FLIR SYSTEMS, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

FLIR SYSTEMS, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

EFFECTIVE JANUARY 1, 2001

AS AMENDED AND RESTATED EFFECTIVE October 22, 2009

This FLIR Systems, Inc. Supplemental Executive Retirement Plan (the "Plan") was originally adopted effective January 1, 2001. The Plan is intended to promote the best interests of the Company by enabling the Company to retain in its employ those key employees who have materially contributed to the success of the business through their outstanding efforts. Throughout the Plan, the term "Company" shall mean FLIR Systems, Inc., but shall also include wherever applicable (with such applicability determined solely in the discretion of the Committee) any entity that is directly or indirectly controlled by the Company. The Plan was amended and restated effective January 1, 2005 for the purpose of complying with Section 409A of the Code and the Treasury Regulations and other guidance issued thereunder, and is further amended and restated effective October 22, 2009 to cause the benefits previously grandfathered under Section 409A of the Code instead to comply with Section 409A of the Code, and to clarify the Plan in certain respects.

ARTICLE 1
DEFINITIONS

Whenever used herein, the masculine pronoun shall be deemed to include the feminine, and the singular to include the plural, unless the context clearly indicates otherwise. The following definitions shall govern the Plan:

1. 1. " Account " means the account established under the Plan for each Employee to which the benefit amounts and Account Earnings under Article III shall be separately credited.
   2. " Account Earnings " means the earnings which shall be credited to Employee Accounts pursuant to Article III.
   3. " Board of Directors " or " Board " means the Board of Directors of FLIR Systems, Inc.
   4. " Cause " means an Employee's:
   5. 1. Willful engagement in any misconduct in the performance of his duties that materially harms the Company, monetarily or otherwise;
      2. Performance of any act which, if known to the Company's customers, clients or shareholders, would materially and adversely affect the Company's business; or
      3. Willful and substantial nonperformance of assigned duties (other than any such failure resulting from the Employee's incapacity due to physical or mental illness) which has continued after the Board has given written notice of such nonperformance to the Employee, which notice specifically identifies the manner in which the Board believes that the Employee has not substantially performed his duties and which indicates the Board's intention to terminate the Employee's employment because of such nonperformance. For purposes of (a) and (c) above, no act or omission on the Employee's part shall be deemed "willful" if committed or omitted in good faith and with a reasonable belief that his action was in the best interest of the Company.
   6. " Change of Control " means a merger or consolidation to which the Company is a party if the individuals and entities who were shareholders of the Company immediately prior to the effective date of such merger or consolidation have beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange Act of 1934) of less than fifty percent (50%) of the total combined voting power for election of directors of the surviving corporation immediately following the effective date of such merger or consolidation; provided that any such transaction shall constitute a Change of Control only if it qualifies as a change in ownership of the Company, a change in effective control of the Company, or a change in ownership of a substantial portion of the assets of the Company as such terms are defined in Treasury Regulation Section 1.409A-3(i)(5)(v), (vi), and (vii), respectively.
   7. " Code " means the Internal Revenue Code of 1986, as amended.
   8. " Committee " means the Compensation Committee of the Board of Directors of the Company.
   9. " Compensation " means the salary, bonus (including the value on the date of grant of any Company stock received in lieu of bonus) and commissions paid to an Employee during the Plan Year and considered to be "wages" for purposes of federal income tax withholding, before reduction for salary reduction contributions under Section 401(k) of the Code, or amounts deferred under any other deferral arrangements. Compensation does not include expense reimbursements, severance pay, any partial year prorated bonus payment, any form of noncash compensation or benefits, group life insurance premiums, income from the vesting or exercise of equity awards or other receipt of company stock (other than stock received in lieu of bonus), payments triggered by a change of control under employment agreements or other agreements between an Employee and the Company, or any other payments or benefits other than normal salary, bonus, or commissions.
   10. " Disability " means the Employee is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering the employees of the Company.
   11. " Early Retirement " means termination of employment with the Company at or after age 55 with at least five full years of prior service with the Company.
   12. " Earnings Rate " means the interest rate to be applied to Employee Accounts. The Earnings Rate shall be used to determine Account Earnings which will be compounded quarterly. The Earnings Rate shall equal the prime lending rate plus 200 basis points and shall be established at the end of each quarter for the following quarter. The Earnings Rate shall be communicated to Employees after it is established each quarter. After a Change of Control, the Earnings Rate may not be reduced below the Earnings Rate in effect on the date of the Change of Control.
   13. " Effective Date " means January 1, 2001.
   14. " Employee " means a highly compensated or key management employee who has been nominated by the CEO and approved by the Committee as eligible to participate in this Plan.
   15. " Minimum Benefit " means an Employee's Minimum Benefit, determined under Section 4.2 of the Plan.
   16. " Normal Retirement " means termination of employment with the Company at or after age 60.
   17. " Plan " shall mean this FLIR Systems, Inc. Supplemental Executive Retirement Plan, as it may be amended from time to time.
   18. " Plan Year " means the 12-month period commencing on January 1 and ending on December 31.
   19. " Specified Employee " means each Employee who participates in the Plan and is a "specified employee," within the meaning of regulations under Section 409A of the Code.

