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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 18, 2009

FEI COMPANY
(Exact n am e of re gistran t as spe cifie d in its ch arte r)

Oregon 000-22780 93-0621989


(State or O the r Ju risdiction (C om m ission (IRS Em ploye r
of In corporation ) File Nu m be r) Ide n tification No.)

5350 NE Dawson Creek Drive, Hillsboro, Oregon 97124


(Addre ss of Principal Exe cu tive O ffice s, inclu ding Zip C ode )

(503) 726-7500
(Re gistran t’s te le ph on e n u m be r, inclu ding are a code )

Not Applicable
(Form e r n am e or form e r addre ss, if ch an ge d since last re port)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

® Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

® Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

® Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

® Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.


On February 18, 2009, the Board of Directors (the “Board”) of FEI Company (the “Company”) amended and restated our 1995 Stock Incentive
Plan (as amended and restated, the “Plan”) to provide that each automatic annual grant of 2,500 restricted stock units (“RSUs”) to our non-
employee directors (the “Annual Grants”) will vest as to twenty-five (25%) of the RSUs on April 30 of each of the four calendar years
following the year in which the award is made. Prior to this amendment, the Annual Grants vested as to twenty-five (25%) of the RSUs on each
anniversary of its date of grant, which was the date of the Company’s annual meeting of shareholders held in the year in which the award was
made.

This amendment was made because the date on which the Company’s annual meeting of shareholders is held may vary from year to year,
which variation may result in those non-employee directors who are not standing for reelection at an annual meeting of shareholders failing to
vest with respect to certain RSUs despite such non-employee directors having continued to serve as a director of the Company substantially
through the vesting date in such year. April 30 was chosen as the vesting date for the Annual Grants because it represents a date that is
reasonably near to, but in advance of, the Company’s annual meeting of shareholders in any given year.

Concurrently with the adoption of the Plan, the Board authorized the amendment of the agreements governing the outstanding Annual Grants
that remains unvested, in whole or in part, with our non-employee directors to provide that each such outstanding Annual Grant will vest in
accordance with the amended terms of the Plan.

The foregoing description is qualified in its entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On February 18, 2009, under metrics previously approved by the Compensation Committee of the Board, the Company determined payments
under the Company’s Management Variable Compensation Plan (“MVP”) to the Company’s named executive officers (as such term is defined
in Item 401(a)(3) of Regulation S-K) for 2008 performance. The payments were calculated in accordance with the metrics disclosed by the
Company in a Current Report on Form 8-K dated July 25, 2009. The amounts payable to the named executive officers are as follows:

Ince n tive Paym e n ts


Nam e d Exe cu tive O ffice r: Un de r 2008 MVP
Don R. Kania $ 273,735
Robert H. J. Fastenau € 69,678
Raymond A. Link $ 91,838
Benjamin Loh $ 88,164

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On February 18, 2009, the Board amended and restated the Company’s Bylaws (as amended and restated, the “Bylaws”) to make certain
technical changes to the requirements that shareholders must follow in order to validly nominate directors for election at, and to propose other
business intended to be brought before, shareholder meetings. In addition, the Board amended the Bylaws regarding conditional resignations
of directors and the manner in which conditional vacancies may be filled. The Bylaws were effective as of the date that they were adopted by
the Board.

The foregoing description is qualified in its entirety by reference to the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and
incorporated herein by reference.
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Item 9.01. Exhibits.


(d) Exhibits.

Exh ibit No. De scription

3.1 Amended and Restated Bylaws, effective as of February 18, 2009


10.1 1995 Stock Incentive Plan, as amended and restated as of February 18, 2009
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date: February 20, 2009 FEI Company

/s/ Bradley J. Thies


Bradley J. Thies
Vice President, General Counsel and Secretary
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EXHIBIT INDEX

Exh ibit No. De scription

3.1 Amended and Restated Bylaws, effective as of February 18, 2009


10.1 1995 Stock Incentive Plan, as amended and restated as of February 18, 2009
Exhibit 3.1

AMENDED AND RESTATED BYLAWS


(as adopted on February 18, 2009)
OF
FEI COMPANY

ARTICLE I SHAREHOLDERS

1.1 Annual Meeting. The annual meeting of the shareholders shall be held on the third Wednesday in May of each year at the hour of
10:00 a.m., unless a different date and time are fixed by the Board of Directors and stated in the notice of the meeting. If the day fixed for the
annual meeting is a legal holiday, the meeting shall be held on the next succeeding business day. The failure to hold an annual meeting at the
time stated herein shall not affect the validity of any corporate action.

1.2 Special Meetings. Special meetings of the shareholders may be called by the Chairman, President or by the Board of Directors and
shall be called by the President (or in the event of absence, incapacity or refusal of the President, by the Secretary or any other officer) at the
request of the holders of not less than one-tenth of all the outstanding shares of the corporation entitled to vote at the meeting. The
requesting shareholders shall sign, date and deliver to the Secretary a written demand describing the purpose or purposes for holding the
special meeting.

1.3 Place of Meetings. Meetings of the shareholders shall be held at the principal business office of the corporation or at such other
places within or without the State of Oregon, as may be determined by the Board of Directors.

1.4 Notice of Meetings. Written notices stating the date, time and place of the meeting and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be mailed to each shareholder entitled to vote at the meeting at the shareholder’s address
shown in the corporation’s current record of shareholders, with postage thereon pre-paid, not less than 10 nor more than 60 days before the
date of the meeting. Any previously scheduled meeting of the shareholders called by or at the direction of Board of Directors may be
postponed, and (unless the Articles of Incorporation or applicable law otherwise provide) any such meeting of the shareholders may be
cancelled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of
shareholders.

1.5 Waiver of Notice. A shareholder may at any time waive any notice required by law, the Articles of Incorporation or these Bylaws. The
waiver must be in writing, be signed by the shareholder entitled to the notice and be delivered to the corporation for inclusion in the minutes
for filing with the corporate records. A shareholder’s attendance at a meeting waives objection to lack of notice or defective notice of the
meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. The
shareholder’s attendance also waives objection to consideration of a particular matter at the meeting that is not within the purpose or
purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

1.6 Record Date.


(a) For the purpose of determining shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting or to
vote or to take any other action, the Board of Directors of the corporation may fix a future date as the record date for any such
determination of shareholders, such date in any case to be not more than 70 days nor less than ten days before the meeting or action
requiring a determination of shareholders. The record date shall be the same for all voting groups.
(b) A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of
the meeting unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120
days after the date fixed for the original meeting.
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(c) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide
that the original record date continue in effect or it may fix a new record date.

1.7 Shareholders’ List for Meeting. After a record date for a meeting is fixed, the corporation shall prepare an alphabetical list of the
names of all its shareholders entitled to notice of a shareholders’ meeting. The list must be arranged by voting group and within each voting
group by class or series of shares and show the address of and number of shares held by each shareholder. The shareholders’ list must be
available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared
and continuing through the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the
meeting will be held. The corporation shall make the shareholders’ list available at the meeting, and any shareholder or the shareholder’s agent
or attorney is entitled to inspect the list at any time during the meeting or any adjournment. Refusal or failure to prepare or make available the
shareholder’s list does not affect the validity of action taken at the meeting.

1.8 Quorum: Adjournment. Shares entitled to vote may take action on a matter at a meeting only if a quorum of those shares exists with
respect to that matter. A majority of the votes entitled to be cast on the matter constitutes a quorum for action on that matter. If, however, such
quorum is not present or represented at any meeting of the shareholders, then either (i) the Chairman of the meeting or (ii) the shareholders by
the vote of the holders of a majority of votes present in person or represented by proxy at the meeting, shall have power to adjourn the
meeting to a different time and place without further notice to any shareholder of any adjournment except that notice is required if a new record
date is or must be set for the new meeting. At such adjourned meeting at which a quorum is present, any business may be transacted that
might have been transacted at the meeting originally held. Once a share is represented for any purpose at a meeting, it shall be deemed present
for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is set for the
adjourned meeting.

1.9 Voting Requirements: Action Without Meeting. If a quorum exists, action on a matter, other than the election of directors, is
approved if the votes cast by the shares entitled to vote favoring the action exceed the votes cast opposing the act on, unless a greater
number of affirmative votes is required by law or the Articles of Incorporation. Directors are elected by a plurality of votes cast by the shares
entitled to vote in an election at a meeting at which a quorum is present. Action required or permitted by law to be taken at a shareholders’
meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action must be
evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action and
delivered to the corporation for inclusion in the minutes or filing with the corporate records. Action taken under this section is effective when
the last shareholder signs the consent, unless the consent specifies an earlier or later effective date. If the law requires that notice of proposed
action be given to nonvoting shareholders and the action is to be taken by unanimous consent of the voting shareholders, the corporation
must give its nonvoting shareholders written notice of the proposed action at least 10 days before the action is taken. The notice must contain
or be accompanied by the same material that, under the Oregon Business Corporations Act, would have been required to be sent to nonvoting
shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.

1.10 Proxies.
(a) A shareholder may vote shares in person or by proxy by signing an appointment, either personally or by the shareholder’s
designated officer, director, employee, agent, or attorney-in-fact. An appointment of a proxy shall be effective when received by the
Secretary or other officer of the corporation authorized to tabulate votes. An appointment is valid for 11 months unless a longer period is
expressly provided for in the appointment form. An appointment is revocable by the shareholder unless the appointment form
conspicuously states that it is irrevocable and the appointment is coupled with an interest that has not been extinguished.
(b) The death or incapacity of the shareholder appointing a proxy shall not affect the right of the corporation to accept the proxy’s
authority unless notice of the death or incapacity is received by the Secretary or other officer authorized to tabulate votes before the
proxy exercises the proxy’s authority under the appointment.

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1.11 Advance Notice of Shareholder Nominees and Shareholder Business.


