Docstoc

Master Divestment Agreement - FEI CO - 3-30-2000

Document Sample
Master Divestment Agreement - FEI CO - 3-30-2000 Powered By Docstoc
					EXHIBIT 10.14 CONFIDENTIAL MASTER DIVESTMENT AGREEMENT This master divestment agreement is made the 28th day of October, 1999 BY AND BETWEEN FEI Company, having its registered office at 7451 NW Evergreen Parkway, Hillsboro, Oregon, 97124-5830, USA ("FEI"), on the one hand, and Koninklijke Philips Electronics NV, having its registered office at Groenewoudseweg 2, Eindhoven, The Netherlands, acting also to the benefit of its worldwide subsidiaries ("Philips"), on the other hand. WHEREAS in October 1996 Philips Electron Optics BV ("PEO") and Philips Industrial Electronics International BV ("PIE") entered into a Heads of Agreement for the future distribution by PIE of PEO's products; subsequently FEI and Philips entered into various agreements on the basis of which (i) FEI acquired certain electron optics business from Philips and (ii) ultimately Philips Industrial Electronics International BV acquired the majority of shares in FEI; WHEREAS subsequently PIE changed its corporate name into Philips Business Electronics International B.V. (PBE). WHEREAS FEI acquired the sales and service activities in certain countries but the parties agreed that in certain other countries, other companies within the Philips group of companies ("Philips Group") would continue to act as distributor for FEI's product range; WHEREAS the parties hereto have now agreed to transfer all sales and service activities carried on by the Philips Group at the date of this Agreement in all remaining countries to FEI and terminate any and all Philips distributorships and sell such sales and service activities as a going concern on the terms and conditions set out in this Agreement. NOW IT IS AGREED ARTICLE 1 DEFINITIONS In this Agreement the following expressions have the following meanings:

2
1.01 "AGREED FORM": a document in a form agreed between the parties prior to the entering into of this Agreement, the list of such documents being set forth in Article 4.02; "AGREEMENT": the contract made herein between the parties including the Schedules and the Agreed Form documents; "ASSETS": all assets and associated liabilities directly belonging to the Business, including trade accounts receivable, Books, Fixed Assets, Inventories, Contracts and Assigned IP; "ASSIGNED IP": the technical information and commercial know-how which is used at the date hereof in the Business and which, for the avoidance of doubt, excludes any patents or patent applications and

1.02

1.03

1.04

2
1.01 "AGREED FORM": a document in a form agreed between the parties prior to the entering into of this Agreement, the list of such documents being set forth in Article 4.02; "AGREEMENT": the contract made herein between the parties including the Schedules and the Agreed Form documents; "ASSETS": all assets and associated liabilities directly belonging to the Business, including trade accounts receivable, Books, Fixed Assets, Inventories, Contracts and Assigned IP; "ASSIGNED IP": the technical information and commercial know-how which is used at the date hereof in the Business and which, for the avoidance of doubt, excludes any patents or patent applications and trademarks but includes all customers' lists, vendor lists, telephone numbers, technical know how, trade secrets, tradenames and copyrights in relation to the Business together with the exclusive right for FEI and any assignee to represent itself as carrying on the Business in succession to Philips; "BOOKS": the books, records, documents of title, Employee Records and other documents which Philips uses exclusively in the Business as at the date hereof; "BUSINESS": the marketing, sale and servicing of FEI products, as carried out at the date of this Agreement by various Local Philips Companies on the basis of distribution agreements; "CLOSING": the completion of the transactions contemplated hereunder, as described in Article 4 on the respective Closing Dates; "CLOSING ACCOUNTS" the accounts of the Business for the accounting reference period beginning on April 4, 1999 and ending on the respective Closing Date (comprising a NOC statement); "CLOSING AMOUNT": the amount indicated in Article 3.02 to be paid by FEI to Philips on the respective Closing Date, in accordance with Article 4; "CLOSING DATE": 5.00 p.m. on the date on which the respective Closing takes place; "CONSISTENTLY APPLIED" means the consistent application of Philips Accounting Policies by the individual business organizations within the Business in the national sales organizations ("NSO's"). Such application shall be measured on the basis of the application of Philips Accounting Policies by such individual business organizations in their financial statements for the financial year 1998, as consolidated in the audited financial statements of Koninklijke Philips Electronics N.V. for the financial year 1998. Should any of such individual business organizations have applied different methods for the same item, but both such methods are acceptable under Philips

1.02

1.03

1.04

1.05

1.06

1.07

1.08

1.09

1.10

1.11

3
Accounting Policies, then the only criterion for measuring whether or not Philips Accounting Policies have been consistently applied shall be whether each of the individual business organizations in question has applied those accounting policies consistently with those used in its own financial figures which were consolidated in the Annual Report 1998 of Philips. 1.12 "CONTRACTS": all contracts (except employment agreements) to which a Local Philips Company is a party relating solely to the Business; "COUNTRY AGREEMENT": the respective contract to be entered into prior to the Closing Date for the agreed upon transfer of the Local Activities from the Local Philips Company to the Local FEI Company,

1.13

3
Accounting Policies, then the only criterion for measuring whether or not Philips Accounting Policies have been consistently applied shall be whether each of the individual business organizations in question has applied those accounting policies consistently with those used in its own financial figures which were consolidated in the Annual Report 1998 of Philips. 1.12 "CONTRACTS": all contracts (except employment agreements) to which a Local Philips Company is a party relating solely to the Business; "COUNTRY AGREEMENT": the respective contract to be entered into prior to the Closing Date for the agreed upon transfer of the Local Activities from the Local Philips Company to the Local FEI Company, substantially in the form set forth in Schedule 1.13; "CREDITORS": amounts owed by the Philips Group as at Closing solely in relation to the Business; "DEBTORS": amounts owed to the Philips Group as at Closing solely in relation to the Business; "DISCLOSURE LETTER": the letter (together with any schedules thereto) of even date making certain disclosures against the Warranties addressed by Philips to FEI for the purposes of Article 13.02; "EMPLOYEES": those persons employed in each of the Local Philips Companies as per October 25, 1999 and listed on Schedule 1.18 who devote at least 50% of their working hours to the Business; "EMPLOYEE RECORDS": all records in respect of the Employees; "FIXED ASSETS": all service tools, furniture and other equipment used exclusively by the Philips Group for the purposes of the Business as at Closing (as the same are listed at Schedule 1.20); "IFO" income from operation, excluding interest, taxation and extraordinary items as defined in the 1998 Annual Report of Philips; "INVENTORIES": all inventories of materials and work-in-progress, packaging, consumables, service parts and other stock-in-trade held by the Philips Group for the purposes of the Business as at Closing; "LIABILITIES": all liabilities solely relating to the Business including the Contracts but excluding real property leases and any tort liability arising from the actions of the Philips Group prior to or after the Closing and any breach of contract claim arising out of the actions of the Philips Group (unless due to the products purchased from

1.13

1.14

1.15

1.16

1.18

1.19 1.20

1.21

1.22

1.23

4
the FEI Group) or a third party claiming damages solely because the Local Philips Company is selling the Business; 1.24 "LOCAL ACTIVITIES": the Assets, Business and Liabilities in a particular country which are to be transferred by a Local Philips Company to the respective Local FEI Company; "LOCAL FEI COMPANY": a legal entity indicated by FEI in the respective country to which all Local Activities are to be transferred (whether it be a FEI subsidiary or a third party); "LOCAL PHILIPS COMPANY": a (direct or indirect) subsidiary of Philips which has entered into a distributor/agency agreement with FEI or a subsidiary thereof, and which is to terminate such distributorship and to transfer the Local Activities on the basis of this Agreement (a list of countries is attached as Schedule 2.03);

