THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Photon Dynamics, Inc. (PHTN)

1/27/2006 Proxy Information

Photon Dynamics has entered into indemnity agreements with certain officers and directors which provide, among other things, that Photon Dynamics will indemnify such officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as a director, officer or other agent of Photon Dynamics, and otherwise to the fullest extent permitted under California law and Photon Dynamics’ Bylaws.

On November 30, 2005, Mr. Hawthorne exercised an option to purchase 10,000 shares of Photon Dynamics’ Common Stock, with a net value realized (the difference between the exercise price and the fair market value of such shares, based on the closing sales price reported on the Nasdaq National Market for the date of exercise) of $77,750.

1/28/2005 Proxy Information

On March 5, 2001, Photon Dynamics loaned $250,000 to Mr. Delmore, the former Vice President of Marketing, Strategy and Business Development of Photon Dynamics, under a full recourse promissory note, which was secured by shares of Photon Dynamics’ Common Stock owned by Mr. Delmore. This loan bore interest at an annual rate of 7%. From October 1, 2003 to July 29, 2004, the largest aggregate indebtedness of Mr. Delmore under this loan was $308,333, including principal and accrued interest. On July 29, 2004, Mr. Delmore repaid all outstanding principal and accrued interest under the loan.

Photon Dynamics has entered into indemnity agreements with certain officers and directors which provide, among other things, that Photon Dynamics will indemnify such officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as a director, officer or other agent of Photon Dynamics, and otherwise to the fullest extent permitted under California law and Photon Dynamics’ Bylaws.

Mr. Spedden was Chief Executive Officer of Photon Dynamics, Inc. (a publicly held manufacturer of flat panel display test equipment) from January 2003 until his retirement in January 2004.

12/24/2003 Proxy Information

No related party transactions or special relationships reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.