last edit date by Stoel Rives 5/3/00 PESmart









Exhibit

10.20




 




EXECUTIVE

SEVERANCE AGREEMENT




 




                        , 2001




 




 




	

  Vahé Sarkissian


  	

   


  	

   


  
	

  15898 NW Clairmont

  Drive


  	

   


  	

   


  
	

  Portland, OR  97229


  	

   


  	

  Executive


  





 




 




	

  FEI Company


  	

   


  	

   


  
	

  an Oregon corporation


  	

   


  	

   


  
	

  7451 NW Evergreen

  Parkway


  	

   


  	

   


  
	

  Hillsboro, Oregon

  97124-5830


  	

   


  	

  FEI


  





 




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.  In this connection, 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.  Executive is currently employed by FEI as

President and Chief Executive Officer. 

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 appropriate 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) 45 days from the date Executive receives the

Release of Claims or (b) the last day of Executive’s active employment.




 




3.             Compensation Upon Termination.  In the event of a Termination of Executive’s

Employment (as defined in Section 7.1) at any time other than for Cause (as

defined in Section 7.2 of this Agreement), death or Disability (as defined in

Section 7.4 of this Agreement), and contingent upon Executive’s execution of

the Release of Claims and compliance with Section 7, Executive shall be

entitled to the following benefits:




 





























 




3.1           Base Pay. 

As severance pay and in lieu of any other compensation for periods

subsequent to the date of termination, FEI shall pay Executive, in a single

payment after employment has ended and eight days have passed following

execution of the Release of Claims without revocation, an amount in cash equal

to three years of Executive’s annual base pay at the rate in effect immediately

prior to the date of termination.




 




3.2           Health Insurance.  Pursuant to COBRA, a federal law, Executive is entitled to extend

coverage under any 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.




 




3.3           Bonus. 

Executive shall be entitled to receive an amount equal to 100% of the

Executive’s target benefit for the year in which Termination occurs under

annual cash incentive plans in effect at the time of termination (less amounts

previously paid).  The amount payable

pursuant to Section 3.3 shall be paid on the same date that the Section 3.1

payment is payable.




 




3.4           Life Insurance.  For a period of three 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 three-year

period.  The maximum amount that FEI

shall be obligated to pay pursuant to this Section 3.4 in premiums and payments

to Executive shall be $5,000.




 




3.5           Stock Options and Restricted Stock.  All outstanding stock options held by Executive

under all stock option and stock incentive plans of FEI shall become

immediately exercisable in full and shall remain exercisable until the earlier

of (a) three years after termination of employment or (b) the option expiration

date as set forth in the applicable option agreement.  All vesting requirements and repurchase rights of FEI under all

outstanding restricted stock awards held by the Executive shall immediately

terminate.




 




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4.             Additional

Compensation Upon Termination Following A Change of Control; Excise Tax. 

In the event of a Termination of Executive’s Employment (as defined in

Section 7.1 of this Agreement) other than for Cause (as defined in Section 7.2

of this Agreement), death or Disability (as defined in Section 7.4 of this

Agreement) within 18 months following a Change of Control (as defined in

Section 7.3 of this Agreement), or prior to a Change of Control at the

direction of a person who has entered into an agreement with FEI, the consummation

of which will constitute a Change of Control, and contingent upon Executive’s

execution of the Release of Claims and compliance with Section 9, Executive

shall be entitled to the benefits as set forth in Section 3 and the additional

benefits set forth in this Section 4. 

In the event that any benefit or payment to the Executive under this

Agreement (“Payment”) is subject to the federal excise tax on the type of

payment defined under Section 280G(b) of the Internal Revenue Code of 1986, as

amended (the “Code”) (together with any interest or penalties thereon, the

“Excise Tax”) as determined pursuant to Section 4.1, FEI shall pay to Executive

a tax restoration payment (the “Gross-Up Payment”) equal to: (a) the Excise Tax

on the Payment, plus (b) the Excise Tax on the Gross-Up Payment, plus (c)

federal, state and local income taxes on the Gross-Up Payment, assuming that

such taxes are imposed at their highest marginal rate.  All determinations with respect to any

Gross-Up Payment shall be made in accordance with Sections 4.1 through 4.6

below.




 




4.1           Determination of Gross-Up Payment.  Upon prior written notice from the

Executive, FEI shall within 15 days following the later of the date of the

Change of Control or the date of Termination of Executive’s Employment cause

the accounting firm that is FEI’s auditors or such other accounting firm that

is mutually acceptable to FEI and Executive (the “Accounting Firm”) to (a) make

a determination whether any Payment received by Executive is subject to the Excise

Tax and (b) provide supporting calculations and an analysis to Executive and

FEI with respect to such a determination. 

