Fsi International Inc Sample Contracts

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Exhibit 2.1(b) SEMICONDUCTOR SYSTEMS, INC. EMPLOYMENT AGREEMENT
Incentive Stock Option Agreement • March 21st, 1996 • Fsi International Inc • Special industry machinery, nec • Minnesota
WITNESSETH
Management Agreement • April 10th, 2001 • Fsi International Inc • Special industry machinery, nec • Minnesota
1 EXHIBIT 1 =================================================================== ============= SHARE RIGHTS AGREEMENT FSI INTERNATIONAL, INC.
Rights Agreement • June 5th, 1997 • Fsi International Inc • Special industry machinery, nec • Illinois
RECITALS
Fsi International Inc • November 22nd, 1995 • Special industry machinery, nec
FSI INTERNATIONAL, INC. Common Stock PURCHASE AGREEMENT
Purchase Agreement • June 9th, 2010 • Fsi International Inc • Special industry machinery, nec • New York

CRAIG-HALLUM CAPITAL GROUP LLC As Manager for the Underwriters named in Schedule I c/o Craig-Hallum Capital Group LLC 222 South Ninth Street, Suite 350 Minneapolis, Minnesota 55402

AGREEMENT AND PLAN OF MERGER by and among FSI INTERNATIONAL, INC., TOKYO ELECTRON LIMITED and RB MERGER CORP. Dated as of August 13, 2012
Agreement and Plan of Merger • August 14th, 2012 • Fsi International Inc • Special industry machinery, nec • New York

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 13, 2012, by and among FSI International, Inc., a Minnesota corporation (the “Company”), Tokyo Electron Limited, a Japanese corporation (“Parent”), and RB Merger Corp., a Minnesota corporation and wholly-owned Subsidiary of Parent (“Merger Sub”).

RECITALS:
Voting Agreement and Proxy • August 26th, 2004 • Fsi International Inc • Special industry machinery, nec • California
LEASE
Lease • November 22nd, 1995 • Fsi International Inc • Special industry machinery, nec
EXHIBIT 2.1 STOCK AND ASSET PURCHASE AGREEMENT BY AND BETWEEN APPLIED MATERIALS, INC.
Stock and Asset Purchase Agreement • August 26th, 2004 • Fsi International Inc • Special industry machinery, nec • California
EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2012 • Fsi International Inc • Special industry machinery, nec • Minnesota

This Employment Agreement (this “Agreement”) is entered into as of August 13, 2012, by and between FSI International, Inc., a Minnesota corporation (the “Company”), and Benno G. Sand (“Executive”) (collectively, the “Parties”).

1 EXHIBIT 2 [CONFORMED COPY] AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • January 27th, 1999 • Fsi International Inc • Special industry machinery, nec • Minnesota
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Fourth Amendment to Share Rights Agreement
Share Rights Agreement • January 13th, 2005 • Fsi International Inc • Special industry machinery, nec

This Fourth Amendment (this “Amendment”) is made as of January 12, 2005 between FSI International, Inc., a Minnesota corporation (the “Company”), and Computershare Investor Services (the “Rights Agent”) to amend the Share Rights Agreement between the Company and the Rights Agent dated as of May 22, 1997, as previously amended on March 26, 1998, March 9, 2000, and April 3, 2002 (as so amended, the “Original Agreement”).

FSI INTERNATIONAL, INC. (As Amended and Restated January 2012) Restricted Stock Award Agreement
Restricted Stock Award Agreement • March 29th, 2012 • Fsi International Inc • Special industry machinery, nec • Minnesota

FSI International, Inc. (the “Company”), pursuant to Section 7 of its 2008 Omnibus Incentive Plan (as amended and restated January 2012) (the “Plan”), hereby grants an award of Restricted Stock to you, the Participant named below. The terms and conditions of this restricted stock Award are set forth in this Restricted Stock Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

TRANSITION AGREEMENT by and between FSI INTERNATIONAL, INC. and METRON TECHNOLOGY N.V. dated as of OCTOBER 9, 2002
Transition Agreement • April 8th, 2003 • Fsi International Inc • Special industry machinery, nec • Minnesota

This TRANSITION AGREEMENT, made and entered into as of this 9th day of October 2002, by and between FSI INTERNATIONAL, INC., a corporation organized and existing under the laws of the state of Minnesota, United States of America (“FSI”), and METRON TECHNOLOGY N.V., a company organized as a Naamloze Vennootschap under the laws of the Netherlands (“Metron”).

