0001193125-04-025148 Sample Contracts

December 4, 2003 Elwood Spedden c/o Photon Dynamic, Inc. San Jose, California 95121 Dear Woody:
Photon Dynamics Inc • February 17th, 2004 • Instruments for meas & testing of electricity & elec signals • California

This letter sets forth the substance of the separation agreement (the “Agreement”) that Photon Dynamics, Inc. (the “Company”) is offering to you to aid in your employment transition.

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October 13, 2003 Bruce Delmore c/o Photon Dynamics, Inc. San Jose, CA 95119-1202 Dear Bruce:
Photon Dynamics Inc • February 17th, 2004 • Instruments for meas & testing of electricity & elec signals • California

This letter sets forth the substance of the separation agreement (the “Agreement”) that Photon Dynamics, Inc. (the “Company”) is offering to you to aid in your employment transition.

SETTLEMENT AND LICENSE AGREEMENT
Settlement and License Agreement • February 17th, 2004 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • California

Photon Dynamics Incorporated, a California corporation with principal offices in San Jose, California; Shimadzu Corporation, a Japanese corporation with principal offices in Kyoto, Japan; Panelvision Technology, Inc. a California Corporation with principal offices in Los Gatos, California; and Guillermo Toro-Lira, an individual resident of California, (collectively, “the parties”) hereby enter into this Settlement and License Agreement as of the Effective Date provided herein.

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