Exhibit
10.01


 


COHERENT,
INC.


2001
Stock Plan


Amended Stock Option
Agreement


 


1.                   Grant of Option.    The Board of Directors of the Company
hereby grants to the Optionee named in the Notice of Grant attached as Part I
of this Agreement (the “Optionee”) an option (the “Option”) to purchase the
number of Shares, as set forth in the Notice of Grant, at the exercise price
per share set forth in the Notice of Grant (the “Exercise Price”), subject to
the terms and conditions of the Plan, which is incorporated herein by
reference.  Subject to Section 15 (c) of
the Plan, in the event of a conflict between the terms and conditions of the
Plan and the terms and conditions of this Option Agreement, the terms and
conditions of the Plan shall prevail.


 


If designated in
the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is
intended to qualify as an Incentive Stock Option under Section 422 of the
Code.  However, if this Option is
intended to be an Incentive Stock Option, to the extent that it exceeds the $100,000
rule of Code Section 422(d) it shall be treated as a Nonstatutory Stock Option
(“NSO”).


 


2.                   Exercise of Option.


 


(a)           Right to Exercise.  This Option is exercisable during its term in
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of the Plan and this Option Agreement.  In the event of Optionee’s death, Disability
or other termination of Optionee’s employment or consulting relationship, the
exercisability of the Option is governed by the applicable provisions of the
Plan and this Option Agreement.


 


(b)                                 Method
of Exercise.  Exercises are
transacted electronically (or by telephone) through your individual E*Trade
account.  The Company provides
OptionsLink Account Activation Instructions at the time of option award.


 


No Shares shall be
issued pursuant to the exercise of this Option unless such issuance and
exercise complies with all relevant provisions of law and the requirements of
any stock exchange or quotation service upon which the Shares are then listed.  Assuming such compliance, for income tax
purposes the Exercised Shares shall be considered transferred to the Optionee
on the date the Option is exercised with respect to such Exercised Shares.


 


3.                   Method of Payment.  Payment of the aggregate Exercise Price shall
be by any of the following, or a combination thereof, at the election of the
Optionee:


 


(a)           cash;


 


(b)           check;


 


(c)           cashless same-day sale executed
electronically (or by telephone) upon completion of exercise direct with
E*Trade shall effect an exercise of the Option and delivery to the Company of
the sale proceeds required to pay the exercise price; or


 

















 


(d)           surrender of other Shares which (i)
in the case of Shares acquired upon exercise of an option, have been owned by
the Optionee for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender
equal to the aggregate Exercise Price of Exercised Shares.


 


4.                   Non-Transferability of
Option.  This Option may not be
transferred in any manner otherwise than by will or by the laws of descent or
distribution and may be exercised during the lifetime of Optionee only by
Optionee.  The terms of the Plan and this
Option Agreement shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.


 


5.                   Term of Option.  This Option may be exercised only within the
term set out in the Notice of Grant and may be exercised during such term only
in accordance with the Plan and the terms of this Option Agreement.


 


6.                   Tax Consequences.  Some of the federal and California tax
consequences relating to this Option, as of the date of this Option, are set
forth below.  THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.  THE OPTIONEE SHOULD CONSULT A TAX ADVISER
BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.


 


(a)           Exercising the Option.


 


(i)            Nonstatutory Stock Option.  The Optionee may incur federal income tax and
California income tax liability upon exercise of a NSO.  The Optionee will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to
the excess, if any, of the Fair Market Value of the Exercised Shares on the
date of exercise over their aggregate Exercise Price.  If the Optionee is an Employee or a former
Employee, the Company will be required to withhold from his or her compensation
or collect from Optionee and pay to the applicable taxing authorities an amount
in cash equal to a percentage of this compensation income at the time of exercise,
and may refuse to honor the exercise and refuse to deliver Shares if such
withholding amounts are not delivered at the time of exercise.


 


(ii)           Incentive Stock Option.    If this Option qualifies as an ISO, the
Optionee will have no regular federal income tax or California income tax
liability upon its exercise, although the excess, if any, of the Fair Market
Value of the Exercise Shares on the date of exercise over their aggregate
Exercise Price will be treated as an adjustment to alternative minimum taxable
income for federal tax purposes and may subject the Optionee to alternative
minimum tax in the year of exercise.  In
the event that the Optionee undergoes a change of status from Employee to
Consultant, any Incentive Stock Option of the Optionee that remains unexercised
shall cease to qualify as an Incentive Stock Option and will be treated for tax
purposes as a Nonstatutory Stock Option on the ninety-first (91st) day
following such change of status.


