EXHIBIT 10.15
EMPLOYMENT AGREEMENT
This Employment Agreement, effective as of August 12, 1999, by and between FEI
Company, an Oregon corporation ("Employer"), and Nicholas P. Economou, an
individual ("Employee"). IN CONSIDERATION OF the mutual covenants herein
contained, and other good and valuable consideration, the parties hereto agree
as follows:
1) EMPLOYMENT.
a) Employer hereby agrees to employ Employee, and Employee agrees to
serve, as Chief Operating Officer of Employer, during the Period of
Employment as defined in Section 2.
2) PERIOD OF EMPLOYMENT.
a) DURATION UNDER NORMAL CIRCUMSTANCES.
i) The "Period of Employment" shall be the period commencing on the
date hereof and ending on the second anniversary of the closing
of the merger transaction between the Employer and Micrion
Corporation ("Micrion").
b) TERMINATION EVENTS.
i) Notwithstanding anything in this Section 2 to the contrary, the
Period of Employment shall terminate upon the earliest to occur
of the following:
A. the retirement of Employee under the terms of Employer's
401(k) plan;
B. the Disability (as defined in Section 8) of Employee and the
expiration of the 30-day period referred to in the
definition of Disability without the actions referred to
therein being taken by Employee;
C. the death of Employee;
D. the 90th day after service of notice by Employee to
Employer, in accordance with the provisions of Section 11,
that Employee elects to terminate the Period of Employment
(with or without Good Reason) (a "voluntary termination by
Employee");
E. the 90th day after service of notice by Employer to
Employee, in accordance with the provisions of Section 11,
that Employer elects to terminate the Period of Employment
(a "voluntary termination by Employer"), other than a
termination by
Employer with Cause; and
F. promptly upon service of notice by Employer to Employee, in
accordance with the provisions of Section 11, that Employer
elects to terminate the Period of Employment with Cause.
3) DUTIES DURING THE PERIOD OF EMPLOYMENT.
i) Employee shall devote his full business time, attention and best
efforts to the affairs of Employer and its subsidiaries during
the Period of Employment and shall have such duties,
responsibilities and authority as shall be assigned to him from
time to time by the Chief Executive Officer or the Board of
Directors of Employer, which duties, responsibilities and
authority shall be commensurate in all material respects with
those held, exercised and assigned as of the date of this
Agreement. It is expressly acknowledged and agreed that Employee
may be requested to assume the position of president or senior
officer of any subsidiary or division of Employer or any position
of corporate officer of Employer, provided that the
responsibilities and authority assigned to such position are
commensurate in all material respects with those assigned to, or
held and exercised by, Employee as of the date of this Agreement,
and provided further that, in the event of a transfer of Employee
to the employ of a subsidiary of Employer, such subsidiary
expressly assumes all of Employer's obligations under this
Agreement. Employee may engage in other activities, such as
activities involving charitable, educational, religious and
similar types of organizations (all of which are deemed to
benefit Employer), non-industry speaking engagements, and similar
type activities, and may serve on the board of directors of other
corporations approved by the Chief Executive Officer of Employer,
in each case to the extent that such other activities do not
materially detract from or limit the performance of his duties
under this Agreement, or inhibit or conflict in any material way
with the business of Employer and its subsidiaries.
4) LOCATION OF EMPLOYMENT.
i) During the Period of Employment, Employer may only require
Employee to be based in or within 50 miles of Peabody, MA except
that Employer may require Employee to be based more than 50 miles
from Peabody, MA in connection with the relocation of the
executive office of Employer in which Employee is employed;
PROVIDED, HOWEVER, that Employer shall pay to, or reimburse
Employee for, on an after-tax basis, all reasonable expenses of
relocation of Employee and Employee's immediate family living
with Employee at the time of such relocation, incurred and
substantiated by Employee in connection with any such relocation.
5) CURRENT CASH COMPENSATION.
i) Employer will pay to Employee during the Period of Employment a
base annual salary of not less than Employee's salary at Micrion
as of January 1, 1999 (or such greater amount as may have been
approved by the Employer's Board of Directors in its sole
discretion), payable in substantially equal monthly installments
during each calendar year, or portion thereof, of the Period of
Employment; PROVIDED, HOWEVER, that Employer agrees to review
such base annual salary annually and in light of such review may,
in the sole discretion of the Board of Directors of Employer,
increase such salary, taking into account such factors as it
deems pertinent.
