EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 28, 2006 (the
“Effective Date”) between GREGORY A. FRASER (“Executive”), an individual residing in the State of Florida,
and FARO TECHNOLOGIES, INC. (the “Company”), a Florida corporation having its principal place of
business at 125 Technology Park, Lake Mary, FL 32746.
RECITALS
WHEREAS , Executive is a co-founder of the Company and has served as a director and officer of the
Company in various capacities for 24 years since the Company’s inception in 1982, during which time he assisted
in building the Company from a start up to a public company with worldwide operations, and the Company has
benefited from his many years of service;
WHEREAS , Executive currently serves as an Executive Vice President of the Company and as a
member of the Company’s Board of Directors with a term expiring at the Company’s 2008 annual shareholders
meeting;
WHEREAS , Executive has indicated his desire to retire from active management of the Company, and
the Company wishes to accommodate Executive’s interest in retirement;
WHEREAS , the Company and Executive believe it appropriate that the terms and conditions of his
transition into retirement and are entering into this Agreement for that purpose; and
NOW THEREFORE , in consideration of the covenants set forth herein, the parties agree as follows:
OPERATIVE TERMS
1.
Transition duties; Retirement
A.
Subject to the terms and conditions of this Agreement, from the Effective Date until December
29, 2006 (the “Term”), Executive will continue to be employed as a full-time employee of the Company holding
the position of Executive Vice President and shall continue to receive his current base salary of $245,000 per
year (“Base Salary”), plus all the employee benefits provided to other Company executives, excluding
participation in the Company’s bonus program, payable in accordance with the Company’s customary p