RESTRICTED STOCK PURCHASE AGREEMENT
This Agreement is entered into as of June 25, 1998 between FEI Company, an
Oregon corporation ("FEI"), and Vahe' Sarkissian (the "Recipient").
FEI has granted to the Recipient the right to purchase 150,620 shares (the
"Purchase Shares") pursuant to paragraph 8 of FEI's 1995 Stock Incentive Plan,
as amended, and the Recipient desires to acquire the Purchased Shares subject to
the terms and conditions of this agreement.
NOW, THEREFORE, the parties agree as follows:
1. Purchase of Shares; Payment of Purchase Price. Subject to the terms and
conditions of this Agreement, FEI hereby sells to the Recipient and the
Recipient hereby purchases the Purchase Shares at a price of $7-13/32 per share
or, in the aggregate, $1,115,530. Payment for the Purchase Shares shall be made
in the form of a promissory note (the "Note") in the form attached hereto as
Exhibit A, in the principal amount of $1,115,530. Interest shall accrue at 5.58%
per annum, compounded annually and payable at maturity.
2. Repurchase Restriction. If the Recipient ceases at any time to be
employed by FEI voluntarily or for cause, FEI will have the option to repurchase
any unvested Purchase Shares at such time at the price paid by the Recipient.
The option shall be exercised by written notice from FEI received by the
Recipient not later than thirty days after the last day of employment of the
Recipient by FEI. FEI will have the right to offset the repurchase payment
against amounts outstanding under the loan referred to in Section 1 above.
Nothing contained in this Agreement shall confer upon the Recipient any right to
be employed by FEI or to continue to provide services to FEI or to interfere in
any way with the right of FEI to terminate the Recipient's services at any time
for any reason, with or without cause.
3. Resale Option. If the Recipient's employment with FEI is terminated
involuntarily without cause, the Recipient will have the option to cause FEI to
repurchase all of the Purchase Shares that are unvested at the time of
termination at a price equal to his cost plus interest owed on the portion of
the loan attributable to such repurchased shares, calculated at the same rate
and on the same basis as the interest payable under the Note. This option shall
be exercised by written notice from the Recipient to FEI received by FEI not
later than thirty days after the last day of employment of the Recipient by FEI.
4. Vesting of Purchase Shares. Except as described in the following
sentence, the Purchase Shares shall vest on the following dates for the
percentages specified below of the total number of shares being purchased by the
Recipient:
on June 25, 1998 20%
on June 25, 1999 20%
on June 25, 2000 20%
on June 25, 2001 20%
on June 25, 2002 20%.
If the Recipient's employment is terminated involuntarily without cause before
May 15, 2001, the Purchase Shares shall be credited with an additional 20%
vesting, effective as of the date of termination.
5. Restriction on Transfer. The Recipient shall not sell, assign, pledge,
or in any manner transfer unvested Purchase Shares, or any right or interest in
unvested Purchase Shares, whether voluntarily or by operation of law, or by
gift, bequest or otherwise. Any sale or transfer, or purported sale or transfer,
of unvested Purchase Shares, or any right or interest in unvested Purchase
Shares, in violation of this Section 5 shall be null and void.
6. Stock Certificate. Upon the execution and delivery of this Agreement and
the Note, the award of the Purchase Shares shall be completed and the Recipient
shall be the owner of the Purchase Shares with all voting and other rights of a
shareholder, except as limited by this Agreement. To secure the rights of FEI
under Section 2, FEI will retain the certificate or certificates representing
the unvested Purchase Shares. Upon any repurchase of Purchase Shares covered by
this Agreement, FEI shall have the right to cancel such Purchase Shares without
any further action by the Recipient. After Purchase Shares have vested and any
required withholding has been paid to FEI in connection with such vesting, FEI
shall deliver a certificate for the vested Purchase Shares to the Recipient.
7. Additional FEI Shares. If, prior to vesting of Purchase Shares, the
outstanding FEI Common Stock is increased as a result of a stock dividend or
stock split, the restrictions and other provisions of this Agreement shall apply
to any such additional shares of FEI Common Stock which are issued in respect of
the Purchase Shares to the same extent as such restrictions and other provisions
apply to the Purchase Shares.