In the event that the Accounting Firm determines that any Payment

received by Executive is subject to the Excise Tax, FEI shall cause the

Accounting Firm to determine the amount of the applicable Gross-Up Payment owed

to Executive in accordance with Section 4, and FEI shall thereafter provide

such Gross-Up Payment in accordance with Section 4.2.  In the event that the Accounting Firm determines that any Payment

received by Executive is not subject to the Excise Tax, then FEI shall cause

the Accounting Firm to provide FEI, which shall furnish Executive with a copy,

with a written opinion that FEI has substantial authority for purposes of the

Code and applicable regulations not to withhold such an Excise Tax or report

such an Excise Tax on Executive’s W-2. 

Any determination or opinion by the Accounting Firm shall be binding

upon Executive and FEI with respect to whether FEI is required to provide any

Gross-Up Payment to Executive under this Section 4.1.  FEI shall pay all of the fees and expenses of the Accounting Firm

relating to any determination or opinion required under this Section 4.1.  Notwithstanding the Accounting Firm’s

determination or opinion, if a claim or notice of possible claim ultimately is

asserted by the Internal Revenue Service (the “Claim”) that, if made and

successful, would subject any Payment to the Excise Tax, then Executive shall

be entitled to indemnification and the other rights and obligations as set

forth in Section 4 of this Agreement.




 




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4.2           Initial Gross-Up Payment.  If the Accounting Firm determines that a

Gross-Up Payment is owed to Executive under Section 4.1, FEI shall pay to

Executive the amount of the Gross-Up Payment determined by the Accounting Firm

within 10 days of FEI’s receipt of such determination, subject to the

requirements of Section 5.1 and all of the rights and obligations as set forth

in Section 4 of this Agreement.




 




4.3           Underpayment and Overpayment; Adjustment to Gross-Up

Payment.  If the initial

Gross-Up Payment provided under Section 4.2 is insufficient to cover the amount

of the Excise Tax that ultimately is determined pursuant to a Claim to be owed

by Executive with respect to any Payment (an “Underpayment”), FEI, after

exhausting its remedies under Section 4.4, shall promptly pay to Executive an

additional Gross-Up Payment in respect of the Underpayment.  If the initial Gross-Up Payment provided

under Section 4.2 is in excess of the amount necessary to cover the Excise Tax

that is ultimately determined pursuant to a Claim to be owed by Executive with

respect to any Payment (an “Overpayment”), the Executive shall promptly repay

to FEI an amount equal to the Overpayment within 10 business days of FEI’s

request for such repayment.




 




4.4           Procedures Relating to Claim.  The following procedures shall apply to

Executive and FEI with respect to their respective rights and obligations under

Section 4 of this Agreement in the event of any Claim:




 




(A)          Notice of Claim by Executive.  Executive shall notify FEI of any Claim,

irrespective of whether any Gross-Up Payment previously has been provided by

FEI to Executive.  Such notice shall be

given within 10 days after Executive knows of such Claim, and shall apprise FEI

of the nature of the Claim and the date on which the Claim is requested to be

paid, and shall include complete copies of all notices or communications

received by the Executive from the Internal Revenue Service or its

representatives with respect to the Claim. 

Executive agrees not to pay the Claim until the expiration of the 30-day

period following the date on which Executive notifies FEI, or such shorter

period ending on the date the taxes with respect to such Claim are due (the

“Notice Period”).  Executive’s failure

to timely notify FEI of any claim as required by this Section 4.4(A) shall

result in a waiver of Executive’s rights under this Section 4.




 




(B)           Notice by FEI; Cooperation.  If FEI notifies Executive before the

expiration of the Notice Period that it desires to contest the Claim, Executive

shall: (i) provide FEI with any information reasonably requested by FEI

relating to the Claim; (ii) take such action in connection with the Claim as

FEI may reasonably request, including, without limitation, accepting legal

representation with respect to such Claim by attorneys selected by FEI; (iii)

cooperate with FEI in good faith in contesting the Claim; and (iv) permit FEI

to participate in any proceedings relating to the Claim.




 




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(C)           No Notice by FEI; Payment on Claim.  If FEI does not notify Executive before

expiration of the Notice Period of FEI’s desire to contest the Claim, and if

FEI has not previously provided Executive with an initial Gross-Up Payment

under Section 4.2, FEI shall pay to Executive a Gross-Up Payment or an

additional Gross-Up Payment, as the case may be, in respect of any Payment that

is subject of the Claim; provided, however, that Executive shall immediately

pay the amount of the Excise Tax that is the subject of the Claim to the

applicable taxing authority in accordance with applicable law, and Executive

shall release, indemnify and hold FEI harmless from any costs, expenses,

penalties, fines, interest or other liabilities with respect to Executive’s

failure to pay such Excise Tax as required under this Section 4.4(C).




