EXHIBIT 2.2
VOTING AGREEMENT
VOTING AGREEMENT, dated as of July 11, 2002 (this "AGREEMENT"), among
each of the individuals listed on SCHEDULE A to this Agreement (each, an "FEI
STOCKHOLDER" and collectively, the "FEI STOCKHOLDERS"), and Veeco Instruments
Inc., a Delaware corporation (the "COMPANY" and, collectively with the FEI
Stockholders, the "PARTIES"). Capitalized terms used in this Agreement but not
otherwise defined herein shall have the respective meanings ascribed to such
terms in the Merger Agreement.
WHEREAS, FEI Company, an Oregon corporation ("FEI"), Venice
Acquisition Corp., an Oregon corporation and a wholly owned subsidiary of the
Company ("ACQUISITION"), and the Company have entered into an Agreement and Plan
of Merger, dated as of July 11, 2002 (the "MERGER AGREEMENT"), which provides
that, among other things, on the terms and subject to the conditions set forth
therein, Acquisition shall be merged with and into FEI (the "MERGER"), and each
share of FEI Common Stock will be converted into the right to receive 1.355
shares of common stock, $0.01 par value per share (the "COMPANY STOCK"), of the
Company;
WHEREAS, each FEI Stockholder owns the number of Existing FEI Shares
(as defined herein) set forth opposite such FEI Stockholder's name on SCHEDULE A
hereto and the FEI Stockholders collectively own in the aggregate 607,648
Existing FEI Shares;
WHEREAS, this Agreement is the FEI Stockholders Voting Agreement
contemplated by and referred to in the third "WHEREAS" clause to the Merger
Agreement; and
WHEREAS, as a condition to the willingness of the Company to enter
into the Merger Agreement, the Company has requested that the FEI Stockholders
enter into this Agreement.
4
NOW, THEREFORE, to induce the Company to enter into, and in
consideration of its entering into, the Merger Agreement, and in consideration
of the mutual covenants and agreements set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties to this Agreement, intending to be legally bound,
hereby agree as follows:
ARTICLE I
DEFINITIONS AND CONSTRUCTION
1.01 As used in this Agreement, the following terms have the
respective meanings ascribed to them in this Section.
(a) "BENEFICIALLY OWN" or "BENEFICIAL OWNERSHIP" with respect to any
securities means having "beneficial ownership" of such securities (as determined
pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any
agreement, arrangement or understanding, whether or not in writing. Without
duplicative counting of the same securities by the same holder, securities
Beneficially Owned by a person or entity shall include securities Beneficially
Owned by all other persons or entities with whom such person or entity would
constitute a "group" within the meaning of Section 13(d) of the Exchange Act
with respect to securities of the same issuer.
(b) "EFFECTIVE TIME" has the meaning set forth in the Merger
Agreement.
(c) "EXCHANGE ACT" means the United States Securities Exchange Act of
1934, as amended.
(d) "EXISTING FEI SHARES" means all shares of FEI Common Stock
Beneficially Owned by such FEI Stockholder on the date of this Agreement, in
each case, if and to the extent entitled to be voted.
(e) "FEI ACQUISITION PROPOSAL" has the meaning set forth in the
Merger Agreement.
(f) "FEI ACQUISITION TRANSACTION" has the meaning set forth in the
Merger Agreement.
(g) "NASDAQ" has the meaning set forth in the Merger Agreement.
(h) "PROXY" means a proxy in the form of EXHIBIT A attached to this
Agreement.
(i) "STOCKHOLDER FEI SHARES" means the Existing FEI Shares and any
shares of FEI Common Stock and/or other equity securities of, or equity
interests in, FEI acquired by such FEI Stockholder in any capacity after the
date of this Agreement and prior to the termination of this Agreement, whether
upon the exercise of options, warrants or rights, the conversion or exchange of
convertible or exchangeable securities, or by means of purchase, dividend,
distribution, split-up, recapitalization, combination, exchange of shares or the
like, gift, bequest, inheritance or as a successor in interest in
any capacity or otherwise Beneficially Owned by such FEI Stockholder, in each
case, if and to the extent entitled to be voted.
(j) "TRANSFER" means any direct or indirect sale, transfer, pledge,
assignment or other disposition of, or entry into any contract, option or other
arrangement with respect to the sale, transfer, pledge, assignment or other
disposition of, any Stockholder FEI Shares by such FEI Stockholder (in each of
the foregoing, whether voluntary or involuntary, by operation of law or
otherwise).
(k) "TRANSFEREE" any person or entity to whom a Transfer is made.
(l) "SUPERIOR FEI PROPOSAL" has the meaning set forth in the Merger
Agreement.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.01 FEI STOCKHOLDER REPRESENTATIONS AND WARRANTIES. Each FEI
Stockholder represents and warrants to the Company as follows:
(a) Such FEI Stockholder has all power and authority necessary to
enable it to enter into this Agreement and the Proxy and to carry out the
transactions contemplated hereby and thereby. This Agreement and the Proxy have
been duly executed and delivered by such FEI Stockholder and each constitutes a
legal, valid and binding obligation, enforceable against such FEI Stockholder in
accordance with its terms.
(b) Neither the execution and delivery of this Agreement or the
Proxy, nor the consummation of the transactions contemplated by this Agreement,
the Proxy or by any document to be delivered in accordance herewith or therewith
will violate, result in a breach of, or constitute a default (or an event which,
with notice or lapse of time or both would constitute a default) under (i) any
agreement or instrument to which such FEI Stockholder is a party or by which it
is bound, or (ii) any law, or any order, rule or regulation of any court or
governmental authority or other regulatory organization having jurisdiction over
it.
(c) Except as set forth in the Merger Agreement and the schedules
thereto, no governmental filings, authorizations, approvals or consents, or
other governmental action, is required for (i) the execution and delivery of
this Agreement or the Proxy, (ii) the performance by such FEI Stockholder of its
obligations under this Agreement and the Proxy, or (iii) the consummation by
such FEI Stockholder of the transactions contemplated by this Agreement and the
Proxy.
(d) Such FEI Stockholder is the record and Beneficial Owner of the
number of Existing FEI Shares set forth opposite such FEI Stockholder's name on
SCHEDULE A hereto. On the date of this Agreement, such Existing FEI Shares
constitute all of the shares of FEI Common Stock owned of record or Beneficially
Owned by such FEI Stockholder.
(e) Such FEI Stockholder owns the number of Existing FEI Shares set
forth opposite such FEI Stockholder's name on SCHEDULE A hereto, free and clear
of any liens, claims, security interests, proxies, voting trusts or agreements,
restrictions, qualifications, limitations, understandings or arrangements which
would in any way restrict or impair such FEI Stockholder's right to vote such
Existing FEI Shares in its sole discretion, or could require such FEI
Stockholder to sell or transfer any of such Existing FEI Shares (whether upon
default on a loan or otherwise) before the Effective Time.
(f) Such FEI Stockholder has sufficient voting power and sufficient
power to issue instructions and sufficient power to agree to the matters set
forth in this Agreement with respect to all of such FEI Stockholder's Existing
FEI Shares.
(g) The obligations of such FEI Stockholder under this Agreement
shall survive the death, disability or incapacity of such FEI Stockholder.
2.02 COMPANY REPRESENTATIONS AND WARRANTIES. The Company hereby
represents and warrants to the FEI Stockholders as follows:
(a) The Company is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization. The Company has
all power and authority necessary to enable it to enter into this Agreement and
to carry out the transactions contemplated hereby. This Agreement has been duly
and validly authorized, executed and delivered by the Company and constitutes a
legal, valid and binding obligation, enforceable against it in accordance with
its terms.
(b) Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated by this Agreement will violate,
result in a breach of, or constitute a default (or an event which, with notice
or lapse of time or both would constitute a default) under (i) the Company's
certificate of incorporation or similar organizational or governing documents,
(ii) any agreement or instrument to which the Company is a party or by which it
is bound, or (iii) any law, or any order, rule or regulation of any court or
governmental authority or other regulatory organization having jurisdiction over
it.
(c) Except as set forth in the Merger Agreement and the schedules
thereto, no governmental filings, authorizations, approvals or consents, or
other governmental action, is required for (i) the execution and delivery of
this Agreement, (ii) the performance by the Company of its obligations under
this Agreement, or (iii) the consummation by the Company of the transactions
contemplated by this Agreement.
ARTICLE III
AGREEMENTS IN RESPECT OF THE STOCKHOLDER FEI SHARES
3.01 VOTE FOR MERGER.
(a) Such FEI Stockholder shall cause its Stockholder FEI Shares to be
counted as present for purposes of establishing a quorum at any meeting of
stockholders of FEI called to vote upon the Merger, or at any adjournment or
postponement thereof, or in any other circumstances upon which a vote, consent
or other approval with respect to the Merger is sought, and shall cause such
Stockholder FEI Shares to be voted or consented in favor of approving the
Merger; PROVIDED that nothing set forth in this Section 3.01(a) or in the Proxy
is intended or shall be construed to restrict or impair the right of such FEI
Stockholder to vote or consent (or cause to be voted or consented) any of its
Stockholder FEI Shares in favor of any Superior FEI Proposal or related FEI
Acquisition Transaction.