1.25

1.26

4
the FEI Group) or a third party claiming damages solely because the Local Philips Company is selling the Business; 1.24 "LOCAL ACTIVITIES": the Assets, Business and Liabilities in a particular country which are to be transferred by a Local Philips Company to the respective Local FEI Company; "LOCAL FEI COMPANY": a legal entity indicated by FEI in the respective country to which all Local Activities are to be transferred (whether it be a FEI subsidiary or a third party); "LOCAL PHILIPS COMPANY": a (direct or indirect) subsidiary of Philips which has entered into a distributor/agency agreement with FEI or a subsidiary thereof, and which is to terminate such distributorship and to transfer the Local Activities on the basis of this Agreement (a list of countries is attached as Schedule 2.03); "NOC" shall have the meaning in accordance with the definition as mentioned in the 1998 Annual Report of Philips: (in)tangible fixed assets, provisions, current assets (excluding cash and cash equivalents), current liabilities (excluding deferred tax positions, pension liabilities and interest bearing debt). "PENSIONS SCHEDULE": the agreement relating to the pensions of those Employees who are members of a Pension Scheme at Closing; "PENSION SCHEME": a local Philips pension fund arrangement, if any, for the benefit of Employees of the respective Philips entities. "PHILIPS ACCOUNTING POLICIES" as set out in the Annual Report 1998 of Philips, and as applied by the Local Philips Companies; "PRINCIPAL CLOSING AMOUNT" means the amount to be paid for the Businesses to be transferred on the Principal Closing Date; "PRINCIPAL CLOSING DATE" means the date referenced in Article 4.01; "PURCHASE PRICE": the total purchase price for the Business, being the Principal Closing Amount and the Second Closing Amount, as may be adjusted pursuant to Article 5.1; "REFERENCE ACCOUNTS" the unaudited accounts of the Business for the accounting reference period which ended on the April 4, 1999 (comprising a NOC statement), annexed hereto as Schedule 1.34; "SECOND CLOSING AMOUNT" means the amount to be paid for the Businesses to be transferred on the Second Closing Date;

1.25

1.26

1.27

1.28

1.29

1.30

1.31

1.32 1.33

1.34

1.35

5
1.36 1.37 1.38 "SECOND CLOSING DATE" means November 26, 1999; "SIGNING DATE": means the date on which this Agreement is signed. "SITE AND OTHER SERVICES AGREEMENT": the agreement relating to the provision of site and other services by a Local Philips Company to a Local FEI Company; "WARRANTIES": the warranties and representations contained in Schedule 1.39.

1.39

In this Agreement words importing the singular include the plural and vice versa and words importing gender include any other gender. The headings of Articles are for ease of reference and shall not affect the construction of this Agreement.

5
1.36 1.37 1.38 "SECOND CLOSING DATE" means November 26, 1999; "SIGNING DATE": means the date on which this Agreement is signed. "SITE AND OTHER SERVICES AGREEMENT": the agreement relating to the provision of site and other services by a Local Philips Company to a Local FEI Company; "WARRANTIES": the warranties and representations contained in Schedule 1.39.

1.39

In this Agreement words importing the singular include the plural and vice versa and words importing gender include any other gender. The headings of Articles are for ease of reference and shall not affect the construction of this Agreement. References in this Agreement to Articles or Schedules are references to clauses of or schedules to this Agreement. The Schedules form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement. ARTICLE 2 AGREEMENT FOR SALE AND TRANSFER
2.01 On the terms and subject to the conditions of this Agreement, Philips hereby sells and FEI hereby purchases and assumes the Business as a going concern and comprising the Assets and Liabilities. Each acquisition of any Local Activity shall be made on substantially the terms set out in the form of the model Country Agreement, subject to such modifications and amendments as may be necessary in the case of the respective countries, including any which may be necessary to take account of any legal requirements in a country in which the respective Business is conducted. Philips and FEI agree and warrant to procure 2.02.1 (in the case of the Philips Group) that its respective Local Philips Companies owning the respective Businesses will comply with the respective Country Agreement and become a signatory to such agreement prior to or on the respective Closing Date; (in the case of FEI) that its respective Local FEI Companies or appointed third parties through which FEI will acquire the respective Businesses will comply with the respective Country Agreement and become a signatory to such agreement prior to or on the respective Closing Date.

2.02

2.02.2

6
2.03 The list of countries to be transferred on the Principal Closing Date and the Second Closing Date respectively is attached hereto as Schedule 2.03. The Local Philips Companies in these 27 countries will abstain from distributing electron miscroscopes in their respective territory for a period of three years as from the respective Closing Date.

ARTICLE 3 PURCHASE PRICE
3.01 In consideration for the purchase of the Business, FEI shall pay to Philips the Purchase Price.

6
2.03 The list of countries to be transferred on the Principal Closing Date and the Second Closing Date respectively is attached hereto as Schedule 2.03. The Local Philips Companies in these 27 countries will abstain from distributing electron miscroscopes in their respective territory for a period of three years as from the respective Closing Date.

ARTICLE 3 PURCHASE PRICE
3.01 In consideration for the purchase of the Business, FEI shall pay to Philips the Purchase Price. On the Principal Closing Date , no payment shall take place and on the Second Closing Date, FEI shall pay the sum of the Principal Closing Amount (being EUR -142,000; minus one hundred and forty two thousand, excluding VAT) and the Second Closing Amount (being EUR 1,764,000; one million, seven hundred and sixty four thousand EURO's; excluding VAT; totalling 1,622,000 EURO) to Philips by electronic funds transfer in immediately available funds, to the credit of such account of Philips with a Dutch clearing bank as Philips shall notify in writing to FEI not less than five business days prior to each Closing. The allocation of the Purchase Price to the respective Local Activities is defined in Schedule 3.02. ARTICLE 4 CLOSING AND COVENANTS TO CLOSING DATE 4.01 The parties undertake commercial best endeavours to sign all Country Agreements by the end of business on October 28 and have the Principal Closing occur by no later than October 31, 1999 and the Second Closing by November 26, 1999. In case of a delay in a either South Africa or Brasil, Philips will continue as FEI's distributor in these countries through December 31, 1999. In case a Country Agreement for South Africa or Brasil is not signed as per December 31, 1999, the pertaining Local Activities will be terminated at the sole risk and expense of FEI and the Business will be deemed transferred as from December 31, 1999. In case of a delay in the other countries after the agreed Closing Date, Philips will continue to act for the sole risk and account of FEI, under sole managerial decision-making of FEI appointed personnel; Philips will cause such Business to continue operation in a normal, business like fashion in accordance with past practice and will not cause or permit its Businesses to enter into any transaction outside the ordinary course of business. However, in case within five working days from November 26 next, in any country a Closing can still take place, Philips will waive its rights as regards acting for the sole risk and

3.02

7
account of FEI and the Closing will take place (with retroactive effect) as of November 26. In case a certain Country Agreement is not signed as per December 31, 1999, the pertaining Local Activities will be terminated at the sole risk and expense of FEI and the Business will be deemed transferred as from the respective Closing Date. 4.02 On Closing, each party shall cause to be delivered to the other the following documents in the Agreed Form (with changes agreed to by the parties): *all applicable signed Country Agreements (facsimile copies thereof). *the list of Employees and if applicable, a Pensions Schedule *such other documents as are material to the Business and necessary to effect the transactions contemplated under this Agreement and each Country Agreement.

7
account of FEI and the Closing will take place (with retroactive effect) as of November 26. In case a certain Country Agreement is not signed as per December 31, 1999, the pertaining Local Activities will be terminated at the sole risk and expense of FEI and the Business will be deemed transferred as from the respective Closing Date. 4.02 On Closing, each party shall cause to be delivered to the other the following documents in the Agreed Form (with changes agreed to by the parties): *all applicable signed Country Agreements (facsimile copies thereof). *the list of Employees and if applicable, a Pensions Schedule *such other documents as are material to the Business and necessary to effect the transactions contemplated under this Agreement and each Country Agreement. 4.03 Philips hereby agrees and declares that it will execute and deliver and procure the execution and delivery of any other documents and take any other steps as shall reasonably be required by FEI to vest the Local Activities in FEI or the Local FEI Company and transfer the Assigned IP. FEI hereby agrees and declares that it will execute and deliver and procure the execution and delivery of any other documents and take any other steps as shall reasonably be required by Philips to vest the Local Activities in FEI or the Local FEI Company. If and to the extent the Local Philips Company has provided its customers with a prepayment/ bankguarantee, then the Local FEI Company shall undertake to replace same by a similar prepayment/bankguarantee acceptable to the customer, or, in case customer refuses, provide same as a guarantee to the Local Philips Company. This agreement becomes effective and binding upon the parties as from the Signing Date. The Parties agree as follows with respect to the period between the Signing Date and the respective Closing Date: a. Each Party will file (and each Party will cause its Group Companies to file) any notification and report forms and related material that each Party or its Group Company may be required to file with any governmental authority, will use its best commercial efforts to obtain the expiration or early termination of the applicable waiting period (or any extension thereof) for any required pre-acquisition or pre-merger notice to such authority, and will make any further filings, including the submission of any additional information or documentary material, pursuant thereto that may be necessary. b. Philips will cause its Businesses to continue operation in a normal, business like fashion in accordance with past practice and will not cause or permit its Businesses to enter into any transaction outside the ordinary course of business. ARTICLE 5 REFERENCE ACCOUNTS AND CLOSING ACCOUNTS 5.01 REFERENCE ACCOUNTS