FIRST AMENDMENT TO TRANSITION AGREEMENT
Transition Agreement • April 15th, 2003 • Fsi International Inc • Special industry machinery, nec

THIS AMENDMENT (the “Amendment”) is made as of this 5th day of February, 2003 to that certain Transition Agreement dated as of October 9, 2003 (the “Transition Agreement”) by and between FSI INTERNATIONAL, INC. (“FSI”), a corporation organized and existing under the laws of the state of Minnesota and METRON TECHNOLOGY N.V., a company organized as a Naamloze Vennootschap under the laws of the Netherlands (“Metron”).

SEVERANCE AGREEMENT
Severance Agreement • March 31st, 2008 • Fsi International Inc • Special industry machinery, nec • Minnesota

THIS SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of the 28th day of March, 2008 (the “Effective Date”), by and between FSI International, Inc., a Minnesota corporation (hereinafter “FSI”), and Patricia M. Hollister, currently an officer and employee of FSI (hereinafter “Employee”).

FORM OF INCENTIVE STOCK OPTION AGREEMENT FSI INTERNATIONAL, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • November 4th, 2011 • Fsi International Inc • Special industry machinery, nec • Minnesota

This is an INCENTIVE STOCK OPTION AGREEMENT (“Agreement”) between FSI International, Inc., a Minnesota corporation (the “Company”), and the Optionee identified above (the “Optionee”) effective as of the date of grant specified above.

FSI INTERNATIONAL, INC. (As Amended and Restated January 2012) STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTOR
Stock Option Agreement for Non • March 29th, 2012 • Fsi International Inc • Special industry machinery, nec • Minnesota

FSI International, Inc. (the “Company”), pursuant to Section 9.3 of its 2008 Omnibus Incentive Plan (as amended and restated January 2012) (the “Plan”), hereby grants to the Non-Employee Director named below (“Optionee”) an Option to purchase the number of shares of the Company’s common stock shown below. The terms and conditions of this Option Award are set forth in this Stock Option Agreement (the “Agreement”), consisting of Option Award Table below and the Terms and Conditions on the following pages, and in the Plan document which will either be provided with the Company letter advising you of the grant or will be accessible on the Solium Capital (The “Third Party”) plan administrators web site under the subheading “Shareworks”. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

FSI INTERNATIONAL, INC. (As Amended and Restated January 2012) NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • March 29th, 2012 • Fsi International Inc • Special industry machinery, nec • Minnesota

FSI International, Inc. (the “Company”), pursuant to Section 9 of its 2008 Omnibus Incentive Plan (as amended and restated January 2012) (the “Plan”), hereby grants to the Optionee named below an Option to purchase the number of shares of the Company’s common stock shown below. The terms and conditions of this Option Award are set forth in this Non-Statutory Stock Option Agreement (the “Agreement”), consisting of the Option Award Table and the Terms and Conditions on the following pages, and in the Plan document which will either be provided with the Company letter advising you of the grant or will be accessible on the Solium Capital (the “Third Party”) plan administrators web site under the subheading “Shareworks”. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.

MANAGEMENT AGREEMENT
Management Agreement • March 31st, 2008 • Fsi International Inc • Special industry machinery, nec • Minnesota

THIS AMENDED AND RESTATED AGREEMENT (this “Agreement”) is entered into as of March 28, 2008 (the “Effective Date”) by and between FSI International, Inc., a Minnesota corporation (the “Company”), and Donald S. Mitchell (the “Employee”).

SECOND AMENDMENT TO TRANSITION AGREEMENT
Transition Agreement • April 15th, 2003 • Fsi International Inc • Special industry machinery, nec

This AMENDMENT (the “Amendment”) is made as of this 28th day of February, 2003 to that certain Transition Agreement dated as of October 9, 20023 and as amended by the First Amendment thereto (as amended, the “Transition Agreement”) by and between FSI INTERNATIONAL, INC. (“FSI”), a corporation organized and existing under the laws of the state of Minnesota, and METRON TECHNOLOGY N.V., a company organized as a Naamloze Vennootschap under the laws of the Netherlands (“Metron”).

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