(b) In order to effectuate the voting arrangements contemplated by
Sections 3.01(a) and 3.02, contemporaneously with the execution and delivery by
the FEI Stockholders and the Company of this Agreement, and as a condition to
such execution and delivery by the Company, such FEI Stockholder is delivering
to the Company the Proxy, duly executed by or on behalf of such FEI Stockholder;
PROVIDED that nothing set forth in this Section 3.01(b) or in the Proxy is
intended or shall be construed to restrict or impair the right of such FEI
Stockholder to vote or consent (or cause to be voted or consented) any of its
Stockholder FEI Shares in favor of any Superior FEI Proposal or related FEI
Acquisition Transaction.
3.02 VOTE AGAINST CERTAIN MATTERS. Prior to the Effective Time, such
FEI Stockholder shall cause its Stockholder FEI Shares to be counted as present
for purposes of establishing a quorum at any meeting of stockholders of FEI
called, or at any adjournment or postponement thereof, or in any other
circumstances upon which a vote, consent or other approval is sought, and shall
cause its Stockholder FEI Shares to be voted or consented against any proposal
or transaction involving FEI or any of its subsidiaries that would prevent or
nullify the Merger or the Merger Agreement (any such proposal or transaction, a
"PARTICULAR MATTER"); PROVIDED that nothing set forth in this Section 3.02 or
such Proxy is intended or shall be construed to restrict or impair the right of
such FEI Stockholder to vote or consent (or cause to be voted or consented) any
of its Stockholder FEI Shares in favor of any Superior FEI Proposal or related
FEI Acquisition Transaction.
3.03 TRANSFERS; OTHER VOTING ARRANGEMENTS.
(a) Such FEI Stockholder may not Transfer any Stockholder FEI Shares
except to a Transferee that has made a Superior FEI Proposal in the FEI
Acquisition Transaction contemplated by such Superior FEI Proposal.
(b) Such FEI Stockholder shall not, directly or indirectly, enter
into any voting arrangement, whether by proxy, voting arrangement, voting
agreement, voting trust or otherwise with respect to any of its Stockholder FEI
Shares, other than this Agreement and the Proxy; PROVIDED that nothing set forth
in this Section 3.03 or in the Proxy is intended or shall be construed to
restrict or impair the right of such FEI Stockholder to vote or consent (or
grant a proxy causing to be voted or consented) any of its Stockholder FEI
Shares in favor of any Superior FEI Proposal or related FEI Acquisition
Transaction.
(c) Such FEI Stockholder shall not, directly or indirectly, take any
action that would or could reasonably be expected to invalidate or in any way
limit the enforceability by the Proxyholders (as defined in the Proxy) of the
Proxy.
(d) Notwithstanding any provision of this Agreement to the contrary,
nothing in this Agreement shall limit or restrict such FEI Stockholder from
acting in his or her capacity as a director or officer of FEI (it being
understood that this Agreement shall apply to such FEI Stockholder solely in
such FEI Stockholder's capacity as a stockholder of FEI). No conduct or action
taken by such FEI Stockholder, if such FEI Stockholder is also a director or
officer of FEI (in his or her capacity as such), shall be deemed to constitute a
breach of any provision of this Agreement.
3.04 Confidentiality. Prior to the first public announcement by the
Company and FEI of the Merger Agreement, the Merger and the other transactions
contemplated thereby, such FEI Stockholder shall not disclose to any person or
entity any information concerning the Merger Agreement, the Merger or the other
transactions contemplated thereby, or the discussions concerning the same,
PROVIDED, that nothing set forth in this Section 3.04 is intended or shall be
construed to restrict or impair the ability of such FEI Stockholder to comply
with its reporting obligations under applicable laws and stock exchange
(including NASDAQ) regulations, in which event such FEI Stockholder shall give
prior notice of such disclosure to the Company as promptly as practicable so as
to enable the Company to seek a protective order from a court of competent
jurisdiction with respect thereto or similar relief in connection therewith.
3.05 DISCLOSURE. Such FEI Stockholder acknowledges that the Company
and/or FEI may be obligated to disclose in governmental and stock exchange
(including NASDAQ) filings such FEI Stockholder's identity, facts concerning
such FEI Stockholder's ownership of Stockholder FEI Shares and the nature of the
commitments, arrangements and understandings set forth in this Agreement, the
Proxy, and any other agreements executed and delivered in connection with the
Merger, together with such other information as may be required by applicable
laws and stock exchange (including NASDAQ) regulations.
3.06 NO SOLICITATION. Subject to Section 3.03(d), such FEI Stockholder
shall not solicit, initiate, encourage, induce or facilitate the making,
submission or announcement of any FEI Acquisition Proposal, or engage in
discussions or negotiations
with any person or entity (other than with FEI and the Company or any of their
Affiliates or Representatives) with respect to any FEI Acquisition Proposal,
other than any Superior FEI Proposal or related FEI Acquisition Transaction.
Such FEI Stockholder shall promptly advise FEI and the Company of any FEI
Acquisition Proposal (including the identity of the person or entity making or
submitting such FEI Acquisition Proposal and the terms thereof) that is made or
submitted by any person or entity after the date of this Agreement. Such FEI
Stockholder shall keep FEI and the Company reasonably informed with respect to
the status of any such FEI Acquisition Proposal. Such FEI Stockholder shall
immediately cease and cause to be terminated any existing discussions with any
person or entity that relate to any FEI Acquisition Proposal or FEI Acquisition
Transaction, other than discussions or negotiations with FEI and the Company or
their Affiliates or Representatives.
ARTICLE IV
MISCELLANEOUS
4.01 TERMINATION OF AGREEMENT. The provisions of this Agreement and
the Proxy shall automatically terminate upon, and be of no further force or
effect after, the earliest to occur of (i) the termination of the Merger
Agreement in accordance with its terms, (ii) the Effective Time, and (iii) the
execution and delivery by any party to the Merger Agreement of any amendment
thereto which would cause each share of FEI Stock to be converted into the right
to receive fewer than 1.355 shares of Company Stock (as adjusted for any stock
splits, reverse stock splits, stock dividends or similar events).
4.02 ENTIRE AGREEMENT. This Agreement and the Proxy contain the entire
agreement among the parties relating to the transactions which are the subject
of this Agreement, and all prior and contemporaneous negotiations,
understandings and agreements among the parties (whether written or oral) with
regard to the subject matter of this Agreement are superseded by this Agreement,
and there are no representations, warranties, understandings or agreements
concerning the transactions which are the subject of this Agreement or those
other documents other than those expressly set forth in this Agreement.
4.03 CAPTIONS. The captions of the articles and paragraphs of this
Agreement are for reference only, and do not affect the meaning or
interpretation of this Agreement.
4.04 BINDING AGREEMENT; ASSIGNMENT.
(a) Such FEI Stockholder agrees that this Agreement and the
obligations hereunder shall attach to its Stockholder FEI Shares and shall be
binding upon any person to which record or Beneficial Ownership of such
Stockholder FEI Shares shall pass, whether by operation of law or otherwise,
including, without limitation,
such FEI Stockholder's successors, partners or Transferees (for value or
otherwise) and any other successors in interest. Notwithstanding any transfer of
FEI Common Stock, the transferor shall remain liable for the performance of all
obligations under this Agreement of the transferor.
(b) Notwithstanding anything to the contrary set forth herein, except
in accordance with Section 3.03(a) hereto, no party hereto may assign any of its
rights or obligations hereunder, by operation of law or otherwise, without the
prior written consent of the other parties hereto; PROVIDED that the Company may
assign, in its sole discretion, its rights and obligations hereunder to any
direct or indirect wholly owned subsidiary of the Company, but no such
assignment shall relieve the Company of its obligations hereunder if such
assignee does not perform such obligations.
4.05 NOTICES AND OTHER COMMUNICATIONS. Any notice or other
communication under this Agreement must be in writing and will be deemed given
when delivered in person or sent by facsimile (with proof of receipt at the
number to which it is required to be sent), or on the third business day after
the day on which mailed by first class mail from within the United States of
America, to the following addresses (or such other address as may be specified
after the date of this Agreement by the party to which the notice or
communication is sent):
If to the Company to:
Veeco Instruments Inc.
Corporate Headquarters
000 Xxxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
with a copy to:
Xxxx Xxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxx, Esq.
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
If to such FEI Stockholder:
Address set forth on the signature page hereto
4.06 GOVERNING LAW. THIS AGREEMENT AND THE PROXY SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OREGON APPLICABLE TO
AGREEMENTS MADE AND PERFORMED IN SUCH STATE AND WITHOUT REGARD TO CONFLICTS OF
LAWS DOCTRINES.
4.07 AMENDMENTS. Prior to the Effective Time, this Agreement may be
amended only by a document in writing signed by each of the parties hereto.