 




(D)          Notice by FEI; Payment and Contest of Claim; Payment

of Advance.  If FEI notifies

Executive pursuant to Section 4.4(B) of FEI’s desire to contest the Claim, then

if thereafter requested by FEI, Executive shall either pay the Taxes claimed in

respect of the Excise Tax and timely sue for a refund, or timely contest the

Claim in any permissible manner and prosecute such contest to a determination

before any administrative tribunal, in a court of initial jurisdiction, and in

one or more appellate courts as FEI shall determine in its sole discretion;

provided, however, that if FEI directs Executive to pay such Claim and pursue a

refund, FEI shall advance the amount of such payment to Executive on an

after-tax and interest-free basis (the “Advance”), subject to the rights and

obligations under Section 4.5.




 




(E)           Control of Proceedings.  Executive shall permit FEI to control all

proceedings related to the Claim and, at FEI’s option, permit FEI to pursue or

forgo any and all administrative appeals, proceedings, hearings, and

conferences with the taxing authority in respect of such Claim.  FEI’s control of the contest and proceedings

related to the Claim shall be limited to the issues related to the Excise Taxes

and Gross-Up Payments, and Executive shall be entitled to settle or contest, as

the case may be, any other unrelated issues raised by the Internal Revenue

Service or other taxing authority.




 




4.5           Repayment of Advance on Refund.  If, after receipt by Executive of an Advance

under Section 4.4(D) of this Agreement, Executive becomes entitled to a refund

with respect to the Claim to which such Advance relates, Executive shall pay to

FEI the amount of the refund (together with any interest paid or credited

thereon after Taxes applicable thereto). 

However, if after receipt by Executive of an Advance, a determination is

made that Executive shall not be entitled to any refund with respect to the

Claim and FEI does not promptly notify Executive of its intent to contest the

denial of refund, then the amount of the Advance shall not be required to be

repaid by Executive and the amount thereof shall offset the amount of any

additional Gross-Up Payment then owing to Executive.




 




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4.6           Indemnification; Further Assurances.  FEI shall indemnify Executive and hold

Executive harmless, on an after-tax basis, from any costs, expenses, penalties,

fines, interest or other liabilities (the “Losses”) incurred by Executive with

respect to the exercise by FEI of any of its rights under this Section 4,

including, without limitation, any Losses related to FEI’s decision to contest

a Claim or any imputed income to Executive resulting from any Advance or action

taken on Executive’s behalf by FEI pursuant to this Section 4.  FEI shall pay all reasonable legal fees and

expenses incurred by FEI under this Section 4, and shall promptly reimburse Executive

for the reasonable expenses incurred by Executive in connection with any

actions taken by FEI or required to be taken pursuant to this Section 4.




 




5.             Tax Withholding; Subsequent Employment.




 




5.1           Withholding.  All payments provided for in this Agreement are subject to

applicable tax withholding obligations imposed by federal, state and local laws

and regulations.




 




5.2           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.




 




6.             Other Agreements.  In the event that severance benefits are

payable to Executive under any other agreement with FEI in effect at the time

of termination (including but not limited to any employment agreement, but

excluding for this purpose any stock option agreement that may provide for

accelerated vesting or related benefits upon the occurrence of a change of

control), 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.




 




7.             Definitions.




 




7.1           Termination of Executive’s Employment.  Termination of Executive’s Employment means

that FEI has terminated Executive’s employment with FEI (including any

subsidiary of FEI).  For purposes of

Section 4, termination of Executive’s Employment shall include termination by

Executive, within 18 months of a Change of Control, by written notice to FEI

referring to the applicable paragraph of Section 7.1, for “Good Reason” based

on:




 




(A)          the

assignment to Executive of a different title, job or responsibilities that

results in a substantial decrease in the level of responsibility of Executive

with respect to the surviving company after the Change of Control when compared

to Executive’s level of responsibility for FEI’s operations prior to the Change

of Control;




 




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(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

significant 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.




 




7.2           Cause.  

Termination of Executive’s Employment for “Cause” shall mean termination

upon (a) the willful and continued failure by Executive to perform

substantially Executive’s reasonably assigned duties with FEI (other than any

such failure resulting from Executive’s incapacity due to physical or mental

illness) after a demand for substantial performance is delivered to Executive

by the Board of Directors, which specifically identifies the manner in which

the Board of Directors believes that Executive has not substantially performed

Executive’s duties or (b) the willful engaging by Executive in illegal conduct

which is materially and demonstrably injurious to FEI.  No act, or failure to act, on Executive’s

part shall be considered “willful” unless done, or omitted to be done, by

Executive without reasonable belief that Executive’s action or omission was in,

or not opposed to, the best interests of FEI. 

Any act, or failure to act, based upon authority given pursuant to a

resolution duly adopted by the Board of Directors shall be conclusively

presumed to be done, or omitted to be done, by Executive in the best interests

of FEI.