8. Restrictive Legends. Stock certificates for shares issued under this
Agreement may bear the following legends:
The shares represented by this certificate are subject to a Restricted
Stock Purchase Agreement between the registered owner and FEI Company which
restricts the transferability of the shares. A copy of the agreement is on
file with the Secretary of FEI Company.
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9. Miscellaneous.
9.1 Entire Agreement; Amendment. This Agreement constitutes the entire
agreement of the parties with regard to the subjects hereof and may be amended
only by written agreement between FEI and the Recipient.
9.2 Notices. Any notice required or permitted under this Agreement
shall be in writing and shall be deemed sufficient when delivered personally to
the party to whom it is addressed or when deposited into the United States Mail
as registered or certified mail, return receipt requested, postage prepaid,
addressed to FEI, Attention: Corporate Secretary, at its principal executive
offices or to the Recipient at the address of The Recipient in FEI's records, or
at such other address as such party may designate by ten (10) days' advance
written notice to the other party.
9.3 Rights and Benefits. The rights and benefits of this Agreement
shall inure to the benefit of and be enforceable by FEI's successors and assigns
and, subject to the restrictions on transfer of this Agreement, be binding upon
the Recipient's heirs, executors, administrators, successors and assigns.
9.4 Further Action. The parties agree to execute such further
instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.
9.5 Applicable Law; Attorneys' Fees. The terms and conditions of this
Agreement shall be governed by the laws of the State of Oregon. In the event
either party institutes litigation hereunder, the prevailing party shall be
entitled to reasonable attorneys' fees to be set by the trial court and, upon
any appeal, the appellate court.
9.6 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
FEI COMPANY
By /s/
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RECIPIENT
/s/
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EXHIBIT A
FORM OF NOTE
$1,115,530.00 June 25, 1998
Hillsboro, Oregon
NON-NEGOTIABLE PROMISSORY NOTE (STOCK PURCHASE)
FOR VALUE RECEIVED, Vahe' Sarkissian ("Maker") hereby promises to pay
to FEI Company, an Oregon corporation ("FEI"), at FEI's principal office,
Attention: Chief Financial Officer, or at such other place as FEI may designate
in writing from time to time, the principal sum of One Million One Hundred
Fifteen Thousand Five Hundred and Thirty Dollars ($1,115,530.00), plus accrued
and unpaid interest thereon, in lawful money of the United States of America.
1. Interest. Interest shall accrue on the unpaid principal balance
outstanding hereunder at the rate of five and 58/100 percent (5.58%) per
annum. Interest shall be compounded annually and shall be calculated on the
basis of a 365- or 366-day year, as applicable, for the actual number of
days elapsed.
2. Maturity. The principal amount of this note, together with all accrued
and unpaid interest thereon, shall be due and payable on June 24, 2002.
3. Prepayment. Maker may prepay all or any portion of this Note at any
time without penalty. Any such prepayment shall be applied first to pay
interest accrued to the date of prepayment and second to reduce the
principal balance hereof.
4. Costs of Collection. Maker agrees to pay any and all costs, including
without limitation attorneys' fees, costs and expenses (in addition to any
statutory costs) at trial, or on any appellate review, incurred by FEI in
enforcing this Note and collecting sums due hereunder.
5. Waiver of Suretyship Defenses. The undersigned and all persons liable
or to become liable on this Note waive presentment, protest and demand and
notice of protest, demand, dishonor or nonpayment of this Note.
6. Waiver Only in Writing. FEI shall not be deemed, by any act or failure
to act, to have waived any of its rights or remedies hereunder unless such
waiver is in writing and signed by FEI, and then only to the extent
specifically set forth in writing.
7. Usury. It is the specific intent of the Maker and FEI that this Note
bear a lawful rate of interest, and if any court of competent jurisdiction
should determine that the rate herein provided for exceeds that which is
statutorily permitted for the type of transaction evidenced hereby, the
interest rate shall be reduced to the highest rate permitted by applicable
law, with any excess interest theretofore collected being applied against
principal or, if such principal has been fully repaid, returned to Maker on
demand.
8. Governing Law. This Note shall be construed in accordance with the
laws of the State of Oregon, regardless of choice of law rules applicable
in such state.
MAKER:
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Vahe' Sarkissian
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