Exhibit 10
AMENDMENT NO. 3 TO EMPLOYMENT
AGREEMENT
This Amendment to Executive
Employment Agreement (the “Amendment”) is made as of
September 30, 2009 between Electro Scientific Industries, Inc.
(“ESI” or the “Company”) and Nicholas
Konidaris (“Executive”).
Pursuant to an Employment Agreement
dated as of January 7, 2004 (the “Employment
Agreement”), as amended, between the Company and Executive,
the Company agreed to employ Executive, and Executive agreed to
provide his services and expertise, in the position of President
and Chief Executive Officer.
WHEREAS, the parties wish to amend
the Employment Agreement with respect to the payment to Executive
in the event there is a termination of Executive without cause or a
termination by Executive for good reason.
NOW, THEREFORE, the parties agree as
follows:
1. Capitalized terms used herein and
not defined herein shall have the meanings assigned to such terms
in the Employment Agreement.
2. Section 9(b)(ii) of the
Employment Agreement is amended in its entirety to read as
follows:
(ii) if a without Cause termination
or termination for Good Reason occurs and there has been no Change
of Control, (A) a severance payment (subject to applicable
taxes and withholding) in an amount equal to one year of
Executive’s Base Salary in effect immediately prior to the
time of termination paid in equal installments in accordance with
ESI’s normal pay practices over the 12 month period following
the date of termination, plus the prorata portion o
