andCredit Agreement • August 24th, 2000 • Ii-Vi Inc • Optical instruments & lenses • Pennsylvania
RIGHTS AGREEMENTRights Agreement • August 28th, 2001 • Ii-Vi Inc • Optical instruments & lenses • Pennsylvania
II-VI INCORPORATED (a Pennsylvania corporation) 9,302,235 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 7th, 2020 • Ii-Vi Inc • Optical instruments & lenses • New York
transfer or dispose of any shares of the Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”), or exercise any right with respect to the registration of any of the Lock-Up Securities, or file or cause to be filed any registration statement in connection therewith, under the Securities Act of 1933, as amended, or (y) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.
II-VI INCORPORATED AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 29, 2017 0.25% Convertible Senior Notes due 2022Indenture • August 29th, 2017 • Ii-Vi Inc • Optical instruments & lenses • New York
INDENTURE dated as of August 29, 2017 between II-VI Incorporated, a Pennsylvania corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), and U.S. Bank National Association, a national banking association organized under the laws of the United States of America, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT made this 28th day of June, 2002 (the "First Amendment"), is made by and among II-VI INCORPORATED, a Pennsylvania corporation (the "Borrower"), each of the Guarantors (as defined below), the...Credit Agreement • September 27th, 2002 • Ii-Vi Inc • Optical instruments & lenses
EXHIBIT 1.01 1,000,000 Shares* II-VI INCORPORATED Common Stock (No Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 1995 • Ii-Vi Inc • Optical instruments & lenses • New York
ASSIGNMENT AND ASSUMPTION AGREEMENT Proxima Corporation, a Delaware corporation (the "Transferor"), for good and valid consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, assigns,...Assignment and Assumption Agreement • October 12th, 1999 • Ii-Vi Inc • Optical instruments & lenses
II-VI INCORPORATED as Company and the Guarantors party hereto 5.000% Senior Notes due 2029 INDENTURE Dated as of December 10, 2021 U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • December 10th, 2021 • Ii-Vi Inc • Optical instruments & lenses • New York
INDENTURE, dated as of December 10, 2021, as amended or supplemented from time to time (this “Indenture”), among II-VI INCORPORATED, a corporation organized under the laws of the Commonwealth of Pennsylvania (the “Company”), the Guarantors (as defined herein) from time to time party hereto and U.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 24, 2019 among II- VI INCORPORATED, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and THE OTHER LENDERS PARTY HERETO BANK OF AMERICA,...Credit Agreement • September 27th, 2019 • Ii-Vi Inc • Optical instruments & lenses • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of September 24, 2019, among II-VI Incorporated, a Pennsylvania corporation (the “Borrower”), each Lender from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
AGREEMENT AND PLAN OF MERGER by and among COHERENT, INC., II-VI INCORPORATED, and WATSON MERGER SUB INC. Dated as of March 25, 2021Merger Agreement • March 26th, 2021 • Ii-Vi Inc • Optical instruments & lenses • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 25, 2021, is by and among Coherent, Inc., a Delaware corporation (the “Company”), II-VI Incorporated, a Pennsylvania corporation (“Parent”), and Watson Merger Sub Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
30,000,000 REVOLVING CREDIT FACILITY $30,000,000 TERM LOAN CREDIT AGREEMENT by and among II-VI INCORPORATED And THE GUARANTORS PARTY HERETO and THE BANKS PARTY HERETO and PNC BANK, NATIONAL ASSOCIATION, As Agent Dated as of December 10, 2004Credit Agreement • December 14th, 2004 • Ii-Vi Inc • Optical instruments & lenses • Pennsylvania
THIS CREDIT AGREEMENT is dated as of December 10, 2004 and is made by and among II-VI INCORPORATED, a Pennsylvania corporation (the “Borrower”), each of the Guarantors (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION (in such capacity (“PNC Bank”) and the other BANKS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 28th, 2015 • Ii-Vi Inc • Optical instruments & lenses • Pennsylvania
CREDIT AGREEMENT Dated as of March 4, 2019 among II-VI INCORPORATED, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and THE OTHER LENDERS PARTY HERETO BANK OF AMERICA, N.A., PNC CAPITAL MARKETS...Credit Agreement • May 9th, 2019 • Ii-Vi Inc • Optical instruments & lenses • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of March 4, 2019, among II-VI Incorporated, a Pennsylvania corporation (the “Borrower”), each Lender from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
II‑VI Incorporated Performance Share UNIT Award AGREEMENT (SHARE-SETTLED)Performance Share Unit Award Agreement • August 20th, 2021 • Ii-Vi Inc • Optical instruments & lenses • Pennsylvania
THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT, including any general and jurisdiction-specific terms and conditions for the Recipient’s jurisdiction set forth in the appendices attached hereto, (this “Agreement”) is dated as of the Grant Date, as specified in the applicable Employee Grant Details (as defined below), by and between II-VI Incorporated, a Pennsylvania corporation (“II-VI”), and the Recipient, as specified in the applicable Employee Grant Details, who is a director, employee or consultant of II-VI or one of its Subsidiaries (the “Recipient”).