6) EMPLOYEE BENEFITS.
a) VACATION AND SICK LEAVE.
i) Employee shall be entitled to the usual number of days of paid
annual vacation, all paid Employer holidays and reasonable sick
leave consistent with Employer's existing policies and giving
full credit for the Employee's service with Micrion.
b) REGULAR REIMBURSED BUSINESS EXPENSES.
i) Employer shall reimburse Employee for all expenses and
disbursements reasonably incurred at Employer's request or
consistent with Employer's policies, and substantiated by
Employee, in the performance of his duties during the Period of
Employment.
c) EMPLOYEE BENEFIT PLANS OR ARRANGEMENTS.
i) In addition to the cash compensation provided for in Section 5
hereof, Employee, subject to meeting eligibility requirements and
to the provisions of this Agreement, shall be entitled to
participate without discrimination or duplication in all employee
(including executive) benefit plans of Employer, as presently in
effect or as they may be modified or added to by Employer from
time to time, to the extent such plans are available to other
similarly situated executives or employees of Employer,
including, without limitation, plans providing retirement
benefits, medical and other health insurance, life insurance,
disability insurance, and accidental death or dismemberment
insurance.
d) EMPLOYER'S INCENTIVE COMPENSATION PLANS.
i) In addition to the cash compensation provided for in Section 5
hereof and the employee benefits of Employer provided for in
paragraph (c) of this Section 6, Employee, subject to meeting
eligibility requirements and to the provisions of this Agreement,
shall be entitled to participate in all incentive compensation
plans of Employer, as presently in effect or as they may be
modified or added to by Employer from time to time, to the extent
such plans are available to similarly situated executives or
employees of Employer, including, without limitation, the 1995
Stock Incentive Plan and the 1995 Supplemental Stock Incentive
Plan (as the same may be modified, replaced, or added to by
Employer from time to time), and other performance share plans,
management incentive plans, deferred compensation plans, and
supplemental retirement plans.
7) TERMINATION.
a) DEATH, OR RETIREMENT OR DISABILITY.
i) If the Period of Employment terminates pursuant to paragraph (b)
of Section 2 as a result of (1) the death of Employee, (2) the
retirement of Employee under the terms of Employer's 401(k) plan
or (3) the Disability of the Employee, Employee (or Employee's
estate) will be entitled to receive only:
(i) the base salary otherwise payable under Section 5 through
the end of the month in which Employee's employment is
terminated, together with salary, compensation or benefits
which have been earned or become payable as of the date of
termination but which have not yet been paid to Employee;
(ii) such other awards or bonuses as the Board of Directors may
in its sole discretion determine;
(iii) during the 12-month period following the termination of
Employee's employment as a result of the death of Employee,
maintenance in effect for the continued benefit of
Employee's dependents of all insured and self-insured
employee medical and dental benefit plans in which Employee
was participating immediately prior to termination provided
that such continued participation is possible under the
general terms and conditions of such plans (and any
applicable funding media) and Employee's dependents continue
to pay an amount equal to the Employee's regular
contribution for such participation; and
(iv) such other benefits, if any, as shall be determined to be
applicable in accordance with Employer's plans and practices
as in effect on the date of termination.
b) VOLUNTARY TERMINATION BY EMPLOYEE WITHOUT GOOD REASON.
i) If the Period of Employment terminates pursuant to paragraph (b)
of Section 2 as a result of a voluntary termination by Employee
without Good Reason, Employee will be entitled to receive only:
A. the base salary otherwise payable under Section 5 through the
day on which Employee's employment is terminated, together with
salary, compensation or benefits payable to other similarly
situated employees (excluding any incentive compensation) which
have been earned or become payable as of the date of termination
but which have not yet been paid to Employee;
B. to the extent possible, the opportunity to convert group and
individual life and disability insurance policies of Employer
then in effect for Employee to individual policies of Employee
upon the same terms as similarly situated employees of Employer
may apply for such conversions; and
C. such other benefits, if any, as shall be determined to be
applicable in accordance with Employer's plans and practices for
similarly situated employees in effect on the date of
termination.
