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PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT

Performance Unit Award Agreement

PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT | Document Parties: ELECTRO SCIENTIFIC INDUSTRIES INC You are currently viewing:
This Performance Unit Award Agreement involves

ELECTRO SCIENTIFIC INDUSTRIES INC

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Title: PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT
Governing Law: Oregon     Date: 6/11/2008
Industry: Electronic Instr. and Controls     Sector: Technology

PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT, Parties: electro scientific industries inc
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Exhibit 10.30

PERFORMANCE-BASED

RESTRICTED STOCK UNITS AWARD AGREEMENT

This Award Agreement (the “Agreement”) is entered into as of                      , 2007 by and between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and                                  (“Recipient”), for the grant of restricted stock units with respect to the Company’s Common Stock (“Common Stock”).

On July                      , 2007, the Compensation Committee of the Company’s Board of Directors made a restricted stock units award to Recipient pursuant to the Company’s 2004 Stock Incentive Plan (the “Plan”). The award is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986. Recipient desires to accept the award subject to the terms and conditions of this Agreement.

IN CONSIDERATION of the mutual covenants and agreements set forth in this Agreement, the parties agree to the following.

1. Grant and Terms of Restricted Stock Units . The Company grants to Recipient under the Plan              restricted stock units, subject to the restrictions, terms and conditions set forth in this Agreement.

(a) Rights under Restricted Stock Units. A restricted stock unit (a “RSU”) represents the unsecured right to require the Company to deliver to Recipient one share of Common Stock for each RSU. The number of shares of Common Stock deliverable with respect to each RSU is subject to adjustment as determined by the Board of Directors of the Company as to the number and kind of shares of stock deliverable upon any merger, reorganization, consolidation, recapitalization, stock dividend, spin-off or other change in the corporate structure affecting the Common Stock generally.

(b) Vesting. The RSUs issued under this Agreement shall initially be 100% unvested and subject to forfeiture as set forth below.

(i) Except as set forth in Section 1(d), if Recipient ceases to be employed by the Company for any reason or for no reason prior to the end of the Performance Period (as defined below), the unvested RSUs shall be forfeited to the Company.

(ii) To the extent that the number of RSUs first specified above are reduced in accordance with Section 1(b)(iii) upon achievement to any extent of the Performance Goal (as defined below) and except as provided in Section 1(d), the reduction shall be forfeited to the Company. The extent to which the Performance Goal is achieved, if at all, shall be determined no later than the date that the Company’s fiscal year 2010 audit is completed (the “Determination Date”). Nothing contained in this Agreement shall confer upon Recipient any right to be employed by the Company or to continue to provide services to the Company or to interfere in any way with the right of the Company to terminate Recipient’s services at any time for any reason, with or without cause.

 


(iii) The “Performance Goal” shall be based on (A) the average earnings/(loss) per share of the Company for the eleven quarter and two month period comprised of (1) April 1, 2007 through June 2, 2007 (determined by multiplying the reported earnings for the fourth quarter of fiscal 2007 by .692), (2) the ten month period ending March 29, 2008, (3) fiscal 2009 and (4) fiscal 2010 (the “Performance Period”) as compared to the average earnings/(loss) per share of the Company for the twelve-quarter period comprised of fiscal 2005, 2006 and 2007 relative to (B) the average earnings/(loss) per share for each member of the peer group companies set forth on Exhibit A for the twelve-quarter period comprised of the three most recent fiscal years for which annual earnings information is available prior to the Determination Date (the “Comparable Period”) as compared to the average earnings/(loss) per share for such company for the twelve-quarter period comprised of the three fiscal years preceding the Comparable Period. All information with respect to members of the peer group will be based upon publicly available information. The number of RSUs shall be increased or reduced as follows:

 

Company Percentile Rank vs. Peer Group

   Portion of RSUs subject to this Agreement Vesting

³ 90 th

   200%

75 th

   150%

50 th

   100%

25 th

   50%

< 25 th

   0%

RSUs will vest proportionately between 50% and 200% for Company rankings between the 25 th and 90 th percentiles. The Compensation Committee of the Board of Directors may, in its discretion, permit the vesting of any or all of the RSUs subject to this Agreement for a Company ranking below the 25 th percentile. The number of RSUs determined pursuant to this Section 1(b)(iii) shall vest on the last day of the Performance Period, subject to Section 1(b)(i).

(c) Delivery Date. Except as set forth in Section 1(d)(iv), the delivery date for a RSU subject to this Agreement shall be as soon as practicable after the Determination Date, but in no event later than December 31 of the calendar year in which the Performance Period ends.

(d) Proration upon Termination for Certain Reasons Prior to End of Performance Period; Treatment on Change in Control .