4.08 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, some of which may contain the signatures of some, but not all, the
parties hereto. Each of those counterparts will be deemed an original, but all
of them together will constitute one and the same Agreement.
4.09 SEVERABILITY. If any provision of this Agreement is held to be
illegal, invalid or unenforceable, and if the rights or obligations of any party
hereto under this Agreement will not be materially and adversely affected
thereby, (i) such provision will be fully severable, (ii) this Agreement will be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof, (iii) the remaining provisions of this
Agreement will remain in full force and effect and will not be affected by the
illegal, invalid or unenforceable provision or by its severance herefrom and
(iv) in lieu of such illegal, invalid or unenforceable provision, there will be
added automatically as a part of this Agreement a legal, valid and enforceable
provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible.
4.10 ENFORCEMENT. The parties hereto agree that irreparable damage
would occur in the event that any of the provisions of this Agreement and the
Proxy were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties hereto shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and the Proxy and to enforce specifically the terms and provisions of this
Agreement and the Proxy in any Federal court located in the State of Delaware or
in a Delaware state court, this being in addition to any other remedy to which
they are entitled at law or in equity. In addition, each of the Parties hereto
(i) consents to the personal jurisdiction of any Federal court located in the
State of Delaware or any Delaware state court in any action or proceeding
relating to or arising out of this Agreement (including, with respect to the
Stockholder, the Proxy) or any of the transactions contemplated hereby, (ii)
agrees that such Party will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court, (iii)
agrees that such Party will not seek to change the venue of any such action or
proceeding or otherwise to move any such action or proceeding to another court,
whether because of inconvenience of the forum or otherwise (PROVIDED that
nothing in this Section will prevent a party from removing an action or
proceeding from a Delaware state court to a Federal court located in the State
of Delaware), (iv) agrees that such Party will not bring any action relating to
this Agreement or the Proxy or any of the transactions contemplated hereby or
thereby in any court other than a Federal court sitting in the State
of Delaware or a Delaware state court and (v) waives any right to trial by jury
with respect to any claim or proceeding related to or arising out of this
Agreement or the Proxy or any of the transactions contemplated hereby or
thereby.
4.11 FURTHER ASSURANCES. From time to time, at the Company's request
and without further consideration, such FEI Stockholder shall execute and
deliver such additional documents and take all such further lawful action as may
be necessary or appropriate to effect the full and prompt performance of such
FEI Stockholder's obligations pursuant to this Agreement and the validity and
enforceability of the Proxy.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
authorized and signed as of the date in the first paragraph of this Agreement.
THE "COMPANY"
VEECO INSTRUMENTS INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman, Chief Executive Officer and
President
FEI STOCKHOLDER
By: /s/ Xxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: President and Chief Executive Officer
Address for Notice:
____________________________________
____________________________________
____________________________________
____________________________________
Facsimile No.:______________________
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
authorized and signed as of the date in the first paragraph of this Agreement.
THE "COMPANY"
VEECO INSTRUMENTS INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman, Chief Executive Officer and
President
FEI STOCKHOLDER
By: /s/ Xxx XxxXxxxxxx
--------------------------------
Name: Xxx XxxXxxxxxx
Title: Director
Address for Notice:
____________________________________
____________________________________
____________________________________
____________________________________
Facsimile No.:______________________
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
authorized and signed as of the date in the first paragraph of this Agreement.
THE "COMPANY"
VEECO INSTRUMENTS INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman, Chief Executive Officer and
President
FEI STOCKHOLDER
By: /s/ Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxxxxxx
Title:
Address for Notice:
____________________________________
____________________________________
____________________________________
____________________________________
Facsimile No.:______________________
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
authorized and signed as of the date in the first paragraph of this Agreement.
THE "COMPANY"
VEECO INSTRUMENTS INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman, Chief Executive Officer and
President
FEI STOCKHOLDER
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
Address for Notice:
____________________________________
____________________________________
____________________________________
____________________________________
Facsimile No.:______________________
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
authorized and signed as of the date in the first paragraph of this Agreement.
THE "COMPANY"
VEECO INSTRUMENTS INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman, Chief Executive Officer and
President
FEI STOCKHOLDER
By: /s/ Xxxxxxx Epzstein
--------------------------------
Name: Xxxxxxx Epzstein
Title:
Address for Notice:
____________________________________
____________________________________
____________________________________
____________________________________
Facsimile No.:______________________
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
authorized and signed as of the date in the first paragraph of this Agreement.
THE "COMPANY"
VEECO INSTRUMENTS INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman, Chief Executive Officer and
President
FEI STOCKHOLDER
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title:
Address for Notice:
____________________________________
____________________________________
____________________________________
____________________________________
Facsimile No.:______________________
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
authorized and signed as of the date in the first paragraph of this Agreement.
THE "COMPANY"
VEECO INSTRUMENTS INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman, Chief Executive Officer and
President
FEI STOCKHOLDER
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title:
Address for Notice:
____________________________________
____________________________________
____________________________________
____________________________________
Facsimile No.:______________________
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
authorized and signed as of the date in the first paragraph of this Agreement.
THE "COMPANY"
VEECO INSTRUMENTS INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman, Chief Executive Officer and
President
FEI STOCKHOLDER
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President and General Counsel
Address for Notice:
____________________________________
____________________________________
____________________________________
____________________________________
Facsimile No.:______________________
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
authorized and signed as of the date in the first paragraph of this Agreement.
THE "COMPANY"
VEECO INSTRUMENTS INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman, Chief Executive Officer and
President
FEI STOCKHOLDER
By: /s/ Xxxx X. Xxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
Address for Notice:
____________________________________
____________________________________
____________________________________
____________________________________
Facsimile No.:______________________
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
authorized and signed as of the date in the first paragraph of this Agreement.
THE "COMPANY"
VEECO INSTRUMENTS INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman, Chief Executive Officer and
President
FEI STOCKHOLDER
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: C.T.O.
Address for Notice:
____________________________________
____________________________________
____________________________________
____________________________________
Facsimile No.:______________________
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
authorized and signed as of the date in the first paragraph of this Agreement.
THE "COMPANY"
VEECO INSTRUMENTS INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman, Chief Executive Officer and
President
FEI STOCKHOLDER
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
Title:
Address for Notice:
____________________________________
____________________________________
____________________________________
____________________________________
Facsimile No.:______________________
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
authorized and signed as of the date in the first paragraph of this Agreement.
THE "COMPANY"
VEECO INSTRUMENTS INC.
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman, Chief Executive Officer and
President
FEI STOCKHOLDER
By: /s/ Rob H.J. Fasteanau
--------------------------------
Name: Rob H.J. Fasteanau
Title: Senior Vice President
Address for Notice:
____________________________________
____________________________________
____________________________________
____________________________________
Facsimile No.:______________________
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
authorized and signed as of the date in the first paragraph of this Agreement.
THE "COMPANY"
VEECO INSTRUMENTS INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman, Chief Executive Officer and
President
FEI STOCKHOLDER
By: /s/ Xxx Xxxxx
--------------------------------
Name: Xxx Xxxxx
Title:
Address for Notice:
____________________________________
____________________________________
____________________________________
____________________________________
Facsimile No.:______________________
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly
authorized and signed as of the date in the first paragraph of this Agreement.
THE "COMPANY"
VEECO INSTRUMENTS INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman, Chief Executive Officer and
President
FEI STOCKHOLDER
By: /s/ Xxxx Xxxxxxxxx
--------------------------------
Name: Xxxx Xxxxxxxxx
Title: Senior Vice President
Address for Notice:
____________________________________
____________________________________
____________________________________
____________________________________
Facsimile No.:______________________
SCHEDULE A
FEI STOCKHOLDER NO. OF EXISTING FEI SHARES HELD
Xxxx Xxxxxxxxxx 377,624
Xxxx Xxxxx 3,000
Xxxxxx Xxxxxx 13,042
Xxxx Xxxxxxx 98,479
Michel Epzstein 37
Rob Fasteanau 0
Xxx Xxxxx 60,152
Xxxx Xxxxxxxxx 1,328
Xxxxx Xxxxxxxx 568
Xxx XxxXxxxxxx 17,667
Xxxx Xxxxxxx 10,667
Xxx Xxxxxxxx 0
BillCurran 0
Xxxx Xxxxxx 13,833
Xxxxx Xxxxxx 11,251
Xxxx Xxxxxxxx 0
EXHIBIT A
PROXY
Reference is hereby made to that certain
Voting Agreement, dated as of
July 11, 2002 (the "
VOTING AGREEMENT"), of which this Proxy (this "PROXY") forms
a part. Capitalized terms used but not defined in this Proxy have the respective
meanings ascribed to such terms in the
Voting Agreement. This Proxy is being
delivered by the undersigned Stockholder (the "GRANTING STOCKHOLDER") pursuant
to Section 3.01(b) of the
Voting Agreement.