(a) Advance Notice of Shareholder Business.
At an annual meeting of the shareholders, only such business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be brought: (A) pursuant to the corporation’s proxy materials
with respect to such meeting, (B) by or at the direction of the board of directors, or (C) by a shareholder of the corporation who (1) is a
shareholder of record at the time of the giving of the notice required by this Section 1.11(a) and on the record date for the determination
of shareholders entitled to vote at the annual meeting and (2) has timely complied in proper written form with the notice procedures set
forth in this Section 1.11(a). In addition, for business to be properly brought before an annual meeting by a shareholder, such business
must be a proper matter for shareholder action pursuant to these bylaws and applicable law. For the avoidance of doubt, clause
(C) above shall be the exclusive means for a shareholder to bring business before an annual meeting of shareholders.
(i) To comply with clause (C) of Section 1.11(a) above, a shareholder’s notice must set forth all information required under this
Section 1.11(a) and must be timely received by the secretary of the corporation. To be timely, a shareholder’s notice must be
received by the secretary at the principal executive offices of the corporation not later than the 45th day nor earlier than the 75th
day before the one-year anniversary of the date on which the corporation first mailed its proxy materials or a notice of availability
of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the event that no
annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than 30 days prior to or
delayed by more than 60 days after the one-year anniversary of the date of the previous year’s annual meeting, then, for notice by
the shareholder to be timely, it must be so received by the secretary not earlier than the close of business on the 120th day prior to
such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the
tenth day following the day on which Public Announcement (as defined below) of the date of such annual meeting is first made. In
no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period
for the giving of a shareholder’s notice as described in this Section 1.11(a)(i). “Public Announcement” shall mean disclosure in a
press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document
publicly filed by the corporation with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13, 14 or
15(d) of the Securities Exchange Act of 1934, as amended, or any successor thereto (the “1934 Act”).
(ii) To be in proper written form, a shareholder’s notice to the secretary must set forth as to each matter of business the
shareholder intends to bring before the annual meeting: (1) a brief description of the business intended to be brought before the
annual meeting and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on
the corporation’s books, of the shareholder proposing such business and any Shareholder Associated Person (as defined below),
(3) the class and number of shares of the corporation that are held of record or are beneficially owned by the shareholder or any
Shareholder Associated Person and any derivative positions held or beneficially held by the shareholder or any Shareholder
Associated Person, (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered
into by or on behalf of such shareholder or any Shareholder Associated Person with respect to any securities of the corporation,
and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending
of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to
increase or decrease the voting power of, such shareholder or any Shareholder Associated Person with respect to any securities of
the corporation, (5) any material interest of the shareholder or a Shareholder Associated Person in such business, and (6) a
statement whether either such shareholder or any Shareholder Associated Person will deliver a proxy statement and form of proxy
to holders of at least the percentage of the corporation’s voting shares required under applicable law to carry the proposal (such
information provided and statements made as required by clauses (1) through (6), a “Business Solicitation Statement”). In addition,
to be in proper written form, a shareholder’s notice to the secretary must be supplemented not later than ten days following the
record date to disclose the information contained in clauses (3) and (4) above as of the record date. For purposes of this
Section 1.11, a “Shareholder Associated Person” of any shareholder shall mean (i) any person controlling, directly or indirectly, or
acting in concert with, such shareholder, (ii) any beneficial owner of shares of stock of the corporation owned of record or
beneficially by such shareholder and on whose behalf the proposal or nomination, as the case may be, is being made, or (iii) any
person controlling, controlled by or under common control with such person referred to in the preceding clauses (i) and (ii).

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(iii) Without exception, no business shall be conducted at any annual meeting except in accordance with the provisions set
forth in this Section 1.11(a) and, if applicable, Section 1.11(b). In addition, business proposed to be brought by a shareholder may
not be brought before the annual meeting if such shareholder or a Shareholder Associated Person, as applicable, takes action
contrary to the representations made in the Business Solicitation Statement applicable to such business or if the Business
Solicitation Statement applicable to such business contains an untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant,
determine and declare at the annual meeting that business was not properly brought before the annual meeting and in accordance
with the provisions of this Section 1.11(a), and, if the chairperson should so determine, he or she shall so declare at the annual
meeting that any such business not properly brought before the annual meeting shall not be conducted.
(b) Advance Notice of Director Nominations at Annual Meetings.
Notwithstanding anything in these bylaws to the contrary, only persons who are nominated in accordance with the procedures set
forth in this Section 1.11(b) shall be eligible for election or re-election as directors at an annual meeting of shareholders. Nominations of
persons for election to the board of directors of the corporation shall be made at an annual meeting of shareholders only (A) by or at the
direction of the board of directors or (B) by a shareholder of the corporation who (1) was a shareholder of record at the time of the giving
of the notice required by this Section 1.11(b) and on the record date for the determination of shareholders entitled to vote at the annual
meeting and (2) has complied with the notice procedures set forth in this Section 1.11(b). In addition to any other applicable
requirements, for a nomination to be made by a shareholder, the shareholder must have given timely notice thereof in proper written form
to the secretary of the corporation.
(i) To comply with clause (B) of Section 1.11(b) above, a nomination to be made by a shareholder must set forth all information
required under this Section 1.11(b) and must be received by the secretary of the corporation at the principal executive offices of the
corporation at the time set forth in, and in accordance with, the final three sentences of Section 1.11(a)(i) above.
(ii) To be in proper written form, such shareholder’s notice to the secretary must set forth:
(1) as to each person (a “nominee”) whom the shareholder proposes to nominate for election or re-election as a
director: (A) the name, age, business address and residence address of the nominee, (B) the principal occupation or
employment of the nominee, (C) the class and number of shares of the corporation that are held of record or are beneficially
owned by the nominee and any derivative positions held or beneficially held by the nominee, (D) whether and the extent to
which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with
respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding
(including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to
manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee, (E) a
description of all arrangements or understandings between the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nominations are to be made by the shareholder, (F) a
written statement executed by the nominee acknowledging that as a director of the corporation, the nominee will owe a
fiduciary duty under Oregon law with respect to the corporation and its shareholders, and (G) any other information relating
to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election of
the nominee as a director, or that is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act
(including without limitation the nominee’s written consent to being named in the proxy statement, if any, as a nominee and
to serving as a director if elected); and
(2) as to such shareholder giving notice, (A) the information required to be provided pursuant to clauses (2) through
(5) of Section 1.11(a)(ii) above, and the supplement referenced in the second sentence of Section 1.11(a)(ii) above (except
that the references to “business” in such clauses shall instead refer to nominations of directors for purposes of this
paragraph), and (B) a statement whether either such shareholder or Shareholder Associated

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Person will deliver a proxy statement and form of proxy to holders of a number of the corporation’s voting shares
reasonably believed by such shareholder or Shareholder Associated Person to be necessary to elect such nominee(s) (such
information provided and statements made as required by clauses (A) and (B) above, a “Nominee Solicitation Statement”).
(iii) At the request of the board of directors, any person nominated by a shareholder for election as a director must furnish to
the secretary of the corporation (1) that information required to be set forth in the shareholder’s notice of nomination of such
person as a director as of a date subsequent to the date on which the notice of such person’s nomination was given and (2) such
other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve
as an independent director of the corporation or that could be material to a reasonable shareholder’s understanding of the
independence, or lack thereof, of such nominee; in the absence of the furnishing of such information if requested, such
shareholder’s nomination shall not be considered in proper form pursuant to this Section 1.11(b).
(iv) Without exception, no person shall be eligible for election or re-election as a director of the corporation at an annual
meeting of shareholders unless nominated in accordance with the provisions set forth in this Section 1.11(b). In addition, a
nominee shall not be eligible for election or re-election if a shareholder or Shareholder Associated Person, as applicable, takes
action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee
Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant,
determine and declare at the annual meeting that a nomination was not made in accordance with the provisions prescribed by these
bylaws, and if the chairperson should so determine, he or she shall so declare at the annual meeting, and the defective nomination
shall be disregarded.
(c) Advance Notice of Director Nominations for Special Meetings.
(i) For a special meeting of shareholders at which directors are to be elected pursuant to Section 1.2, nominations of persons
for election to the board of directors shall be made only (1) by or at the direction of the board of directors or (2) by any shareholder
of the corporation who (A) is a shareholder of record at the time of the giving of the notice required by this Section 1.11(c) and on
the record date for the determination of shareholders entitled to vote at the special meeting and (B) delivers a timely written notice
of the nomination to the secretary of the corporation that includes the information set forth in Sections 1.11(b)(ii) and (b)(iii) above.
To be timely, such notice must be received by the secretary at the principal executive offices of the corporation not later than the
close of business on the later of the 90th day prior to such special meeting or the tenth day following the day on which Public
Announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be
elected at such meeting. A person shall not be eligible for election or re-election as a director at a special meeting unless the person
is nominated (i) by or at the direction of the board of directors or (ii) by a shareholder in accordance with the notice procedures set
forth in this Section 1.11(c). In addition, a nominee shall not be eligible for election or re-election if a shareholder or Shareholder
Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement
applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a
material fact or omits to state a material fact necessary to make the statements therein not misleading.
(ii) The chairperson of the special meeting shall, if the facts warrant, determine and declare at the meeting that a nomination or
business was not made in accordance with the procedures prescribed by these bylaws, and if the chairperson should so determine,
he or she shall so declare at the meeting, and the defective nomination or business shall be disregarded.
(d) Other Requirements and Rights.

In addition to the foregoing provisions of this Section 1.11, a shareholder must also comply with all applicable requirements of state law
and of the 1934 Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.11, including, with respect
to business such shareholder intends to bring before the annual meeting

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that involves a proposal that such shareholder requests to be included in the corporation’s proxy statement, the requirements of Rule 14a-8 (or
any successor provision) under the 1934 Act. Nothing in this Section 1.11 shall be deemed to affect any right of the corporation to omit a
proposal from the corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the 1934 Act.

1.12 Organization. Meetings of shareholders shall be presided over by the Chairman of the Board of Directors, if any, or in his or her
absence by the Vice Chairman of the Board of Directors, if any, or in his or her absence by the President, if any, or in his or her absence by an
Executive Vice President, if any, or in his her absence by a Senior Vice President, if any, or in his or her absence by a Vice President, or in the
absence of the foregoing persons by a Chairman designated by the Board of Directors, or in the absence of such designation by a Chairman
chosen at the meeting by the vote of a majority in interest of the shareholders present in person or represented by proxy and entitled to vote
thereat. The Secretary, or in his or her absence, an Assistant Secretary, or, in the absence of the Secretary and all Assistant Secretaries, a
person whom the Chairman of the meeting shall appoint shall act as secretary of the meeting and keep a record of the proceedings thereof.