4.04

8
Philips has delivered to FEI the Reference Accounts of the Business as of April 4, 1999, attached hereto as Schedule 1.32. The financial statements referred in this Article 5.1 have been prepared by Philips. Since the Business has not been accounted for separately within Philips, FEI understands that these financial statements have required allocations in which Philips utilized its reasonable judgement. Philips represents that the Reference Accounts have been prepared in accordance with the Philips Accounting Policies Consistently Applied. 5.02 CLOSING ACCOUNTS Philips shall prepare the Closing Accounts using the Philips

8
Philips has delivered to FEI the Reference Accounts of the Business as of April 4, 1999, attached hereto as Schedule 1.32. The financial statements referred in this Article 5.1 have been prepared by Philips. Since the Business has not been accounted for separately within Philips, FEI understands that these financial statements have required allocations in which Philips utilized its reasonable judgement. Philips represents that the Reference Accounts have been prepared in accordance with the Philips Accounting Policies Consistently Applied. 5.02 CLOSING ACCOUNTS Philips shall prepare the Closing Accounts using the Philips Accounting Policies Consistently Applied. Such Closing Accounts shall be delivered to FEI by Philips as soon as possible and in any event no later than sixty (60) days after the respective Closing Date. FEI shall be entitled to review the Closing Accounts in order to establish that the agreed accounting policies (the Philips Accounting Policies) have indeed been Consistently Applied. In case of such audit, FEI shall provide a copy of its full report to Philips within 60 days after receipt by FEI of the Closing Accounts. Unless FEI within twenty (20) days after delivery of said report, notifies Philips in writing that it disputes the Closing Accounts or any portion thereof and specifies the basis for its dispute, the Closing Accounts shall become final and binding on the parties for the purpose of determining the corrective payment as referred to in Article 5.3 hereof. 5.03 PROCEDURE FOR DISPUTE AND THE CLOSING ACCOUNTS In the event FEI notifies Philips in accordance with Article 5.2, that a dispute does exist in respect of the Closing Accounts and if FEI and Philips are unable to resolve such dispute within thirty (30) business days after any such notification has been given, the dispute shall be submitted to a jointly appointed independent auditor, ("Arbitrator") or in case of disagreement a request for the appointment shall be submitted to the President of the Dutch Accounting Federation. Should FEI notify Philips that a dispute does exist in respect of the Closing Accounts, then Philips shall be entitled to bring into the dispute any other items whether or not those items have been valued. A final settlement shall fully take these positions into account in determining the amount of the settlement or the award, as the case may be. Philips and FEI shall provide full cooperation to the Arbitrator and the Arbitrator shall be asked to make a final and binding determination as to the matter or matters in dispute within sixty (60) days after the dispute is presented to him (unless the Arbitrator and both parties agree that a longer period is appropriate) after its appointment. The Arbitrator shall use the Philips Accounting Policies, Consistently Applied as the basis for its determination, unless same have been explicitly deviated from in the main body of this Agreement.

9
The Arbitrator shall confine himself only to unresolved adjustments. The Arbitrator, in reaching a decision, shall provide a written explanation of his conclusions to each Party, and his determination shall be conclusive and binding upon the Parties. The Arbitrator will allocate between claimant and defendant his fees and expenses. 5.04 CLOSING ACCOUNTS AND SETTLEMENT FOR THE PERIOD BETWEEN APRIL 4, 1999 AND CLOSING DATE FEI shall be entitled to all of the Assets and shall assume all of the Liabilities pertaining to each of the respective Business as of the respective Closing Date. In addition, the Parties will settle the NOC; the respective settlement shall be determined on the basis of the Reference Accounts and the Closing Accounts as set forth hereinafter. Once the respective Closing Accounts have been determined in accordance with the above, any differences in the NOC resulting from a

5.05

9
The Arbitrator shall confine himself only to unresolved adjustments. The Arbitrator, in reaching a decision, shall provide a written explanation of his conclusions to each Party, and his determination shall be conclusive and binding upon the Parties. The Arbitrator will allocate between claimant and defendant his fees and expenses. 5.04 CLOSING ACCOUNTS AND SETTLEMENT FOR THE PERIOD BETWEEN APRIL 4, 1999 AND CLOSING DATE FEI shall be entitled to all of the Assets and shall assume all of the Liabilities pertaining to each of the respective Business as of the respective Closing Date. In addition, the Parties will settle the NOC; the respective settlement shall be determined on the basis of the Reference Accounts and the Closing Accounts as set forth hereinafter. Once the respective Closing Accounts have been determined in accordance with the above, any differences in the NOC resulting from a comparison of the Reference Accounts and the respective Closing Accounts will give rise to an adjustment, pursuant to which: (i) Philips shall pay the difference to FEI in the event the NOC in the Closing Accounts is lower than the NOC in the Reference Accounts, such payment on an after tax basis only if Philips is obliged to pay the related taxes and the payment is not tax deductible; (ii) FEI shall pay the difference to Philips in the event the NOC in the Closing Accounts is higher than the NOC in the Reference Accounts, such payment on an after tax basis if Philips is obliged to pay the related taxes and the payment is not tax deductible. Any payment to be made hereunder is subject to an interest charge at EURIBOR (3 months rate at Closing) + 2% calculated as from the Closing Date until the day payment is actually received.

5.05

ARTICLE 6 CONTRACTS
6.01 As further consideration for the sale and purchase hereunder and subject as hereinafter mentioned, FEI undertakes with Philips: 6.01.1 that it will with effect from the Closing Date carry out, perform and complete all obligations and liabilities created by or arising under the Contracts; and that it will indemnify Philips and any other member of the Philips Group fully at all times from and against any and all actions,

6.01.2

10 proceedings, costs, claims, demands, expenses and liabilities which may be suffered or incurred by them as a result of (a) any failure by FEI so to do, (b) any tort or breach of contract claim due to the acts or omissions of the Local FEI Company, including but not limited to any breach of any representation, warranty or covenant set out herein. And Philips undertakes with FEI:
6.01.3 that it will indemnify FEI and any other member of the FEI Group fully at all times from and against any and all actions, proceedings, costs, claims, demands, expenses and liabilities which may be suffered or incurred by them as a result of any tort or breach of contract claim due to Philips or the Local Philips Company including but not limited to any breach of any representation, warranty or covenant set out herein.

10 proceedings, costs, claims, demands, expenses and liabilities which may be suffered or incurred by them as a result of (a) any failure by FEI so to do, (b) any tort or breach of contract claim due to the acts or omissions of the Local FEI Company, including but not limited to any breach of any representation, warranty or covenant set out herein. And Philips undertakes with FEI:
6.01.3 that it will indemnify FEI and any other member of the FEI Group fully at all times from and against any and all actions, proceedings, costs, claims, demands, expenses and liabilities which may be suffered or incurred by them as a result of any tort or breach of contract claim due to Philips or the Local Philips Company including but not limited to any breach of any representation, warranty or covenant set out herein.

6.02

If any claim shall be made by any third party (i) against Philips (or a Philips Company) in respect of which Philips (for the purpose of this Article deemed to include a Philips Company, as the case may be)

seeks to be indemnified under Article 6.01 or (ii) against FEI (or an FEI Company) in respect of which FEI (for the purpose of this Article deemed to include an FEI Company, as the case may be) seeks to be indemnified under Article 6.01 (hereinafter the party seeking to be indemnified being "the Indemnitee", and the party requested to indemnify "the Indemnitor"), then the Indemnitee shall promptly inform the Indemnitor and:
6.02.1 the Indemnitor shall have the right upon written notice to the Indemnitee to have the conduct of all litigation or other proceedings ("proceedings") in respect thereof and in that connection the Indemnitee shall give or cause to be given to the Indemnitor all such assistance as the Indemnitor may reasonably require in disputing any such claim and conducting proceedings and shall instruct such solicitors or other professional advisers as the Indemnitor may nominate (and to whom the Indemnitee shall have no reasonable objection) to act on behalf of the Indemnitee but in accordance with the instructions of the Indemnitor; the Indemnitor shall keep the Indemnitee fully and promptly informed of the conduct of any proceedings of which it has conduct, shall consult the Indemnitee on any matter which is or is likely to be material in relation thereto and shall take account of all reasonable requirements of the Indemnitee in relation thereto; neither the Indemnitee (where the Indemnitee is responsible for the conduct of any proceedings) nor the Indemnitor (where such proceedings are delegated to it in accordance with 6.02.1 above) shall

6.02.2

6.02.3

11
make any settlement or compromise of the claim which is the subject of proceedings nor agree to any matter in the conduct of proceedings which may affect the amount of the liability in connection with such claim without the prior approval of the Indemnitor or, as the case may be, the Indemnitee , such approval not to be unreasonably withheld or delayed; 6.02.4 where the Indemnitor takes over the conduct of any proceedings pursuant to the provisions of 6.02.1 above, the Indemnitor shall indemnify and keep the Indemnitee indemnified in respect of all liabilities and out-of-pocket

11
make any settlement or compromise of the claim which is the subject of proceedings nor agree to any matter in the conduct of proceedings which may affect the amount of the liability in connection with such claim without the prior approval of the Indemnitor or, as the case may be, the Indemnitee , such approval not to be unreasonably withheld or delayed; 6.02.4 where the Indemnitor takes over the conduct of any proceedings pursuant to the provisions of 6.02.1 above, the Indemnitor shall indemnify and keep the Indemnitee indemnified in respect of all liabilities and out-of-pocket costs, charges and expenses properly incurred by the Indemnitee as a consequence of such proceedings, save to the extent that such costs, charges or expenses are recovered from another party to the proceedings.