The undersigned Granting Stockholder hereby appoints Veeco Instruments
Inc., a Delaware corporation ("VEECO"), and each of Veeco's officers and other
designees (each such person or entity, a "PROXYHOLDER") as the Granting
Stockholder's attorney-in-fact and proxy pursuant to the provisions of ORS
Section 60.231 (2001), with full power of substitution, in the Granting
Stockholder's name, place and stead, to vote and otherwise act (by written
consent or otherwise) with respect to all of the Stockholder FEI Shares which
the Granting Stockholder is entitled to vote at any meeting of the stockholders
of FEI (whether annual or special and whether or not an adjourned or postponed
meeting) or consent in lieu of any such meeting or otherwise FOR AND IN FAVOR OF
the Merger; PROVIDED, HOWEVER, that nothing set forth in this Proxy is intended
or shall be construed to grant to any Proxyholder the right to vote or otherwise
act (by written consent or otherwise) with respect to any Stockholder FEI Shares
with respect to any Superior FEI Proposal or related FEI Acquisition
Transaction.
The Granting Stockholder hereby revokes all other proxies and powers
of attorney with respect to any Stockholder FEI Shares that the Granting
Stockholder may have heretofore granted, and no subsequent proxy or power of
attorney shall be given or written consent executed (and if given or executed,
shall not be effective) by the Granting Stockholder purporting to grant the
specific voting powers specified herein. Any obligation of the Granting
Stockholder under this Proxy shall be binding upon the successors and assigns of
the Granting Stockholder.
THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL THE
EARLIEST TO OCCUR OF (I) THE TERMINATION OF THE MERGER AGREEMENT IN ACCORDANCE
WITH ITS TERMS, (II) THE EFFECTIVE TIME OF THE MERGER, AND (III) THE EXECUTION
AND DELIVERY BY ANY PARTY TO THE MERGER AGREEMENT OF ANY AMENDMENT THERETO WHICH
WOULD CAUSE EACH SHARE OF FEI STOCK TO BE CONVERTED INTO THE RIGHT TO RECEIVE
FEWER THAN 1.355 SHARES OF COMPANY STOCK (AS ADJUSTED FOR ANY STOCK SPLITS,
REVERSE STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR EVENTS). THIS PROXY WILL
AUTOMATICALLY TERMINATE AND WILL BE AUTOMATICALLY REVOKED, AND THE INTEREST WITH
WHICH THIS PROXY IS COUPLED WILL BE AUTOMATICALLY EXTINGUISHED, UPON THE
EARLIEST TO OCCUR OF THE EVENTS SPECIFIED IN THE PREVIOUS SENTENCE.
FEI STOCKHOLDER
By: /s/ Xxxx X. Xxxxxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: President and Chief Executive Officer
Dated: July 11, 2002
--------------------------------------------
EXHIBIT A
PROXY
Reference is hereby made to that certain
Voting Agreement, dated as of
July 11, 2002 (the "
VOTING AGREEMENT"), of which this Proxy (this "PROXY") forms
a part. Capitalized terms used but not defined in this Proxy have the respective
meanings ascribed to such terms in the Voting Agreement. This Proxy is being
delivered by the undersigned Stockholder (the "GRANTING STOCKHOLDER") pursuant
to Section 3.01(b) of the Voting Agreement.
The undersigned Granting Stockholder hereby appoints Veeco Instruments
Inc., a Delaware corporation ("VEECO"), and each of Veeco's officers and other
designees (each such person or entity, a "PROXYHOLDER") as the Granting
Stockholder's attorney-in-fact and proxy pursuant to the provisions of ORS
Section 60.231 (2001), with full power of substitution, in the Granting
Stockholder's name, place and stead, to vote and otherwise act (by written
consent or otherwise) with respect to all of the Stockholder FEI Shares which
the Granting Stockholder is entitled to vote at any meeting of the stockholders
of FEI (whether annual or special and whether or not an adjourned or postponed
meeting) or consent in lieu of any such meeting or otherwise FOR AND IN FAVOR OF
the Merger; PROVIDED, HOWEVER, that nothing set forth in this Proxy is intended
or shall be construed to grant to any Proxyholder the right to vote or otherwise
act (by written consent or otherwise) with respect to any Stockholder FEI Shares
with respect to any Superior FEI Proposal or related FEI Acquisition
Transaction.
The Granting Stockholder hereby revokes all other proxies and powers
of attorney with respect to any Stockholder FEI Shares that the Granting
Stockholder may have heretofore granted, and no subsequent proxy or power of
attorney shall be given or written consent executed (and if given or executed,
shall not be effective) by the Granting Stockholder purporting to grant the
specific voting powers specified herein. Any obligation of the Granting
Stockholder under this Proxy shall be binding upon the successors and assigns of
the Granting Stockholder.
THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL THE
EARLIEST TO OCCUR OF (I) THE TERMINATION OF THE MERGER AGREEMENT IN ACCORDANCE
WITH ITS TERMS, (II) THE EFFECTIVE TIME OF THE MERGER, AND (III) THE EXECUTION
AND DELIVERY BY ANY PARTY TO THE MERGER AGREEMENT OF ANY AMENDMENT THERETO WHICH
WOULD CAUSE EACH SHARE OF FEI STOCK TO BE CONVERTED INTO THE RIGHT TO RECEIVE
FEWER THAN 1.355 SHARES OF COMPANY STOCK (AS ADJUSTED FOR ANY STOCK SPLITS,
REVERSE STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR EVENTS). THIS PROXY WILL
AUTOMATICALLY TERMINATE AND WILL BE AUTOMATICALLY REVOKED, AND THE INTEREST WITH
WHICH THIS PROXY IS COUPLED WILL BE AUTOMATICALLY EXTINGUISHED, UPON THE
EARLIEST TO OCCUR OF THE EVENTS SPECIFIED IN THE PREVIOUS SENTENCE.
FEI STOCKHOLDER
By: /s/ Xxx XxxXxxxxxx
--------------------------------------------
Name: Xxx XxxXxxxxxx
Title: Director
Dated: July 11, 2002
--------------------------------------------
EXHIBIT A
PROXY
Reference is hereby made to that certain Voting Agreement, dated as of
July 11, 2002 (the "VOTING AGREEMENT"), of which this Proxy (this "PROXY") forms
a part. Capitalized terms used but not defined in this Proxy have the respective
meanings ascribed to such terms in the Voting Agreement. This Proxy is being
delivered by the undersigned Stockholder (the "GRANTING STOCKHOLDER") pursuant
to Section 3.01(b) of the Voting Agreement.
The undersigned Granting Stockholder hereby appoints Veeco Instruments
Inc., a Delaware corporation ("VEECO"), and each of Veeco's officers and other
designees (each such person or entity, a "PROXYHOLDER") as the Granting
Stockholder's attorney-in-fact and proxy pursuant to the provisions of ORS
Section 60.231 (2001), with full power of substitution, in the Granting
Stockholder's name, place and stead, to vote and otherwise act (by written
consent or otherwise) with respect to all of the Stockholder FEI Shares which
the Granting Stockholder is entitled to vote at any meeting of the stockholders
of FEI (whether annual or special and whether or not an adjourned or postponed
meeting) or consent in lieu of any such meeting or otherwise FOR AND IN FAVOR OF
the Merger; PROVIDED, HOWEVER, that nothing set forth in this Proxy is intended
or shall be construed to grant to any Proxyholder the right to vote or otherwise
act (by written consent or otherwise) with respect to any Stockholder FEI Shares
with respect to any Superior FEI Proposal or related FEI Acquisition
Transaction.
The Granting Stockholder hereby revokes all other proxies and powers
of attorney with respect to any Stockholder FEI Shares that the Granting
Stockholder may have heretofore granted, and no subsequent proxy or power of
attorney shall be given or written consent executed (and if given or executed,
shall not be effective) by the Granting Stockholder purporting to grant the
specific voting powers specified herein. Any obligation of the Granting
Stockholder under this Proxy shall be binding upon the successors and assigns of
the Granting Stockholder.
THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL THE
EARLIEST TO OCCUR OF (I) THE TERMINATION OF THE MERGER AGREEMENT IN ACCORDANCE
WITH ITS TERMS, (II) THE EFFECTIVE TIME OF THE MERGER, AND (III) THE EXECUTION
AND DELIVERY BY ANY PARTY TO THE MERGER AGREEMENT OF ANY AMENDMENT THERETO WHICH
WOULD CAUSE EACH SHARE OF FEI STOCK TO BE CONVERTED INTO THE RIGHT TO RECEIVE
FEWER THAN 1.355 SHARES OF COMPANY STOCK (AS ADJUSTED FOR ANY STOCK SPLITS,
REVERSE STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR EVENTS). THIS PROXY WILL
AUTOMATICALLY TERMINATE AND WILL BE AUTOMATICALLY REVOKED, AND THE INTEREST WITH
WHICH THIS PROXY IS COUPLED WILL BE AUTOMATICALLY EXTINGUISHED, UPON THE
EARLIEST TO OCCUR OF THE EVENTS SPECIFIED IN THE PREVIOUS SENTENCE.