c) VOLUNTARY TERMINATION BY EMPLOYEE WITH GOOD REASON OR BY EMPLOYER
WITHOUT CAUSE.
i) If the Period of Employment terminates pursuant to paragraph (b)
of Section 2 as a result of a voluntary termination by Employee
with Good Reason (as hereinafter defined), or a voluntary
termination by Employer without Cause (as hereinafter defined),
then Employee will be entitled to receive:
A. the base salary otherwise payable under Section 5 through
the end of the month in which Employee's employment is
terminated, together with salary, compensation or benefits
which have been earned or become payable as of the date of
termination but which have not yet been paid to the
Employee;
B. a lump-sum severance payment in an amount equal to the
product of (A) the base annual salary at the rate in effect
under Section 5 on the date of termination, and (B) a
multiplier equal to x/52, where "x" equals the number of
weeks remaining until the Final Day of Period of Employment;
provided that the payment made pursuant to this paragraph
(ii) shall be repaid by Employee in the event Employee
violates in any material respect the provisions of Section 9
hereof;
C. maintenance in effect for the continued benefit of
Employee and his spouse and his dependents for a period
terminating on the earlier of (A) the earlier of
the Final Day of Period of Employment and the date on which
Employee retires under the terms of Employer's 401(k) plan,
and (B) the commencement of equivalent benefits from a new
employer of: (I) all insured and self-insured medical and
dental benefit plan in which Employee was participating
immediately prior to termination, provided that Employee's
continued participation if possible under the general terms
and conditions of such plans (and any applicable funding
media) and Employee continues to pay an amount equal to
Employee's regular contribution for such participation; and
(II) the group and individual life and disability insurance
policies of Employer then in effect for Employee;
provided, however, that if Employer so elects, or if such
continued participation is not possible under the general
terms and conditions of such plans or under such policies,
Employer shall, in lieu of the foregoing, arrange to have
issued for the benefit of Employee and Employee's dependents
individual policies of insurance providing benefits
substantially similar (on an after-tax basis) to those
described in this paragraph, or, if such insurance is not
available at a reasonable cost to Employer, Employer shall
otherwise provide Employee and Employee's dependents
equivalent benefits (on an after-tax basis);
provided further that, in no event shall Employee be
required to pay any premiums or other charges in an amount
greater than that which Employee would have paid in order to
participate in Employer's plans and policies; and for a
period terminating on the earlier of the Final Day of Period
of Employment and the date on which Employee reaches age 65,
Employer shall provide Employee with benefits equivalent to
the additional benefits Employee would have received under
the employee pension and retirement benefit plans maintained
by the Employer and supplemental or excess executive
retirement plans, or executive plans of deferred
compensation whether or not qualified for federal income tax
purposes in which Employee was participating immediately
prior to termination and assuming an annual rate of Salary
equal to the rate applicable to the Employee immediately
prior to termination is in effect, as if Employee had
received credit under such plans for service with Employer
during such period following Employee's termination, with
such benefits payable by Employer at the same times and in
the same manner as such benefits would have been received by
Employee under such plans.
d) TERMINATION BY EMPLOYER WITH CAUSE.
i) If the Period of Employment terminates pursuant to paragraph (b)
of Section 2 as a result of a termination by Employer with Cause,
Employee will be entitled to receive only:
A. the base salary otherwise payable under Section 5 through the
day on which Employee's employment is terminated, together with
salary, compensation or
benefits which have been earned or become payable as of the date
of termination but which have not yet been paid to Employee; and
B. such other benefits, if any, as shall be determined to be
applicable under the circumstances in accordance with Employer's
plans and practices in effect on the date of termination.
e) DATE OF PAYMENT.
i) Except as otherwise provided herein, all cash payments and
lump-sum awards required to be made pursuant to the provisions of
paragraphs (a) through (e) of this Section 7 shall be made no
later than the thirtieth day following the date of Employee's
termination.
f) EXCLUSIVE REMEDY.
i) Employee shall have no claim for damages or other remedies, at
law, in equity or otherwise, by reason of any breach of this
Agreement by Employer, or of termination of this Agreement by
reason thereof, other than as set forth in this Section 7.