 


(b)           Disposition of Shares.


 


(i)            NSO.         If the Optionee holds
NSO Shares for at least one year, any gain realized on disposition of the
Shares will be treated as long-term capital gain for federal income tax
purposes.


 


(ii)           ISO.        If the Optionee holds ISO Shares for at least one year after
exercise and two years after the grant date, any gain realized on disposition
of the


 


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Shares will be treated as
long-term capital gain for federal income tax purposes.  If the Optionee disposes of ISO Shares within
one year after exercise or two years after the grant date, any gain realized on
such disposition will be treated as compensation income (taxable at ordinary
income rates) to the extent of the excess, if any, of the lesser of (A) the
difference between the Fair Market Value of the Shares acquired on the date of
exercise and the aggregate Exercise Price, or (B) the difference between the
sale price of such Shares and the aggregate Exercise Price.


 


(c)           Notice of Disqualifying
Disposition of ISO Shares.   If the
Optionee sells or otherwise disposes of any of the Shares acquired pursuant to
an ISO on or before the later of (i) two years after the grant date, or (ii)
one year after the exercise date, the Optionee shall immediately notify the
Company in writing of such disposition. 
The Optionee agrees that he or she may be subject to income tax
withholding by the Company on the compensation income recognized from such
early disposition of ISO Shares by payment in cash or out of the current
earnings paid to the Optionee.


 


7.                   Entire Agreement;
Governing Law.   The Plan in
incorporated herein by reference.  The
Plan and this Option Agreement constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and Optionee with respect to
the subject matter hereof, and may not be modified adversely to the Optionee’s
interest except by means of a writing signed by the Company and Optionee.  This agreement is governed by California law
except for that body of law pertaining to conflict of laws.


 


8.                   Termination Period.     This Option may be exercised for ninety
(90) days after termination of the Optionee’s employment or consulting
relationship with the Company.  Upon the
death or Disability of the Optionee, this Option may be exercised for such
longer period as provided in the Plan. 
In the event of the Optionee’s change in status from Employee to
Consultant or Consultant to Employee, this Option Agreement shall remain in effect.  In no event shall this Option be exercised
later than the Term/Expiration Date as provided above.


 


By your signature
and the signature of the Company’s representative on the Notice of Grant
attached as Part I, you and the Company agree that this Option is granted under
and governed by the terms and conditions of the Plan and this Option
Agreement.  Optionee has reviewed the
Plan and this Option Agreement in their entirety, had an opportunity to obtain
the advice of counsel prior to executing this Option Agreement and fully
understands all provisions of the Plan and Option Agreement.  Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon
any questions relating to the Plan and Option Agreement.  Optionee further agrees to notify the Company
upon any change in the address indicated on the Notice of Grant.


 


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  COHERENT,
  INC.

  
	
  Notice of
  Grant of Stock Options

  	
   

  	
  ID: 94-1622541

  
	
  and
  Option Agreement

  	
   

  	
  PO BOX 54980

  
	
   

  	
   

  	
  5100 PATRICK HENRY DR

  
	
   

  	
   

  	
  SANTA CLARA, CA 95054

  






 




	
  Name

  	
   

  	
  Option
  Number:

  
	
  Address

  	
   

  	
  Plan:

  
	
  Address2

  	
   

  	
  ID:

  






 


Effective [Date], you have been granted a(n)
[Form of equity award] to buy [Number] shares of COHERENT, INC. (the Company)
stock at $[price] per share.


 


The total option price of the shares granted
is $[amount].


 


Shares in each period will become fully vested
on the date shown.


 


	
  Shares

  	
   

  	
  Vest Type

  	
   

  	
  Full Vest

  	
   

  	
  Expiration

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


By your signature and the Company’s signature
below, you and the Company agree that these options are granted under and
governed by the terms and conditions of the Company’s Stock Option Plan as amended
and the Option Agreement, all of which are attached and made a part of this
document.


 


 


	
   

  	
   

  	
   

  
	
  COHERENT, INC.

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
  [name]

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  	
  Time:

  



 


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