The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of shareholders
as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the Chairman of
the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment
of such Chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing
an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present,
limitations on participation in such meeting to shareholders of record of the corporation and their duly authorized and constituted proxies, and
such other persons as the Chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof,
limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting
and matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the Chairman of the meeting,
meetings of shareholders shall not be required to be held in accordance with rules of parliamentary procedure.

1.13 Inspectors of Election. Before any meeting of shareholders, the Board of Directors shall appoint an inspector or inspectors of
election to act at the meeting or its adjournment. The number of inspectors shall be either one (1) or three (3). If any person appointed as
inspector fails to appear or fails or refuses to act, then the Chairman of the meeting may, and upon the request of any shareholder or a
shareholder’s proxy shall, appoint a person to fill that vacancy.

Such inspectors shall:


(a) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the
existence of a quorum, and the authenticity, validity, and effect of proxies;
(b) receive votes, ballots or consents;
(c) hear and determine all challenges and questions in any way arising in connection with the right to vote;
(d) count and tabulate all votes or consents;
(e) determine when the polls shall close;
(f) determine the result; and
(g) do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

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The inspector(s) of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is
practical. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act
or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

ARTICLE II BOARD OF DIRECTORS

2.1 Duties of Board of Directors. All corporate powers shall be exercised by or under the authority of and the business and affairs of the
corporation shall be managed by its Board of Directors. In addition to the powers and authorities these Bylaws expressly confer upon them,
the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not required by the ORS,
the Articles of Incorporation, or these Bylaws to be exercised or done by the shareholders.

2.2 Number, Election and Qualification. The number of directors of the corporation shall be at least six and no more than eleven. The
shareholders or Board of Directors may periodically change the number of directors. If the Articles of Incorporation establish the number of
directors (other than the initial directors), then, after shares are issued, only the shareholders may change the number of directors. The
directors shall hold office until the next annual meeting of shareholders, unless the terms are staggered in accordance with the Articles of
Incorporation, and until their successors shall have been elected and qualified, until earlier death, resignation or removal or until there is
decrease in the number of directors. Directors need not be residents of the State of Oregon or shareholders of the corporation. The number of
directors may be increased or decreased from time to time by amendment to the Bylaws, but no decrease shall have the effect of shortening the
term of any incumbent director.

2.3 Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either
within or without the State of Oregon, for the holding of additional regular meetings without other notice than the resolution.

2.4 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman, President or by a
majority of the directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or
without the State of Oregon, as the place for holding any special meeting of the Board of Directors called by them.

2.5 Notice. Notice of the date, time and place of any special meetings of the Board of Directors shall be given in any manner reasonably
likely to be received at least 24 hours prior to the meeting by any means provided by law. Neither the business to be transacted at, not the
purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

2.6 Waiver of Notice. A director may at any time waive any notice required by law, the Articles of Incorporation or these Bylaws. A
director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the
beginning of the meeting, or promptly upon the director’s arrival, objects to holding the meeting or transacting business at the meeting and
does not thereafter vote for or assent to action taken at the meeting.

2.7 Quorum, Majority Vote. Unless otherwise set forth in these Bylaws or the Articles of Incorporation, a majority of the number of
directors established in accordance with ORS Section 60.351 (or any successor section) shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors. The act of the majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless a greater number is required by law, the Articles of Incorporation or these Bylaws. A meeting
at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for that meeting.

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2.8 Meeting by Telephone Conference: Action Without Meeting.


(a) Members of the Board of Directors may hold a board meeting by conference telephone or other communications equipment by
means of which all persons participating in the meeting can simultaneously hear each other. Participation in such a meeting shall
constitute presence in person at the meeting.
(b) Any action that is required or permitted to be taken by the directors at a meeting may be taken without a meeting if a consent in
writing setting forth the action so taken shall be signed by all of the directors entitled to vote on the matter. The action shall be effective
on the date when the last signature is placed on the consent or at such earlier or later time as is set forth therein. Such consent, which
shall have the same effect as a unanimous vote of the directors, shall be filed with the minutes of the corporation.

2.9 Vacancies. Any vacancy, including a vacancy resulting from an increase in a number of directors, occurring on the Board of Directors
may be filled by the shareholders, the Board of Directors or the affirmative vote of a majority of the remaining directors if less than a quorum of
the Board of Directors or by a sole remaining director. If the vacant office is filled by the shareholders and was held by a director elected by a
voting group of shareholders, then only the holders of shares of that voting group are entitled to vote to fill the vacancy. Any directorship not
so filed by the directors may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. A
director elected to fill a vacancy shall be elected to serve until the next annual meeting of shareholders and until a successor shall be elected
and qualified. A vacancy that will occur at a specific later date, by reason of a resignation or otherwise, may be filled before the vacancy
occurs, and the new director shall take office when the vacancy occurs.

2.10 Compensation. By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each
meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

2.11 Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors or a committee of the
Board of Directors shall be deemed to have assented to the action taken unless (a) the director’s dissent to, or abstention from, the action is
entered in the minutes of the meeting, (b) a written dissent or abstention to the action is filed with the presiding officer of the meeting before
the adjournment thereof or forwarded by certified or registered mail to the Secretary of the corporation immediately after the adjournment of
the meeting or (c) the director objects at the beginning of the meeting, or promptly upon arrival, to the holding of the meeting or transacting
business at the meeting. The right to dissent or abstention shall not apply to a director who voted in favor of the action.

2.12 Director Conflict of Interest.


(a) A transaction in which a director of the corporation has a direct or indirect interest shall be valid notwithstanding the director’s
interest in the transaction if (1) the material facts of the transaction and the director’s interest are disclosed or known to the Board of
Directors or a committee thereof and it authorizes, approves or ratifies the transaction; (2) the material facts of the transaction and the
director’s interest are disclosed or known to shareholders entitled to vote and they authorize, approve or ratify the transaction; or (3) the
transaction is fair to the corporation.
(b) For purposes of Section 2.12(a)(1) above, a conflict of interest transaction may be authorized, approved or ratified if it receives
the affirmative vote of a majority of directors or committee members thereof, who have no direct or indirect interest in the transaction. If
such a majority of such members vote to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking
action.
(c) For purposes of Section 2.12(a)(2) above, a conflict of interest transaction may be authorized, approved or ratified by a majority
vote of shareholders entitled to vote thereon. Shares owned by or voted under the control of a director, or an entity controlled by a
director, who has a direct or indirect interest in the transaction may be counted in a vote of shareholders to determine whether to
authorize, approve or ratify a conflict of interest transaction.

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(d) A director has an indirect interest in a transaction if another entity in which the director has a material financial interest or in
which the director is a general partner is a party to the transaction or another entity of which the director is a director, officer or trustee is
a party to the transaction and the transaction is or should be considered by the Board of Directors of the corporation.

2.13 Removal. The shareholders may remove one or more directors with or without cause at a meeting called expressly for that purpose,
unless the Articles of Incorporation provide for removal for cause only. A director may be removed only if the number of votes cast to remove
a director exceed the number cast not to remove the director. If a director is elected by a voting group of shareholders, only those shareholders
may participate in the vote to remove the director.

2.14 Resignation. Any director may resign by delivering written notice to the Board of Directors, the Chairman or the corporation. Such
resignation shall be effective (a) on receipt, (b) five days after its deposit in the United States mails, if mailed postpaid and correctly addressed,
or (c) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by
addressee, unless the notice specifies a later effective date. Once delivered, a notice of resignation is irrevocable unless revocation is
permitted by the Board of Directors. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a
director may provide that it is irrevocable. Unless otherwise provided in the Articles of Incorporation or these Bylaws, when one or more
directors resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall
become effective.

ARTICLE III COMMITTEES OF THE BOARD

3.1 Appointment. Unless the Articles of Incorporation provide otherwise, the Board of Directors may create one or more committees and
appoint members of the Board of Directors to serve on them. Each committee shall have two or more members, who serve at the pleasure of the
Board of Directors. A majority of all directors in office must approve the creation of a committee and the appointment of its members. The
creation of a committee, the delegation of authority to it or action by a committee shall not alone constitute compliance by a director with
standards of conduct prescribed by law. No member of any committee shall continue to be a member thereof after ceasing to be a director of
the corporation. The Board of Directors shall have the power at any time to increase or decrease the number of members of any committee, to
fill vacancies thereon, to change any member thereof and to change the functions or terminate the existence thereof.

3.2 Limitation on Powers of a Committee. A committee shall not have the authority of the Board of Directors in reference to:
(a) authorizing distributions, except as set forth in subsection (g) below; (b) approving or proposing to shareholders actions that the law
requires to be approved by shareholders; (c) filling vacancies on the Board of Directors or on any of its committees; (d) amending the Articles
of Incorporation, except as provided in subsection (h) below; (e) adopting, amending or repealing the Bylaws; (f) approving a plan of merger
not requiring shareholder approval; (g) authorizing or approving reacquisition of shares, except according to a formula or method prescribed
by the Board of Directors, or (h) authorizing or approving the issuance or sale or contract for sale of shares, or determining the designation
and relative rights, preferences and limitations of a class or series of shares, except where the Board of Directors has authorized a committee or
a senior executive officer of the corporation to do so within limits specifically prescribed by the Board of Directors.

3.3 Conduct of Meetings. Each committee shall conduct its meetings in accordance with the applicable provisions of these Bylaws
relating to meetings and action without meetings of the Board of Directors. Each committee shall adopt any further rules regarding its conduct,
keep minutes and other records and appoint subcommittees and assistants as it deems appropriate.

3.4 Compensation. By resolution of the Board of Directors, committee members may be paid reasonable compensation for services on
committees and their expenses of attending committee meetings.

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ARTICLE IV OFFICERS

4.1 Number. The Board of Directors at its first meeting following its election each year shall appoint a President and a Secretary. At this
meeting, or at any other time, the Board of Directors may appoint one of its members as Chairman of the Board. Other officers and assistant
officers as may be deemed necessary or desirable may be appointed by the Board of Directors and shall have such powers and duties
prescribed by the Board of Directors or the officer authorized by the Board of Directors to prescribe the duties of other officers. A duly
appointed officer may appoint one or more officers or assistant officers if such appointment is authorized by the Board of Directors. Any two
or more offices may be held by the same person.

