0001193125-03-063146 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • October 17th, 2003 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • California

EMPLOYMENT AGREEMENT (“Agreement”) dated as of July 29, 2003 by and among NPTest Acquisition Corporation, a Delaware corporation (together with its successors, the “Company”), NPTest Holding Corporation, a Delaware corporation (together with its successors, “Parent”), and Jack Sexton (“Executive”), to be effective as of the Effective Date (certain capitalized terms used herein being defined in Article 7 hereof).

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FORM OF AMENDMENT NO. 1 TO ADVISORY AGREEMENT
Advisory Agreement • October 17th, 2003 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • California

This Amendment No. 1 to the Advisory Agreement (this “Amendment”) is made and entered into as of , 2003 by and among NPTest Holding Corporation (“Parent”), NPTest Acquisition Corporation (the “Company” and together with Parent, the “Companies”) and Francisco Partners GP, LLC (the “Advisor”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Advisory Agreement dated as of July 29, 2003 by and among the Companies and the Advisor (the “Original Agreement”).

ADVISORY AGREEMENT
Advisory Agreement • October 17th, 2003 • Nptest Holding Corp • Instruments for meas & testing of electricity & elec signals • California

This Advisory Agreement (this “Agreement”) is made and entered into as of July 29, 2003 by and between NPTest Holding Corporation (“Parent”), NPTest Acquisition Corporation (the “Company” and together with Parent, the “Companies”) and Francisco Partners GP, LLC (“Advisor”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Stock Purchase and Sale Agreement dated as of June 24, 2003 (the “Purchase Agreement”) by and among Schlumberger Technology Corporation, Schlumberger Technologies, Inc., Schlumberger B.V. and the Companies.

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