FEI STOCKHOLDER
By: /s/ Xxxx Xxxxxxxx
--------------------------------------------
Name: Xxxx Xxxxxxxx
Title:
Dated: July 9, 2002
--------------------------------------------
EXHIBIT A
PROXY
Reference is hereby made to that certain Voting Agreement, dated as of
July 11, 2002 (the "VOTING AGREEMENT"), of which this Proxy (this "PROXY") forms
a part. Capitalized terms used but not defined in this Proxy have the respective
meanings ascribed to such terms in the Voting Agreement. This Proxy is being
delivered by the undersigned Stockholder (the "GRANTING STOCKHOLDER") pursuant
to Section 3.01(b) of the Voting Agreement.
The undersigned Granting Stockholder hereby appoints Veeco Instruments
Inc., a Delaware corporation ("VEECO"), and each of Veeco's officers and other
designees (each such person or entity, a "PROXYHOLDER") as the Granting
Stockholder's attorney-in-fact and proxy pursuant to the provisions of ORS
Section 60.231 (2001), with full power of substitution, in the Granting
Stockholder's name, place and stead, to vote and otherwise act (by written
consent or otherwise) with respect to all of the Stockholder FEI Shares which
the Granting Stockholder is entitled to vote at any meeting of the stockholders
of FEI (whether annual or special and whether or not an adjourned or postponed
meeting) or consent in lieu of any such meeting or otherwise FOR AND IN FAVOR OF
the Merger; PROVIDED, HOWEVER, that nothing set forth in this Proxy is intended
or shall be construed to grant to any Proxyholder the right to vote or otherwise
act (by written consent or otherwise) with respect to any Stockholder FEI Shares
with respect to any Superior FEI Proposal or related FEI Acquisition
Transaction.
The Granting Stockholder hereby revokes all other proxies and powers
of attorney with respect to any Stockholder FEI Shares that the Granting
Stockholder may have heretofore granted, and no subsequent proxy or power of
attorney shall be given or written consent executed (and if given or executed,
shall not be effective) by the Granting Stockholder purporting to grant the
specific voting powers specified herein. Any obligation of the Granting
Stockholder under this Proxy shall be binding upon the successors and assigns of
the Granting Stockholder.
THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL THE
EARLIEST TO OCCUR OF (I) THE TERMINATION OF THE MERGER AGREEMENT IN ACCORDANCE
WITH ITS TERMS, (II) THE EFFECTIVE TIME OF THE MERGER, AND (III) THE EXECUTION
AND DELIVERY BY ANY PARTY TO THE MERGER AGREEMENT OF ANY AMENDMENT THERETO WHICH
WOULD CAUSE EACH SHARE OF FEI STOCK TO BE CONVERTED INTO THE RIGHT TO RECEIVE
FEWER THAN 1.355 SHARES OF COMPANY STOCK (AS ADJUSTED FOR ANY STOCK SPLITS,
REVERSE STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR EVENTS). THIS PROXY WILL
AUTOMATICALLY TERMINATE AND WILL BE AUTOMATICALLY REVOKED, AND THE INTEREST WITH
WHICH THIS PROXY IS COUPLED WILL BE AUTOMATICALLY EXTINGUISHED, UPON THE
EARLIEST TO OCCUR OF THE EVENTS SPECIFIED IN THE PREVIOUS SENTENCE.
FEI STOCKHOLDER
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Director
Dated: July 10, 2002
--------------------------------------------
EXHIBIT A
PROXY
Reference is hereby made to that certain Voting Agreement, dated as of
July 11, 2002 (the "VOTING AGREEMENT"), of which this Proxy (this "PROXY") forms
a part. Capitalized terms used but not defined in this Proxy have the respective
meanings ascribed to such terms in the Voting Agreement. This Proxy is being
delivered by the undersigned Stockholder (the "GRANTING STOCKHOLDER") pursuant
to Section 3.01(b) of the Voting Agreement.
The undersigned Granting Stockholder hereby appoints Veeco Instruments
Inc., a Delaware corporation ("VEECO"), and each of Veeco's officers and other
designees (each such person or entity, a "PROXYHOLDER") as the Granting
Stockholder's attorney-in-fact and proxy pursuant to the provisions of ORS
Section 60.231 (2001), with full power of substitution, in the Granting
Stockholder's name, place and stead, to vote and otherwise act (by written
consent or otherwise) with respect to all of the Stockholder FEI Shares which
the Granting Stockholder is entitled to vote at any meeting of the stockholders
of FEI (whether annual or special and whether or not an adjourned or postponed
meeting) or consent in lieu of any such meeting or otherwise FOR AND IN FAVOR OF
the Merger; PROVIDED, HOWEVER, that nothing set forth in this Proxy is intended
or shall be construed to grant to any Proxyholder the right to vote or otherwise
act (by written consent or otherwise) with respect to any Stockholder FEI Shares
with respect to any Superior FEI Proposal or related FEI Acquisition
Transaction.
The Granting Stockholder hereby revokes all other proxies and powers
of attorney with respect to any Stockholder FEI Shares that the Granting
Stockholder may have heretofore granted, and no subsequent proxy or power of
attorney shall be given or written consent executed (and if given or executed,
shall not be effective) by the Granting Stockholder purporting to grant the
specific voting powers specified herein. Any obligation of the Granting
Stockholder under this Proxy shall be binding upon the successors and assigns of
the Granting Stockholder.
THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL THE
EARLIEST TO OCCUR OF (I) THE TERMINATION OF THE MERGER AGREEMENT IN ACCORDANCE
WITH ITS TERMS, (II) THE EFFECTIVE TIME OF THE MERGER, AND (III) THE EXECUTION
AND DELIVERY BY ANY PARTY TO THE MERGER AGREEMENT OF ANY AMENDMENT THERETO WHICH
WOULD CAUSE EACH SHARE OF FEI STOCK TO BE CONVERTED INTO THE RIGHT TO RECEIVE
FEWER THAN 1.355 SHARES OF COMPANY STOCK (AS ADJUSTED FOR ANY STOCK SPLITS,
REVERSE STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR EVENTS). THIS PROXY WILL
AUTOMATICALLY TERMINATE AND WILL BE AUTOMATICALLY REVOKED, AND THE INTEREST WITH
WHICH THIS PROXY IS COUPLED WILL BE AUTOMATICALLY EXTINGUISHED, UPON THE
EARLIEST TO OCCUR OF THE EVENTS SPECIFIED IN THE PREVIOUS SENTENCE.
FEI STOCKHOLDER
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title:
Dated: July 10, 2002
--------------------------------------------
EXHIBIT A
PROXY
Reference is hereby made to that certain Voting Agreement, dated as of
July 11, 2002 (the "VOTING AGREEMENT"), of which this Proxy (this "PROXY") forms
a part. Capitalized terms used but not defined in this Proxy have the respective
meanings ascribed to such terms in the Voting Agreement. This Proxy is being
delivered by the undersigned Stockholder (the "GRANTING STOCKHOLDER") pursuant
to Section 3.01(b) of the Voting Agreement.
The undersigned Granting Stockholder hereby appoints Veeco Instruments
Inc., a Delaware corporation ("VEECO"), and each of Veeco's officers and other
designees (each such person or entity, a "PROXYHOLDER") as the Granting
Stockholder's attorney-in-fact and proxy pursuant to the provisions of ORS
Section 60.231 (2001), with full power of substitution, in the Granting
Stockholder's name, place and stead, to vote and otherwise act (by written
consent or otherwise) with respect to all of the Stockholder FEI Shares which
the Granting Stockholder is entitled to vote at any meeting of the stockholders
of FEI (whether annual or special and whether or not an adjourned or postponed
meeting) or consent in lieu of any such meeting or otherwise FOR AND IN FAVOR OF
the Merger; PROVIDED, HOWEVER, that nothing set forth in this Proxy is intended
or shall be construed to grant to any Proxyholder the right to vote or otherwise
act (by written consent or otherwise) with respect to any Stockholder FEI Shares
with respect to any Superior FEI Proposal or related FEI Acquisition
Transaction.
The Granting Stockholder hereby revokes all other proxies and powers
of attorney with respect to any Stockholder FEI Shares that the Granting
Stockholder may have heretofore granted, and no subsequent proxy or power of
attorney shall be given or written consent executed (and if given or executed,
shall not be effective) by the Granting Stockholder purporting to grant the
specific voting powers specified herein. Any obligation of the Granting
Stockholder under this Proxy shall be binding upon the successors and assigns of
the Granting Stockholder.
THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL THE
EARLIEST TO OCCUR OF (I) THE TERMINATION OF THE MERGER AGREEMENT IN ACCORDANCE
WITH ITS TERMS, (II) THE EFFECTIVE TIME OF THE MERGER, AND (III) THE EXECUTION
AND DELIVERY BY ANY PARTY TO THE MERGER AGREEMENT OF ANY AMENDMENT THERETO WHICH
WOULD CAUSE EACH SHARE OF FEI STOCK TO BE CONVERTED INTO THE RIGHT TO RECEIVE
FEWER THAN 1.355 SHARES OF COMPANY STOCK (AS ADJUSTED FOR ANY STOCK SPLITS,
REVERSE STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR EVENTS). THIS PROXY WILL
AUTOMATICALLY TERMINATE AND WILL BE AUTOMATICALLY REVOKED, AND THE INTEREST WITH
WHICH THIS PROXY IS COUPLED WILL BE AUTOMATICALLY EXTINGUISHED, UPON THE
EARLIEST TO OCCUR OF THE EVENTS SPECIFIED IN THE PREVIOUS SENTENCE.
FEI STOCKHOLDER
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxxx Xxxxxx
Title:
Dated: July 10, 2002
--------------------------------------------
EXHIBIT A
PROXY
Reference is hereby made to that certain Voting Agreement, dated as of
July 11, 2002 (the "VOTING AGREEMENT"), of which this Proxy (this "PROXY") forms
a part. Capitalized terms used but not defined in this Proxy have the respective
meanings ascribed to such terms in the Voting Agreement. This Proxy is being
delivered by the undersigned Stockholder (the "GRANTING STOCKHOLDER") pursuant
to Section 3.01(b) of the Voting Agreement.
The undersigned Granting Stockholder hereby appoints Veeco Instruments
Inc., a Delaware corporation ("VEECO"), and each of Veeco's officers and other
designees (each such person or entity, a "PROXYHOLDER") as the Granting
Stockholder's attorney-in-fact and proxy pursuant to the provisions of ORS
Section 60.231 (2001), with full power of substitution, in the Granting
Stockholder's name, place and stead, to vote and otherwise act (by written
consent or otherwise) with respect to all of the Stockholder FEI Shares which
the Granting Stockholder is entitled to vote at any meeting of the stockholders
of FEI (whether annual or special and whether or not an adjourned or postponed
meeting) or consent in lieu of any such meeting or otherwise FOR AND IN FAVOR OF
the Merger; PROVIDED, HOWEVER, that nothing set forth in this Proxy is intended
or shall be construed to grant to any Proxyholder the right to vote or otherwise
act (by written consent or otherwise) with respect to any Stockholder FEI Shares
with respect to any Superior FEI Proposal or related FEI Acquisition
Transaction.
The Granting Stockholder hereby revokes all other proxies and powers
of attorney with respect to any Stockholder FEI Shares that the Granting
Stockholder may have heretofore granted, and no subsequent proxy or power of
attorney shall be given or written consent executed (and if given or executed,
shall not be effective) by the Granting Stockholder purporting to grant the
specific voting powers specified herein. Any obligation of the Granting
Stockholder under this Proxy shall be binding upon the successors and assigns of
the Granting Stockholder.
THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL THE
EARLIEST TO OCCUR OF (I) THE TERMINATION OF THE MERGER AGREEMENT IN ACCORDANCE
WITH ITS TERMS, (II) THE EFFECTIVE TIME OF THE MERGER, AND (III) THE EXECUTION
AND DELIVERY BY ANY PARTY TO THE MERGER AGREEMENT OF ANY AMENDMENT THERETO WHICH
WOULD CAUSE EACH SHARE OF FEI STOCK TO BE CONVERTED INTO THE RIGHT TO RECEIVE
FEWER THAN 1.355 SHARES OF COMPANY STOCK (AS ADJUSTED FOR ANY STOCK SPLITS,
REVERSE STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR EVENTS). THIS PROXY WILL
AUTOMATICALLY TERMINATE AND WILL BE AUTOMATICALLY REVOKED, AND THE INTEREST WITH
WHICH THIS PROXY IS COUPLED WILL BE AUTOMATICALLY EXTINGUISHED, UPON THE
EARLIEST TO OCCUR OF THE EVENTS SPECIFIED IN THE PREVIOUS SENTENCE.
FEI STOCKHOLDER
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President and General Counsel
Dated: July 10, 2002
--------------------------------------------
EXHIBIT A
PROXY
Reference is hereby made to that certain Voting Agreement, dated as of
July 11, 2002 (the "VOTING AGREEMENT"), of which this Proxy (this "PROXY") forms
a part. Capitalized terms used but not defined in this Proxy have the respective
meanings ascribed to such terms in the Voting Agreement. This Proxy is being
delivered by the undersigned Stockholder (the "GRANTING STOCKHOLDER") pursuant
to Section 3.01(b) of the Voting Agreement.
The undersigned Granting Stockholder hereby appoints Veeco Instruments
Inc., a Delaware corporation ("VEECO"), and each of Veeco's officers and other
designees (each such person or entity, a "PROXYHOLDER") as the Granting
Stockholder's attorney-in-fact and proxy pursuant to the provisions of ORS
Section 60.231 (2001), with full power of substitution, in the Granting
Stockholder's name, place and stead, to vote and otherwise act (by written
consent or otherwise) with respect to all of the Stockholder FEI Shares which
the Granting Stockholder is entitled to vote at any meeting of the stockholders
of FEI (whether annual or special and whether or not an adjourned or postponed
meeting) or consent in lieu of any such meeting or otherwise FOR AND IN FAVOR OF
the Merger; PROVIDED, HOWEVER, that nothing set forth in this Proxy is intended
or shall be construed to grant to any Proxyholder the right to vote or otherwise
act (by written consent or otherwise) with respect to any Stockholder FEI Shares
with respect to any Superior FEI Proposal or related FEI Acquisition
Transaction.
The Granting Stockholder hereby revokes all other proxies and powers
of attorney with respect to any Stockholder FEI Shares that the Granting
Stockholder may have heretofore granted, and no subsequent proxy or power of
attorney shall be given or written consent executed (and if given or executed,
shall not be effective) by the Granting Stockholder purporting to grant the
specific voting powers specified herein. Any obligation of the Granting
Stockholder under this Proxy shall be binding upon the successors and assigns of
the Granting Stockholder.
THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL THE
EARLIEST TO OCCUR OF (I) THE TERMINATION OF THE MERGER AGREEMENT IN ACCORDANCE
WITH ITS TERMS, (II) THE EFFECTIVE TIME OF THE MERGER, AND (III) THE EXECUTION
AND DELIVERY BY ANY PARTY TO THE MERGER AGREEMENT OF ANY AMENDMENT THERETO WHICH
WOULD CAUSE EACH SHARE OF FEI STOCK TO BE CONVERTED INTO THE RIGHT TO RECEIVE
FEWER THAN 1.355 SHARES OF COMPANY STOCK (AS ADJUSTED FOR ANY STOCK SPLITS,
REVERSE STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR EVENTS). THIS PROXY WILL
AUTOMATICALLY TERMINATE AND WILL BE AUTOMATICALLY REVOKED, AND THE INTEREST WITH
WHICH THIS PROXY IS COUPLED WILL BE AUTOMATICALLY EXTINGUISHED, UPON THE
EARLIEST TO OCCUR OF THE EVENTS SPECIFIED IN THE PREVIOUS SENTENCE.
FEI STOCKHOLDER
By: /s/ Xxxxxxx Epzstein
--------------------------------------------
Name: Xxxxxxx Epzstein
Title:
Dated: July 11, 2002
--------------------------------------------
EXHIBIT A
PROXY
Reference is hereby made to that certain Voting Agreement, dated as of
July 11, 2002 (the "VOTING AGREEMENT"), of which this Proxy (this "PROXY") forms
a part. Capitalized terms used but not defined in this Proxy have the respective
meanings ascribed to such terms in the Voting Agreement. This Proxy is being
delivered by the undersigned Stockholder (the "GRANTING STOCKHOLDER") pursuant
to Section 3.01(b) of the Voting Agreement.
The undersigned Granting Stockholder hereby appoints Veeco Instruments
Inc., a Delaware corporation ("VEECO"), and each of Veeco's officers and other
designees (each such person or entity, a "PROXYHOLDER") as the Granting
Stockholder's attorney-in-fact and proxy pursuant to the provisions of ORS
Section 60.231 (2001), with full power of substitution, in the Granting
Stockholder's name, place and stead, to vote and otherwise act (by written
consent or otherwise) with respect to all of the Stockholder FEI Shares which
the Granting Stockholder is entitled to vote at any meeting of the stockholders
of FEI (whether annual or special and whether or not an adjourned or postponed
meeting) or consent in lieu of any such meeting or otherwise FOR AND IN FAVOR OF
the Merger; PROVIDED, HOWEVER, that nothing set forth in this Proxy is intended
or shall be construed to grant to any Proxyholder the right to vote or otherwise
act (by written consent or otherwise) with respect to any Stockholder FEI Shares
with respect to any Superior FEI Proposal or related FEI Acquisition
Transaction.