8) DEFINITIONS.
i) For purposes of this Agreement, the following capitalized terms
shall have the meanings set forth below:
ii) "CAUSE" shall mean (i) the willful engaging by Employee in
conduct which is not authorized by the Board of Directors of
Employer or within the normal course of Employee's business
decisions and is known by Employee to be materially detrimental
to the best interests of Employer or any of its subsidiaries,
(ii) the willful engaging by Employee in conduct which Employee
knows is, or has substantial reason to believe to be, illegal to
the extent of a felony violation, or the equivalent seriousness
under laws other than those of the United States, and which has
effects on Employer or Employee materially injurious to Employer,
(iii) the engaging by Employee in any willful and conscious act
of serious dishonesty, in each case which the Board of Directors
of Employer reasonably determines affects adversely, or could in
the future affect adversely, the value, reliability or
performance of Employee to Employer in a material manner; (iv)
the willful and continued failure by Employee to perform
substantially his duties to Employer under this Agreement
(including any sustained and unexcused absence of Employee from
the performance of his duties under this Agreement, which absence
has not been certified in writing as due to physical or mental
illness in accordance with the procedures set forth in this
Section 8 under "Disability"), after a written demand for
substantial performance has been delivered to Employee by the
Board of Directors specifically identifying the manner in which
Employee has failed to
substantially perform his duties and after such Employee has had
a reasonable opportunity to cease such failure to perform, or (v)
the sustained and unexcused absence of Employee from the
performance of his duties under this Agreement for a period of
180 days or more within any period of 365 consecutive days,
regardless of the reason for such absence, unless Employee
demonstrates that such absence is due to Disability. For purposes
of this paragraph, no act, or failure to act, on Employee's part
shall be considered "willful" unless done, or omitted to be done,
in bad faith and without reasonable belief that such action or
omission was in, or not opposed to, the best interests of
Employer. Any act, or failure to act, based upon authority given
pursuant to a resolution duly adopted by the Board of Directors
of Employer or based upon the advice of counsel for Employer
shall be conclusively presumed to be done, or omitted to be done,
in good faith and in the best interests of Employer.
Notwithstanding the foregoing, there shall not be deemed to be a
termination by Employer with Cause unless and until there shall
have been delivered to Employee a copy of a resolution duly
adopted by the affirmative vote of a majority of the entire
membership of the Board of Directors of Employer at a meeting of
such Board held after reasonable notice to Employee and at which
Employee has an opportunity, together with his counsel, to be
heard before such Board, finding that, in the good faith opinion
of such Board, Employee was guilty of the conduct set forth above
and specifying the particulars thereof in detail.
iii) "DISABILITY" shall mean the absence of Employee from his duties
with Employer on a full-time basis for one hundred eighty (180)
days within any period of three hundred and sixty-five (365)
consecutive days as a result of Employee's incapacity due to
physical or mental illness as certified in writing by a physician
selected by Employee and reasonably acceptable to Employer (it
being understood that such physician shall be deemed to be
reasonably acceptable to Employer if, within a period of fifteen
(15) days after Employee notifies Employer of the name of such
physician, Employer does not object to the use of such
physician), unless within thirty (30) days after written notice
to Employee by Employer, in accordance with the provisions of
Section 12, that Employee's employment is being terminated by
reason of such absence, Employee shall have returned to the full
performance of Employee's duties.
iv) "FINAL DAY OF PERIOD OF EMPLOYMENT" shall mean the final day of
the Period of Employment under Section 2(a) as in effect on the
date of termination.
v) Voluntary termination by Employee with "GOOD REASON" shall mean a
voluntary termination by Employee resulting from the Employer (i)
reducing Employee's base annual salary as in effect immediately
prior to such reduction or reducing in a material respect
Employee's opportunity to earn incentive compensation as provided
in Section 6(d) of this Agreement; (ii) effecting a change in the
position of Employee which does not represent a promotion from
Employee's position provided for herein; (iii) assigning Employee
duties or responsibilities which are
materially inconsistent with Employee's position provided for
herein or requiring Employee to be based in a location that is
outside 50 miles from the location specified in Section 4 of this
Agreement; (iv) removing Employee from or failing to reappoint or
reelect Employee to such position, except in connection with a
termination as a result of death, Disability, voluntary
termination by Employee, retirement by Employee or termination by
Employer with Cause; or (v) otherwise materially breaching its
obligations under this Agreement, in each case after notice in
writing from Employee to Employer and a period of 30 days after
such notice during which Employer fails to correct such conduct;
PROVIDED, HOWEVER, that it is expressly acknowledged and agreed
that a transfer of Employee (a) to the position of another
corporate officer of Employer, or to any subsidiary of Employer
in the capacity of president or senior officer of such subsidiary
or (b) from the position of president or senior officer of any
subsidiary of Employer to a position of corporate officer of
Employer (in each case as contemplated by the second sentence of
Section 3 of this Agreement) shall not by itself constitute "Good
Reason" within the meaning of clauses (ii), (iii), (iv) or (v) of
this paragraph, provided that, in the case of any transfer to a
subsidiary of Employer, such subsidiary expressly assumes all of
Employer's obligations under this Agreement.