6.03

Insofar as the benefit or burden of any Contracts or the benefit of any other Asset, or component of Liability cannot effectively be assigned by Philips to FEI or assumed by FEI except by an agreement of novation with the agreement or consent of any other party thereto or of any third party and, even though the Local FEI Company has requested the Local Philips Company to procure same, such novation, agreement or consent shall not have taken place or have been obtained prior to Closing (each be a "Nonassigned Right"): 6.03.1 Philips shall use all reasonable endeavours in assisting FEI to procure that agreement or consent as aforesaid is obtained, wherever FEI requests same; unless and until the said Nonassigned Rights shall be novated or assigned as aforesaid Philips shall: 6.03.2.1 hold the same in trust for FEI and FEI shall (if sub-contracting is permissible and lawful under the Contract(s) in question) perform all the obligations of Philips thereunder as Philips' sub-contractor; and (so far as it lawfully may) give to FEI the benefit and burden to the same extent as if the same had been novated, act under the reasonable direction of FEI and account to and be indemnified by FEI accordingly;

6.03.2

6.03.2.2

6.03.3

if any of the Nonassigned Rights does not permit sub-contracting the parties will make such other arrangements between themselves as may be permissible to implement as far as possible the effective transfer of the benefits and obligations of such Nonassigned Right to FEI; and

12
6.03.4 unless and until the Nonassigned Rights shall be novated or assigned Philips will (so far as it lawfully may) give all reasonable assistance to FEI to enable FEI to enforce Philips' rights thereunder.

6.04

As from the Closing Date, each party will afford the other and their affiliates with all reasonable assistance in connection with the administration of and collection of sums owing (subject to reimbursement of all out-of-pocket expenses but otherwise free of charge) to the other party. Provided, further, that the assisting party shall give to the claiming party an accounting of all amounts but in no event shall the assisting party assume any liability for any outstanding obligation owed, except to the extent it does not comply with the provisions of this section. This section will not be

12
6.03.4 unless and until the Nonassigned Rights shall be novated or assigned Philips will (so far as it lawfully may) give all reasonable assistance to FEI to enable FEI to enforce Philips' rights thereunder.

6.04

As from the Closing Date, each party will afford the other and their affiliates with all reasonable assistance in connection with the administration of and collection of sums owing (subject to reimbursement of all out-of-pocket expenses but otherwise free of charge) to the other party. Provided, further, that the assisting party shall give to the claiming party an accounting of all amounts but in no event shall the assisting party assume any liability for any outstanding obligation owed, except to the extent it does not comply with the provisions of this section. This section will not be construed as obligating the Local FEI Company to continue any Business or Local Activity for any period subsequent to the Closing. All notices, correspondence, information, orders or inquiries relating to the Contracts or Business which are received by Philips or a Local Philips Company on or after Closing shall (to the extent to which they relate to the Business) promptly be passed to FEI or the respective Local FEI Company. For a short period and on conditions set forth in Schedule 6.06, the Local FEI Companies (those remaining part of the FEI Group of Companies) are authorized to continue using the Local Philips Company's name and letterhead in order to execute a smooth and efficient transition to the new company. ARTICLE 7 EMPLOYEES

6.05

6.06

7.01

It is the intention of the parties that the Businesses are transferred on a `going concern' basis and henceforth that the Employees are transferred to the Local FEI Company by means of the Country Agreements. If and to the extent such transfer can not take place by means of executing a Country Agreement, FEI undertakes that it and/or the Local FEI Company will timely offer all the Employees employment. It is understood that said Employees shall no longer have resort under any individual employment agreement and any Philips' Collective Labor Agreements or similar agreements after the respective Closing Date, unless agreed otherwise. Accordingly, the Local Philips Company's rights, powers, duties, liabilities and obligations in respect of any contract of employment with the Employees in force immediately before Closing shall be automatically transferred to the Local FEI Company by operation of law (wherever possible). It is agreed that salary rights (including bonus, accrued vacation rights, etc) accrued by the Employees until the Closing Date shall automatically transfer to the Local FEI Company, unless and to the extent same exceed the Local Philips Company's policies at Closing

13
7.02 FEI shall be responsible for and shall at all times from the Closing Date indemnify and hold Philips fully and effectively indemnified from and against all costs, claims, demands, proceedings and expenses incurred or suffered in connection with claims by all or any of the Employees in respect of any period of employment from and after the Closing Date or the termination of the employment of all or any of the Employees by FEI or the Local FEI Company other than (a) as a result of a tort, any negligent act or omission of Philips prior to Closing, or (b) as set forth in Schedule 4.6 to a Country Agreement in case it pertains to a `shared' Employee listed therein. Philips shall at all times hereafter indemnify and hold FEI fully and effectively indemnified from and against all costs, claims, demands, proceedings and expenses incurred or suffered in connection with claims by all or any of the Employees in respect of any period of employment up to the

13
7.02 FEI shall be responsible for and shall at all times from the Closing Date indemnify and hold Philips fully and effectively indemnified from and against all costs, claims, demands, proceedings and expenses incurred or suffered in connection with claims by all or any of the Employees in respect of any period of employment from and after the Closing Date or the termination of the employment of all or any of the Employees by FEI or the Local FEI Company other than (a) as a result of a tort, any negligent act or omission of Philips prior to Closing, or (b) as set forth in Schedule 4.6 to a Country Agreement in case it pertains to a `shared' Employee listed therein. Philips shall at all times hereafter indemnify and hold FEI fully and effectively indemnified from and against all costs, claims, demands, proceedings and expenses incurred or suffered in connection with claims by all or any of the Employees in respect of any period of employment up to the Closing Date. The parties anticipate that certain Local Companies will wish to ensure the continuation of the services of (a) certain Philips employees who will not be transferred and (b) certain Employees who should continue to serve Philips Analytical. In such cases, the Country Agreement will contain a consultancy or local services agreement arranging for such continuation of service provision to the other, which shall be substantially in the form as the model attached hereto as Schedule 7.03.

7.03

ARTICLE 8 PENSIONS
8.01 Entitlements to pension benefits, termination benefits, severance indemnities and retiree medical benefits as accrued with occupational plans of Philips by the employees concerned up to the Closing Date are as to their funding either funded with a company pension fund, insured, book reserved plan or financed otherwise. Depending on the funding made the following will apply: A) FUNDING EFFECTUATED BY WAY OF A PENSION SCHEME: With respect to the pensionable service of the employees concerned up to the Closing Date the employees participating in the Philips' Pension Scheme will become entitled to a deferred pension (also known as a paid-up policy) in accordance with the rules and regulations of the particular Pension Scheme. If requested by FEI, Philips will make reasonable endeavours to have the liabilities (and associated assets) transferred by such Pension Scheme to a funding vehicle to be indicated by FEI, subject to the necessary approvals being obtained, and in accordance with the rules and regulations of the relevant Pension Scheme.

B) FUNDING EFFECTUATED BY WAY OF AN INSURANCE:

14
In case the entitlements have been insured Philips will make reasonable efforts, if requested by FEI, to have the liabilities accrued up to the Closing Date transferred to a funding vehicle to be indicated by FEI, subject to the necessary approvals being obtained and in accordance with applicable legislation. C) FUNDING EFFECTUATED BY WAY OF A BOOK RESERVE WITH PHILIPS: In those cases where entitlements have been taken care of by way of a book reserve Philips shall include a provision in the Reference Accounts of the local Business which is equal to the actuarial present value of rights accrued up to Closing Date as calculated by Philips under the relevant local book reserve system.