4.2 Appointment and Term of Office. The officers of the corporation shall be appointed annually by the Board of Directors at the first
meeting of the Board of Directors held after the annual meeting of the shareholders. If the appointment of officers shall not be held at the
meeting, it shall be held as soon thereafter as is convenient. Each officer shall hold office until a successor shall have been duly appointed and
shall have qualified or until the officer’s death, resignation or removal in the manner hereinafter provided.

4.3 Qualification. No officer need be a director, shareholder or Oregon resident.

4.4 Resignation and Removal. An officer may resign at any time by delivering notice to the corporation. A resignation is effective on
receipt unless the notice specifies a later effective date. If the corporation accepts a specified later effective date, the Board of Directors may
fill the pending vacancy before the effective date but the successor may not take office until the effective date. Once delivered, a notice of
resignation is irrevocable unless revocation is permitted by the Board of Directors. Any officer appointed by the Board of Directors may be
removed from the officer position at any time with or without cause. Appointment of an officer shall not of itself create contract rights.
Removal or resignation of an officer shall not affect the contract rights, if any, of the corporation or the officer.

4.5 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of
Directors for the unexpired portion of the term.

4.6 Chairman of the Board. The Chairman of the Board of Directors, who will not be an officer of the corporation, shall, if present, preside
at all meetings of the Board of Directors and shareholders; and may call meetings of the shareholders and also of the Board of Directors to be
held, subject to the limitations prescribed by law or by these Bylaws, at such times and at such places as the Chairman of the Board of
Directors may deem proper. The Chairman of the Board of Directors will exercise and perform such other duties as may be prescribed from time
to time by the Board of Directors. The Chairman of the Board of Directors is selected by, and will report to, the Board of Directors. In the
absence of a Chairman of the Board of Directors, the directors then present shall select one member to act as Chairman of each meeting.

4.7 President. Unless otherwise determined by the Board of Directors, the President shall be the chief executive officer of the corporation
and shall be in general charge of its business and affairs, subject to the control of the Board of Directors. The President shall from time to time
report to the Board of Directors all matters within the President’s knowledge affecting the corporation that should be brought to the attention
of the board. The President shall have authority to vote all shares of stock in other corporations owned by the corporation and to execute
proxies, waivers of notice, consents and other instruments in the name of the corporation with respect to such stock and has authority to
delegate this authority to any other officer. The President shall perform such other duties as may be prescribed by the Board of Directors. The
President has authority to sign stock certificates representing the shares of the corporation.

4.8 Secretary. The Secretary shall keep the minutes of all meetings of the directors and shareholders and shall have custody of the minute
books and other records pertaining to the corporate business. The Secretary shall countersign all stock certificates and other instruments
requiring the seal of the corporation and shall perform such other duties assigned by the Board of Directors.

4.9 Vice President. Each Vice president shall perform duties and responsibilities prescribed by the Board of Directors or the President.
The Board of Directors or the president may confer a special title upon a Vice President.

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4.10 Treasurer. The Treasurer shall keep correct and complete records of accounts showing the financial condition of the corporation.
The Treasurer shall be legal custodian of all moneys, notes, securities and other valuables that may come into the possession of the
corporation. The Treasurer shall deposit all funds of the corporation that come into the Treasurer’s hands in depositories that the Board of
Directors may designate. The Treasurer shall pay the funds out only on the check of the corporation signed in the manner authorized by the
Board of Directors. The Treasurer shall perform such other duties as assigned by the Board of Directors may require.

ARTICLE V INDEMNIFICATION

5.1 Directors and Officers. The corporation shall indemnify to the fullest extent not prohibited by law any current or former officer or
director who is made, or threatened to be made, a party to an action, suit or proceeding, whether civil, criminal, administrative, investigative or
otherwise (including an action, suit or proceeding by or in the right of the corporation) by reason of the fact that the person is or was acting as
a director, officer or agent of the corporation or as a fiduciary within the meaning of the Employee Retirement Income Security Act of 1974 with
respect to any employee benefit plan of the corporation, or serves or served at the request of the corporation as a director or officer, or as a
fiduciary of an employee benefit plan, of another corporation, partnership, joint venture, trust or other enterprise. The indemnification
specifically provided hereby shall not be deemed exclusive of any other rights to which such person may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as to action in the official capacity of the person indemnified and
as to action in another capacity while holding such office.

5.2 Employees and Other Agents. The corporation shall have power to indemnify its employees and other agents as set forth in the ORS.

5.3 No Presumption of Bad Faith. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person
reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, that the
person had reasonable cause to believe that the conduct was unlawful.

5.4 Advances of Expenses. The expenses incurred by a director or officer in any proceeding shall be paid by the corporation in advance
at the written request of the director or officer, if the director or officer:
(a) furnishes the corporation a written affirmation of such person’s good faith belief that such person is entitled to be indemnified
by the corporation; and
(b) furnishes the corporation a written undertaking to repay such advance to the extent that it is ultimately determined by a court
that such person is not entitled to be indemnified by the corporation. Such advances shall be made without regard to the person’s ability
to repay such expenses and without regard to the person’s ability to repay such expenses and without regard to the person’s ultimate
entitled to indemnification under this Article V or otherwise.

5.5 Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances under this Article
V shall be deemed to be contractual rights and to be effective to the same extent and as if provided for in a contract between the corporation
and the director or officer who serves in such capacity at any time while this Article V and relevant provisions of the Act and other applicable
law, if any, are in effect. Any right to indemnification or advances granted by this Article V to a director or officer shall be enforceable by or on
behalf of the person holding such right in any court of competent jurisdiction if (a) the claim for indemnification or advances is denied, in
whole or in part, or (b) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement
action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting a claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred in connection with any proceeding in advance of its final
disposition when the required affirmation and undertaking have been tendered to the corporation) that the claimant has not met the standards
of conduct which make it permissible under the Act for the corporation to indemnify the claimant for the amount claimed, but the burden of

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providing such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal
counsel or its shareholders) to have made a determination prior to a commencement of such action that indemnification of the claimant is
proper in the circumstances because the claimant has met the applicable standard of conduct set forth in the Act, nor an actual determination
by the corporation (including its Board of Directors, independent legal counsel or its shareholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard
of conduct.

5.6 Non-Exclusivity of Rights. The right conferred on any person by this Article V shall not be exclusive of any other right which such
person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, bylaws, agreement, vote of shareholders or
disinterested Directors or otherwise, both as to action in the person’s official capacity and as to action in another capacity while holding
office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents
respecting indemnification and advances, to the fullest extent permitted by the law.

5.7 Survival of Rights. The right conferred on any person by this Article V shall continue as to a person who has ceased to be a director,
officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

5.8 Insurance. To the fullest extent permitted by the Act, the corporation, upon approval by the Board of Directors, may purchase
insurance on behalf of any person required or permitted to be indemnified pursuant to this Article V.

5.9 Amendments. Any repeal of or modification or amendment to this Article V shall only be prospective and no repeal or modification
hereof shall adversely affect the rights under this Article V in effect at the time of the alleged occurrence of any action or omission to act that
is the cause of any proceeding against any agent of the corporation.

5.10 Savings Clause. If this Article V or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, the
corporation shall indemnify each director, officer or other agent to the fullest extent permitted by any applicable portion of this Article V that
shall not have been invalidated, or by any other applicable law.

5.11 Certain Definitions. For the purposes of this Article V, the following definitions shall apply:
(a) The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation,
prosecution, defense, settlement and appeal of any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative.
(b) The term “expenses” shall be broadly construed and shall include without limitation, expense of investigations, judicial or
administrative proceedings or appeals, attorneys’ fees and disbursements and any expenses of establishing a right to indemnification
under Section 5.5 of this Article V, but shall not include amounts paid in settlement by the indemnified party or the amount of judgments
or fines against the indemnified party.
(c) The term “corporation” shall include, in addition to the resulting or surviving corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article V with respect to the resulting or surviving corporation as the person would have with
respect to such constituent corporation if its separate existence had continued.
(d) References to a “director,” “officer,” “employee,” or “agent” of the corporation shall include, without limitation, situations
where such person is serving at the request of the corporation as a director, officer, employee, trustee or agent of another corporation,
partnership, joint venture, trust or other enterprise.

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(e) References to “other enterprises” shall include employee benefit plans; references to “fines” in the Act shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation” shall
include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involved services by, such
director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in
good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this
Article V.

ARTICLE VI ISSUANCE OF SHARES

6.1 Certificate for Shares.


(a) Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such
certificates shall be signed, either manually or in facsimile, by two officers of the corporation, at least one of whom shall be the President
or a Vice President and by the Secretary or an Assistant Secretary and may be sealed with the seal of the corporation or a facsimile
thereof. All certificates or shares shall be consecutively numbered or otherwise identified.
(b) Every certificate for shares of stock that are subject to any restriction on transfer pursuant to the Articles of Incorporation, the
Bylaws, applicable securities laws, agreements among or between shareholders or any agreement to which the corporation is a party
shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of
such restriction and that the corporation retains a copy of the restriction. Every certificate issued when the corporation is authorized to
issue more than one class or series of stock shall set forth on its face or back either the full text of the designations, relative rights,
preferences limitations of the shares of each class and series authorized to be issued and the authority of the Board of Directors to
determine variations for future series or a statement of the existence of such designations, relative rights, preferences and limitations and
a statement that the corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge.
(c) The name and mailing address of the person to whom the shares represented thereby are issued with the number of shares and
date of issue, shall be entered on the stock transfer books of the corporation. Each shareholder shall have the duty to notify the
corporation of his or her mailing address. All certificates surrendered to the corporation for transfer shall be canceled, and no new
certificates shall be issued until a former certificate for a like number of shares shall have been surrendered and canceled, except that in
case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as
the Board of Directors prescribes.

6.2 Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the
holder of record thereof or by the holder’s legal representative, who shall furnish proper evidence of authority to transfer, or by the holder’s
attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation. The person in whose name
shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

6.3 Transfer Agent and Registrar. The Board of Directors may from time to time appoint one or more Transfer Agents and one or more
Registrars for the shares of the corporation, with such powers and duties as the Board of Directors determines by resolution. The signature of
officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a Transfer Agent or by a Registrar other than the
corporation itself or an employee of the corporation.

6.4 Officer Ceasing to Act. If the person who signed a share certificate, either manually or in facsimile, no longer holds office when the
certificate is issued, the certificate is nevertheless valid.

