0001193125-04-195359 Sample Contracts

FORM OF NEWPORT CORPORATION RESTRICTED STOCK AGREEMENT UNDER
Restricted Stock Agreement • November 12th, 2004 • Newport Corp • Laboratory apparatus & furniture • California

THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is entered into as of [DATE] by and between [FIRST NAME] [MI] [LAST NAME] (hereinafter referred to as “Recipient”), and Newport Corporation, a Nevada corporation (hereinafter referred to as the “Company”), pursuant to the Company’s 2001 Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.

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SECOND AMENDMENT TO LEASE
Lease • November 12th, 2004 • Newport Corp • Laboratory apparatus & furniture

This SECOND AMENDMENT TO LEASE (“Second Amendment”) is made and entered into as of September 28, 2004, by and between BCSD Properties, L.P., a California limited partnership, as successor in interest to IRP Muller Associates, LLC, a Delaware limited liability company and Aston Muller Associates, a California general partnership (“Landlord”), and NEWPORT CORPORATION, a Nevada corporation (“Tenant”).

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