RECITALS --------Voting Agreement • November 10th, 1999 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
THIS AGREEMENT is made as of June 14, 1996, by and among Rudolph Holdings Corporation, a Delaware corporation (the "Company"), the State Board of ------- Administration of Florida ("SBA"), Liberty Partners Holdings 11, L.L.C. ("LPH"), --- ---...Stockholders Agreement • November 10th, 1999 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • New York
DATE]Underwriting Agreement • February 9th, 2001 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • California
EXHIBIT 10.13 RUDOLPH TECHNOLOGIES MANAGEMENT AGREEMENT --------------------Management Agreement • November 3rd, 2000 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • New York
EXHIBIT 10.1 LICENSE AGREEMENT ----------------- This Agreement, effective this 28th day of June, 1995, ("Effective Date"), by and between BROWN UNIVERSITY RESEARCH FOUNDATION ("BURF" or "LICENSOR"), a corporation duly organized and existing under the...License Agreement • October 5th, 1999 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • New Jersey
THIS MANAGEMENT AGREEMENT ("Agreement") is made as of May 5, 1997 (the --------- "Effective Date"), by and between Rudolph Holdings Corporation, a Delaware corporation (the "Company"), Rudolph Technologies, Inc., a New Jersey corporation...Management Agreement • October 5th, 1999 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • New York
EXHIBIT 10.1 LICENSE AGREEMENT ----------------- This Agreement, effective this 28th day of June, 1995, ("Effective Date"), by and between BROWN UNIVERSITY RESEARCH FOUNDATION ("BURF" or "LICENSOR"), a corporation duly organized and existing under the...License Agreement • November 10th, 1999 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • New Jersey
Rudolph Technologies, Inc. and American Stock Transfer & Transfer Company as Rights Agent Rights Agreement Dated as of June 27, 2005Rights Agreement • June 28th, 2005 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
Rights Agreement (the “Agreement”), dated as of June 27, 2005, between Rudolph Technologies, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Transfer Company, a New York corporation, as Rights Agent (the “Rights Agent”).
EXHIBIT 10.2 DISTRIBUTOR AGREEMENT --------------------- This Agreement made and entered into this 15th day of May, 1987, by and between Tokyo Electron Limited, a Japanese corporation organized and existing under the laws of Japan with its principal...Distributor Agreement • October 5th, 1999 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control
THIS REGISTRATION AGREEMENT is made as of June 14, 1996, by and among Rudolph Holdings Corporation, a Delaware corporation (the "Company"), Liberty ------- Partners Holdings 11, L.L.C. ("LPH"), Riverside Rudolph, L.L.C. ("Riverside"), --- ---------...Registration Agreement • October 5th, 1999 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • New York
THIS MANAGEMENT AGREEMENT (the "Agreement") is made as of June 14, 1996 --------- (the "Effective Date"), by and among Rudolph Holdings Corporation, a -------------- Delaware corporation (the "Company"), Rudolph Technologies, Inc., a New Jersey...Management Agreement • October 5th, 1999 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • New York
RUDOLPH TECHNOLOGIES, INC. INDEMNITY AGREEMENTIndemnification Agreement • June 24th, 2019 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
This Indemnity Agreement (this “Agreement”) dated as of , 20 is made by and between Rudolph Technologies, Inc., a Delaware corporation (the “Company”), and , a director or officer of the Company or one of the Company’s subsidiaries (“Indemnitee”).
RECITALSIndemnification Agreement • October 14th, 1999 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
Rudolph Technologies, Inc. Employee Restricted Stock Unit Purchase AgreementEmployee Restricted Stock Unit Purchase Agreement • August 3rd, 2017 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
THIS AGREEMENT (“Agreement”), dated _________________, 20___ (the “Award Date”), is made between Rudolph Technologies, Inc., a Delaware corporation, hereinafter referred to as the “Company,” and ________________________ (the “Participant”).
RUDOLPH TECHNOLOGIES, INC. PURCHASE AGREEMENTPurchase Agreement • July 25th, 2011 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • New York
CREDIT SUISSE SECURITIES (USA) LLC (“Credit Suisse”), As Representative of the Several Purchasers, Eleven Madison Avenue, New York, N.Y. 10010-3629
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2015 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • New Jersey
This Employment Agreement (“Agreement”) is entered into by and between Rudolph Technologies, Inc., a Delaware corporation (the “Company”), and Michael P. Plisinski (“Executive”) dated as of November 5, 2015.
FORM OF COMPANY SHAREHOLDER VOTING AGREEMENT Company Shareholder Voting AgreementCompany Shareholder Voting Agreement • July 7th, 2005 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
THIS COMPANY SHAREHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of June 27, 2005, by and between Rudolph Technologies, Inc., a Delaware corporation (“Parent”), NS Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and the undersigned shareholder (the “Shareholder”) of August Technology Corporation, a Minnesota corporation (the “Company”).
