0000354908-12-000003 Sample Contracts

STOCK OPTION AGREEMENT For Optionees Located Inside the United States
Stock Option Agreement • February 29th, 2012 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Oregon

This Stock Option Agreement (“Option”) is made between FLIR Systems, Inc., an Oregon corporation (“the Company”) and you, an employee or consultant of the Company or one of its Subsidiaries (“Optionee”).

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JOINDER AGREEMENT
Joinder Agreement • February 29th, 2012 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New York

THIS JOINDER AGREEMENT (the "Agreement"), dated as of January 30, 2012, is by and among FLIR COMMERCIAL SYSTEMS, INC., a California corporation ("FCSI"), FLIR GOVERNMENT SYSTEMS, INC., a Delaware corporation ("FGSI" and, together with FCSI, each, a "Subsidiary" and, collectively, the "Subsidiaries"), and BANK OF AMERICA, N.A., in its capacity as Administrative Agent under that certain Credit Agreement, dated as of February 8, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined), among FLIR Systems, Inc., an Oregon corporation (the "Company"), the Designated Borrowers from time to time party thereto, the Subsidiary Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. All of the defined terms in the Credit Agreement are incorporated

RESTRICTED STOCK UNIT AGREEMENT For Grantees Located Inside the United States
Restricted Stock Unit Agreement • February 29th, 2012 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Oregon

This Restricted Stock Unit Agreement (“Award”) is made between FLIR Systems, Inc., an Oregon corporation (“the Company”) and you, an employee or consultant of the Company or one of its Subsidiaries (“Grantee”).

RESTRICTED STOCK UNIT AGREEMENT For Grantees Located Inside the United States
Restricted Stock Unit Agreement • February 29th, 2012 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • Oregon

This Restricted Stock Unit Agreement (“Award”) is made between FLIR Systems, Inc., an Oregon corporation (“the Company”) and you, an employee or consultant of the Company or one of its Subsidiaries (“Grantee”).

FLIR Commercial Systems, Inc., FLIR Government Systems, Inc. and SECOND SUPPLEMENTAL INDENTURE Dated as of January 30, 2012 to Indenture dated as of August 19, 2011
Indenture • February 29th, 2012 • Flir Systems Inc • Search, detection, navagation, guidance, aeronautical sys • New York

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of January 30, 2012 (this “Supplemental Indenture”), among FLIR Commercial Systems, Inc., a California corporation (“FLIR Commercial”), FLIR Government Systems, Inc., a Delaware corporation (“FLIR Government”; each of FLIR Commercial and FLIR Government a “Guarantor” and collectively the “Guarantors”), each a subsidiary of FLIR Systems, Inc., an Oregon corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

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