14
In case the entitlements have been insured Philips will make reasonable efforts, if requested by FEI, to have the liabilities accrued up to the Closing Date transferred to a funding vehicle to be indicated by FEI, subject to the necessary approvals being obtained and in accordance with applicable legislation. C) FUNDING EFFECTUATED BY WAY OF A BOOK RESERVE WITH PHILIPS: In those cases where entitlements have been taken care of by way of a book reserve Philips shall include a provision in the Reference Accounts of the local Business which is equal to the actuarial present value of rights accrued up to Closing Date as calculated by Philips under the relevant local book reserve system. D) FUNDING OTHERWISE: If entitlements have not been funded according to A, B or C above, a comparison will be made between the liability value of the rights as accrued up to the Closing Date and the present value of the accrued amounts included in the Reference Accounts; the difference between the two will be taken into consideration as a price adjustment. 8.02 In principle the Parties hereto will undertake all reasonable commercial endeavours to try to obtain the necessary approvals in order to support a temporary continuation of the affiliation to the plans as indicated under A and B (note: under C and D, is excluded), subject to local (statutory and Pension Scheme) rules and regulations. ARTICLE 9 INTELLECTUAL PROPERTY RIGHTS 9.01 All Assigned IP shall transfer at Closing. Except for Assigned IP, no other intellectual property rights are transferred or licensed by means of this Agreement. ARTICLE 10 SITE AND OTHER SERVICES 10.01 A Local Philips Company may provide to the Local FEI Company such site and other services, if any, in accordance with the provisions of the respective Local Agreement. ARTICLE 11 DISCONTINUATION OF DISTRIBUTORSHIPS 11.01 By signing a Country Agreement, each existing distribution or agency agreement between the Local Philips Company and FEI or any of its affiliates is terminated as from the respective Closing Date.

15 ARTICLE 12 TAXATION
12.01 The Country Agreements will contain one of the clauses set forth below (depending on whether they are located within or outside the European Union): {{FOR THE EU COUNTRIES:}} Parties agree that the transaction as set forth herein in principle qualifies as a totality of assets as mentioned in article 6 - 8 of the Sixth Directive. This implies that in principle no VAT is due. If however article 6-8 of the Sixth Directive is not applicable or the tax authorities would at any moment judge that article 6-8 is not applicable, Philips will be allowed to charge VAT to the Local FEI Company, which will as then immediately be paid by the Local FEI Company to Philips. {{FOR THE NON EU COUNTRIES:}} All prices are excluding any VAT, sales tax, import tax, customs duty

15 ARTICLE 12 TAXATION
12.01 The Country Agreements will contain one of the clauses set forth below (depending on whether they are located within or outside the European Union): {{FOR THE EU COUNTRIES:}} Parties agree that the transaction as set forth herein in principle qualifies as a totality of assets as mentioned in article 6 - 8 of the Sixth Directive. This implies that in principle no VAT is due. If however article 6-8 of the Sixth Directive is not applicable or the tax authorities would at any moment judge that article 6-8 is not applicable, Philips will be allowed to charge VAT to the Local FEI Company, which will as then immediately be paid by the Local FEI Company to Philips. {{FOR THE NON EU COUNTRIES:}} All prices are excluding any VAT, sales tax, import tax, customs duty or any other kind of similar tax (hereinafter referred to as "Turnover Tax"). If any payment to be made by Local FEI Company to Philips is subject to a Turnover Tax, Philips will invoice this Turnover Tax to Local FEI Company on the original invoice. If to the contrary any invoice by Philips to Local FEI Company has been made in error without any such Turnover Tax, Philips shall promptly notify Local FEI Company of such event and may at any time issue a separate invoice for such Turnover Tax which invoice shall be paid by Local FEI Company. 12.02 FEI will indemnify and hold harmless a Local Philips Company on an after tax basis if and to the extent such Local Philips Company is obliged by local tax authorities to make payments directly related to FEI's transfer pricing practiced prior to the Closing Date. ARTICLE 13 WARRANTIES 13.01 This Agreement has been entered into by FEI in reliance upon the Warranties to the intent that each of the Warranties shall be construed as a separate and independent Warranty so that FEI shall have a separate claim and right of action in respect of every breach of each Warranty. No claim shall be made by FEI for breach of any of the Warranties or other provisions of this Agreement if the fact, omission, circumstance or occurrence giving rise to or forming the basis of the claim has been fairly disclosed to FEI in the Disclosure Letter delivered at least five days prior to Closing (but updated by Philips prior to Closing) or was otherwise known prior to the date hereof.

13.02

16
13.03 No claim shall be made by FEI for breach: (i) of the covenants in Section 5.02 that the Closing Accounts will be prepared in accordance with Philips Accounting Policies Consistently Applied (the "NOC Financial Covenant"), unless such claim is in repsect of one single matter and it is for an amount in excess of 5% of the asset component of the applicable NOC for the Local Activity transferred and (ii) of any of the other Warranties or other provisions of this Agreement unless such claim is in respect of one single matter and it is for an amount in excess of EUR 25,000. No claim shall be made by FEI for breach of any of the Warranties or other provisions of this Agreement unless the aggregate loss or damage (in respect of one or more matters) exceeds EUR 125,000 in which event a claim in respect of the excess over EUR 25,000 may be made; provided, however that this limitation shall not apply to breaches of

13.04

16
13.03 No claim shall be made by FEI for breach: (i) of the covenants in Section 5.02 that the Closing Accounts will be prepared in accordance with Philips Accounting Policies Consistently Applied (the "NOC Financial Covenant"), unless such claim is in repsect of one single matter and it is for an amount in excess of 5% of the asset component of the applicable NOC for the Local Activity transferred and (ii) of any of the other Warranties or other provisions of this Agreement unless such claim is in respect of one single matter and it is for an amount in excess of EUR 25,000. No claim shall be made by FEI for breach of any of the Warranties or other provisions of this Agreement unless the aggregate loss or damage (in respect of one or more matters) exceeds EUR 125,000 in which event a claim in respect of the excess over EUR 25,000 may be made; provided, however that this limitation shall not apply to breaches of the NOC Financial Covenant. The liability of Philips in respect of the aggregate of all the claims made by FEI for breach of any of the Warranties or other provisions of this Agreement shall not exceed the Purchase Price. No claim may be brought by FEI for breach of any of the Warranties or other provisions of this Agreement unless written notice thereof shall have been given to Philips accompanied by reasonable particulars of the claim including the amount of the claim within 15 months of the Principal Closing Date. No claim shall be made by FEI for breach of any of the Warranties or other provisions of this Agreement in respect of any matter to the extent that the subject matter of the claim shall be tax deductible, and/or can be recovered in whole or in part by FEI under a policy of insurance If any claim for breach of any of the Warranties is based upon a liability of FEI which is contingent only, Philips shall not be liable hereunder to make any payment to FEI unless and until such contingent liability becomes an actual liability and is discharged. Where any claim is made by a third party against FEI in relation to which it appears that Philips is or may be liable hereunder and FEI claims indemnification from Philips under this Article 13, FEI shall as soon as practicable give notice thereof to Philips and transfer to Philips' sole control the defense of such claim and FEI shall take such action as Philips may reasonably require to avoid, dispute, resist, appeal against, compromise or defend the claim and any adjudication in respect thereof and FEI shall render to Philips all such assistance as it may reasonably request in relation to such claim including instructing such professional advisers as Philips may nominate to the intent that the conduct of such claim shall be delegated to Philips entirely. Where any third party is liable to FEI in relation to any matter which has given rise to a liability on the part of Philips hereunder, FEI shall procure that all reasonable

13.04

13.05

13.06

13.07

13.08

13.09

13.10

17
endeavours are used to recover any amounts due from any such third party and shall forthwith upon such recovery reimburse Philips an amount equal to any sum paid by it in respect of such liability subject to a deduction of the net (i.e. out of pocket) expenses incurred by FEI. 13.11 Any sum recovered from Philips pursuant to any claim under the Warranties will be deemed to be a reduction of the Purchase Price and shall be deemed to reduce the amount apportioned to the Asset(s) to which it most closely relates.

