued to the Custodian
and held by it for the account of the respective participants entitled thereto. 



        15.    Voting and Shareholder Communications.    In connection with voting on any matter
submitted to the shareholders of the Company, the Custodian will furnish to each participant a proxy authorizing the participant to vote the shares held by the custodian for his account. Copies of all
general communications to shareholders of the Company will be sent to participants in the Plan. 


        16.    Tax Withholding.    Each participant who has purchased shares under the Plan shall
immediately upon notification of the amount due, if any, pay to the Company in cash amounts necessary to satisfy any applicable federal, state, local, national or other governmental tax withholding
determined by the Company to be required in any country having taxing jurisdiction. If the Company determines that additional withholding is required beyond any amount deposited at the time of
purchase, the participant shall pay such amount to the Company on demand. If the participant fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by the
Company to the participant, including salary, subject to applicable law. 


        17.    Responsibility and Indemnity.    Neither the Company, its Board of Directors, the
Custodian, any Participating Subsidiary, nor any member, officer, agent, or employee of any of them, shall be liable to any participant under the Plan for any mistake of judgment or for any omission
or wrongful act unless resulting from gross negligence, willful misconduct or intentional misfeasance. The Company will indemnify and save harmless its Board of Directors, the Custodian and any such
member, officer, agent or employee against any claim, loss, liability or expense arising out of the Plan, except such as may result from the gross negligence, willful misconduct or intentional
misfeasance of such entity or person. 


        18.    Conditions and Approvals.    The obligations of the Company under the Plan shall be
subject to and conditional upon compliance with all applicable U.S. state, federal and foreign laws and regulations, compliance with the rules of any stock exchange or market on which the Company's
securities may be listed, and approval of such federal, state and foreign authorities or agencies as may have jurisdiction over the Plan or the Company. The Company will use its best effort to comply
with such laws, regulations and rules and to obtain such approvals. 


        19.    Amendment of the Plan.    The Board of Directors of the Company may from time to time
amend the Plan in any and all respects, except that without the approval of the shareholders of the Company, the Board of Directors may not increase the number of shares reserved for the Plan or
decrease the purchase price of shares offered pursuant to the Plan. 


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        20.    Termination of the Plan.    The Plan shall terminate when all of the shares reserved
for purposes of the Plan have been purchased, provided that the Board of Directors in its sole discretion may at any time terminate the Plan without any obligation on account of such termination,
except as hereinafter in this paragraph provided. Upon termination of the Plan, the cash and shares, if any, held in the account of each participant shall forthwith be distributed to the participant
or to the participant's order, provided that if prior to the termination of the Plan, the Board of Directors and shareholders of the Company shall have adopted and approved a substantially similar
plan, the Board of Directors may in its discretion determine that the account of each participant under this Plan shall be carried forward and continued as the account of such participant under such
other plan, subject to the right of any participant to request distribution of the cash and shares, if any, held for his account. 


        21.    Effective Date of the Plan.    The Plan shall become effective on March 1, 1998,
subject to approval not later than June 30, 1998, by the affirmative vote, in person or by proxy, of the holders of at least a majority of the shares of the Company represented and voting on
the approval of the Plan at a validly held meeting of the shareholders. 


        Amended
by shareholder vote: May 18, 2000 


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EXHIBIT 4.8


FEI COMPANY EMPLOYEE SHARE PURCHASE PLAN