THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN...Warrant Agreement • December 6th, 2001 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • Texas
PHOTON DYNAMICS, INC. LOAN AND SECURITY AGREEMENT TABLE OF CONTENTSLoan and Security Agreement • January 28th, 2000 • Photon Dynamics Inc • Special industry machinery, nec • California
FIRST AMENDMENT TO LEASE AGREEMENT BETWEEN CORRIDOR PARK POINTE II, L.P., AS LANDLORD, AND INTELLIGENT REASONING SYSTEMS, INC., ASTENANT, AT CORRIDOR PARK POINTE BUILDING ELease Agreement • December 6th, 2001 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals
COMMON STOCKUnderwriting Agreement • January 28th, 2000 • Photon Dynamics Inc • Special industry machinery, nec • California
BETWEENLease Agreement • December 6th, 2001 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • Texas
BETWEENEmployment Agreement • February 13th, 2001 • Photon Dynamics Inc • Special industry machinery, nec • Ontario
EXHIBIT 10.24 STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE--MODIFIED NET AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION [LOGO OF AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION] 1. BASIC PROVISIONS ("BASIC PROVISIONS"). 1.1 PARTIES: This Lease...Lease Agreement • December 11th, 2002 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals
KEY EMPLOYEE AGREEMENT FOR RICHARD AMTOWERKey Employee Agreement • December 16th, 1999 • Photon Dynamics Inc • Special industry machinery, nec
Exhibit 10.17 OFFICE BUILDING LEASE This Lease between Integrated Chip Corporation , ------------------------------------------------------------- a California Corporation ------------------------------------------------------------------------------...Office Building Lease • November 7th, 2000 • Photon Dynamics Inc • Special industry machinery, nec
ARTICLE 1Voting and Exchange Trust Agreement • February 13th, 2001 • Photon Dynamics Inc • Special industry machinery, nec • Ontario
EXHIBIT 10.25.1 THIS INDENTURE MADE AS OF THE 17TH DAY OF SEPTEMBER 1997. BETWEEN: BRUCE N. HUNTLEY CONTRACTING LIMITED, a Private company incorporated under the laws of Ontario (hereinafter called the "Lessor") OF THE FIRST PART, and IMAGE PROCESSING...Lease Agreement • December 11th, 2002 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals
Exhibit 10.15 STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE--MODIFIED NET AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. Basic Provisions ("Basic Provisions"). 1.1 Parties: This Lease ("Lease"), dated for reference purposes only, June 25,1999, is...Standard Industrial/Commercial Multi-Tenant Lease • October 27th, 1999 • Photon Dynamics Inc • Special industry machinery, nec
EXHIBIT 10.1 INDEMNIFICATION AGREEMENT THIS AGREEMENT is entered into, effective as of _________________ by and between PHOTON DYNAMICS, INC., a California corporation (the "Company"), and ________________ ("Indemnitee"). WHEREAS, it is essential to...Indemnification Agreement • December 20th, 2004 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • California
Photon Dynamics, Inc. 2005 Equity Incentive Plan Stock Option Agreement (Incentive Stock Option or Nonstatutory Stock Option)Stock Option Agreement • February 14th, 2007 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Photon Dynamics, Inc. (the “Company”) has granted you an option under its 2005 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Dated as of June 26, 2008 Among ORBOTECH LTD., PDI ACQUISITION, INC. And PHOTON DYNAMICS, INC.Merger Agreement • June 26th, 2008 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • New York
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) dated as of June 26, 2008, among ORBOTECH LTD., a company organized under the laws of Israel (“Parent”), PDI ACQUISITION, INC., a California corporation (“Sub”) and an indirect wholly owned subsidiary of Parent, and PHOTON DYNAMICS, INC., a California corporation (the “Company”).
ARTICLE II REPRESENTATIONS AND WARRANTIES OF COMPANYAcquisition Agreement • November 7th, 2000 • Photon Dynamics Inc • Special industry machinery, nec • California
Agreement ---------Change of Control Agreement • October 27th, 1999 • Photon Dynamics Inc • Special industry machinery, nec • California
April 5, 2005 Mr. Soonman “Steve” Song [Address omitted] Re: Amendment to Employment Agreement Dear Steve:Employment Agreement • November 9th, 2005 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals
On behalf of Photon Dynamics, Inc. (the “Company”), I am pleased to offer you an amendment (“Amendment”) to your employment agreements with the Company, as stated below.
Photon Dynamics, Inc. 2005 Employee Incentive Plan RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 14th, 2007 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals
MANUFACTURING AGREEMENTManufacturing Agreement • May 12th, 2008 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • California
This manufacturing agreement (the “Agreement”) is made and entered into on August 3, 2006 (‘Effective Date”) by and between Photon Dynamics, Inc. (“PDF), a California corporation, having its principal office at 5970 Optical Drive, San Jose, California 95138, and Ultra Clean Technology Systems and Service, Inc. a corporation organized and existing under the laws of the State of California having its principal office at 150 Independence Drive, Menlo Park, CA 94025 and its affiliates (Collectively “the “Manufacturer”). PDI and Manufacturer are each individually referred to herein as the “Party” and collectively as the “Parties.”
PHOTON DYNAMICS, INC. (a California corporation) 2,300,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • January 31st, 2002 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • New York
MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated CIBC World Markets Needham & Company, Inc. as Representatives of the several Underwriters
Amended Change in Control AgreementChange in Control Agreement • August 11th, 2008 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • California
This agreement is entered into as of this 31st day of March 2008 by and between Photon Dynamics, Inc., a California Corporation (the “Company”), and Wendell Blonigan (“Executive”).