17
endeavours are used to recover any amounts due from any such third party and shall forthwith upon such recovery reimburse Philips an amount equal to any sum paid by it in respect of such liability subject to a deduction of the net (i.e. out of pocket) expenses incurred by FEI. 13.11 Any sum recovered from Philips pursuant to any claim under the Warranties will be deemed to be a reduction of the Purchase Price and shall be deemed to reduce the amount apportioned to the Asset(s) to which it most closely relates. Philips shall not be liable hereunder and no claim or claims shall be made against it in relation to any breach or non-fulfillment of any of the Warranties which occurs as a result of or is otherwise attributable to: any matter provided for under the terms of this Agreement or carried out in the implementation hereof;

13.12

- any voluntary act of FEI carried out after the date hereof; - any act, matter or thing done or omitted to be done by or at the written request or with the written approval of FEI; or - any legislation not in force at the date hereof or any change of law or administrative practice which takes effect retroactively. ARTICLE 14 ACCESS TO INFORMATION
14.01 Each Party shall give the other access to (and the opportunity to make copies of) all data and information, including all updates and amendments thereof existing at the Closing Date, which form part of or relate to any item, matter or part thereof transferred pursuant to this Agreement and will provide all reasonable assistance to the other to enable it to execute financial reporting and finalize tax returns for all periods prior to the Closing Date. ARTICLE 15 CONFIDENTIALITY 15.01 The parties agree that the contents of this Agreement and all information disclosed by either party to the other relating to the business of either party (including the Business) shall remain confidential and, save as required by any applicable rules of any Stock Exchange or other government department or similar authority or court or tribunal of competent jurisdiction (in which event the party required to make a disclosure shall give prior written notice to the other of such required disclosure),

18 shall not be used or communicated to any other person whatsoever except professional advisers in confidence without the prior written agreement of the parties and then only to such extent as may be reasonably necessary to enable the parties to carry out their obligations or enforce their rights under this Agreement. Save as aforesaid, no announcement or publicity relating thereto shall be made or issued at any time by either party without the prior written consent of the other. The parties further agree that the obligations in this Article shall survive Closing of this Agreement for so long as such information is not (otherwise than by breach of any obligation of confidentiality) in the public domain. ARTICLE 16

18 shall not be used or communicated to any other person whatsoever except professional advisers in confidence without the prior written agreement of the parties and then only to such extent as may be reasonably necessary to enable the parties to carry out their obligations or enforce their rights under this Agreement. Save as aforesaid, no announcement or publicity relating thereto shall be made or issued at any time by either party without the prior written consent of the other. The parties further agree that the obligations in this Article shall survive Closing of this Agreement for so long as such information is not (otherwise than by breach of any obligation of confidentiality) in the public domain. ARTICLE 16 COSTS
16.01 Save as otherwise agreed all expenses incurred by or on behalf of the parties, including all fees of agents, solicitors, accountants and actuaries employed by either of the parties in connection with the negotiation, preparation and execution of this Agreement and related agreements shall be borne solely by the party which incurred them. ARTICLE 17 NOTICES 17.01 All notices, requests and other communications hereunder shall be in writing and shall be deemed to have been duly given if addressed, and delivered by hand, with recorded delivery, or sent by registered mail, with postage pre-paid, or sent by facsimile and confirmed by registered mail, with postage pre-paid, to the addresses set forth in Article 17.03 (or to such other address as may be given by written notice). Any such communication shall be deemed to have been made to the other party two days from the date of posting (if by letter) and if by facsimile transmission on the day of such transmission. If to Philips, addressed to: Koninklijke Philips Electronics NV Groenewoudseweg 1 5621 BA Eindhoven The Netherlands marked for the attention of Corp. Legal Dept. If to FEI, addressed to: FEI Company

17.02

17.03

19 7451 NW Evergreen Parkway, Hillsboro, Oregon, 97124-5830 USA
marked for the attention of the General Counsel ARTICLE 18 CONDITIONS TO CLOSING 18.01 CONDITIONS TO THE OBLIGATIONS OF PHILIPS AND FEI The obligations of the parties hereto to effect the Closing are subject to the satisfaction (or waiver) prior to the respective Closing of the following conditions: (a) BOARD APPROVALS. At the Board Meeting of FEI, the Board Members of FEI shall have voted to approve (i) the Agreement and the intended transaction, and (ii) any further actions necessary to consummate the

19 7451 NW Evergreen Parkway, Hillsboro, Oregon, 97124-5830 USA
marked for the attention of the General Counsel ARTICLE 18 CONDITIONS TO CLOSING 18.01 CONDITIONS TO THE OBLIGATIONS OF PHILIPS AND FEI The obligations of the parties hereto to effect the Closing are subject to the satisfaction (or waiver) prior to the respective Closing of the following conditions: (a) BOARD APPROVALS. At the Board Meeting of FEI, the Board Members of FEI shall have voted to approve (i) the Agreement and the intended transaction, and (ii) any further actions necessary to consummate the transaction. At the Board of Management Meeting of Philips, the Board Members shall have voted to approve (i) the Agreement and the intended transaction and (ii) any further actions necessary to consummate the transaction. (b) NO INJUNCTIONS. There shall not (i) be in effect any statute, regulation, order, decree or judgment of any governmental entity which makes illegal or which enjoins, prevents in any material respect or imposes any burdensome condition or restriction as a consequence of the consummation of the transactions contemplated by this Agreement or (ii) have been commenced or threatened in writing, and shall be continuing, any action or proceeding by any governmental entity which seeks to prevent, enjoin in any material respect or imposes any burdensome condition or restriction as a consequence of the transactions contemplated by this Agreement; (c) WORKERS COUNCIL. All required employee consultation procedures shall have been pursued to the extent that they can no longer lead to a substantial change or delay in the transactions contemplated hereby. 18.02 CONDITIONS TO THE OBLIGATIONS OF FEI The obligation of FEI to effect the Closing is subject to the satisfaction (or waiver by FEI) prior to the respective Closing, of the following conditions: (a) REPRESENTATIONS AND WARRANTIES. Each of the representations and warranties of Philips contained herein that is qualified by materiality shall be true and correct, and each of the representations and warranties of Philips that is not so qualified shall be true and correct in all material respects, in each case as if made as of the Closing (except that representations and warranties that are made as of a specific date need be true or true in all material respects, as the case may be, only as of such date), and FEI shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of Philips; (b) COVENANTS. The covenants and agreements of Philips to be performed on or prior to the Closing shall have been duly performed in all material respects, and FEI shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of Philips;

20
18.03 CONDITIONS TO THE OBLIGATIONS OF PHILIPS The obligation of Philips to effect the Closing is subject to the satisfaction (or waiver) prior to the respective Closing of the following conditions:

20
18.03 CONDITIONS TO THE OBLIGATIONS OF PHILIPS The obligation of Philips to effect the Closing is subject to the satisfaction (or waiver) prior to the respective Closing of the following conditions: (a) REPRESENTATIONS AND WARRANTIES. Each of the representations and warranties of FEI contained herein that is qualified by materiality shall be true and correct, and each of the representations and warranties of FEI that is not so qualified shall be true and correct in all material respects, in each case as if made as of the Closing (except that representations and warranties that are made as of a specific date need be true or true in all material respects, as the case may be, only as of such date), and Philips shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of FEI; (b) COVENANTS. The covenants and agreements of FEI to be performed on or prior to the Closing shall have been duly performed in all material respects, and Philips shall have received a certificate to such effect dated the Closing Date and executed by a duly authorized officer of FEI. ARTICLE 19 MISCELLANEOUS 19.01 Failure by either party to exercise or enforce any right conferred by this Agreement shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof or of any other right on any other occasion. This Agreement represents the entire understanding between the parties in relation to the subject matter hereof and supersedes all agreements and representations made by either party, whether oral or written and this Agreement may only be modified if such modification is in writing and signed by a duly authorized representative of each party. This Agreement shall prevail over any inconsistent terms and conditions in any other agreement between the parties or referred to in correspondence or elsewhere (including Country Agreements) and any conditions or stipulations to the contrary are hereby excluded and extinguished. The parties shall, and shall use all reasonable endeavours respectively to procure that any necessary third party shall, do execute and perform all such further deeds, documents, assurances, acts and things as either party hereto may reasonably require by notice in writing to the other party to carry the provision of this Agreement into full force and effect. This Agreement shall be governed by and construed and interpreted in accordance with the law of THE NETHERLANDS, and the parties hereby agree that all matters arising out of or in connection with this Agreement shall be subject to UNCITRAL Arbitration which shall take place in Amsterdam.