ContractEmployment Agreement • February 1st, 2016 • Ii-Vi Inc • Optical instruments & lenses • Pennsylvania
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 1st day of February, 2016, by and between II-VI INCORPORATED, a Pennsylvania corporation, having a principal place of business at 375 Saxonburg Boulevard, Saxonburg, Butler County, Pennsylvania 16056 (the “Employer”), and GARY A. KAPUSTA, of 180 Inwood Terrace, Roswell, Georgia 30075 (the “Employee”).
ContractRestricted Share Unit Award Agreement • February 8th, 2019 • Ii-Vi Inc • Optical instruments & lenses • Pennsylvania
THIS RESTRICTED SHARE UNIT AWARD AGREEMENT, including any general and jurisdiction-specific terms and conditions for the Recipient’s jurisdiction set forth in the appendices attached hereto, (this “Agreement”) is dated as of the Grant Date, as specified in the applicable Employee Grant Details (as defined below), by and between II-VI Incorporated, a Pennsylvania corporation (“II-VI”), and the Recipient, as specified in the applicable Employee Grant Details, who is a director, employee or consultant of II-VI or one of its Subsidiaries (the “Recipient”).
COHERENT CORP. INDUCEMENT AWARD AGREEMENT (RESTRICTED SHARE UNITS)Inducement Award Agreement (Restricted Share Units) • October 16th, 2024 • Coherent Corp. • Optical instruments & lenses • Pennsylvania
THIS INDUCEMENT AWARD AGREEMENT (RESTRICTED SHARE UNITS) (this “Agreement”) is dated as of October 11, 2024 (the “Grant Date”), by and between Coherent Corp., a Pennsylvania corporation (“Coherent”), and Sherri R. Luther, the newly hired Chief Financial Officer and Treasurer of Coherent (the “Recipient”), all as contemplated by the offer letter of employment by and between Coherent and Recipient dated October 10, 2024 (the “Offer Letter”).
COHERENT CORP. INDUCEMENT AWARD AGREEMENT (PERFORMANCE SHARE UNITS)Inducement Award Agreement (Performance Share Units) • November 14th, 2024 • Coherent Corp. • Optical instruments & lenses • Pennsylvania
THIS INDUCEMENT AWARD AGREEMENT (PERFORMANCE SHARE UNITS) (this “Agreement”) is dated as of November 14, 2024 (the “Grant Date”) by and between Coherent Corp., a Pennsylvania corporation (“Coherent”), and the Sherri R. Luther, the newly hired Chief Financial Officer and Treasurer of Coherent (the “Recipient”), all as contemplated by the offer letter of employment by and between Coherent and Recipient dated October 10, 2024 (the “Offer Letter”). This Agreement amends and restates in its entirety the award agreement originally furnished to the Recipient to reflect an agreed-to change in the Performance Period.
II‑VI Incorporated Performance Share Award AGREEMENTPerformance Share Award Agreement • November 8th, 2016 • Ii-Vi Inc • Optical instruments & lenses • Pennsylvania
THIS PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”) is dated as of the Grant Date, as specified in the applicable Summary of Award (as defined below), by and between II‑VI Incorporated, a Pennsylvania corporation (“II-VI”), and the Recipient, as specified in the applicable Summary of Award, who is a director, employee or consultant of II-VI or one of its Subsidiaries (the “Recipient”). For purposes of this Agreement, the term “Company” shall include II-VI and/or any Subsidiary of II-VI that the Recipient is employed by or may become employed by or provide services to during the Recipient’s employment by II-VI or any such Subsidiary.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 28th, 2018 • Ii-Vi Inc • Optical instruments & lenses • Pennsylvania
This AGREEMENT (this “Agreement”), is made as of ___________________, 2017, between II-VI Incorporated, a Pennsylvania corporation (the “Company”), and __________________________ (“Indemnitee”).