6.5 Fractional Shares. The corporation shall not issue certificates for fractional shares.

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ARTICLE VII CONTRACTS, LOANS, CHECKS AND OTHER INSTRUMENTS

7.1 Contracts. The Board of Directors may authorize any officer or officers and agent or agents to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

7.2 Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name less
authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

7.3 Checks, Drafts, etc. All checks, drafts or other orders for the payment of money and notes or other evidences of indebtedness issued
in the name of the corporation shall be signed by such officer or officers and agent or agents of the corporation and in such manner as shall
from time to time be determined by resolution of the Board of Directors.

ARTICLE VIII MISCELLANEOUS PROVISIONS

8.1 Seal. If the Board of Directors adopts a corporate seal, the seal of the corporation shall be circular in form and shall have inscribed
thereon the name of the corporation and the state of incorporation and the words “Corporate Seal.”

8.2 Severability. Any determination that any provision of these Bylaws is for any reason inapplicable, invalid, illegal or otherwise
ineffective shall not affect of invalidate any other provision of these Bylaws.

ARTICLE IX AMENDMENTS

These Bylaws may be amended or repealed and new Bylaws may be adopted by the Board of Directors or the shareholders of the corporation.

Adopted: February 18, 2009

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Exhibit 10.1

FEI COMPANY
1995 STOCK INCENTIVE PLAN, AS AMENDED
As amended effective February 18, 2009

1. Purpose. The purpose of this Stock Incentive Plan (the “Plan”) is to enable FEI Company (the “Company”) to attract and retain the
services of (1) selected employees, officers and directors of the Company or of any subsidiary of the Company and (2) selected non-employee
agents, consultants, advisors, persons involved in the sale or distribution of the Company’s products and independent contractors of the
Company or any subsidiary.

2. Shares Subject to the Plan. Subject to adjustment as provided below and in paragraph 14, the shares to be offered under the Plan shall
consist of Common Stock of the Company, and the total number of shares of Common Stock that may be issued under the Plan shall not
exceed 9,500,000 shares. The shares issued under the Plan may be authorized and unissued shares or reacquired shares. If an option, stock
appreciation right, restricted stock unit or performance unit granted under the Plan expires, terminates or is canceled, the unissued shares
subject to such option, stock appreciation right, restricted stock unit or performance unit shall again be available under the Plan. If shares sold
or awarded as a bonus under the Plan are forfeited to the Company or repurchased by the Company, the number of shares forfeited or
repurchased shall again be available under the Plan.

3. Effective Date and Duration of Plan.


(a) Effective Date. The Plan shall become effective as of April 21, 1995. No option, stock appreciation right, restricted stock unit or
performance unit granted under the Plan shall become exercisable, however, until the Plan is approved by the affirmative vote of the
holders of a majority of the shares of Common Stock represented at a shareholders meeting at which a quorum is present and any such
awards under the Plan prior to such approval shall be conditioned on and subject to such approval. Subject to this limitation, options,
stock appreciation rights, restricted stock units and performance units may be granted and shares may be awarded as bonuses or sold
under the Plan at any time after the effective date and before termination of the Plan.
(b) Duration. The Plan shall continue in effect until all shares available for issuance under the Plan have been issued and all
restrictions on such shares have lapsed. The Board of Directors may suspend or terminate the Plan at any time except with respect to
options, performance units, restricted stock units and shares subject to restrictions then outstanding under the Plan. Termination shall
not affect any outstanding options, any right of the Company to repurchase shares or the forfeitability of shares issued under the Plan.

4. Administration.
(a) Board of Directors. The Plan shall be administered by the Board of Directors of the Company, which shall determine and
designate from time to time the individuals to whom awards shall be made, the amount of the awards and the other terms and conditions
of the awards. Subject to the provisions of the Plan, the Board of Directors may from time to time adopt and amend rules and regulations
relating to administration of the Plan, advance the lapse of any waiting period, accelerate any exercise date, waive or modify any
restriction applicable to shares (except those restrictions imposed by law) and make all other determinations in the judgment of the Board
of Directors necessary or desirable for the administration of the Plan. The interpretation and construction of the provisions of the Plan
and related agreements by the Board of Directors shall be final and conclusive. The Board of Directors may correct any defect or supply
any omission or reconcile any inconsistency in the Plan or in any related agreement in the manner and to the extent it shall deem
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expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency.
(b) Committee. The Board of Directors may delegate to a committee of the Board of Directors or specified officers of the Company,
or both (the “Committee”) any or all authority for administration of the Plan. If authority is delegated to a Committee, all references to the
Board of Directors in the Plan shall mean and relate to the Committee except (i) as otherwise provided by the Board of Directors, (ii) that
only the Board of Directors may amend or terminate the Plan as provided in paragraphs 3 and 15 and (iii) that a Committee including
officers of the Company shall not be permitted to grant options to persons who are officers of the Company. To the extent that the Board
of
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Directors determines it to be desirable to qualify awards granted hereunder as “performance-based compensation” within the meaning of
Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the Plan shall be administered by a Committee of two or more
“outside directors” within the meaning of Section 162(m) of the Code.

5. Types of Awards; Eligibility. The Board of Directors may, from time to time, take the following action, separately or in combination,
under the Plan: (i) grant Incentive Stock Options, as defined in section 422 of the Code, as provided in paragraphs 6(a) and 6(b); (ii) grant
options other than Incentive Stock Options (“Non-Statutory Stock Options”) as provided in paragraphs 6(a) and 6(c); (iii) award stock
bonuses as provided in paragraph 7; (iv) sell shares subject to restrictions as provided in paragraph 8; (v) grant stock appreciation rights as
provided in paragraph 9; (vi) grant cash bonus rights as provided in paragraph 10; (vii) grant performance units as provided in paragraph 11;
(viii) grant foreign qualified awards as provided in paragraph 12; and (ix) grant restricted stock units as provided in paragraph 13. Any such
awards may be made to employees, including employees who are officers or directors, and to other individuals described in paragraph 1 who
the Board of Directors believes have made or will make an important contribution to the Company or any subsidiary of the Company;
provided, however, that only employees of the Company shall be eligible to receive Incentive Stock Options under the Plan. The Board of
Directors shall select the individuals to whom awards shall be made and shall specify the action taken with respect to each individual to whom
an award is made. At the discretion of the Board of Directors, an individual may be given an election to surrender an award in exchange for the
grant of a new award.

6. Option Grants.
(a) General Rules Relating to Options.
(i) Terms of Grant. The Board of Directors may grant options under the Plan. With respect to each option grant, the Board of
Directors shall determine the number of shares subject to the option, the option price, the period of the option, the time or times at
which the option may be exercised and whether the option is an Incentive Stock Option or a Non-Statutory Stock Option. At the
time of the grant of an option or at any time thereafter, the Board of Directors may provide that an optionee who exercised an
option with Common Stock of the Company shall automatically receive a new option to purchase additional shares equal to the
number of shares surrendered and may specify the terms and conditions of such new options.
(ii) Exercise of Options. Except as provided in paragraph 6(a)(iv) or as determined by the Board of Directors, no option
granted under the Plan may be exercised unless at the time of such exercise the optionee is employed by or in the service of the
Company or any subsidiary of the Company and shall have been so employed or provided such service continuously since the
date such option was granted. Absence on leave or on account of illness or disability under rules established by the Board of
Directors shall not, however, be deemed an interruption of employment or service for this purpose. Unless otherwise determined by
the Board of Directors, vesting of options shall not continue during an absence on leave (including an extended illness) or on
account of disability. Except as provided in paragraphs 6(a)(iv) and 14, options granted under the Plan may be exercised from time
to time over the period stated in each option in such amounts and at such times as shall be prescribed by the Board of Directors,
provided that options shall not be exercised for fractional shares. Unless otherwise determined by the Board of Directors, if the
optionee does not exercise an option in any one year with respect to the full number of shares to which the optionee is entitled in
that year, the optionee’s rights shall be cumulative and the optionee may purchase those shares in any subsequent year during the
term of the option.
(iii) Nontransferability. Each Incentive Stock Option and, unless otherwise determined by the Board of Directors, each other
option granted under the Plan by its terms shall be nonassignable and nontransferable by the optionee, either voluntarily or by
operation of law, except by will or by the laws of descent and distribution of the state or country of the optionee’s domicile at the
time of death.
(iv) Termination of Employment or Service.