9) NON-COMPETITION AND NON-DISCLOSURE; EMPLOYEE COOPERATION.
a) Without the consent in writing of the Board of Directors of Employer,
upon termination of Employee's employment for any reason, Employee
will not for a period of two years thereafter, acting alone or in
conjunction with others, directly or indirectly (i) engage (either as
owner, partner, stockholder, employer, employee, director, consultant
or agent) in any business in which he has been directly engaged, or
has supervised as an executive, during the last two years prior to
such termination and which is directly in competition with a business
conducted by Employer or any of its subsidiaries; (ii) induce any
customers of Employer or any of its subsidiaries with whom Employee
has had contacts or relationships, directly or indirectly, during and
within the scope of his employment with Employer or any of its
subsidiaries, to curtail or cancel their business with such companies
or any of them; (iii) solicit or canvas business from any person who
was a customer of Employer or any of its subsidiaries at or during the
two-year period immediately preceding termination of Employee's
employment; or (iv) induce, or attempt to influence, any Employee of
Employer or any of its subsidiaries to terminate his employment;
PROVIDED, HOWEVER, that the limitation of subparagraph (i) shall
not apply if Employee's employment is terminated as a result of a
voluntary termination by Employee with Good Reason or a termination
by Employer without Cause. The provisions of subparagraphs (i),
(ii), (iii) and (iv) above are separate and distinct commitments
independent of each of the other subparagraphs. It is agreed that
the ownership of not more than 1/2 of 1% of the equity securities
of any company having securities listed on an exchange or regularly
traded in the over-the-counter market shall not, of itself, be
deemed inconsistent with clause (i) of this paragraph (a).
b) Employee shall not, at any time during the Period of Employment or
following Employee's termination of employment for any reason
whatsoever, disclose, use, transfer or sell, except in the course of
employment with Employer, any confidential or proprietary information
of Employer and its subsidiaries so long as such information has not
otherwise been publicly disclosed by Employer or is not otherwise in
the public domain, except as required by law or pursuant to legal
process.
c) Employee agrees to cooperate with Employer, by making himself
available to testify on behalf of Employer or any subsidiary or
affiliate of Employer, in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, and to assist
Employer, or any subsidiary or affiliate of Employer in any such
action, suit or proceeding, by providing information and meeting and
consulting with the Board of Directors of Employer or its
representatives or counsel, or representatives or counsel of Employer,
or any subsidiary or affiliate of Employer, as requested by such Board
of Directors, representatives or counsel. Employer agrees to reimburse
the Employee, on an after-tax basis, for all expenses actually
incurred in connection with his provision of testimony or assistance.
10) GOVERNING LAW; MODIFICATION AND SEVERABILITY; DISPUTES; ARBITRATION.
a) This Agreement is governed by and is to be construed and enforced in
accordance with the laws of the State of Oregon.
b) If any portion of this Agreement is at any time deemed to be in
conflict with any applicable statute, rule, regulation, ordinance or
principle of law, such portion shall be deemed to be modified or
altered to the extent necessary to conform thereto or, if that is not
possible, to be omitted from this Agreement; and the invalidity of any
such portion shall not affect the force, effect and validity of the
remaining portion hereof.
c) Except as provided in this Section 10(c), any controversy or claim
arising out of or relating to this Agreement, or the breach thereof,
shall be settled by arbitration administered by the American
Arbitration Association in accordance with its Commercial Arbitration
Rules, and judgment on the award rendered by the arbitrators may be
entered in any court having jurisdiction thereof.
