Effective June 19, 2017 (the Effective Date), the Board of
Directors (the Board) of FLIR Systems, Inc. (the Company)
appointed James J. Cannon, 46, as President, Chief Executive
Officer and Director of the Company replacing Andrew C. Teich,
who previously announced his plan to retire.

Prior to his appointment as President, Chief Executive Officer
and Director of the Company, Mr. Cannon was an employee of
Stanley Black Decker, Inc. since 2001, most recently as
President, Stanley Security, North America Emerging Markets,
since October 2014. Previously, Mr. Cannon was President of
Stanley Oil Gas from August 2012 to October 2014, President of
Stanley Industrial Automotive Repair, Europe and Latin America,
from July 2011 to August 2012, and President of Stanley
Industrial and Automotive Repair, North America from February
2009 to July 2011. Prior to that from 1989 to 1999 Mr. Cannon
served in the United States Army in various locations around the
World as an infantryman and armor officer, including Operations
Desert Shield and Desert Storm in Iraq, where he was awarded a
Combat Infantrymans Badge. Mr. Cannon is a graduate of the
University of Tennessee, Chattanooga (B.S. Business
Administration/Marketing). Mr. Cannon is a member of the Board of
Directors of Lydall, Inc.

to an employment agreement (the Employment Agreement) between the
Company and Mr. Cannon dated as of the Effective Date, Mr. Cannon
will be paid an annualized base salary of $725,000, prorated from
June 19, 2017, and will be eligible for annual incentive
compensation for 2017 as determined by the Companys compensation
committee of the Board (the Compensation Committee) in accordance
with the Companys 2012 Executive Bonus Plan, as in effect from
time to time. Mr. Cannon will have an initial annual incentive
payment target of 50% of his base salary, prorated from June 19,
2017, with a minimum incentive payment for 2017 of $350,000. The
Employment Agreement provides that for 2018 Mr. Cannon will be
paid an annualized base salary of $750,000 and will have an
annual incentive target for 2018 of 50% of base salary with a
minimum annual incentive payment equal to 50% of base salary. The
Employment Agreement has an initial term ending December 31,
2018, which may be renewed by mutual agreement of the Company and
Mr. Cannon.

Within seven (7) business days of the Effective Date, Mr. Cannon
will also receive a cash payment of approximately $3.0 million
(with the actual amount calculated in accordance with the
Employment Agreement). This payment is intended to compensate Mr.
Cannon for the loss of unvested stock options scheduled to vest
over the short term and other incentives Mr. Cannon was granted
to his employment with his previous employer (Previous Employer)
and forfeited because of his joining the Company. In addition,
subject to the approval of the Board and the Compensation
Committee, within seven (7) business days of the Effective Date,
Mr. Cannon will also receive an equity grant with a value of
approximately $3.2 million intended to compensate him for the
loss of long-term equity grants Mr. Cannon was granted by
Previous Employer and forfeited because of his joining the
Company. The size of this equity grant: is approximately 85,109
Company restricted share units (with the actual number determined
in accordance with the Employment Agreement), and includes
unequal tranches that will vest on December 6, 2018, 2019, 2020
and 2021 inclusively, subject to Mr. Cannons continued employment
with us. Also, subject to the approval of the Board and the
Committee, within seven (7) days of the Effective Date, Mr.
Cannon will receive FLIR CEO equity grants having a cumulative
grant date value of $3.6 million prorated based on his start date
in 2017 (approximately $1.95 million after proration from the
Effective Date to the end of 2017) – 25% in the form of stock
options, 25% in the form of restricted share units, and 50% in
the form of performance restricted share units subject to the
performance metrics applicable to Company executive officers
under the Companys 2017 long term incentive plan. In addition,
subject to the approval of the Board and the Compensation
Committee to occur in or around February 2018, Mr. Cannon shall
be eligible to receive an equity grant in 2018 having a grant
date economic value of not less than $3.6 million, with the grant
type(s) and performance criteria as determined by the
Compensation Committee in accordance with the Companys annual
executive incentive program.

