COHERENT, INC. (a Delaware Corporation)Purchase Agreement • May 10th, 2006 • Coherent Inc • Laboratory analytical instruments • New York
Coherent, Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” or the “Initial Purchaser”) with respect to the issue and sale by the Company and the purchase by the Initial Purchaser of $175,000,000 aggregate principal amount of the Company’s 2.75% Convertible Subordinated Notes due 2011 (the “Initial Securities”), and with respect to the grant by the Company to the Initial Purchaser of the option described in Section 2(b) hereof to purchase all or any part of an additional $25,000,000 aggregate principal amount of 2.75% Convertible Subordinated Notes due 2011 (the “Option Securities” and together with the Initial Securities, the “Securities”). The Securities are to be issued pursuant to an indenture dated as of March 13, 2006 (the “Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”).
FORM OF LOCK-UP LETTER AGREEMENTLetter Agreement • May 10th, 2006 • Coherent Inc • Laboratory analytical instruments
COHERENT, INC. SUPPLEMENTARY RETIREMENT PLAN (FOR “X” GRADE EMPLOYEES) PLAN AND TRUST AGREEMENT (EFFECTIVE JANUARY 1, 1990)Plan and Trust Agreement • May 10th, 2006 • Coherent Inc • Laboratory analytical instruments • California
THIS PLAN AND TRUST AGREEMENT, effective as of January 1, 1990 is made and entered into by and between Coherent, Inc. (Company) acting on behalf of itself and any subsidiaries and Robert Quillinan and Dennis Bucek as Co-Trustees (collectively referred to in the singular as the Trustee). Throughout, Company shall include wherever relevant subsidiaries of the Company.
