January 5, 2009
Exhibit 10.1
January 5, 2009
Xxxxxx Press Partners, LLC
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Re: Amendment No. 1 to Letter Agreement
Ladies and Gentlemen:
This letter agreement (this “Agreement”) amends certain of the provisions of the letter agreement dated January 31, 2008 (the “Prior Letter Agreement”) by and among Coherent, Inc., a Delaware corporation (the “Company”), on the one hand, and Xxxxxx Press Partners, LLC, Xxxxxx Press Investors, LLC, Xxxxxxxx X. Xxxxxx and Xxxxxxxx Press (hereinafter collectively referred to as the “OPP Parties”), on the other hand. Capitalized terms used but not defined in this Agreement shall have the meanings given to them in the Prior Letter Agreement. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Prior Letter Agreement is hereby amended as follows:
1. The second sentence of Section 1(a) of the Prior Letter Agreement is amended to read:
“The Company shall include Xxxxxxxx Press among its slate of candidates (the “Slate”) to be presented to the stockholders of the Company at the Company’s next annual meeting of stockholders to be held in 2009, including any postponement or adjournment thereof (the “Next Annual Meeting”).”
2. The last sentence of Section 1(a) of the Prior Letter Agreement shall be deleted.
3. The phrase “date of the Next Annual Meeting and Xxxxxxxx Press’ election to the Board” in the first sentence of Section 1(d) of the Prior Letter Agreement shall be replaced with “date of this letter agreement”.
4. The phrase “If Xxxxxxxx Press is elected to the Board at the Next Annual Meeting, for” in the first sentence of Section 1(e) of the Prior Letter Agreement shall be replaced with “For”.
5. The phrase “if he is elected to the Board at the Next Annual Meeting, he will owe” in the first sentence of Section 1(f) of the Prior Letter Agreement shall be replaced with “he owes”.
6. The phrase “For a period beginning on the date hereof and continuing until (x) the first (1st) anniversary of the Next Annual Meeting if Xxxxxxxx Press is elected to the Board at the Next Annual Meeting, or” in the first sentence of Section 4 shall be replaced with “For a period beginning on the date hereof and continuing until the earlier to occur of (x) the first (1st) anniversary of the Next Annual Meeting and”.
If the foregoing is acceptable, kindly sign and return a duplicate copy of this Agreement to the undersigned.
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Very truly yours, |
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COHERENT, INC. |
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By: |
/s/ Xxxx X. Xxxxxxxx |
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Name: Xxxx X. Xxxxxxxx, PhD |
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Title: Chief Executive Officer and President |
Agreed to by: |
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XXXXXX PRESS PARTNERS, LLC |
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By: |
/s/ Xxxxxxxx X. Xxxxxx |
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Name: Xxxxxxxx X. Xxxxxx |
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Title: Managing Member |
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XXXXXX PRESS INVESTORS, LLC |
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By: |
/s/ Xxxxxxxx Press |
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Name: Xxxxxxxx Press |
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Title: Managing Member |
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XXXXXXXX X. XXXXXX |
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/s Xxxxxxxx X. Xxxxxx |
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XXXXXXXX PRESS |
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/s/ Xxxxxxxx Press |
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