The Granting Stockholder hereby revokes all other proxies and powers
of attorney with respect to any Stockholder FEI Shares that the Granting
Stockholder may have heretofore granted, and no subsequent proxy or power of
attorney shall be given or written consent executed (and if given or executed,
shall not be effective) by the Granting Stockholder purporting to grant the
specific voting powers specified herein. Any obligation of the Granting
Stockholder under this Proxy shall be binding upon the successors and assigns of
the Granting Stockholder.
THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL THE
EARLIEST TO OCCUR OF (I) THE TERMINATION OF THE MERGER AGREEMENT IN ACCORDANCE
WITH ITS TERMS, (II) THE EFFECTIVE TIME OF THE MERGER, AND (III) THE EXECUTION
AND DELIVERY BY ANY PARTY TO THE MERGER AGREEMENT OF ANY AMENDMENT THERETO WHICH
WOULD CAUSE EACH SHARE OF FEI STOCK TO BE CONVERTED INTO THE RIGHT TO RECEIVE
FEWER THAN 1.355 SHARES OF COMPANY STOCK (AS ADJUSTED FOR ANY STOCK SPLITS,
REVERSE STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR EVENTS). THIS PROXY WILL
AUTOMATICALLY TERMINATE AND WILL BE AUTOMATICALLY REVOKED, AND THE INTEREST WITH
WHICH THIS PROXY IS COUPLED WILL BE AUTOMATICALLY EXTINGUISHED, UPON THE
EARLIEST TO OCCUR OF THE EVENTS SPECIFIED IN THE PREVIOUS SENTENCE.
FEI STOCKHOLDER
By: /s/ Xxxx X. Xxxxxxx
--------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
Dated: July 11, 2002
--------------------------------------------
EXHIBIT A
PROXY
Reference is hereby made to that certain Voting Agreement, dated as of
July 11, 2002 (the "VOTING AGREEMENT"), of which this Proxy (this "PROXY") forms
a part. Capitalized terms used but not defined in this Proxy have the respective
meanings ascribed to such terms in the Voting Agreement. This Proxy is being
delivered by the undersigned Stockholder (the "GRANTING STOCKHOLDER") pursuant
to Section 3.01(b) of the Voting Agreement.
The undersigned Granting Stockholder hereby appoints Veeco Instruments
Inc., a Delaware corporation ("VEECO"), and each of Veeco's officers and other
designees (each such person or entity, a "PROXYHOLDER") as the Granting
Stockholder's attorney-in-fact and proxy pursuant to the provisions of ORS
Section 60.231 (2001), with full power of substitution, in the Granting
Stockholder's name, place and stead, to vote and otherwise act (by written
consent or otherwise) with respect to all of the Stockholder FEI Shares which
the Granting Stockholder is entitled to vote at any meeting of the stockholders
of FEI (whether annual or special and whether or not an adjourned or postponed
meeting) or consent in lieu of any such meeting or otherwise FOR AND IN FAVOR OF
the Merger; PROVIDED, HOWEVER, that nothing set forth in this Proxy is intended
or shall be construed to grant to any Proxyholder the right to vote or otherwise
act (by written consent or otherwise) with respect to any Stockholder FEI Shares
with respect to any Superior FEI Proposal or related FEI Acquisition
Transaction.
The Granting Stockholder hereby revokes all other proxies and powers
of attorney with respect to any Stockholder FEI Shares that the Granting
Stockholder may have heretofore granted, and no subsequent proxy or power of
attorney shall be given or written consent executed (and if given or executed,
shall not be effective) by the Granting Stockholder purporting to grant the
specific voting powers specified herein. Any obligation of the Granting
Stockholder under this Proxy shall be binding upon the successors and assigns of
the Granting Stockholder.
THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL THE
EARLIEST TO OCCUR OF (I) THE TERMINATION OF THE MERGER AGREEMENT IN ACCORDANCE
WITH ITS TERMS, (II) THE EFFECTIVE TIME OF THE MERGER, AND (III) THE EXECUTION
AND DELIVERY BY ANY PARTY TO THE MERGER AGREEMENT OF ANY AMENDMENT THERETO WHICH
WOULD CAUSE EACH SHARE OF FEI STOCK TO BE CONVERTED INTO THE RIGHT TO RECEIVE
FEWER THAN 1.355 SHARES OF COMPANY STOCK (AS ADJUSTED FOR ANY STOCK SPLITS,
REVERSE STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR EVENTS). THIS PROXY WILL
AUTOMATICALLY TERMINATE AND WILL BE AUTOMATICALLY REVOKED, AND THE INTEREST WITH
WHICH THIS PROXY IS COUPLED WILL BE AUTOMATICALLY EXTINGUISHED, UPON THE
EARLIEST TO OCCUR OF THE EVENTS SPECIFIED IN THE PREVIOUS SENTENCE.
FEI STOCKHOLDER
By: /s/ Xxxxxx Xxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxx
Title: C.T.O.
Dated: July 11, 2002
--------------------------------------------
EXHIBIT A
PROXY
Reference is hereby made to that certain Voting Agreement, dated as of
July 11, 2002 (the "VOTING AGREEMENT"), of which this Proxy (this "PROXY") forms
a part. Capitalized terms used but not defined in this Proxy have the respective
meanings ascribed to such terms in the Voting Agreement. This Proxy is being
delivered by the undersigned Stockholder (the "GRANTING STOCKHOLDER") pursuant
to Section 3.01(b) of the Voting Agreement.
The undersigned Granting Stockholder hereby appoints Veeco Instruments
Inc., a Delaware corporation ("VEECO"), and each of Veeco's officers and other
designees (each such person or entity, a "PROXYHOLDER") as the Granting
Stockholder's attorney-in-fact and proxy pursuant to the provisions of ORS
Section 60.231 (2001), with full power of substitution, in the Granting
Stockholder's name, place and stead, to vote and otherwise act (by written
consent or otherwise) with respect to all of the Stockholder FEI Shares which
the Granting Stockholder is entitled to vote at any meeting of the stockholders
of FEI (whether annual or special and whether or not an adjourned or postponed
meeting) or consent in lieu of any such meeting or otherwise FOR AND IN FAVOR OF
the Merger; PROVIDED, HOWEVER, that nothing set forth in this Proxy is intended
or shall be construed to grant to any Proxyholder the right to vote or otherwise
act (by written consent or otherwise) with respect to any Stockholder FEI Shares
with respect to any Superior FEI Proposal or related FEI Acquisition
Transaction.
The Granting Stockholder hereby revokes all other proxies and powers
of attorney with respect to any Stockholder FEI Shares that the Granting
Stockholder may have heretofore granted, and no subsequent proxy or power of
attorney shall be given or written consent executed (and if given or executed,
shall not be effective) by the Granting Stockholder purporting to grant the
specific voting powers specified herein. Any obligation of the Granting
Stockholder under this Proxy shall be binding upon the successors and assigns of
the Granting Stockholder.
THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL THE
EARLIEST TO OCCUR OF (I) THE TERMINATION OF THE MERGER AGREEMENT IN ACCORDANCE
WITH ITS TERMS, (II) THE EFFECTIVE TIME OF THE MERGER, AND (III) THE EXECUTION
AND DELIVERY BY ANY PARTY TO THE MERGER AGREEMENT OF ANY AMENDMENT THERETO WHICH
WOULD CAUSE EACH SHARE OF FEI STOCK TO BE CONVERTED INTO THE RIGHT TO RECEIVE
FEWER THAN 1.355 SHARES OF COMPANY STOCK (AS ADJUSTED FOR ANY STOCK SPLITS,
REVERSE STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR EVENTS). THIS PROXY WILL
AUTOMATICALLY TERMINATE AND WILL BE AUTOMATICALLY REVOKED, AND THE INTEREST WITH
WHICH THIS PROXY IS COUPLED WILL BE AUTOMATICALLY EXTINGUISHED, UPON THE
EARLIEST TO OCCUR OF THE EVENTS SPECIFIED IN THE PREVIOUS SENTENCE.
FEI STOCKHOLDER
By: /s/ Xxxxx Xxxxxxxx
--------------------------------------------
Name: Xxxxx Xxxxxxxx
Title:
Dated: July 11, 2002
--------------------------------------------
EXHIBIT A
PROXY
Reference is hereby made to that certain Voting Agreement, dated as of
July 11, 2002 (the "VOTING AGREEMENT"), of which this Proxy (this "PROXY") forms
a part. Capitalized terms used but not defined in this Proxy have the respective
meanings ascribed to such terms in the Voting Agreement. This Proxy is being
delivered by the undersigned Stockholder (the "GRANTING STOCKHOLDER") pursuant
to Section 3.01(b) of the Voting Agreement.