19.02

19.03

19.04

21 IN WITNESS WHEREOF the parties or their authorized representatives have set their hands the day and year first above written.
KONINKLIJKE PHILIPS ELECTRONICS N.V. ______________________________________ Name: FEI COMPANY

_________________________ Name:

Title: Title:

21 IN WITNESS WHEREOF the parties or their authorized representatives have set their hands the day and year first above written.
KONINKLIJKE PHILIPS ELECTRONICS N.V. ______________________________________ Name: FEI COMPANY

_________________________ Name:

Title: Title:

22
LIST OF SCHEDULES: Schedule 1.13: Schedule 1.18: Schedule 1.20: Schedule 1.34: Schedule 1.39: Schedule 2.03: Schedule 3.02: Schedule 6.06: Schedule 7.03:

Model Country Agreement List of Employees as per October 25, 1999 List of all Fixed Assets Reference Accounts Warranties and Representations List of countries for Principal and Second Closing respectively The allocation of the Purchase Price to the respective Local Activities Terms and Conditions for using the Local Philips Company name Employee continuation arrangements

23 SCHEDULE 7.03 (TO THE MASTER AGREEMENT) ADDITIONAL (OPTIONAL) LOCAL ARRANGEMENT ON SHARED EMPLOYEES The general ruling applicable within Philips also applies here: an employee will be on the payroll of a party which makes use of 50% or more of the time of the employee involved ("Hiring Party"). No cherry picking. In most countries such Local Arrangements are required between the Local FEI Company and the local Philips Analytical organisation for the services of identified Sales and Customer Support employees to be provided to the other party ("Receiving Party"). The Local Arrangement will be made for a period of one year (the first ending December 31, 2000) and is automatically annually extended; termination is only possible by giving a six (6) months' written notice prior to the expiration date (so each year before July 1). The Local Arrangement will be based on a fixed percentage of the time and cost of the identified employees as estimated per year. It is assumed that this percentage also applies for each month. The sharing ratio may vary from year to year only by plus or minus 20%, unless otherwise agreed (e.g. in case of a `60-40' sharing in year one, a `68-32' in year two is allowed, an `80-20' sharing not). The employees involved must register their time spending per business. This register will be made available to both parties per month. By determining the priority of time allocation per month beyond the contracted percentage of time, the Hiring Party will decide on the priority after consultation with the Receiving Party. Any time spent in addition to the contracted time will be invoiced per quarterly period by the Hiring Party to the Receiving Party. On termination of the Local Arrangement for whatsoever reason, the terminating party will pay an equal percentage of the redundancy cost of the employee involved as the allocation in time and cost, based on the average of the last 2 full years, provided (a) the person involved receives notice of termination within 9 months as

22
LIST OF SCHEDULES: Schedule 1.13: Schedule 1.18: Schedule 1.20: Schedule 1.34: Schedule 1.39: Schedule 2.03: Schedule 3.02: Schedule 6.06: Schedule 7.03:

Model Country Agreement List of Employees as per October 25, 1999 List of all Fixed Assets Reference Accounts Warranties and Representations List of countries for Principal and Second Closing respectively The allocation of the Purchase Price to the respective Local Activities Terms and Conditions for using the Local Philips Company name Employee continuation arrangements

23 SCHEDULE 7.03 (TO THE MASTER AGREEMENT) ADDITIONAL (OPTIONAL) LOCAL ARRANGEMENT ON SHARED EMPLOYEES The general ruling applicable within Philips also applies here: an employee will be on the payroll of a party which makes use of 50% or more of the time of the employee involved ("Hiring Party"). No cherry picking. In most countries such Local Arrangements are required between the Local FEI Company and the local Philips Analytical organisation for the services of identified Sales and Customer Support employees to be provided to the other party ("Receiving Party"). The Local Arrangement will be made for a period of one year (the first ending December 31, 2000) and is automatically annually extended; termination is only possible by giving a six (6) months' written notice prior to the expiration date (so each year before July 1). The Local Arrangement will be based on a fixed percentage of the time and cost of the identified employees as estimated per year. It is assumed that this percentage also applies for each month. The sharing ratio may vary from year to year only by plus or minus 20%, unless otherwise agreed (e.g. in case of a `60-40' sharing in year one, a `68-32' in year two is allowed, an `80-20' sharing not). The employees involved must register their time spending per business. This register will be made available to both parties per month. By determining the priority of time allocation per month beyond the contracted percentage of time, the Hiring Party will decide on the priority after consultation with the Receiving Party. Any time spent in addition to the contracted time will be invoiced per quarterly period by the Hiring Party to the Receiving Party. On termination of the Local Arrangement for whatsoever reason, the terminating party will pay an equal percentage of the redundancy cost of the employee involved as the allocation in time and cost, based on the average of the last 2 full years, provided (a) the person involved receives notice of termination within 9 months as from receipt of the terminating party's intention to stop using the respective person's services, and (b) the total amount spent by the party incurring redundancy costs is above 200,000 euro (at which point the amounts above said threshold are subject to this paragraph). List of `shared' employees:
--------------------------------------------------------------------------------------------------------NAME: BIRTHDATE: EMPLOYED BY: % ANA; %FEI -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

23 SCHEDULE 7.03 (TO THE MASTER AGREEMENT) ADDITIONAL (OPTIONAL) LOCAL ARRANGEMENT ON SHARED EMPLOYEES The general ruling applicable within Philips also applies here: an employee will be on the payroll of a party which makes use of 50% or more of the time of the employee involved ("Hiring Party"). No cherry picking. In most countries such Local Arrangements are required between the Local FEI Company and the local Philips Analytical organisation for the services of identified Sales and Customer Support employees to be provided to the other party ("Receiving Party"). The Local Arrangement will be made for a period of one year (the first ending December 31, 2000) and is automatically annually extended; termination is only possible by giving a six (6) months' written notice prior to the expiration date (so each year before July 1). The Local Arrangement will be based on a fixed percentage of the time and cost of the identified employees as estimated per year. It is assumed that this percentage also applies for each month. The sharing ratio may vary from year to year only by plus or minus 20%, unless otherwise agreed (e.g. in case of a `60-40' sharing in year one, a `68-32' in year two is allowed, an `80-20' sharing not). The employees involved must register their time spending per business. This register will be made available to both parties per month. By determining the priority of time allocation per month beyond the contracted percentage of time, the Hiring Party will decide on the priority after consultation with the Receiving Party. Any time spent in addition to the contracted time will be invoiced per quarterly period by the Hiring Party to the Receiving Party. On termination of the Local Arrangement for whatsoever reason, the terminating party will pay an equal percentage of the redundancy cost of the employee involved as the allocation in time and cost, based on the average of the last 2 full years, provided (a) the person involved receives notice of termination within 9 months as from receipt of the terminating party's intention to stop using the respective person's services, and (b) the total amount spent by the party incurring redundancy costs is above 200,000 euro (at which point the amounts above said threshold are subject to this paragraph). List of `shared' employees:
--------------------------------------------------------------------------------------------------------NAME: BIRTHDATE: EMPLOYED BY: % ANA; %FEI -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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:

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

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.

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;

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 selfinsured 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

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 selfinsured 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

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 selfinsured 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:

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

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

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) 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:

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:

Telephone: Telecopy: 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

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.

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

EXHIBIT 10.16 May 14, 1998 Mr. Vahe Sarkissian 22000 Rolling Hills Rd. Saratoga, CA 95070 Subject: FEI Employment Terms Dear Mr. Sarkissian: On behalf of the search committee of the FEI Board of Directors this letter will confirm our offer of employment to you as Chief Executive Officer for FEI Company. The terms and conditions of employment are as follows:
REPORTING RELATIONSHIP: RESPONSIBILITIES: You will report to the FEI Board of Directors You will lead and direct the Senior Management Team (SMT) with primary accountability for delivering value to the FEI stockholders through the strategic planning, direction and delivery of performance that will enhance shareholder value of FEI Company. You will be a member of the Board of Directors. Your compensation will be subject to approval by the Compensation Committee of the Board and will be based upon the following four components: 1) A base salary at the annual rate of $310,000, to be paid semi-monthly and reviewed annually during the last week of December. 2) An annual bonus with a guarantee of $200,000 for the initial twelve (12) month period of employment and thereafter paid on the basis of two-thirds the annual salary based on achievement of objectives.

