Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1 (f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Entities (as such term is defined in the Schedule 13G)...Joint Filing Agreement • June 5th, 2002 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies
ELECTRO SCIENTIFIC INDUSTRIES, INC. and MELLON INVESTOR SERVICES LLC Rights Agreement Dated as of May 18, 2009Rights Agreement • May 19th, 2009 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
The Rights are not exercisable until the Distribution Date and will expire at the Close of Business on May 18, 2019, unless earlier redeemed by the Company as described below.
AGREEMENT OF REORGANIZATION AND MERGER amongMerger Agreement • February 12th, 1999 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
andRights Agreement • June 9th, 1999 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
AGREEMENT OF REORGANIZATION AND MERGER AMONGMerger Agreement • September 30th, 1997 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
VOTING AGREEMENTVoting Agreement • February 3rd, 1997 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 12th, 1999 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
RECITALSVoting Agreement • February 3rd, 1997 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 30th, 2018 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
Schedule A Shareholders to Execute Shareholder Agreements Schedule B Certain Specified Customers Company Disclosure Letter Parent Disclosure Letter
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 1st, 2017 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of ________________, 2017 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and ELECTRO SCIENTIFIC INDUSTRIES, INC., an Oregon corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
Exhibit 1 FIRST AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT THIS FIRST AMENDMENT is made between Electro Scientific Industries, Inc., an Oregon corporation (the "Company"), and Mellon Investor Services LLC (the "Rights Agent"), dated as of...Rights Agreement • August 27th, 2002 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies
REGISTRATION RIGHTS AGREEMENT Dated as of December 21, 2001 among Electro Scientific Industries, Inc. and Merrill Lynch, Pierce, Fenner & Smith IncorporatedRegistration Rights Agreement • March 19th, 2002 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • New York
This Registration Rights Agreement (the "Agreement") is made and entered into this 21st day of December, 2001, among Electro Scientific Industries, Inc., an Oregon corporation (the "Company"), and Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Initial Purchaser").
ContractChange in Control Agreement • August 11th, 2003 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies
Mr. Gary Kapral June 11, 2003 Page – 40 EXHIBIT 10.8 CHANGE IN CONTROL AGREEMENT Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interest of the Company and its shareholders. In this connection, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. Accordingly, the Board of Directors of the Company (the “Board”) has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management to their assigned duties without distraction in circumstances arising fr
AMENDMENT NO. 2 AGREEMENT OF REORGANIZATION AND MERGERAgreement of Reorganization and Merger • November 20th, 1997 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies
This Amendment No. 2 to the Agreement of Reorganization and Merger, dated September 29, 1997 (the "Agreement"), is entered into by and among Electro Scientific Industries, Inc. ("ESI"), Applied Intelligent Systems, Inc. ("AISI") and Asteroid Merger Corp. ("Merger Corp.") effective as of November 13, 1997.
STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • June 15th, 2016 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies
This STOCK APPRECIATION RIGHTS AGREEMENT dated as of May 12, 2011, is between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and _______________________________ (the “Recipient”), pursuant and subject to the Company’s 2004 Stock Incentive Plan (the “Plan”). The Company and the Recipient agree as follows:
Exhibit 4 FIRST AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT THIS FIRST AMENDMENT is made between Electro Scientific Industries, Inc., an Oregon corporation (the "Company"), and Mellon Investor Services LLC (the "Rights Agent"), dated as of...Rights Agreement • August 27th, 2002 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies
PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENTRestricted Stock Units Award Agreement • August 7th, 2018 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
This Award Agreement (the “Agreement”) is entered into as of [Grant Date] by and between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and [Recipient Name] (“Recipient”), for the grant of restricted stock units with respect to the Company’s Common Stock (“Common Stock”). By accepting this award Recipient agrees to be bound by the terms and conditions of this Agreement.
ELECTRO SCIENTIFIC INDUSTRIES, INC. STOCK APPRECIATION RIGHTS AGREEMENTStock Appreciation Rights Agreement • June 15th, 2011 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies
This STOCK APPRECIATION RIGHTS AGREEMENT dated as of May 13, 2010, is between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and Nicholas Konidaris (the “Recipient”), pursuant and subject to the Company’s 2004 Stock Incentive Plan (the “Plan”). The Company and the Recipient agree as follows:
PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENTRestricted Stock Units Award Agreement • June 29th, 2015 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
This Award Agreement (the “Agreement”) is entered into as of __________, 201__ by and between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and __________________________ (“Recipient”), for the grant of restricted stock units with respect to the Company's Common Stock (“Common Stock”).
AWARD AGREEMENTRestricted Stock Units Award Agreement • August 7th, 2018 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
This Award Agreement (the “Agreement”) is entered into as of [Grant Date] by and between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and [Recipient Name] (“Recipient”), for the grant of restricted stock units with respect to the Company’s Common Stock (“Common Stock”). By accepting this award Recipient agrees to be bound by the terms and conditions of this Agreement.
PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENTPerformance-Based Restricted Stock Units Award Agreement • June 15th, 2011 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
This Award Agreement (the “Agreement”) is entered into as of May 13, 2010 by and between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and Nicholas Konidaris (“Recipient”), for the grant of restricted stock units with respect to the Company’s Common Stock (“Common Stock”).