i) The arbitrators shall have the authority to award such remedies
or relief that a court of the State of Oregon could order or
grant in an action governed by Oregon law, including, without
limitation, specific performance of any obligation created under
this Agreement, the issuance of an injunction, or the imposition
of sanctions for abuse or frustration of the arbitration process,
but shall not be empowered to award punitive damages. The
arbitration proceedings shall be conducted in Portland, Oregon
or, in the event that the executive office of Employer has been
relocated, in such other major city as is most proximate to such
relocated executive office.
ii) Notwithstanding the foregoing, any party may bring and pursue an
action in any
Federal or State court in the city where the arbitration
proceedings shall be conducted pursuant to the foregoing sentence
seeking provisional relief, including a temporary restraining
order or preliminary injunction, pending an arbitration
proceeding. Any provisional relief obtained shall be discontinued
once the arbitrators have assumed jurisdiction and ordered such
discontinuance.
d) Any amounts that have become payable pursuant to the terms of this
Agreement or any judgment by a court of law or a decision by
arbitrators pursuant to this Section 10 but which are not timely paid
shall bear interest at the prime rate in effect at the time such
payment first becomes payable, as quoted by Key Bank of Oregon.
11) NOTICES.
i) All notices or other communications hereunder shall be deemed to
have been duly given and made if in writing and if served by
personal delivery upon the party for whom it is intended, if
delivered by registered or certified mail, return receipt
requested, or by a national courier service, or if sent by
telecopier, PROVIDED that the telecopy is promptly confirmed by
telephone confirmation thereof, to the person at the address set
forth below, or such other address as may be designated in
writing hereafter, in the same manner, by such person:
To Employee:
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---------------------------
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Telephone:
Telecopy:
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To Employer:
FEI Company
7451 NW Evergreen Parkway
Hillsboro, OR 97124
Attn: Chief Executive Officer
With a copy to:
STOEL RIVES LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
Telephone: 503-224-3380
Telecopy: 503-220-2480
Attn: Stephen E. Babson
12) WITHHOLDING.
i) All payments to be made to Employee under this Agreement will be
subject to required withholding taxes and other deductions.
13) SUCCESSORS; BINDING AGREEMENT.
a) Any Successor (as hereinafter defined) to Employer shall be bound by
this Agreement. Employer will seek to have any Successor assent to the
fulfillment by Employer of its obligations under this Agreement at
Employee's request. Failure of Employer to obtain such assent within
thirty (30) days after such request shall constitute Good Reason for
termination by Employee of Employee's employment and, upon a voluntary
termination by Employee pursuant to Section 2, shall entitle Employee
to the benefits provided in Section 7(c). For purposes of this
Agreement, "Successor" shall mean any person other than Philips
Electronics N.V. and its affiliates that succeeds to, or has the
practical ability to control (either immediately or with the passage
of time), Employer's business directly, by merger or consolidation, or
indirectly, by purchase of the Employer's voting securities, all or
substantially all of its assets or otherwise.
b) For purposes of this Agreement, "Employer" shall include any
corporation or other entity which is the surviving or continuing
entity in respect of any amalgamation, merger, consolidation,
dissolution, asset acquisition or other form of business combination.
14) MISCELLANEOUS.
a) Except to the extent that the terms of this Agreement confer benefits
that are more favorable to Employee than are available under any other
employee benefit or executive compensation plan of Employer in which
Employee is a participant, Employee's rights under any such employee
(including executive) benefit plan or executive compensation plan
shall be determined in accordance with the terms of such plan (as it
may be modified or added to by Employer from time to time).
b) This Agreement constitutes the entire understanding between Employer
and Employee relating to employment of Employee by Employer and its
subsidiaries and supersedes and cancels all prior agreements and
understandings with respect to the subject matter
of this Agreement and such other written agreements. Employee shall
not be entitled to any payment or benefit under this Agreement which
duplicates a payment or benefit received or receivable by Employee
under such prior agreements and understandings.
c) This Agreement may be amended but only by a subsequent written
agreement of the parties.
d) This Agreement shall be binding upon and shall inure to the benefit of
Employee, his heirs, executors, administrators and beneficiaries, and
shall be binding upon and inure to the benefit of Employer and its
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
year and day first above written.
FEI COMPANY
By:_______________________________
(Authorized Officer)
__________________________________
Nicholas P. Economou