0001104659-05-003323 Sample Contracts

RESTRICTED STOCK UNITS AWARD AGREEMENT
Restricted Stock Units Award Agreement • January 31st, 2005 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon

This Award Agreement (the “Agreement”) is entered into as of , 200 by and between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and (the “Recipient”), for the grant of restricted stock units with respect to the Company’s Common Stock (“Common Stock”).

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AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT (Incentive Stock Option)
Stock Option Agreement • January 31st, 2005 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies

This Amendment No. 1 to Stock Option Agreement (this “Amendment”) is made and entered into as of January 25, 2005 by and between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and Nicholas Konidaris (“Optionee”). The Company and Optionee are parties to a Stock Option Agreement dated as of January 25, 2004 (the “Original Agreement”). Capitalized terms in this Amendment which are not defined herein shall have the meanings ascribed to them in the Original Agreement.

PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENT
Performance-Based Restricted Stock Units Award Agreement • January 31st, 2005 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon

This Award Agreement (the “Agreement”) is entered into as of July 13, 2004 by and between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and (the “Recipient”), for the grant of restricted stock units with respect to the Company’s Common Stock (“Common Stock”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • January 31st, 2005 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies

This Amendment No. 1 to Employment Agreement (this “Amendment”) is made and entered into as of January 25, 2005 by and between Electro Scientific Industries, Inc., an Oregon corporation (“ESI”), and Nicholas Konidaris (“Executive”). ESI and Executive are parties to an Employment Agreement dated as of January 25 2004 (the “Original Agreement”). Capitalized terms used in this Amendment which are not defined herein shall have the meanings ascribed to them in the Original Agreement.

AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT (Nonstatutory Stock Option)
Stock Option Agreement • January 31st, 2005 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies

This Amendment No. 1 to Stock Option Agreement (this “Amendment”) is made and entered into as of January 25, 2005 by and between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and Nicholas Konidaris (“Optionee”). The Company and Optionee are parties to a Stock Option Agreement dated as of July 13, 2004 (the “Original Agreement”). Capitalized terms in this Amendment which are not defined herein shall have the meanings ascribed to them in the Original Agreement.

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