(i) Proration on Death or Total Disability . If Recipient ceases to be an employee of the Company by reason of Recipient’s death or physical disability prior to the end of the Performance Period, the RSUs shall not be forfeited under Section (b)(i) and the following shall apply:

(1) The number of RSUs Recipient would otherwise be entitled to receive pursuant to Section 1(b)(iii) if Recipient were employed through the end of the Performance Period (the “Base Payout”) shall be reduced to a number determined by multiplying the Base Payout by a percentage calculated by dividing the number of months elapsed from the beginning of the Performance Period to the date of termination of employment (rounded down to the whole month) by 24 (the “Pro Rata Percentage”). RSUs that exceed the reduced number shall be forfeited to the Company.

 

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(2) The Board of Directors or the Compensation Committee of the Board of Directors, in its discretion, may increase the number of RSUs the Recipient would otherwise be entitled to receive under this Section 1(d)(i); the Recipient shall have no right to any increase.

(3) The amount of RSUs determined under (1) and (2) shall be delivered as soon as practicable after the Determination Date, but in no event later than December 31 of the calendar year in which the Performance Period ends.

(4) The term “total disability” means a medically determinable mental or physical impairment that is expected to result in death or has lasted or is expected to last for a continuous period of 12 months or more and that, in the opinion of the Company and two independent physicians, causes the Recipient to be unable to perform his or her duties as an employee, director, officer or consultant of the Company and unable to engage in any substantial gainful activity. Total disability shall be deemed to have occurred on the first day after the two independent physicians have furnished their written opinion of total disability to the Company and the Company has reached an opinion of total disability.

(ii) Proration on Normal Retirement. If Recipient terminates his employment with the Company following normal retirement under the Company’s retirement policy in place at such time but prior to the end of the Performance Period, the RSUs shall not be forfeited under Section (b)(i) and the following shall apply:

(1) The Base Payout shall be reduced to a number determined by multiplying the Base Payout by the Pro Rata Percentage. RSUs that exceed the reduced number shall be forfeited to the Company.

(2) The Board of Directors or the Compensation Committee of the Board of Directors, in its discretion, may increase the number of RSUs the Recipient would otherwise be entitled to receive under this Section 1(d)(ii); the Recipient shall have no right to any increase.

(3) The amount of RSUs determined under (1) and (2) shall be delivered as soon as practicable after the Determination Date but in no event later than December 31 of the calendar year in which the Performance Period ends.

(iii) Proration on Termination Other Than for Cause. If the Company terminates Recipient’s employment with the Company other than for cause prior to the end of the Performance Period, the RSUs shall not be forfeited under Section (b)(i) and the following shall apply:

(1) The Base Payment shall be reduced to a number determined by multiplying the Base Payment by the Pro Rata Percentage. RSUs that exceed reduced number shall be forfeited to the Company.

 

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(2) The Board of Directors or the Compensation Committee of the Board of Directors, in its discretion, may increase the number of RSUs the Recipient would otherwise be entitled to receive under this Section 1(d)(iii); the Recipient shall have no right to any increase.

(3) The amounts of RSUs determined under (1) and (2) shall be delivered as soon as practicable after the Determination Date, but in no event later than December 31 of the calendar year in which the Performance Period ends.

(4) The term “cause” shall mean (i) the willful and continued failure by Recipient to perform substantially Recipient’s reasonably assigned duties with the Company, other than a failure resulting from Recipient’s incapacity due to physical or mental illness, after a written demand for performance has been delivered to Recipient by the Company which specifically identifies the manner in which the Company believes that Recipient has not substantially performed Recipient’s duties, (ii) the conviction of guilty or entering of a nolo contendere plea to a felony which is materially and demonstrably injurious to the Company, or (iii) the commission of an act by Recipient, or the failure of Recipient to act, which constitutes gross negligence or gross misconduct. For purposes of this Section 1(d)(iii), no act, or failure to act, on Recipient’s part shall be considered “willful” unless done, or omitted to be done, by Recipient in knowing bad faith. Any act, or failure to act based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Recipient in good faith.

(iv) Treatment following Change in Control.

(1) If as a result of a Change in Control, the Company’s Common Stock ceases to be listed for trading on a national securities exchange (an “Exchange”), any RSUs subject to this award that are unvested on the date of the Change in Control shall continue to vest according to the terms and conditions of this award; provided that such award is replaced with an award for voting securities of the resulting corporation or the acquiring corporation, as the case may be (including without limitation, the voting securities of any corporation which as a result of the Change in Control owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) (the “Surviving Company”) which are traded on an Exchange (a “Replacement Award”), which Replacement Award shall consist of RSUs with a value (determined using the Surviving Company’s stock price as of the date of the Change in Control) equal to the value of the

 

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replaced award of RSUs (determined using the Company’s stock price and assuming attainment of target performance or actual performance achieved, if greater, as of the date of the Change in Control); provided,


 
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