 




7.3           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




 




7





























 




(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 any person

becoming a new director during such period was approved by either (i) a vote of

at least two-thirds of the directors then still in office who were directors at

the beginning of such period or (ii) a vote of at least two-thirds of the

directors then still in office who were directors at the beginning of such

period and are not a party to this Agreement or a similar Executive Severance

Agreement with the Company.




 




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.




 




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7.4           Disability.  Termination of Executive’s Employment based on “Disability” shall

mean termination without further compensation under this Agreement, due to

Executive’s absence from Executive’s 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.




 




 8.            Successors;

Binding Agreement.




 




8.1           This Agreement shall be binding on

and inure to the benefit of FEI and its Successors and assigns.




 




8.2           This Agreement shall inure to the

benefit of and be enforceable by Executive and Executive’s legal

representatives, executors, administrators and heirs.




 




 9.            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.




 




10.           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.




 




11.           Amendment. 

No provision of this Agreement may be modified unless such modification

is agreed to in a writing signed by Executive and FEI.




 




12.           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.




 




	

  FEI COMPANY


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

  Title


  	

   


  	

  Executive


  





 




9





























 




EXHIBIT A




 




RELEASE OF CLAIMS




 




1.             PARTIES.




 




The parties to

Release of Claims (hereinafter “Release”) are                                                                 

and FEI Company, an Oregon corporation, as hereinafter defined.




 




1.1           EXECUTIVE.




 




For the purposes

of this Release, “Executive” means                                                              , and

his attorneys, 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 Company.  Executive’s

employment is ending effective                    pursuant to Section [3 or 4] of the Executive

Severance Agreement dated                     

between the Company and Executive (“Agreement”).  Pursuant to Section [3 or 4] of the

Agreement, FEI 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 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 future, that relate to Executive’s employment, compensation,

reemployment, or application for reemployment.




 




A-1





























 




3.             RELEASE.




 




Executive waives,

acquits and forever discharges Company from any obligations Company has and all

claims Executive may have against 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 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, the Fair Labor Standards Act, Oregon wage and hour statutes,

all as amended, any regulations under such authorities, the Employee Retirement

Income Security Act, 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), indemnifications, or the 401(k) plan

maintained by the Company.




 




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

Company.




 




4.             CONSIDERATION TO EXECUTIVE.




 




After receipt of

this Release by 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 pay:




 




a)  the lump sum of                       DOLLARS ($                       ) to Executive (less proper withholding) for

severance and the reasonable estimate of COBRA continuation coverage as

provided in Sections 3.1 and 3.2 of the Agreement;




 




b)  the amount of annual cash incentive based on

the terms of Section 3.3 of the Agreement (less proper withholding); [and]




 




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[c) the cash

equivalent (less proper withholding) of the premium to maintain Executive’s

life insurance plan for three years as provided in Section 3.4 of the

Agreement;] [and]




 




[the cash amount

calculated under Section 4.1 through 4.6 of the Agreement.]*




 




5.             NO DISPARAGEMENT.




 




Executive agrees

that henceforth Executive will not disparage or make false or adverse

statements about Company.  FEI may take

actions consistent with breach of this Release should it determine that

Executive has disparaged or made false or adverse statements about

Company.  FEI 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, 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 the Executive and Company.  Should Executive, 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 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.




 






















* Applicable only to termination under

Section 4 of the Agreement




 




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8.             ENTIRE RELEASE.




 




Executive and 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 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, in the event of termination as part of a group layoff, the

Company has provided the following information:  (a) the class or group of employees offered the opportunity to

obtain severance benefits similar to those in the Release, (b) the eligibility

factors required to obtain severance benefits similar to those in the Release,

(c) the time limits required to obtain severance benefits similar to those

in the Release, (d) the job titles and ages of employees eligible or selected

for severance benefits similar to those in the Release, and (e) the ages of

employees in the same classification either not eligible or not selected.




 




11.           REVOCATION.




 




As provided by the

Older Workers Benefit Protection Act, Executive shall have up to forty-five

(45) 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




 




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Executive, payment

by Company as described in paragraph 4 above will be promptly forwarded to

Executive.




 




Dated:




[Name of Executive]




 




STATE OF OREGON  )




                                  ) ss.




County of                      )




 




Personally

appeared the above named                                                                              and acknowledged the foregoing instrument to

be his or her voluntary act and deed.




 




	

   


  	

  Before me:


  	

   


  	

   


  
	

   


  	

  Notary Public for


  	

   


  	

   


  	 

	

   


  	

  My commission expires:


  	

   


  	

   


  	 

								





 




 




	

  FEI COMPANY


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

  Dated:


  	

   


  
	

   


  	

   


  	

   


  
	

  Its:


  	

   


  	

   


  	

   


  
	

       On Behalf of “Company”


  	

   


  	

   


  





 




 




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