to the Employment Agreement, if the Employment Agreement is not
renewed by the Company or the Company terminates the employment
of Mr. Cannon without Cause or if Mr. Cannon terminates his
employment for Good Reason (as such capitalized terms are defined
in the Employment Agreement), he will be entitled to receive: (i)
continued payments of his base salary in effect at the time of
such termination for a period equal to the greater of 12 months
or the remaining term of the Employment Agreement, (ii) payment
or reimbursement for the premiums cost of any continued health
coverage elected by Mr. Cannon under COBRA for a period of up to
12 months following the termination date, (iii) an annual bonus
of not less than one years base salary for the year in which such
termination occurs, and (iv) immediate vesting acceleration of
all equity awards granted to Mr. Cannon. If Mr. Cannons
employment terminates because of his death or disability, Mr.
Cannons estate or designated beneficiary will be entitled to an
amount equal to his annual base salary.

The Employment Agreement also provides that Mr. Cannon will be
subject to customary non-compete and other restrictive covenants.

to a change of control agreement (the Change of Control
Agreement) between the Company and Mr. Cannon, to be dated as of
June 19, 2017, Mr. Cannon is entitled to receive, in the event of
a Change of Control (as such term is defined in the Change of
Control Agreement) and the termination of his employment by the
Company without Cause within 60 days prior to such event or 180
days after such event or by Mr. Cannon for Good Reason within 180
days following such event (as such capitalized terms are defined
in the Change of Control Agreement), the following benefits: (i)
immediate vesting of any unvested equity awards, (ii) a lump-sum
payment equal to two hundred percent (200%) of the sum of Mr.
Cannons annual base salary and target annual incentive
compensation in effect as of the day before the Change of
Control, and (iii) continuation of health benefits for a maximum
period of 18 months. If the payment would result in a parachute
payment within the meaning of Section 280G under the United
States Internal Revenue Code, then benefits will be reduced so
that the payment would be $1.00 less than the amount that would
cause the payments to be subject to excise tax. The change of
control benefits described in clauses (ii) and (iii) above are
contingent on Mr. Cannon signing and not revoking a release of
claims in a form satisfactory to the Company. The Change of
Control Agreement has an initial term ending December 31, 2018
and will renew for successive one-year periods unless the Company
provides notice of non-renewal as provided therein. Severance
benefits under the Change of Control Agreement will supersede any
rights to severance under other Company plans or agreements,
including the Employment Agreement, and any severance payments or
benefits received under the Employment Agreement will offset
payments or benefits payable under the Change of Control
Agreement.

In addition, Mr. Cannon will be reimbursed for the cost of
relocation to Portland, Oregon, including temporary living
expenses for up to two years and any loss of sale of Mr. Cannons
current residence and a monthly car allowance of $1,500.

The foregoing descriptions of the Employment Agreement and Change
of Control Agreement do not purport to be complete and are
qualified in their entirety by their full text, which are filed
as Exhibits 10.1 and 10.2, respectively, hereto and are
incorporated herein by reference.

Effective upon his appointment as President, Chief Executive
Officer and Director of the Company, Mr. Cannon will be
designated as an officer as such term is used within the meaning
of Section 16 of the Securities Exchange Act of 1934, as amended.

There is no arrangement or understanding between Mr. Cannon and
any other persons to which Mr. Cannon was selected as an officer.
There are no family relationships between Mr. Cannon and any
director, executive officer or person nominated or chosen by the
Company to become a director or executive officer of the Company
within the meaning of Item 401(d) of Regulation S-K under the
U.S. Securities Act of 1933 (Regulation S-K). Since the beginning
of the Companys last fiscal year and except as described above,
the Company has not engaged in any transaction in which Mr.
Cannon had a direct or indirect material interest within the
meaning of Item 404(a) of Regulation S-K.

Item 7.01 REGULATION FD DISCLOSURE

On May 23, 2017, the Company issued a press release announcing
Mr. Cannons appointment as President, Chief Executive Officer and
Director. A copy of the Companys press release is attached hereto
as Exhibit 99.1.

The information set forth under this Item 7.01, including Exhibit
99.1, shall not be deemed filed for purposes of Section 18 of the
Exchange Act, or incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in
such a filing.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

>>>>>(d) Exhibits