COMPENSATION:

EXHIBIT 10.16 May 14, 1998 Mr. Vahe Sarkissian 22000 Rolling Hills Rd. Saratoga, CA 95070 Subject: FEI Employment Terms Dear Mr. Sarkissian: On behalf of the search committee of the FEI Board of Directors this letter will confirm our offer of employment to you as Chief Executive Officer for FEI Company. The terms and conditions of employment are as follows:
REPORTING RELATIONSHIP: RESPONSIBILITIES: You will report to the FEI Board of Directors You will lead and direct the Senior Management Team (SMT) with primary accountability for delivering value to the FEI stockholders through the strategic planning, direction and delivery of performance that will enhance shareholder value of FEI Company. You will be a member of the Board of Directors. Your compensation will be subject to approval by the Compensation Committee of the Board and will be based upon the following four components: 1) A base salary at the annual rate of $310,000, to be paid semi-monthly and reviewed annually during the last week of December. 2) An annual bonus with a guarantee of $200,000 for the initial twelve (12) month period of employment and thereafter paid on the basis of two-thirds the annual salary based on achievement of objectives.

COMPENSATION:

Mr. Vahe Sarkissian May 14, 1998 Page Two 3) A grant of 50,000 shares of FEI common stock with vesting of 25,000 shares immediately and 25,000 shares upon completing thirteen (13) months of employment. A loan to cover the state and federal taxes payable in connection with the stock grant. The loan will be forgiven at 20 per cent per year for five years. The balance of the loan plus interest is due FEI should you terminate your employment prior to five years. 4) Options of 200,000 shares of FEI common stock to vest 20 per cent per year over five (5) years from the date of issue. The option price will be based on the market value of the stock at the date of the grant or the date of employment whichever is later. The exercise period is ten (10) years. [Terms changed by mutual agreement to 49,380 ISO's and 150,620 restricted stock purchase.] 5) As the CEO of FEI you will participate in stock option grants made on an annual basis by the FEI Board Compensation Committee and in such amounts as are commensurate with your responsibilities. The Committee currently considers annual grants in

Mr. Vahe Sarkissian May 14, 1998 Page Two 3) A grant of 50,000 shares of FEI common stock with vesting of 25,000 shares immediately and 25,000 shares upon completing thirteen (13) months of employment. A loan to cover the state and federal taxes payable in connection with the stock grant. The loan will be forgiven at 20 per cent per year for five years. The balance of the loan plus interest is due FEI should you terminate your employment prior to five years. 4) Options of 200,000 shares of FEI common stock to vest 20 per cent per year over five (5) years from the date of issue. The option price will be based on the market value of the stock at the date of the grant or the date of employment whichever is later. The exercise period is ten (10) years. [Terms changed by mutual agreement to 49,380 ISO's and 150,620 restricted stock purchase.] 5) As the CEO of FEI you will participate in stock option grants made on an annual basis by the FEI Board Compensation Committee and in such amounts as are commensurate with your responsibilities. The Committee currently considers annual grants in the range of 40,000 to 50,000 shares to meet these criteria in light of the capital structure of the Company, the competitive environment and the general outlines of the Company's existing stock incentive plans. Future grants of options are within the discretion of the Compensation Committee and subject to the availability at the time of grant of options under a shareholder-approved plan. A portion of the option grants or their vesting may be made contingent upon company performance. BENEFITS: You will be eligible to participate in the FEI benefit and perquisite programs offered to other Company Executives (see attached for list of standard benefits). Your annual vacation will be four (4) weeks. Should FEI terminate you without cause during the first three (3) years of employment, you will be entitled to twelve (12) months of base salary as

SEVERANCE:

Mr. Vahe Sarkissian May 14, 1998 Page Three severance, your stock and options will be credited with an additional twelve (12) months of vesting, the loan described above will be forgiven and will be entitled to CEO bonus or incentive compensation for any period of service not covered by an earlier payment RELOCATION/TEMPORARY HOUSING:

You will be eligible for the Company's executive relocation package and temporary housing cost reimbursement. Your role in the existing four companies with which you are associated will be diminished operationally; however, you will still function as a member of their respective boards. [You will continue as Chairman of Surface Interface, Inc.]

OUTSIDE BUSINESS ACTIVITY:

Mr. Vahe Sarkissian May 14, 1998 Page Three severance, your stock and options will be credited with an additional twelve (12) months of vesting, the loan described above will be forgiven and will be entitled to CEO bonus or incentive compensation for any period of service not covered by an earlier payment RELOCATION/TEMPORARY HOUSING:

You will be eligible for the Company's executive relocation package and temporary housing cost reimbursement. Your role in the existing four companies with which you are associated will be diminished operationally; however, you will still function as a member of their respective boards. [You will continue as Chairman of Surface Interface, Inc.]

OUTSIDE BUSINESS ACTIVITY:

I would appreciate your response to this offer letter no later than May 15, 1998 and would like to establish your official date of employment as May 15, 1998. I look forward to your joining the FEI team and the future success we will enjoy. Sincerely yours, Dr. Lynwood Swanson Chairman If you agree with the above, please sign on the below stated line and return one copy to FEI and retain one copy for yourself. Vahe Sarkissian

EXHIBIT 21.1 LIST OF SUBSIDIARIES
JURISDICTION OF INCORPORATION --------------Oregon The Netherlands Japan Oregon Germany Barbados Oregon Korea Belgium Austria Norway Hong Kong

NAME ---FEI Company Philips Electron Optics International B.V. Micrion KK Micrion Corporation FEI Deutschland GmbH FEI Company FSC Ltd. FEI Asia Corporation Asia FEI Company FEI Company N.V. FEI Company GmbH FEI Company AS FEI Company Ltd.

EXHIBIT 21.1 LIST OF SUBSIDIARIES
JURISDICTION OF INCORPORATION --------------Oregon The Netherlands Japan Oregon Germany Barbados Oregon Korea Belgium Austria Norway Hong Kong Spain Switzerland Denmark Sweden Singapore Czech Republic

NAME ---FEI Company Philips Electron Optics International B.V. Micrion KK Micrion Corporation FEI Deutschland GmbH FEI Company FSC Ltd. FEI Asia Corporation Asia FEI Company FEI Company N.V. FEI Company GmbH FEI Company AS FEI Company Ltd. FEI Company S.A. FEIC A.G. FEI Company A/S FEI Company FEI Company of USA (SE Asia) P.t.e. Ltd. Philips Electron Optics Czech Republic SO

Philips Electron Optics Canada, Ltd. Philips Electron Optics SRL Philips Electron Optics Nederland B.V. (Sales/Service) Philips Electron Optics Japan Ltd. Philips Optique Electronique S.A.S. Philips Electron Optics B.V. FEI UK Ltd. FEI Europe Ltd.

Canada Italy The Netherlands Japan France The Netherlands United Kingdom United Kingdom

EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT

Philips Electron Optics Canada, Ltd. Philips Electron Optics SRL Philips Electron Optics Nederland B.V. (Sales/Service) Philips Electron Optics Japan Ltd. Philips Optique Electronique S.A.S. Philips Electron Optics B.V. FEI UK Ltd. FEI Europe Ltd.

Canada Italy The Netherlands Japan France The Netherlands United Kingdom United Kingdom

EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 333-08863, 333-32911, 33357331, 333-92629, and 333-92631 of FEI Company on Form S-8 of our reports dated February 8, 2000, appearing in the Annual Report on Form 10-K of FEI Company for the year ended December 31, 1999. DELOITTE & TOUCHE LLP Portland, Oregon March 24, 2000

ARTICLE 5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE

YEAR DEC 31 1999 DEC 31 1999 11,124 0 80,680 (3,052) 59,517 171,859 48,505 (19,737) 288,100 86,902 0 0 0 218,406 (65,829) 288,100 216,152 216,152 131,143 218,667 0 0 1,162

EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 333-08863, 333-32911, 33357331, 333-92629, and 333-92631 of FEI Company on Form S-8 of our reports dated February 8, 2000, appearing in the Annual Report on Form 10-K of FEI Company for the year ended December 31, 1999. DELOITTE & TOUCHE LLP Portland, Oregon March 24, 2000

ARTICLE 5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

YEAR DEC 31 1999 DEC 31 1999 11,124 0 80,680 (3,052) 59,517 171,859 48,505 (19,737) 288,100 86,902 0 0 0 218,406 (65,829) 288,100 216,152 216,152 131,143 218,667 0 0 1,162 (2,580) 4,800 (7,380) 0 0 0 (7,380) (.34) (.34)

ARTICLE 5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. MULTIPLIER: 1,000

PERIOD TYPE FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

YEAR DEC 31 1999 DEC 31 1999 11,124 0 80,680 (3,052) 59,517 171,859 48,505 (19,737) 288,100 86,902 0 0 0 218,406 (65,829) 288,100 216,152 216,152 131,143 218,667 0 0 1,162 (2,580) 4,800 (7,380) 0 0 0 (7,380) (.34) (.34)


				
DOCUMENT INFO
Shared By:
Stats:
views:23
posted:11/26/2009
language:English
pages:43