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(A) General Rule. Unless otherwise determined by the Board of Directors, in the event the employment or service of
the optionee with the Company or a subsidiary terminates for any reason other than because of physical disability or death
as provided in subparagraphs 6(a)(iv)(B) and (C), the option may be exercised at any time prior to the expiration date of the
option or the expiration of 30 days after the date of such termination, whichever is the shorter period, but only if and to the
extent the optionee was entitled to exercise the option at the date of such termination.
(B) Termination Because of Total Disability. Unless otherwise determined by the Board of Directors, in the event of
the termination of employment or service because of total disability, the option may be exercised at any time prior to the
expiration date of the option or the expiration of 12 months after the date of such termination, whichever is the shorter
period, but only if and to the extent the optionee was entitled to exercise the option at the date of such termination. The term
“total disability” means a medically determinable mental or physical impairment which is expected to result in death or which
has lasted or is expected to last for a continuous period of 12 months or more and which causes the optionee to be unable,
in the opinion of the Company and two independent physicians, to perform his or her duties as an employee, director,
officer or consultant of the Company and to be engaged in any substantial gainful activity. Total disability shall be deemed
to have occurred on the first day after the Company and the two independent physicians have furnished their opinion of
total disability to the Company.
(C) Termination Because of Death. Unless otherwise determined by the Board of Directors, in the event of the death of
an optionee while employed by or providing service to the Company or a subsidiary, the option may be exercised at any
time prior to the expiration date of the option or the expiration of 12 months after the date of death, whichever is the shorter
period, for any portion of the option exercisable as of the date of death and any outstanding unvested portion of the option,
which shall become fully vested and immediately exercisable as of the date of death, and only by the person or persons to
whom such optionee’s rights under the option shall pass by the optionee’s will or by the laws of descent and distribution
of the state or country of domicile at the time of death.
(D) Amendment of Exercise Period Applicable to Termination. The Board of Directors, at the time of grant or, with
respect to an option that is not an Incentive Stock Option, at any time thereafter, may extend the 30-day and 12-month
exercise periods any length of time not longer than the original expiration date of the option, and may increase the portion of
an option that is exercisable, subject to such terms and conditions as the Board of Directors may determine.
(E) Failure to Exercise Option. To the extent that the option of any deceased optionee or of any optionee whose
employment or service terminates is not exercised within the applicable period, all further rights to purchase shares pursuant
to such option shall cease and terminate.
(v) Purchase of Shares. Unless the Board of Directors determines otherwise, shares may be acquired pursuant to an option
granted under the Plan only upon receipt by the Company of notice in writing from the optionee of the optionee’s intention to
exercise, specifying the number of shares as to which the optionee desires to exercise the option and the date on which the
optionee desires to complete the transaction, and if required in order to comply with the Securities Act of 1933, as amended,
containing a representation that it is the optionee’s present intention to acquire the shares for investment and not with a view to
distribution. Unless the Board of Directors determines otherwise, on or before the date specified for completion of the purchase of
shares pursuant to an option, the optionee must have paid the Company the full purchase price of such shares in cash (including,
with the consent of the Board of Directors, cash that may be the proceeds of a loan from the Company (provided that, with respect
to an Incentive Stock Option, such loan is approved at the time of option grant)) or, with the consent of the Board of Directors, in
whole or in part, in Common Stock of the Company valued at fair market value, restricted stock, performance units or other
contingent awards denominated in either stock or cash, promissory notes and other forms of consideration. The fair market value
of Common Stock provided in payment of the purchase price shall be determined by the Board of Directors. If the Common Stock of
the Company is not publicly traded on the date the option is exercised, the Board of Directors may consider any valuation methods
it deems appropriate and may, but is not required to, obtain one or more independent appraisals of the Company. If the Common
Stock of the Company is publicly traded on the date the option is exercised, the fair market value of Common Stock provided in
payment of the purchase price shall be the closing price of the Common Stock as reported in The Wall Street Journal on the last
trading day preceding the date the option is exercised, or such other reported value of the Common Stock as shall be specified by
the Board of Directors. No shares shall be issued until full payment for the shares has been made. With the consent of the Board of
Directors (which, in

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the case of an Incentive Stock Option, shall be given only at the time of option grant), an optionee may request the Company to
apply automatically the shares to be received upon the exercise of a portion of a stock option (even though stock certificates have
not yet been issued) to satisfy the purchase price for additional portions of the option. Each optionee who has exercised an option
shall immediately upon notification of the amount due, if any, pay to the Company in cash amounts necessary to satisfy any
applicable federal, state and local tax withholding requirements. If additional withholding is or becomes required beyond any
amount deposited before delivery of the certificates, the optionee shall pay such amount to the Company on demand. If the
optionee fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by the Company
to the optionee, including salary, subject to applicable law. With the consent of the Board of Directors an optionee may satisfy this
obligation, in whole or in part, by having the Company withhold from the shares to be issued upon the exercise that number of
shares that would satisfy the withholding amount due or by delivering to the Company Common Stock to satisfy the withholding
amount. Upon the exercise of an option, the number of shares reserved for issuance under the Plan shall be reduced by the number
of shares issued upon exercise of the option.
(b) Incentive Stock Options. Incentive Stock Options shall be subject to the following additional terms and conditions:
(i) Limitation on Amount of Grants. No employee may be granted Incentive Stock Options under the Plan if the aggregate fair
market value, on the date of grant, of the Common Stock with respect to which Incentive Stock Options are exercisable for the first
time by that employee during any calendar year under the Plan and under all incentive stock option plans (within the meaning of
section 422 of the Code) of the Company or any parent or subsidiary of the Company exceeds $100,000.
(ii) Limitations on Grants to 10 Percent Shareholders. An Incentive Stock Option may be granted under the Plan to an
employee possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or of any
parent or subsidiary of the Company only if the option price is at least 110 percent of the fair market value, as described in
paragraph 6(b)(iv), of the Common Stock subject to the option on the date it is granted and the option by its terms is not
exercisable after the expiration of five years from the date it is granted.
(iii) Duration of Options. Subject to paragraphs 66(a)(ii) and 6(b)(ii), Incentive Stock Options granted under the Plan shall
continue in effect for the period fixed by the Board of Directors, except that no Incentive Stock Option shall be exercisable after the
expiration of 10 years from the date it is granted.
(iv) Option Price. The option price per share shall be determined by the Board of Directors at the time of grant. Except as
provided in paragraph 6(b)(ii), the option price shall not be less than 100 percent of the fair market value of the Common Stock
covered by the Incentive Stock Option at the date the option is granted. The fair market value shall be determined by the Board of
Directors. If the Common Stock of the Company is not publicly traded on the date the option is granted, the Board of Directors may
consider any valuation methods it deems appropriate and may, but is not required to, obtain one or more independent appraisals of
the Company. If the Common Stock of the Company is publicly traded on the date the option is exercised, the fair market value shall
be deemed to be the closing price of the Common Stock as reported in The Wall Street Journal on the day preceding the date the
option is granted, or, if there has been no sale on that date, on the last preceding date on which a sale occurred or such other value
of the Common Stock as shall be specified by the Board of Directors.
(v) Limitation on Time of Grant. No Incentive Stock Option shall be granted on or after the tenth anniversary of the effective
date of the Plan.
(vi) Conversion of Incentive Stock Options. The Board of Directors may at any time without the consent of the optionee
convert an Incentive Stock Option to a Non-Statutory Stock Option.

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(c) Non-Statutory Stock Options. Non-Statutory Stock Options shall be subject to the following terms and conditions in addition to
those set forth in Section 6(a) above:
(i) Option Price. The option price for Non-Statutory Stock Options shall be determined by the Board of Directors at the time
of grant and may be any amount determined by the Board of Directors. Notwithstanding the foregoing, with respect to Non-
Statutory Stock Options intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the
Code, the option price will be no less than 100 percent of the fair market value per share on the date of grant.
(ii) Duration of Options. Non-Statutory Stock Options granted under the Plan shall continue in effect for the period fixed by
the Board of Directors.

7. Stock Bonuses. The Board of Directors may award shares under the Plan as stock bonuses. Shares awarded as a bonus shall be
subject to the terms, conditions, and restrictions determined by the Board of Directors. The restrictions may include restrictions concerning
transferability and forfeiture of the shares awarded, together with such other restrictions as may be determined by the Board of Directors. If
shares are subject to forfeiture, all dividends or other distributions paid by the Company with respect to the shares shall be retained by the
Company until the shares are no longer subject to forfeiture, at which time all accumulated amounts shall be paid to the recipient. The Board of
Directors may require the recipient to sign an agreement as a condition of the award, but may not require the recipient to pay any monetary
consideration other than amounts necessary to satisfy tax withholding requirements. The agreement may contain any terms, conditions,
restrictions, representations and warranties required by the Board of Directors. The certificates representing the shares awarded shall bear any
legends required by the Board of Directors. The Company may require any recipient of a stock bonus to pay to the Company in cash upon
demand amounts necessary to satisfy any applicable federal, state or local tax withholding requirements. If the recipient fails to pay the
amount demanded, the Company may withhold that amount from other amounts payable by the Company to the recipient, including salary or
fees for services, subject to applicable law. With the consent of the Board of Directors, a recipient may deliver Common Stock to the Company
to satisfy this withholding obligation. Upon the issuance of a stock bonus, the number of shares reserved for issuance under the Plan shall be
reduced by the number of shares issued.

8. Restricted Stock. The Board of Directors may issue shares under the Plan for such consideration (including promissory notes and
services) as determined by the Board of Directors. Shares issued under the Plan shall be subject to the terms, conditions and restrictions
determined by the Board of Directors. The restrictions may include restrictions concerning transferability, repurchase by the Company and
forfeiture of the shares issued, together with such other restrictions as may be determined by the Board of Directors. If shares are subject to
forfeiture or repurchase by the Company, all dividends or other distributions paid by the Company with respect to the shares shall be retained
by the Company until the shares are no longer subject to forfeiture or repurchase, at which time all accumulated amounts shall be paid to the
recipient. All Common Stock issued pursuant to this paragraph 8 shall be subject to a purchase agreement, which shall be executed by the
Company and the prospective recipient of the shares prior to the delivery of certificates representing such shares to the recipient. The
purchase agreement may contain any terms, conditions, restrictions, representations and warranties required by the Board of Directors. The
certificates representing the shares shall bear any legends required by the Board of Directors. The Company may require any purchaser of
restricted stock to pay to the Company in cash upon demand amounts necessary to satisfy any applicable federal, state or local tax
withholding requirements. If the purchaser fails to pay the amount demanded, the Company may withhold that amount from other amounts
payable by the Company to the purchaser, including salary, subject to applicable law. With the consent of the Board of Directors, a purchaser
may deliver Common Stock to the Company to satisfy this withholding obligation. Upon the issuance of restricted stock, the number of shares
reserved for issuance under the Plan shall be reduced by the number of shares issued.

9. Stock Appreciation Rights.


(a) Grant. Stock appreciation rights may be granted under the Plan by the Board of Directors, subject to such rules, terms, and
conditions as the Board of Directors prescribes.
(b) Exercise.