RESTATED AND AMENDED EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2014 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • Minnesota
This Agreement is entered into by and between August Technology Corporation (“August Technology”), a Minnesota corporation, with its principal place of business at 4900 West 78th Street, Bloomington, Minnesota 55435, and Michael Plisinski of [Address]. (“Employee”). This Agreement has been restated and amended effective as of July 29, 2014. For all purposes of the Agreement, reflecting the merger of August Technology with and into Rudolph Technologies, Inc. effective as of February 15, 2006, references in the Agreement to August Technology or the Company shall mean Rudolph Technologies, Inc.
Re: Letter Amendment to Management Agreement with an effective date of July 24, 2000 Dear Paul:Management Agreement • November 2nd, 2011 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control
This letter shall serve as the Third Amendment (the “Amendment”) to the Management Agreement between Rudolph Technologies, Inc. (“Technologies” or the “Company”) and yourself (“Executive”) with an effective date of July 24, 2000, as amended August 20, 2009 and May 19, 2010 (the “Agreement”). The effective date of this Amendment shall be the date first set forth above (“Amendment Effective Date”. The Company respectfully requests that the Management Agreement be amended, as follows:
RUDOLPH TECHNOLOGIES RESTATED AND AMENDED MANAGEMENT AGREEMENTManagement Agreement • August 6th, 2014 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
THIS MANAGEMENT AGREEMENT (the “Agreement”) is made as of July 24, 2000 (the “Effective Date”), as restated and amended through July 29, 2014, by and among Rudolph Technologies (“Technologies” or the “Company”), a Delaware corporation, and Paul F. McLaughlin (“Executive”).
EXECUTIVE CHANGE OF CONTROL AGREEMENTExecutive Change of Control Agreement • May 1st, 2015 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • New Jersey
THIS EXECUTIVE CHANGE OF CONTROL AGREEMENT is dated as of August 20, 2009 (this “Agreement”), by and between Rudolph Technologies, Inc., a Delaware corporation (the “Company”), and Robert A. Koch (the “Executive”).
EXECUTIVE CHANGE OF CONTROL AGREEMENTExecutive Change of Control Agreement • February 20th, 2015 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • New Jersey
THIS EXECUTIVE CHANGE OF CONTROL AGREEMENT is dated as of February 7, 2014 (this “Agreement”), by and between Rudolph Technologies, Inc., a Delaware corporation (the “Company”), and Richard Rogoff (the “Executive”).
RUDOLPH TECHNOLOGIES RESTATED AMD AMENDED MANAGEMENT AGREEMENTManagement Agreement • August 6th, 2014 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
THIS MANAGEMENT AGREEMENT (the “Agreement”) is made as of July 24, 2000 (the “Effective Date”), as restated and amended through July 29, 2014, by and among Rudolph Technologies (“Technologies” or the “Company”), a Delaware corporation, and Steven R. Roth (“Executive”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 9th, 2005 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
This AMENDMENT NO. 1 (this “Amendment”) to Agreement and Plan of Merger, dated as of June 27, 2005, by and among RUDOLPH TECHNOLOGIES, INC., a Delaware corporation, (“Parent”), NS MERGER SUB, INC., a Minnesota corporation (“Merger Sub”) and AUGUST TECHNOLOGY CORPORATION, a Minnesota corporation (the “Company”), (together with all exhibits, schedules and attachments thereto, the “Merger Agreement”), is made as of this 8th day of December 2005, by and among Parent, Merger Sub and the Company.
Rudolph Technologies, Inc. Employee Stock Option AgreementEmployee Stock Option Agreement • August 2nd, 2018 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
THIS AGREEMENT, dated , 20(the “Grant Date”), is made between Rudolph Technologies, Inc., a Delaware corporation, hereinafter referred to as the “Company,” and(the “Optionee”).
AGREEMENT AND PLAN OF MERGER by and among RUDOLPH TECHNOLOGIES, INC., NS MERGER SUB, INC., and AUGUST TECHNOLOGY CORPORATION Dated as of June 27, 2005Merger Agreement • July 7th, 2005 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
THIS AGREEMENT AND PLAN OF MERGER is entered into as of June 27, 2005 (this “Agreement”) by and among Rudolph Technologies, Inc., a Delaware corporation (“Parent”), NS Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and August Technology Corporation, a Minnesota corporation (the “Company”).
Rudolph Technologies, Inc. Employee Performance Stock Unit Purchase AgreementEmployee Performance Stock Unit Purchase Agreement • August 2nd, 2018 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
THIS AGREEMENT (“Agreement”), dated , 20(the “Award Date”), is made between Rudolph Technologies, Inc., a Delaware corporation, hereinafter referred to as the “Company,” and
Re: Letter Amendment to Management Agreement with an effective date of July 24, 2000 Dear Paul:Management Agreement • March 1st, 2013 • Rudolph Technologies Inc • Industrial instruments for measurement, display, and control
This letter shall serve as the Fourth Amendment (the “Amendment”) to the Management Agreement between Rudolph Technologies, Inc. (“Company”) and yourself (“Executive”) with an effective date of July 24, 2000, as amended August 20, 2009, May 19, 2010 and September 27, 2011 (the “Agreement”). The effective date of this Amendment shall be the date first set forth above. The Company respectfully requests that the Management Agreement be amended, as follows:
