AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG ELECTRO SCIENTIFIC INDUSTRIES, INC., ZIRKON MERGER SUB, LLC AND ZYGO CORPORATION Dated as of October 15, 2008Merger Agreement • October 21st, 2008 • Zygo Corp • Optical instruments & lenses • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of October 15, 2008 (this “Agreement”), is by and among Electro Scientific Industries, Inc., an Oregon corporation (“Parent”), Zirkon Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), and Zygo Corporation, a Delaware corporation (the “Company”). Unless the context clearly indicates otherwise, capitalized terms used in this Agreement are defined in Section 9.1.
Amendment No. 1 to Employment Agreement between ZYGO Corporation and J. Bruce RobinsonEmployment Agreement • October 21st, 2008 • Zygo Corp • Optical instruments & lenses
ZYGO Corporation (the “Company”) and J. Bruce Robinson (“Executive”) are parties to an Employment Agreement dated January 15, 1999 (the “Agreement”). For good and valuable consideration, the Company and Executive hereby amend the Agreement as follows:
Amendment No. 1 to Employment Agreement between ZYGO Corporation and John M. StackEmployment Agreement • October 21st, 2008 • Zygo Corp • Optical instruments & lenses
ZYGO Corporation (the “Company) and John M. Stack (“Executive”) are parties to an Employment Agreement dated November 20, 2006 (the “Agreement”). For good and valuable consideration, the Company and Executive hereby amend the Agreement as follows:
Amendment No. 1 to Employment Agreement between ZYGO Corporation and James R. NorthupEmployment Agreement • October 21st, 2008 • Zygo Corp • Optical instruments & lenses
ZYGO Corporation (the “Company) and James R. Northup (“Executive”) are parties to an Employment Agreement dated October 23, 2006 (the “Agreement”). For good and valuable consideration, the Company and Executive hereby amend the Agreement as follows:
