0001193125-04-088711 Sample Contracts

March 18, 2004 Mr. Malcolm Thompson c/o Photon Dynamics, Inc. San Jose, CA 95138 Dear Malcolm:
Photon Dynamics Inc • May 14th, 2004 • Instruments for meas & testing of electricity & elec signals • California

Photon Dynamics, Inc. (the “Company”) is pleased to offer to continue your consulting engagement with the Company in the position of Executive Chairman of the Company’s board of directors (the “Board”) in this agreement (the “Agreement”) on the following terms.

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TERMINATION AND ASSIGNMENT AGREEMENT
Termination and Assignment Agreement • May 14th, 2004 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • California

THIS TERMINATION AND ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into this 27th day of February, 2004 (the “Effective Date”), by and between PHOTON DYNAMICS, INC. (“PDI”) and ISHIKAWAJIMA-HARIMA HEAVY INDUSTRIES CO. LTD. (“IHI”). Each of PDI and IHI may also be referred to herein each individually as a “Party” and collectively as the “Parties.”

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