ASSET PURCHASE AGREEMENT made and entered into as of the 2nd day July, 2002 BETWEEN PHOTON DYNAMICS, INC. and ART ADVANCED RESEARCH TECHNOLOGIES INC.Asset Purchase Agreement • July 22nd, 2002 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals
THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 2nd day July, 2002 between Photon Dynamics, Inc., a California corporation, (the "Purchaser") and ART Advanced Research Technologies Inc., a corporation incorporated under the laws of the Province of Québec (the "Vendor"). The Purchaser and the Vendor are referred to collectively herein as the "Parties" and individually as a "Party".
Photon Dynamics, Inc. 2005 Non-Employee Directors’ Stock Option Plan Stock Option AgreementStock Option Agreement • December 14th, 2005 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Photon Dynamics, Inc. (the “Company”) has granted you an option under its 2005 Non-Employee Directors’ Stock Option Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
CONFIDENTIAL MUTUAL SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE OF ALL CLAIMSSettlement Agreement • August 16th, 2004 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals
THIS CONFIDENTIAL MUTUAL SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE OF ALL CLAIMS (“Agreement”) is made and entered into between ROBERT L. THOMASON on behalf of himself, his spouse (past, current or future), his beneficiaries, his agents, heirs, executors and assigns (collectively “THOMASON”), CR TECHNOLOGY, INC., on behalf of itself and its past and present officers, owners, directors, stockholders, agents, employees, successors, predecessors, assigns, representatives, attorneys, parent corporation, divisions, subsidiaries, affiliates (and agents, directors, officers, employees, representatives and attorneys of such parent corporation, divisions, subsidiaries and affiliates), 1991 Stock Option Plan, and its past and present sponsors, administrators, and fiduciaries (collectively “CRT”), and defendant PHOTON DYNAMICS, INC., on behalf of itself and its past and present officers, owners, directors, stockholders, agents, employees, successors, predecessors, assigns, representatives,
Photon Dynamics, Inc. Letterhead]Consulting Agreement • April 11th, 2005 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals
May 5, 2005Separation Agreement • August 9th, 2005 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals
This letter sets forth the terms of the separation agreement (the “Agreement”) that Photon Dynamics Inc. (the “Company”) is offering to you to aid in your employment transition.
March 18, 2004 Mr. Malcolm Thompson c/o Photon Dynamics, Inc. San Jose, CA 95138 Dear Malcolm:Consulting Agreement • May 14th, 2004 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • California
Photon Dynamics, Inc. (the “Company”) is pleased to offer to continue your consulting engagement with the Company in the position of Executive Chairman of the Company’s board of directors (the “Board”) in this agreement (the “Agreement”) on the following terms.
ASSET PURCHASE AGREEMENT made and entered into as of the 2nd day July, 2002 BETWEEN PHOTON DYNAMICS, INC. and ART ADVANCED RESEARCH TECHNOLOGIES INC.Asset Purchase Agreement • July 29th, 2002 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals
THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 2nd day July, 2002 between Photon Dynamics, Inc., a California corporation, (the "Purchaser") and ART Advanced Research Technologies Inc., a corporation incorporated under the laws of the Province of Québec (the "Vendor"). The Purchaser and the Vendor are referred to collectively herein as the "Parties" and individually as a "Party".
THIRD AMENDMENT TO LEASELease • December 24th, 2003 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals
This Third Amendment to Lease (the “Third Amendment”), is made and entered into this [12th] day of August, 2003 by and between Mission West Properties, L.P. II, a Delaware limited partnership (“Lessor”) and Photon Dynamics, a California Corporation (“Lessee”).
FIRST AMENDMENT TO LEASELease • January 14th, 2002 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals
This First Amendment to Lease ("Amendment"), is made and entered into this 7th day of December, 2001 by and between Mission West Properties, L.P. II (fka Berg & Berg Developers), a Delaware limited partnership ("Lessor") and Photon Dynamics Inc., a California Corporation ("Lessee").
Change in Control AgreementChange in Control Agreement • December 14th, 2005 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • California
This agreement is entered into as of this 14th day of December 2005 by and between Photon Dynamics, Inc., a California Corporation (the “Company”), and Jeffrey A. Hawthorne (“Executive”).
TERMINATION AND ASSIGNMENT AGREEMENTTermination and Assignment Agreement • May 14th, 2004 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • California
THIS TERMINATION AND ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into this 27th day of February, 2004 (the “Effective Date”), by and between PHOTON DYNAMICS, INC. (“PDI”) and ISHIKAWAJIMA-HARIMA HEAVY INDUSTRIES CO. LTD. (“IHI”). Each of PDI and IHI may also be referred to herein each individually as a “Party” and collectively as the “Parties.”
REAL ESTATE SUBLEASE PREAMBLEReal Estate Sublease • January 14th, 2002 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • California
THIS SUBLEASE, executed by and between Photon Dynamics (hereinafter called "Sublessor"), and the lessee, Sanmina-SCI Corporation (hereinafter called "Sublessee"), whereby for and in consideration of the covenants and agreements hereinafter set forth to be kept and performed by the parties hereto, Sublessor, hereby subleases to Sublessee and Sublessee does hereby take, lease, and hire from Sublessor the Leased Premises hereinafter described for the period, and at the rental, subject to, and upon the terms and conditions hereinafter set forth, as follows:
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • January 7th, 2002 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • California
THIS AGREEMENT (the "Agreement") is effective as of December 10, 2001 (the "Effective Date"), and performance hereunder shall commence on December 10, 2001, (the "Commencement Date"), by and between PHOTON DYNAMICS having a principal place of business at 6325 San Ignacio Avenue, San Jose, California 95119 ("CUSTOMER") and SANMINA-SCI CORPORATION, a Delaware corporation having its principal place of business at 2700 North First Street, San Jose, California 95134 ("SANMINA-SCI").