The undersigned Granting Stockholder hereby appoints Veeco Instruments
Inc., a Delaware corporation ("VEECO"), and each of Veeco's officers and other
designees (each such person or entity, a "PROXYHOLDER") as the Granting
Stockholder's attorney-in-fact and proxy pursuant to the provisions of ORS
Section 60.231 (2001), with full power of substitution, in the Granting
Stockholder's name, place and stead, to vote and otherwise act (by written
consent or otherwise) with respect to all of the Stockholder FEI Shares which
the Granting Stockholder is entitled to vote at any meeting of the stockholders
of FEI (whether annual or special and whether or not an adjourned or postponed
meeting) or consent in lieu of any such meeting or otherwise FOR AND IN FAVOR OF
the Merger; PROVIDED, HOWEVER, that nothing set forth in this Proxy is intended
or shall be construed to grant to any Proxyholder the right to vote or otherwise
act (by written consent or otherwise) with respect to any Stockholder FEI Shares
with respect to any Superior FEI Proposal or related FEI Acquisition
Transaction.
The Granting Stockholder hereby revokes all other proxies and powers
of attorney with respect to any Stockholder FEI Shares that the Granting
Stockholder may have heretofore granted, and no subsequent proxy or power of
attorney shall be given or written consent executed (and if given or executed,
shall not be effective) by the Granting Stockholder purporting to grant the
specific voting powers specified herein. Any obligation of the Granting
Stockholder under this Proxy shall be binding upon the successors and assigns of
the Granting Stockholder.
THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL THE
EARLIEST TO OCCUR OF (I) THE TERMINATION OF THE MERGER AGREEMENT IN ACCORDANCE
WITH ITS TERMS, (II) THE EFFECTIVE TIME OF THE MERGER, AND (III) THE EXECUTION
AND DELIVERY BY ANY PARTY TO THE MERGER AGREEMENT OF ANY AMENDMENT THERETO WHICH
WOULD CAUSE EACH SHARE OF FEI STOCK TO BE CONVERTED INTO THE RIGHT TO RECEIVE
FEWER THAN 1.355 SHARES OF COMPANY STOCK (AS ADJUSTED FOR ANY STOCK SPLITS,
REVERSE STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR EVENTS). THIS PROXY WILL
AUTOMATICALLY TERMINATE AND WILL BE AUTOMATICALLY REVOKED, AND THE INTEREST WITH
WHICH THIS PROXY IS COUPLED WILL BE AUTOMATICALLY EXTINGUISHED, UPON THE
EARLIEST TO OCCUR OF THE EVENTS SPECIFIED IN THE PREVIOUS SENTENCE.
FEI STOCKHOLDER
By: /s/ Rob H.J. Fasteanau
--------------------------------------------
Name: Rob H.J. Fasteanau
Title: Senior Vice President
Dated: July 11, 2002
--------------------------------------------
EXHIBIT A
PROXY
Reference is hereby made to that certain Voting Agreement, dated as of
July 11, 2002 (the "VOTING AGREEMENT"), of which this Proxy (this "PROXY") forms
a part. Capitalized terms used but not defined in this Proxy have the respective
meanings ascribed to such terms in the Voting Agreement. This Proxy is being
delivered by the undersigned Stockholder (the "GRANTING STOCKHOLDER") pursuant
to Section 3.01(b) of the Voting Agreement.
The undersigned Granting Stockholder hereby appoints Veeco Instruments
Inc., a Delaware corporation ("VEECO"), and each of Veeco's officers and other
designees (each such person or entity, a "PROXYHOLDER") as the Granting
Stockholder's attorney-in-fact and proxy pursuant to the provisions of ORS
Section 60.231 (2001), with full power of substitution, in the Granting
Stockholder's name, place and stead, to vote and otherwise act (by written
consent or otherwise) with respect to all of the Stockholder FEI Shares which
the Granting Stockholder is entitled to vote at any meeting of the stockholders
of FEI (whether annual or special and whether or not an adjourned or postponed
meeting) or consent in lieu of any such meeting or otherwise FOR AND IN FAVOR OF
the Merger; PROVIDED, HOWEVER, that nothing set forth in this Proxy is intended
or shall be construed to grant to any Proxyholder the right to vote or otherwise
act (by written consent or otherwise) with respect to any Stockholder FEI Shares
with respect to any Superior FEI Proposal or related FEI Acquisition
Transaction.
The Granting Stockholder hereby revokes all other proxies and powers
of attorney with respect to any Stockholder FEI Shares that the Granting
Stockholder may have heretofore granted, and no subsequent proxy or power of
attorney shall be given or written consent executed (and if given or executed,
shall not be effective) by the Granting Stockholder purporting to grant the
specific voting powers specified herein. Any obligation of the Granting
Stockholder under this Proxy shall be binding upon the successors and assigns of
the Granting Stockholder.
THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL THE
EARLIEST TO OCCUR OF (I) THE TERMINATION OF THE MERGER AGREEMENT IN ACCORDANCE
WITH ITS TERMS, (II) THE EFFECTIVE TIME OF THE MERGER, AND (III) THE EXECUTION
AND DELIVERY BY ANY PARTY TO THE MERGER AGREEMENT OF ANY AMENDMENT THERETO WHICH
WOULD CAUSE EACH SHARE OF FEI STOCK TO BE CONVERTED INTO THE RIGHT TO RECEIVE
FEWER THAN 1.355 SHARES OF COMPANY STOCK (AS ADJUSTED FOR ANY STOCK SPLITS,
REVERSE STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR EVENTS). THIS PROXY WILL
AUTOMATICALLY TERMINATE AND WILL BE AUTOMATICALLY REVOKED, AND THE INTEREST WITH
WHICH THIS PROXY IS COUPLED WILL BE AUTOMATICALLY EXTINGUISHED, UPON THE
EARLIEST TO OCCUR OF THE EVENTS SPECIFIED IN THE PREVIOUS SENTENCE.
FEI STOCKHOLDER
By: /s/ Xxx Xxxxx
--------------------------------------------
Name: Xxx Xxxxx
Title:
Dated: July 11, 2002
--------------------------------------------
EXHIBIT A
PROXY
Reference is hereby made to that certain Voting Agreement, dated as of
July 11, 2002 (the "VOTING AGREEMENT"), of which this Proxy (this "PROXY") forms
a part. Capitalized terms used but not defined in this Proxy have the respective
meanings ascribed to such terms in the Voting Agreement. This Proxy is being
delivered by the undersigned Stockholder (the "GRANTING STOCKHOLDER") pursuant
to Section 3.01(b) of the Voting Agreement.
The undersigned Granting Stockholder hereby appoints Veeco Instruments
Inc., a Delaware corporation ("VEECO"), and each of Veeco's officers and other
designees (each such person or entity, a "PROXYHOLDER") as the Granting
Stockholder's attorney-in-fact and proxy pursuant to the provisions of ORS
Section 60.231 (2001), with full power of substitution, in the Granting
Stockholder's name, place and stead, to vote and otherwise act (by written
consent or otherwise) with respect to all of the Stockholder FEI Shares which
the Granting Stockholder is entitled to vote at any meeting of the stockholders
of FEI (whether annual or special and whether or not an adjourned or postponed
meeting) or consent in lieu of any such meeting or otherwise FOR AND IN FAVOR OF
the Merger; PROVIDED, HOWEVER, that nothing set forth in this Proxy is intended
or shall be construed to grant to any Proxyholder the right to vote or otherwise
act (by written consent or otherwise) with respect to any Stockholder FEI Shares
with respect to any Superior FEI Proposal or related FEI Acquisition
Transaction.
The Granting Stockholder hereby revokes all other proxies and powers
of attorney with respect to any Stockholder FEI Shares that the Granting
Stockholder may have heretofore granted, and no subsequent proxy or power of
attorney shall be given or written consent executed (and if given or executed,
shall not be effective) by the Granting Stockholder purporting to grant the
specific voting powers specified herein. Any obligation of the Granting
Stockholder under this Proxy shall be binding upon the successors and assigns of
the Granting Stockholder.
THIS PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL THE
EARLIEST TO OCCUR OF (I) THE TERMINATION OF THE MERGER AGREEMENT IN ACCORDANCE
WITH ITS TERMS, (II) THE EFFECTIVE TIME OF THE MERGER, AND (III) THE EXECUTION
AND DELIVERY BY ANY PARTY TO THE MERGER AGREEMENT OF ANY AMENDMENT THERETO WHICH
WOULD CAUSE EACH SHARE OF FEI STOCK TO BE CONVERTED INTO THE RIGHT TO RECEIVE
FEWER THAN 1.355 SHARES OF COMPANY STOCK (AS ADJUSTED FOR ANY STOCK SPLITS,
REVERSE STOCK SPLITS, STOCK DIVIDENDS OR SIMILAR EVENTS). THIS PROXY WILL
AUTOMATICALLY TERMINATE AND WILL BE AUTOMATICALLY REVOKED, AND THE INTEREST WITH
WHICH THIS PROXY IS COUPLED WILL BE AUTOMATICALLY EXTINGUISHED, UPON THE
EARLIEST TO OCCUR OF THE EVENTS SPECIFIED IN THE PREVIOUS SENTENCE.
FEI STOCKHOLDER
By: /s/ Xxxx Xxxxxxxxx
--------------------------------------------
Name: Xxxx Xxxxxxxxx
Title: Senior Vice President
Dated: July 11, 2002
--------------------------------------------