ARTICLE II
ELIGIBILITY

1. 19. Eligible Persons . Eligibility for participation in the Plan shall be limited to the Chief Executive Officer of the Company (the "CEO") and employees of the Company on its U.S. payroll who report directly to the CEO and who are nominated as eligible to participate by the CEO and approved by the Committee in its sole discretion. Individuals who are eligible shall be notified by the Company in writing as to their eligibility to participate in the Plan.
   20. Commencement of Participation . The initial group of eligible Employees began participating in the Plan on Effective Date. Employees who became or become eligible after the Effective Date have begun, or shall begin, participation in the Plan on the date chosen by the Committee.
   21. Termination of Participation . Active participation in the Plan shall end when an Employee's employment terminates for any reason. Upon termination of employment, an Employee shall remain an inactive participant in the Plan until all of the benefits to which he or she is entitled hereunder have been paid in full.

ARTICLE III
PLAN ACCOUNTS

1. 22. Retirement Account
   23. 1. A separate Account shall be established for each eligible Employee. All Accounts will be maintained on the books of the Company and the Company is under no obligation to segregate any assets to provide for the Accounts established under the Plan.
       2. After the Effective Date, on the last day of each Plan Year, Accounts of active Employees shall be credited with an amount equal to 10% of the Employee's Compensation paid to the Employee during the Plan Year.
       3. At the end of each calendar quarter, Employee Accounts will be credited with Account Earnings which shall be compounded quarterly. Account Earnings shall continue to be credited to the Account as long as an Employee has a positive Account balance.
       4. Each Employee's Account as of the end of each quarter shall consist of the amounts credited under Section 3.1(b) plus Account Earnings under Section 3.1(c).
   24. Account Vesting .
   25. 1. Accounts of Employees who are younger than 50 years old upon initially becoming a Plan participant shall vest at the rate of ten percent (10%) for each full year of participation in the Plan. Vesting increases shall occur on the first day of the Plan Year following the year in which the vesting increase is earned.
       2. Accounts of Employees who are age 50 or older upon initially becoming a Plan participant shall vest ratably over the number of years between the Employee's age at the end of the first Plan Year of participation and age 60. ( Example: An Employee is age 56 on the last day of the first Plan Year of participation. Such Employee will vest in the Plan benefit over 4 years, with 1/4 of such vesting occurring upon completion of each year of participation in the Plan). Such ratable vesting shall take into account any additional service credits received under Sections 3.2(c) or (d) below. ( Example: The same Employee receives 5 years of prior service credits under Section 3.2(c) which results in an initial vesting percentage of 25%. Such Employee will achieve the remaining 75% vesting in equal increments over the following four years of participation in the Plan). Vesting increases shall occur on the first day of the Plan Year following the year in which the vesting increase is earned.
       3. Employees with prior years of service with the Company shall receive vesting credits of 5% for each full year of prior service with the Company, to a maximum additional vesting of twenty-five percent (25%).
       4. In its sole discretion, the Committee may grant an Employee additional vesting credits for service at a company acquired by the Company. Such prior service credits shall be granted upon entry into the Plan and shall be communicated to the Employee at that time. Additional vesting credits under this section and Section 3.2(c) shall not exceed twenty-five percent (25%) in total.
       5. If an Employee terminates employment for any reason prior to Normal Retirement, death, or Disability, the Employee will forfeit the non-vested portion of his Account. Amounts forfeited under the Plan shall not be credited to Accounts of other Employees, but shall reduce the liability of the Company under the Plan.
       6. In the event an Employee terminates employment with the Company at Normal Retirement or on account of death or Disability, the Employee shall be fully vested in his or her Account and no part of such Account may be thereafter forfeited under Section 3.2(e).
       7. In the event