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(i) Each stock appreciation right shall entitle the holder, upon exercise, to receive from the Company in exchange therefore an
amount equal in value to the excess of the fair market value on the date of exercise of one share of Common Stock of the Company
over its fair market value on the date of grant (or, in the case of a stock appreciation right granted in connection with an option, the
excess of the fair market value of one share of Common Stock of the Company over the option price per share under the option to
which the stock appreciation right relates), multiplied by the number of shares covered by the stock appreciation right or the
option, or portion thereof, that is surrendered. No stock appreciation right shall be exercisable at a time that the amount determined
under this subparagraph is negative. Payment by the Company upon exercise of a stock appreciation right may be made in
Common Stock valued at fair market value, in cash, or partly in Common Stock and partly in cash, all as determined by the Board of
Directors.
(ii) A stock appreciation right shall be exercisable only at the time or times established by the Board of Directors. If a stock
appreciation right is granted in connection with an option, the following rules shall apply: (1) the stock appreciation right shall be
exercisable only to the extent and on the same conditions that the related option could be exercised; (2) the stock appreciation
rights shall be exercisable only when the fair market value of the stock exceeds the option price of the related option; (3) the stock
appreciation right shall be for no more than 100 percent of the excess of the fair market value of the stock at the time of exercise
over the option price; (4) upon exercise of the stock appreciation right, the option or portion thereof to which the stock
appreciation right relates terminates; and (5) upon exercise of the option, the related stock appreciation right or portion thereof
terminates.
(iii) The Board of Directors may withdraw any stock appreciation right granted under the Plan at any time and may impose any
conditions upon the exercise of a stock appreciation right or adopt rules and regulations from time to time affecting the rights of
holders of stock appreciation rights. Such rules and regulations may govern the right to exercise stock appreciation rights granted
prior to adoption or amendment of such rules and regulations as well as stock appreciation rights granted thereafter.
(iv) For purposes of this paragraph 9, the fair market value of the Common Stock shall be determined as of the date the stock
appreciation right is exercised, under the methods set forth in paragraph 6(b)(iv).
(v) No fractional shares shall be issued upon exercise of a stock appreciation right. In lieu thereof, cash may be paid in an
amount equal to the value of the fraction or, if the Board of Directors shall determine, the number of shares may be rounded
downward to the next whole share.
(vi) Each stock appreciation right granted in connection with an Incentive Stock Option, and unless otherwise determined by
the Board of Directors, each other stock appreciation right granted under the Plan by its terms shall be nonassignable and
nontransferable by the holder, either voluntarily or by operation of law, except by will or by the laws of descent and distribution of
the state or country of the holder’s domicile at the time of death, and each stock appreciation right by its terms shall be exercisable
during the holder’s lifetime only by the holder.
(vii) Each participant who has exercised a stock appreciation right shall, upon notification of the amount due, pay to the
Company in cash amounts necessary to satisfy any applicable federal, state and local tax withholding requirements. If the
participant fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by the
Company to the participant including salary, subject to applicable law. With the consent of the Board of Directors a participant
may satisfy this obligation, in whole or in part, by having the Company withhold from any shares to be issued upon the exercise
that number of shares that would satisfy the withholding amount due or by delivering Common Stock to the Company to satisfy
the withholding amount.
(viii) Upon the exercise of a stock appreciation right for shares, the number of shares reserved for issuance under the Plan
shall be reduced by the number of shares issued. Cash payments of stock appreciation rights shall not reduce the number of shares
of Common Stock reserved for issuance under the Plan.

10. Cash Bonus Rights.


(a) Grant. The Board of Directors may grant cash bonus rights under the Plan in connection with (i) options granted or previously
granted, (ii) stock appreciation rights granted or previously granted, (iii) stock bonuses awarded or previously awarded and (iv) shares
sold or previously sold under the Plan. Cash bonus rights will be subject

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to rules, terms and conditions as the Board of Directors may prescribe. Unless otherwise determined by the Board of Directors, each cash
bonus right granted under the Plan by its terms shall be nonassignable and nontransferable by the holder, either voluntarily or by
operation of law, except by will or by the laws of descent and distribution of the state or country of the holder’s domicile at the time of
death. The payment of a cash bonus shall not reduce the number of shares of Common Stock reserved for issuance under the Plan.
(b) Cash Bonus Rights in Connection With Options. A cash bonus right granted in connection with an option will entitle an
optionee to a cash bonus when the related option is exercised (or terminates in connection with the exercise of a stock appreciation right
related to the option) in whole or in part if, in the sole discretion of the Board of Directors, the bonus right will result in a tax deduction
that the Company has sufficient taxable income to use. If an optionee purchases shares upon exercise of an option and does not exercise
a related stock appreciation right, the amount of the bonus, if any, shall be determined by multiplying the excess of the total fair market
value of the shares to be acquired upon the exercise over the total option price for the shares by the applicable bonus percentage. If the
optionee exercises a related stock appreciation right in connection with the termination of an option, the amount of the bonus, if any,
shall be determined by multiplying the total fair market value of the shares and cash received pursuant to the exercise of the stock
appreciation right by the applicable bonus percentage. The bonus percentage applicable to a bonus right, including a previously granted
bonus right, may be changed from time to time at the sole discretion of the Board of Directors but shall in no event exceed 75 percent.
(c) Cash Bonus Rights in Connection With Stock Bonus. A cash bonus right granted in connection with a stock bonus will entitle
the recipient to a cash bonus payable when the stock bonus is awarded or restrictions, if any, to which the stock is subject lapse. If
bonus stock awarded is subject to restrictions and is repurchased by the Company or forfeited by the holder, the cash bonus right
granted in connection with the stock bonus shall terminate and may not be exercised. The amount and timing of payment of a cash
bonus shall be determined by the Board of Directors.
(d) Cash Bonus Rights in Connection With Stock Purchases. A cash bonus right granted in connection with the purchase of
stock pursuant to paragraph 8 will entitle the recipient to a cash bonus when the shares are purchased or restrictions, if any, to which the
stock is subject lapse. Any cash bonus right granted in connection with shares purchased pursuant to paragraph 8 shall terminate and
may not be exercised in the event the shares are repurchased by the Company or forfeited by the holder pursuant to applicable
restrictions. The amount of any cash bonus to be awarded and timing of payment of a cash bonus shall be determined by the Board of
Directors.
(e) Taxes. The Company shall withhold from any cash bonus paid pursuant to paragraph 10 the amount necessary to satisfy any
applicable federal, state and local withholding requirements.

11. Performance Units. The Board of Directors may grant performance units consisting of monetary units which may be earned in whole
or in part if the Company achieves certain goals established by the Board of Directors over a designated period of time, but not in any event
more than 10 years. The goals established by the Board of Directors may include earnings per share, return on shareholders’ equity, return on
invested capital, and such other goals as may be established by the Board of Directors. In the event that the minimum performance goal
established by the Board of Directors is not achieved at the conclusion of a period, no payment shall be made to the participants. In the event
the maximum corporate goal is achieved, 100 percent of the monetary value of the performance units shall be paid to or vested in the
participants. Partial achievement of the maximum goal may result in a payment or vesting corresponding to the degree of achievement as
determined by the Board of Directors. Payment of an award earned may be in cash or in Common Stock or in a combination of both, and may
be made when earned, or vested and deferred, as the Board of Directors determines. Deferred awards shall earn interest on the terms and at a
rate determined by the Board of Directors. Unless otherwise determined by the Board of Directors, each performance unit granted under the
Plan by its terms shall be nonassignable and nontransferable by the holder, either voluntarily or by operation of law, except by will or by the
laws of descent and distribution of the state or country of the holder’s domicile at the time of death. Each participant who has been awarded a
performance unit shall, upon notification of the amount due, pay to the Company in cash amounts necessary to satisfy any applicable federal,
state and local tax withholding requirements. If the participant fails to pay the amount demanded, the Company may withhold that amount from
other amounts payable by the Company to the participant, including salary or fees for services, subject to applicable law. With the consent of

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the Board of Directors a participant may satisfy this obligation, in whole or in part, by having the Company withhold from any shares to be
issued that number of shares that would satisfy the withholding amount due or by delivering Common Stock to the Company to satisfy the
withholding amount. The payment of a performance unit in cash shall not reduce the number of shares of Common Stock reserved for issuance
under the Plan. The number of shares reserved for issuance under the Plan shall be reduced by the number of shares issued upon payment of
an award.

12. Foreign Qualified Grants. Awards under the Plan may be granted to such officers and employees of the Company and its
subsidiaries and such other persons described in paragraph 1 residing in foreign jurisdictions as the Board of Directors may determine from
time to time. The Board of Directors may adopt such supplements to the Plan as may be necessary to comply with the applicable laws of such
foreign jurisdictions and to afford participants favorable treatment under such laws; provided, however, that no award shall be granted under
any such supplement with terms which are more beneficial to the participants than the terms permitted by the Plan.

13. Restricted Stock Units.


(a) Grant. Restricted stock units may be granted at any time and from time to time as determined by the Board of Directors. For this
purpose, a restricted stock unit shall mean a bookkeeping entry representing an amount equal to the fair market value of one share of
Common Stock, granted pursuant to this paragraph 13. Each restricted stock unit represents an unfunded and unsecured obligation of
the Company. Each restricted stock unit grant will be evidenced by an agreement that will specify such other terms and conditions as the
Board of Directors, in its sole discretion, will determine, including all terms, conditions, and restrictions related to the grant, the number
of restricted stock units and the form of payout, which, subject to paragraph 13(d), may be left to the discretion of the Board of Directors.
(b) Vesting Criteria and Other Terms. The Board of Directors will set vesting criteria in its discretion, which, depending on the
extent to which the criteria are met, will determine the number of restricted stock units that will be paid out to the participant. The Board
of Directors may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not
limited to, continued employment), or any other basis determined by the Board of Directors in its discretion.
(c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the participant will be entitled to receive a payout
as specified in the award agreement. Notwithstanding the foregoing, at any time after the grant of restricted stock units, the Board of
Directors, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.
(d) Form and Timing of Payment. Payment of earned restricted stock units will be made as soon as practicable after the date(s) set
forth in the award agreement. The Board of Directors, in its sole discretion, may pay earned restricted stock units in cash, shares of
Common Stock, or a combination thereof. Shares of Common Stock represented by restricted stock units that are fully paid in cash again
will be available for grant under the Plan.
(e) Cancellation. On the date set forth in the award agreement, all unearned restricted stock units will be forfeited to the Company.
(f) Transferability. Unless otherwise determined by the Board of Directors, each restricted stock unit granted under the Plan by its
terms shall be nonassignable and nontransferable by the holder, either voluntarily or by operation of law, except by will or by the laws of
descent and distribution of the state or country of the holder’s domicile at the time of death.

