Ade Corp Sample Contracts

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EXHIBIT 1 2,840,500 Shares ADE CORPORATION Common Stock ($.01 Par Value) UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • July 9th, 1997 • Ade Corp • Measuring & controlling devices, nec • Maryland
ADE CORPORATION REGISTRATION RIGHTS AGREEMENT
Corporation Registration Rights Agreement • June 26th, 1998 • Ade Corp • Measuring & controlling devices, nec • Massachusetts
ADE LOGO] EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment and Non-Competition Agreement • February 23rd, 2006 • Ade Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts

In consideration of Employee’s continued employment with ADE and other good and valuable consideration, including the salary and other remuneration and benefits paid by ADE to Employee while employed by ADE, and in consideration of the benefits provided in this Agreement the receipt and sufficiency of which is hereby acknowledged by the parties, the parties agree:

AMENDMENT NO. 1 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT
Non-Competition Agreement • October 14th, 2005 • Ade Corp • Instruments for meas & testing of electricity & elec signals

WHEREAS, ADE and the Employee are parties to a certain Employment and Non-Competition Agreement dated as of May 1, 2002 (the “Agreement”).

July 24, 2003
Joint Venture Agreement • July 29th, 2003 • Ade Corp • Instruments for meas & testing of electricity & elec signals

This letter will confirm our agreement with you relating to the sale and purchase of certain of JAL’s shares of capital stock (“Shares”) as follows:

STOCK OPTION AGREEMENT
Stock Option Agreement • December 12th, 2005 • Ade Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts

This Stock Option Agreement (this “Agreement”) is made as of this 18th day of May, 2005 by and between ADE Corporation, a Massachusetts corporation (the “Company”), and Landon T. Clay (the “Optionee”).

AMENDMENT NO. 2 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment and Non-Competition Agreement • March 13th, 2006 • Ade Corp • Instruments for meas & testing of electricity & elec signals

This AMENDMENT NO. 2 TO EMPLOYMENT AND NON-COMPETITION AGREEMENT (this “Amendment”) is made as of February 15, 2006 by and between ADE CORPORATION (the “Company”) and BRIAN JAMES (the “Executive”).

PURCHASE AND SALE AGREEMENT between ADE CORPORATION as Seller and NEW BOSTON FUND, INC. as Buyer for 80 Wilson Way Westwood, MA
Purchase and Sale Agreement • July 29th, 2003 • Ade Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts

This Purchase and Sale Agreement (this “Agreement”) is made by and between ADE Corporation, a Delaware corporation (the “Seller”) having an address at 80 Wilson Way, Westwood, Massachusetts, and New Boston Fund, Inc., a Delaware corporation, its successor and assigns (the “Buyer”) having an address at 60 State Street, Suite 1500, Boston, Massachusetts 02109.

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 14th, 2005 • Ade Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts

EXECUTIVE EMPLOYMENT AGREEMENT made as of September 30, 2005, by and between ADE CORPORATION, a Massachusetts corporation (the “Company”), having its principal offices at 80 Wilson Way, Westwood, MA 02090, and DR. CHRIS L. KOLIOPOULOS (the “Executive”), an individual with an address at 4080 N. Placita de Carrillo, Tucson, AZ 85750.

SECTION II. USE 1 SECTION III. TERM 1 SECTION IV. RENT 2 SECTION V. CONSTRUCTION AND PREPARATION OF THE PREMISES 2 SECTION VI. BUILDING AND EQUIPMENT 3 SECTION VII. FLOOR LOAD, HEAVY MACHINERY 5 SECTION VIII. SERVICES 5 SECTION IX. UTILITIES 5 SECTION...
Lease • September 15th, 2003 • Ade Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts

THIS LEASE (the “Lease”) made and entered into as of July 29, 2003 by and between WESTWOODNOMINEE TRUST, having a business address at 60 State Street, Suite 1500, Boston, Massachusetts (hereinafter called “Landlord”) and ADE CORPORATION, a Massachusetts corporation having a business address at 80 Wilson Way, Westwood, Massachusetts 02090-1806 (hereinafter called “Tenant”). It is expressly understood and agreed by Tenant that this Lease agreement represents an unconditional obligation on the part of Tenant to pay Rent and Additional Rent to Landlord pursuant to the terms and conditions herein contained, and as and when required hereby, independent of any express or implied covenants of Landlord to provide services or the right of quiet enjoyment to Tenant, either as set forth in this Lease or by operation of law except as may otherwise be provided herein.

GRAPHIC]
Employment and Non-Competition Agreement • July 29th, 2002 • Ade Corp • Instruments for meas & testing of electricity & elec signals • Massachusetts
ADE CORPORATION [INSERT NAME OF OPTION PLAN] AGREEMENT EVIDENCING GRANTING OF STOCK OPTION AND ACKNOWLEDGMENT OF RECEIPT
Ade Corp • July 26th, 2005 • Instruments for meas & testing of electricity & elec signals

ADE Corporation (the “Company”) hereby grants to the Participant named above, as of the date set forth above, an option (the “Option”) under the Company’s [Name of Stock Option Plan] (the “Plan”) to purchase the number of shares of the Company’s Common Stock, $.01 par value, at the exercise price and in accordance with the vesting schedule set forth above. The Option is intended to be an incentive stock option, or “ISO.”

THIRD AMENDMENT
Ade Corp • July 29th, 1997 • Measuring & controlling devices, nec • Massachusetts
AGREEMENT AND PLAN OF MERGER dated as of February 22, 2006 among KLA-TENCOR CORPORATION, ADE CORPORATION and SOUTH ACQUISITION CORPORATION
Agreement and Plan of Merger • February 23rd, 2006 • Ade Corp • Instruments for meas & testing of electricity & elec signals • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 22, 2006 among KLA-Tencor Corporation, a Delaware corporation (“Parent”), ADE Corporation, a Massachusetts corporation (the “Company”), and South Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).

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STANDBY LETTER OF CREDIT AGREEMENT Dated as of July 22, 2004 between ADE CORPORATION and FLEET NATIONAL BANK
Letter of Credit Agreement • September 9th, 2004 • Ade Corp • Instruments for meas & testing of electricity & elec signals

This STANDBY LETTER OF CREDIT AGREEMENT is made as of July 22, 2004, by and among ADE CORPORATION (the “Borrower”), a Delaware corporation having its principal place of business at 80 Wilson Way, Westwood, Massachusetts 02090, and FLEET NATIONAL BANK, a national banking association.

AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 13th, 2006 • Ade Corp • Instruments for meas & testing of electricity & elec signals

This AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made as of February 15, 2006 by and between ADE CORPORATION (the “Company”) and DR. CHRIS L. KOLIOPOULOS (the “Executive”).

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