325,000,000 REVOLVING CREDIT FACILITY $100,000,000 TERM LOAN FACILITY THIRD AMENDED AND RESTATED CREDIT AGREEMENT by and among II-VI INCORPORATED, as the Borrower and THE GUARANTORS FROM TIME TO TIME PARTY HERETO and THE LENDERS PARTY HERETO and PNC...Credit Agreement • August 2nd, 2016 • Ii-Vi Inc • Optical instruments & lenses
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, modified, supplemented or restated, the “Agreement”) is dated as of July 28, 2016 and is made by and among II-VI INCORPORATED, a Pennsylvania corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”).
ContractRestricted Share Award Agreement • August 28th, 2013 • Ii-Vi Inc • Optical instruments & lenses • Pennsylvania
THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is dated as of the Grant Date, as specified in the applicable Summary of Award (as defined below), by and between II-VI Incorporated, a Pennsylvania corporation (“II-VI”), and the Recipient, as specified in the applicable Summary of Award, who is a director, employee or consultant of II-VI or one of its subsidiaries (the “Recipient”).
AMENDED AND RESTATED INVESTMENT AGREEMENT by and between II-VI INCORPORATED and BCPE Watson (DE) SPV, LP Dated as of March 30, 2021Investment Agreement • March 31st, 2021 • Ii-Vi Inc • Optical instruments & lenses • Delaware
THIS AMENDED AND RESTATED INVESTMENT AGREEMENT, is made as of March 30, 2021 (this “Agreement”), by and between II-VI Incorporated, a Pennsylvania corporation (the “Company”), and BCPE Watson (DE) SPV, LP, a Delaware limited partnership (together with its successors and any Affiliate that becomes a party hereto pursuant to Section 5.08(b) and Section 8.03, the “Investor”). Capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Article I or as otherwise defined elsewhere in this Agreement.
ASSET PURCHASE AGREEMENT between: II-VI INCORPORATED, a Pennsylvania corporation, and OCLARO TECHNOLOGY LIMITED, a company incorporated under the laws of England and Wales Dated as of October 10, 2013Asset Purchase Agreement • October 11th, 2013 • Ii-Vi Inc • Optical instruments & lenses • England and Wales
THIS ASSET PURCHASE AGREEMENT is entered into as of October 10, 2013, by and between II-VI Incorporated, a Pennsylvania corporation (the “Purchaser”) and OCLARO TECHNOLOGY LIMITED, a company incorporated under the laws of England and Wales with company number 2298887, having its principal office at Caswell Office, Towcester, Northamptonshire, NN12 8EQ, England (“Seller”). Certain capitalized terms used in this Agreement are defined in Annex A.
ContractPerformance Share Award Agreement • August 28th, 2013 • Ii-Vi Inc • Optical instruments & lenses • Pennsylvania
THIS PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”) is dated as of the Grant Date, as specified in the applicable Summary of Award (as defined below), by and between II-VI Incorporated, a Pennsylvania corporation (“II-VI”), and the Recipient, as specified in the applicable Summary of Award, who is a director, employee or consultant of II-VI or one of its subsidiaries (the “Recipient”).
II‑VI Incorporated Performance Unit Award AGREEMENTPerformance Unit Award Agreement • November 8th, 2016 • Ii-Vi Inc • Optical instruments & lenses • Pennsylvania
THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”) is dated as of the Grant Date, as specified in the applicable Summary of Award (as defined below), by and between II‑VI Incorporated, a Pennsylvania corporation (“II‑VI”), and the Recipient, as specified in the applicable Summary of Award, who is a director, employee or consultant of II‑VI or one of its Subsidiaries (the “Recipient”). For purposes of this Agreement, the term “Company” shall include II-VI and/or any Subsidiary of II-VI that the Recipient is employed by or may become employed by or provide services to during the Recipient’s employment by II-VI or any such Subsidiary.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 31st, 2019 • Ii-Vi Inc • Optical instruments & lenses • New York
AMENDMENT No. 1 (this “Amendment”), dated as of May 24, 2019, to the Credit Agreement dated as of March 4, 2019 (the “Credit Agreement”) is by and among II-VI Incorporated (the “Borrower”), Bank of America, N.A., as Administrative Agent (the “Administrative Agent”), Swing Line Lender and an L/C Issuer, and the other L/C Issuers and Lenders from time to time party thereto.
UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 1995 • Ii-Vi Inc • Optical instruments & lenses • New York
ContractEmployment Agreement • August 28th, 2018 • Ii-Vi Inc • Optical instruments & lenses • Pennsylvania
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this ___ day of ___________, 2017 (the “Effective Date”), by and between II-VI INCORPORATED, a Pennsylvania corporation, having a principal place of business at 375 Saxonburg Boulevard, Saxonburg, Butler County, Pennsylvania 16056 (the “Employer”), and ___________________, of ______________________________________________ (the “Employee”).
ContractStock Appreciation Rights Agreement • August 28th, 2013 • Ii-Vi Inc • Optical instruments & lenses • Pennsylvania
THIS STOCK APPRECIATION RIGHTS AGREEMENT (this “Agreement”) is dated as of the Grant Date, as specified in the applicable Summary of Award (as defined below), by and between II-VI Incorporated, a Pennsylvania corporation (“II-VI”), and the Recipient, as specified in the applicable Summary of Award, who is a director, employee or consultant of II-VI or one of its subsidiaries (the “Recipient”).
ContractRestricted Share Award Agreement • November 8th, 2016 • Ii-Vi Inc • Optical instruments & lenses • Pennsylvania
THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is dated as of the Grant Date, as specified in the applicable Summary of Award (as defined below), by and between II-VI Incorporated, a Pennsylvania corporation (“II-VI”), and the Recipient, as specified in the applicable Summary of Award, who is a director, employee or consultant of II-VI or one of its Subsidiaries (the “Recipient”). For purposes of this Agreement, the term “Company” shall include II-VI and/or any Subsidiary of II-VI that the Recipient is employed by or may become employed by or provide services to during the Recipient’s employment by II-VI or any such Subsidiary.
ContractEmployment Agreement • August 28th, 2018 • Ii-Vi Inc • Optical instruments & lenses • Pennsylvania
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 6th day of March, 2017 (the “Effective Date”), by and between II-VI INCORPORATED, a Pennsylvania corporation, having a principal place of business at 375 Saxonburg Boulevard, Saxonburg, Butler County, Pennsylvania 16056 (the “Employer”), and Jo Anne Schwendinger, of 2404 Railroad Street, Pittsburgh, PA 15222 (the “Employee”).
II‑VI Incorporated Performance Unit SETTLED IN shares AWARD AGREEMENTPerformance Unit Award Agreement • August 20th, 2021 • Ii-Vi Inc • Optical instruments & lenses • Pennsylvania
THIS PERFORMANCE UNIT AWARD AGREEMENT, including any general and jurisdiction-specific terms and conditions for the Recipient’s jurisdiction set forth in the appendices attached hereto, (this “Agreement”) is dated as of the Grant Date, as specified in the applicable Employee Grant Details (as defined below), by and between II‑VI Incorporated, a Pennsylvania corporation (“II‑VI”), and the Recipient, as specified in the applicable Employee Grant Details, who is a director, employee or consultant of II‑VI or one of its Subsidiaries (the “Recipient”).
ContractRestricted Share Unit Award Agreement • August 28th, 2013 • Ii-Vi Inc • Optical instruments & lenses • Pennsylvania
THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Agreement”) is dated as of the Grant Date, as specified in the applicable Summary of Award (as defined below), by and between II-VI Incorporated, a Pennsylvania corporation (“II-VI”), and the Recipient, as specified in the applicable Summary of Award, who is a director, employee or consultant of II-VI or one of its subsidiaries (the “Recipient”).
SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT made this 19th day of March, 2004 (the "Second Amendment"), is made by and among II-VI INCORPORATED, a Pennsylvania corporation (the "Borrower"), each of the Guarantors (as defined below), the...Credit Agreement • May 13th, 2004 • Ii-Vi Inc • Optical instruments & lenses
