**EXHIBIT10.24**

 

FEI

5350NE Dawson Creek Drive

Hillsboro,OR 97124

Phone:503-726-7500, Fax: 503-726-7509

 

Benjamin,

 

This is confirmation of theoffer that we discussed earlier today. The contents of this offer are anoutline of terms and are subject to more complete agreements and documentsdescribed in this letter.

 

The arrangements for youremployment would be:

 

·                  Position: Executive Vice President, reportingto Don Kania. You would also be designated as an executive officer of FEl,

 

·                  Base pay of $310k annualized rate (paid atleast monthly and consistent with the local payroll schedule). For clarity: youwill paid in Sing Dollars; this does not include a 131h month annual wagesupplement, which is sometimes the case in Singapore.

 

·                  Targeted annual incentive compensation of 60%of base-pay at 100% of targeted payout (initially $186k)

 

·                  This is paid out under the company’s existingmanagement incentive compensation plan as established by the compensationcommittee. Payments are based upon company and individual performance; I canprovide you with more details on that if you need them. Your participationwould be effective upon date of hire and pro-rated from your start ofemployment.

 

·                  Further, to provide you bonus incomeprotection for the year 2007 until you begin FEI employment: From January 1s12007 until your start date of employment, you will be provided an amount ofmoney equal to a payment of 1x of your targeted annual bonus, applicable forthat period of time (I.e., from *1/1/2007,*untilyour start date with FEI, later in 2007).

 

·                  However, FEI will not pay for any lost bonusif bonus is otherwise paid for any period starting from *1/1/2007*until you commence employment.This means you can’t receive over-lapping bonuses for the same time period fromyour current employer and from FEI.

·                  In the event you leave FEI voluntarily priorto one year of employment, you are obligated to repay this in full.

·                  In the event you are terminated from FEI “withoutcause” no repayment would be required.

 

·                  Special Hiring Bonus on $100,000, payable soonafter you commence FEI employment. You agree that you will repay this amount inthe event you leave FEI Voluntarily prior to two years of employment. Thatrepayment would be 100% if were to leave prior to one full year of employment,50% if you leave between one year and two years of employment, and no repaymentafter two years of employment. However, should you be terminated from FEI “withoutcause” no repayment would be required.

 

·                  FEI will provide you a “Living Allowance”amount in Singapore of $11 Ok USD per year, which is for a combination ofhousing, educational assistance, and transport. However, each of thesecomponents will require appropriate documentation about these expenses, withthe total not to exceed the $110k amount, with payments to be made on a monthlybasis. A part of this amount will be a transport allowance of $2,700 per monthfor which reimbursement documentation will not be required.

 

·                  Your pay amount is being established and willbe computed on an on-going basis inUSD, but will be converted to Sing Dollars at the rate applicable at the timeof hire, and then again periodically re-computed per the Company’s applicableaccounting policies concerning recalculation of exchange rates, This samemethodology will be used for other areas where USD is quoted in this letter,although actual payments will be in SGD.

 

·                  RSU’s: 60,000 RSU’s, which vest over fouryears in equal annual installments, beginning with start date. Priceestablished upon start date,

 

·                  Severance: In the event you are terminatedfrom FEI “without cause” within the first four years of employment, you willreceive a severance amount of one year of base-pay and an additional amountequivalent to one year of your “Living Allowance” as described above.

 

·                  Change-of-Control: In the event there is a “Change-of-Control”involving the Company the benefits below will apply.

 

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The change-of-control benefitwill be subject to a “double trigger”, which means that there must be a changeof control in company ownership, plus your position must be significantlyaltered in order for a change-of-control event to have occurred. “Significantlyaltered” could mean termination or it could be your being asked to assume a jobof significantly decreased responsibility.

 

The Change-of-ControlAgreement will provide:

 

·                  One year of base-pay,

·                  One year of targeted annual bonus,

·                  One year of continued vesting on any equitygrants.

 

As mentioned earlier, we willprovide:

 

·                  Indemnification of non-compete claims, shouldthat situation occur, provided that you have not breached your obligations toFEI not to use proprietary information acquired from a prior employer.

·                  Three weeks (15 days) of vacation time peryear.

 

Additional components of thisoffer: Subsequent to your eventual termination from FEl employment, you will besubject to a one year non-solicitation obligation, plus you will be subject toa one year non-compete obligation. Also you will be required to enter into ourstandard forms of agreement and policies concerning protection of FElproprietary information, assignment of inventions and protection of confidentialinformation.

 

I also must point out thatemployment at FEI is mutually “at will” and either you or FEI may terminateyour employment for any reason or no reason at all at any time (however, incompliance with the terms stated above). We will work together to agree upon amutually acceptable date for your employment to commence.

 

FEI is prepared to wait up tosix months, should that be necessary, from the date of your resignation, foryou to begin FEI employment. Of course, this presumes you will be promptlytendering your resignation from your current employer.

 

Benjamin, as we’ve previouslymentioned, we would very much like to have you be part of the executive team ofFEI. We believe you can have a large impact on our company, and youropportunity to build a business and realize personal benefit is significant.

 

We look forward to hearingback from you, confirming your plans to join FEI. If you have any questions,please let Don Kania or me know.

 

Best Regards,

 
| /s/ Jim Higgs                        |                                                           |
|--------------------------------------|----------------------------------------------------------------|
| Jim Higgs                            |                                                           |
| Sr. Vice President, Human  Resources |                                                           |
|                                 |
|                                 | My below signature confirms  my acceptance of the above offer: |
|                                 |                                                           |   |
|                                 | /s/ Benjamin Loh,  May 6, 2007                            |   |
|                                 | Benjamin Loh / date                                            |   |

 

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