14. Changes in Capital Structure.


(a) Stock Splits; Stock Dividends. If the outstanding Common Stock of the Company is hereafter increased or decreased or
changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any stock split,
combination of shares or dividend payable in shares, recapitalization or reclassification appropriate adjustment shall be made by the
Board of Directors in the number and kind of shares

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available for grants under the Plan. In addition, the Board of Directors shall make appropriate adjustment in the number and kind of
shares as to which outstanding options, or portions thereof then unexercised, shall be exercisable, so that the optionee’s proportionate
interest before and after the occurrence of the event is maintained. Notwithstanding the foregoing, the Board of Directors shall have no
obligation to effect any adjustment that would or might result in the issuance of fractional shares, and any fractional shares resulting
from any adjustment may be disregarded or provided for in any manner determined by the Board of Directors. Any such adjustments
made by the Board of Directors shall be conclusive.
(b) Mergers, Reorganizations, Etc. In the event of a merger, consolidation, plan of exchange, acquisition of property or stock,
separation, reorganization or liquidation to which the Company or a subsidiary is a party or a sale of all or substantially all of the
Company’s assets (each, a “Transaction”), the Board of Directors shall, in its sole discretion and to the extent possible under the
structure of the Transaction, select one of the following alternatives for treating outstanding options under the Plan:
(i) Outstanding options shall remain in effect in accordance with their terms.
(ii) Outstanding options shall be converted into options to purchase stock in the corporation that is the surviving or acquiring
corporation in the Transaction. The amount, type of securities subject thereto and exercise price of the converted options shall be
determined by the Board of Directors of the Company, taking into account the relative values of the companies involved in the
Transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be issued to holders of
shares of the Company. Unless otherwise determined by the Board of Directors, the converted options shall be vested only to the
extent that the vesting requirements relating to options granted hereunder have been satisfied.
(iii) The Board of Directors shall provide a 30-day period prior to the consummation of the Transaction during which
outstanding options may be exercised to the extent then exercisable, and upon the expiration of such 30-day period, all unexercised
options shall immediately terminate. The Board of Directors may, in its sole discretion, accelerate the exercisability of options so
that they are exercisable in full during such 30-day period.
(c) Dissolution of the Company. In the event of the dissolution of the Company, options shall be treated in accordance with
paragraph 14(b)(iii).
(d) Rights Issued by Another Corporation. The Board of Directors may also grant options, stock appreciation rights, performance
units, stock bonuses and cash bonuses and issue restricted stock under the Plan having terms, conditions and provisions that vary from
those specified in this Plan provided that any such awards are granted in substitution for, or in connection with the assumption of,
existing options, stock appreciation rights, stock bonuses, cash bonuses, restricted stock and performance units granted, awarded or
issued by another corporation and assumed or otherwise agreed to be provided for by the Company pursuant to or by reason of a
Transaction.

15. Amendment of Plan. The Board of Directors may at any time, and from time to time, modify or amend the Plan in such respects as it
shall deem advisable because of changes in the law while the Plan is in effect or for any other reason. Except as provided in
paragraphs 6(a)(iv), 9, 10 and 14, however, no change in an award already granted shall be made without the written consent of the holder of
such award.

16. Approvals. The obligations of the Company under the Plan are subject to the approval of state and federal authorities or agencies
with jurisdiction in the matter. The Company will use its best efforts to take steps required by state or federal law or applicable regulations,
including rules and regulations of the Securities and Exchange Commission and any stock exchange on which the Company’s shares may then
be listed, in connection with the grants under the Plan. The foregoing notwithstanding, the Company shall not be obligated to issue or deliver
Common Stock under the Plan if such issuance or delivery would violate applicable state or federal securities laws.

17. Employment and Service Rights. Nothing in the Plan or any award pursuant to the Plan shall (i) confer upon any employee any right
to be continued in the employment of the Company or any subsidiary or interfere in any way with the right of the Company or any subsidiary
by whom such employee is employed to terminate such

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employee’s employment at any time, for any reason, with or without cause, or to decrease such employee’s compensation or benefits, or
(ii) confer upon any person engaged by the Company any right to be retained or employed by the Company or to the continuation, extension,
renewal, or modification of any compensation, contract, or arrangement with or by the Company.

18. Rights as a Shareholder. The recipient of any award under the Plan shall have no rights as a shareholder with respect to any
Common Stock until the date of issue to the recipient of a stock certificate for such shares. Except as otherwise expressly provided in the Plan,
no adjustment shall be made for dividends or other rights for which the record date occurs prior to the date such stock certificate is issued.

19. Restricted Stock Unit Grants to Non-Employee Directors.


(a) Initial Board Grants. Each Non-Employee Director shall be automatically granted restricted stock units equal to 5,000 shares of
Common Stock on the date such person first becomes a Non-Employee Director, whether through election by the shareholders of the
Company or appointment by the Board of Directors to fill a vacancy. A “Non-Employee Director” is a director who is not an officer or
employee of the Company or any of its subsidiaries. Notwithstanding the foregoing, a director who ceases to be an employee of the
Company but remains a director of the Company and thereby becomes a Non-Employee Director shall not receive the grant of restricted
stock units provided under this paragraph 19(a).
(b) Additional Grants. Each Non-Employee Director shall be automatically granted additional restricted stock units equal to 2,500
shares of Common Stock in each calendar year subsequent to the year in which such person became a Non-Employee Director, such
restricted stock units to be granted as of the date of the Company’s annual meeting of shareholders held in such calendar year, provided
that the Non-Employee Director continues to serve in such capacity as of such date.
(c) Terms of Restricted Stock Units.
(i) Award Agreement. Each award of restricted stock units granted pursuant to this paragraph 19 shall be evidenced by an
agreement that will specify the number of restricted stock units and such other terms and conditions as the Board of Directors, in
its sole discretion, shall determine, including all terms, conditions, and restrictions related to the grant and the form of payout,
which, subject to paragraph 19(c)(iii), may be left tot he discretion of the Board of Directors.
(ii) Vesting. Each award of restricted stock units shall vest as to twenty-five (25%) of the restricted stock units on April 30 of
each of the four calendar years following the year in which the award is made provided that, with respect to the applicable vesting
date, the Non-employee Director continues to serve as a director of the Company on such date. Notwithstanding the foregoing, if
the Non-employee Director ceases to be a director of the Company due to death, one hundred percent (100%) of the unvested
portion of the restricted stock units subject to the award shall vest on the date of the Non-employee Director’s death.
(iii) Form and Timing of Payment. Payment of restricted stock units shall be made as soon as practicable following the date on
which such restricted stock units vest in accordance with paragraph 19(c)(ii). The Board of Directors, in its sole discretion, may pay
vested restricted stock units in cash, shares of Common Stock, or a combination thereof. Shares of Common Stock represented by
restricted stock units that are fully paid in cash shall again be available for grant under the Plan.
(d) Section 409A Compliance. Unless otherwise determined by the Board of Directors, grants made under this paragraph 19 shall
comply with the provisions of Section 409A of the Code. The Board of Directors of the Company reserves the right to amend this
paragraph 19 as it deems necessary or advisable, in its sole discretion and without the consent of the Employee, to comply with
Section 409A of the Code or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code.

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(e) Nontransferability. Each restricted stock unit by its terms shall be nonassignable and nontransferable by the holder, either
voluntarily or by operation of law, except by will or by the laws of descent and distribution of the state or country of the holder’s
domicile at the time of death.

20. Code Section 162(m) Provisions.


(a) Option and SAR Annual Share Limit. No individual shall be granted, in any calendar year, options and stock appreciation
rights to purchase more than 250,000 shares of Common Stock; provided, however, that such limit shall be 200,000 shares of Common
Stock in the individual’s first calendar year of Company service.
(b) Restricted Stock, Stock Bonus, Restricted Stock Unit and Performance Unit Annual Limits. No individual shall be granted, in
any calendar year, more than 75,000 shares of Common Stock in the aggregate of the following: (i) restricted stock, (ii) stock bonuses, or
(iii) restricted stock units. No individual shall be granted, in any calendar year, performance units having an initial value greater than
$2,000,000.
(c) Section 162(m) Performance Goals. “Performance Goals” shall mean the goal(s) (or combined goal(s)) determined by the
Committee (in its discretion) to be applicable to an employee with respect to an award of restricted stock, stock bonuses, restricted stock
units and performance units. As determined by the Committee, the Performance Goals applicable to an award may provide for a targeted
level or levels of achievement using one or more of the following measures: (a) Operating Income, (b) Pretax Income, and (c) Return on
Sales. The Performance Goals may differ from employee to employee and from award to award. Any criteria used may be measured, as
applicable, (i) in absolute terms, (ii) in relative terms (including, but not limited to, passage of time and/or against another company or
companies), (iii) on a per-share basis, (iv) against the performance of the Company as a whole or of a business unit of the Company,
and/or (v) to the extent not otherwise specified by the definition of the Performance Goal, on a pre-tax or after-tax basis. Prior to the
Determination Date, the Committee shall determine whether any element(s) or item(s) shall be included in or excluded from the calculation
of any Performance Goal with respect to any Participants.
(i) “Operating Income” means the Company’s or a business unit’s income from operations determined in accordance with
generally accepted accounting principles.
(ii) “Pretax Income” means the Company’s or a business unit’s income before taxes, determined in accordance with generally
accepted accounting principles.
(iii) “Return on Sales” means the percentage equal to the Company’s or a business unit’s Operating Income before incentive
compensation, divided by the Company’s or the business unit’s, as applicable, revenue, determined in accordance with generally
accepted accounting principles.
(d) Section 162(m) Performance Restrictions. For purposes of qualifying grants of restricted stock, stock bonuses, restricted
stock units and performance units as “performance-based compensation” under Section 162(m) of the Code, the Committee, in its
discretion, may set restrictions based upon the achievement of Performance Goals. The Performance Goals shall be set by the Committee
on or before the latest date permissible to enable the restricted stock, stock bonuses, restricted stock units and performance units to
qualify as “performance-based compensation” under Section 162(m) of the Code. In granting restricted stock, stock bonuses, restricted
stock units and performance units which are intended to qualify under Section 162(m) of the Code, the Committee shall follow any
procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the award under Section 162(m) of
the Code (e.g., in determining the Performance Goals).
(e) Changes in Capitalization. The numerical limitations in Sections 20(a) and 20(b) shall be adjusted proportionately in
connection with any change in the Company’s capitalization as described in Section 14(a).

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(f) If an award is cancelled in the same calendar year in which it was granted (other than in connection with a transaction described
in Section 14 of the Plan), the cancelled award will be counted against the limits set forth in subsections (a) and (b) above. For this
purpose, if the exercise price of an option is reduced, the transaction will be treated as a cancellation of the option and the grant of a new
option.

Adopted: April 21, 1995


Approved by Shareholders: May 5, 1995

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