THIRD AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • December 9th, 2008 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
THIS THIRD AMENDMENT is made between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent (the “Rights Agent”), dated as of December 8, 2008 (this “Third Amendment”), to amend the Amended and Restated Rights Agreement, dated as of March 1, 2001, between the Company and the Rights Agent, as amended by the First Amendment to Amended and Restated Rights Agreement dated August 26, 2002 and the Second Amendment to Amended and Restated Rights Agreement, dated as of August 19, 2008 (as so amended, the “Rights Agreement”).
PERFORMANCE-BASED RESTRICTED STOCK UNITS AWARD AGREEMENTRestricted Stock Units Award Agreement • February 3rd, 2015 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
This Award Agreement (the “Agreement”) is entered into as of November 18, 2014 by and between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and __________________ (“Recipient”), for the grant of restricted stock units with respect to the Company’s Common Stock (“Common Stock”). By accepting this award Recipient agrees to be bound by the terms and conditions of this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2019 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
This is an EMPLOYMENT AGREEMENT dated [DATE] (“Employment Agreement”), by and between, on the one hand, Electro Scientific Industries, Inc., an Oregon corporation (the “Company”) and MKS Instruments, Inc., a Massachusetts company (“MKS”), and on the other hand, Steven L. Harris of Sisters, Oregon (“Employee”). The effective date of this Employment Agreement (the “Effective Date”) is defined in Section 12 below.
RESTRICTED STOCK UNITS AWARD AGREEMENTRestricted Stock Units Award Agreement • June 12th, 2012 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
This Award Agreement (the “Agreement”) is entered into as of May 12, 2011 by and between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and Nicholas Konidaris (“Recipient”), for the grant of restricted stock units with respect to the Company’s Common Stock (“Common Stock”).
RESTRICTED STOCK UNITS AWARD AGREEMENTRestricted Stock Units Award Agreement • June 15th, 2011 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
This Award Agreement (the “Agreement”) is entered into as of May 13, 2010 by and between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and (“Recipient”), for the grant of restricted stock units with respect to the Company’s Common Stock (“Common Stock”).
RESTRICTED STOCK UNITS AWARD AGREEMENTRestricted Stock Units Award Agreement • January 31st, 2005 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
This Award Agreement (the “Agreement”) is entered into as of , 200 by and between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and (the “Recipient”), for the grant of restricted stock units with respect to the Company’s Common Stock (“Common Stock”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • February 6th, 2018 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
This Change in Control Agreement (the “Agreement”) is made and entered into by and between ____________ (“Executive”) and Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), effective as of _____________ (the “Effective Date”) and states in its entirety the Change in Control Agreement between Executive and the Company dated ____________.
RESTRICTED STOCK UNITS AWARD AGREEMENTRestricted Stock Units Award Agreement • June 11th, 2008 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
This Award Agreement (the “Agreement”) is entered into as of , 2007 by and between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and (“Recipient”), for the grant of restricted stock units with respect to the Company’s Common Stock (“Common Stock”).
ContractEmployment Agreement • August 11th, 2003 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
Mr. Gary Kapral June 11, 2003 Page – 64 EXHIBIT 10.10 1. ELECTRO SCIENTIFIC INDUSTRIES, INC. EMPLOYMENT AGREEMENT Executive Mr. J. Michael Dodson 11691 E. Charter Oak Drive Scottsdale, AZ 85259 Electro Scientific Industries, Inc.,ESI an Oregon corporation 13900 NW Science Park Dr. Portland, OR 97229 In consideration of the mutual covenants contained herein, and other good and valuable consideration, the parties hereto agree as follows. Employment. Effective as of May 5, 2003 (the “Effective Date”), Electro Scientific Industries, Inc. (“ESI”) hereby employs J. Michael Dodson (“Executive”) as the Vice President – Administration and Chief Financial Officer of ESI and Executive accepts such employment with ESI, on the terms and conditions set forth in this Employment Agreement (this “Agreement”). 64
AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT (Incentive Stock Option)Stock Option Agreement • January 31st, 2005 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies
This Amendment No. 1 to Stock Option Agreement (this “Amendment”) is made and entered into as of January 25, 2005 by and between Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and Nicholas Konidaris (“Optionee”). The Company and Optionee are parties to a Stock Option Agreement dated as of January 25, 2004 (the “Original Agreement”). Capitalized terms in this Amendment which are not defined herein shall have the meanings ascribed to them in the Original Agreement.
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENTEmployment Agreement • October 2nd, 2009 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies
This Amendment to Executive Employment Agreement (the “Amendment”) is made as of September 30, 2009 between Electro Scientific Industries, Inc. (“ESI” or the “Company”) and Nicholas Konidaris (“Executive”).
EXECUTIVE SEPARATION AND RELEASE AGREEMENTExecutive Separation and Release Agreement • June 14th, 2017 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies
This Executive Separation and Release Agreement (“Agreement”) is entered into by and between Electro Scientific Industries, Inc. (“ESI”), and Robert DeBakker (“Employee”) with respect to the following facts:
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • February 6th, 2018 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
This Agreement is entered into by and between Electro Scientific Industries, Inc. (“ESI”), and Paul R. Oldham (“Employee”) with respect to the following facts:
CONSULTING AGREEMENTConsulting Agreement • February 1st, 2019 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
This is a Consulting Agreement dated January 10, 2019 (“Consulting Agreement”), by and among MKS Instruments, Inc., a Massachusetts company (“MKS”), Electro Scientific Industries, Inc., an Oregon corporation (the “Company”), and Allen Muhich of Portland, Oregon (“Muhich”). The “Effective Date” of this Consulting Agreement is defined in Section 15 below.
