Exhibit 10.02


 


COHERENT, INC.


 


RESTRICTED STOCK AGREEMENT


 


Coherent,
Inc. (the “Company”) hereby grants you, [NAME OF EMPLOYEE]
(the “Employee”), a grant of Restricted Stock under the Company’s 2001 Stock
Plan (the “Plan”).  The date of this
Agreement is                          ,
2005 (the “Grant Date”).  Subject to the
provisions of Appendix A (attached) and of the Plan, the principal
features of this grant are as follows:


 


Total Number of Shares of Restricted Stock:
[NUMBER]


 


	
  Scheduled Vesting Date:

  	
   

  	
  Number of Shares

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Your
signature below indicates your agreement and understanding that this grant is
subject to all of the terms and conditions contained in Appendix A and the
Plan.  For example, important additional
information on vesting and forfeiture of the shares covered by this grant is
contained in Paragraphs 3 and 4 of Appendix A.  PLEASE BE SURE TO READ ALL
OF APPENDIX A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS
AGREEMENT.


 


	
  COHERENT, INC.

  	
  EMPLOYEE

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  [NAME]

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  
						



 

















 


APPENDIX A


 


TERMS AND CONDITIONS OF
RESTRICTED STOCK


 


1.     Grant.  The Company hereby grants to the Employee under the Plan for past services and as a
separate incentive in connection with his or her employment and not in lieu of
any salary or other compensation for his or her services an award of [NUMBER] shares of Restricted Stock at par
value ($0.001 per share), commencing on the date hereof, subject to all of the
terms and conditions in this Agreement and the Plan.


 


2.     Shares
Held by Transfer Agent in Book Form. 
Unless and until the shares of Restricted Stock shall have vested, such
shares shall be reflected by book entry by the Company’s transfer agent,  and shall not be sold, transferred or
otherwise disposed of, and shall not be pledged or otherwise hypothecated.  The Company shall instruct the transfer agent
for its Common Stock to note its records as to the restrictions on transfer set
forth in this Agreement and the Plan. 
The certificate or certificates representing such shares shall not be
delivered by the transfer agent to the Employee unless and until the shares
have vested and all other terms and conditions in this Agreement have been
satisfied.


 


3.     Vesting
Schedule.  The shares of Restricted
Stock awarded by this Agreement shall vest as to 100% of the Shares on the
third anniversary of the Grant Date; subject to Employee remaining a Service
Provider through such vesting date.


 


4.     Forfeiture.
 The
shares of Restricted Stock which have not vested at the time of the Employee’s
termination of service shall
thereupon be forfeited and automatically transferred to and reacquired by the
Company at no cost to the Company.  The
Employee hereby appoints the the Company’s Secretary with full power of
substitution, as the Employee’s true and lawful attorney-in-fact with
irrevocable power and authority in the name and on behalf of the Employee to
take any action and execute all documents and instruments, including, without
limitation, stock powers which may be necessary to transfer the certificate or
certificates evidencing such unvested shares to the Company upon such
termination of service.


 


5.     Withholding
of Taxes.  Notwithstanding any
contrary provision of this Agreement, no certificate representing Restricted
Stock may be released by the transfer agent pursuant to Paragraph 2 unless
and until the Employee shall have delivered to the Company or its designated
Subsidiary the full amount of any federal, state or local income or other taxes
which the Company or such Subsidiary may be required by law to withhold with
respect to such Shares.  The Employee may
elect to satisfy any such income tax withholding requirement by having the
Company withhold shares of Common Stock otherwise deliverable to the Employee
or by delivering to the Company already-owned Shares, subject to the absolute
discretion of the Company to disallow satisfaction of such withholding by the
delivery or withholding of stock.


 

















 


6.     Rights
as Stockholder.  The Employee shall
have all the rights or privileges of a stockholder of the Company with respect
to the Shares, including the right to vote such Shares and receive dividends
and distributions on such Shares, vested or unvested. However, any dividends
and distributions made with respect to unvested Shares shall be subject to the
vesting and forfeiture provisions relating to such unvested Shares.


 


7.     No
Effect on Employment.  Subject to any
written employment contract with the Employee, the terms of Employee’s
employment shall be determined from time to time by the Company, or the Subsidiary
employing the Employee, as the case may be, and the Company, or the Subsidiary
employing the Employee, as the case may be, shall have the right, which is
hereby expressly reserved, to terminate or change the terms of the employment
of the Employee at any time for any reason whatsoever, with or without good
cause or notice.  The transactions
contemplated hereunder and the vesting schedule set forth herein do not
constitute an express or implied promise of continued employment for any period
of time.


 


8.     Tax
Consequences.  Set forth below is a
brief summary, as of the date of grant of shares of Restricted Stock, of some
of the federal tax consequences arising from the grant of shares of Restricted
Stock and disposition of such shares. 
THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS
ARE SUBJECT TO CHANGE.


 


9.     Grant
of Shares of Restricted Stock. Generally, no income will be recognized by
the Employee in connection with the grant of unvested shares of Restricted
Stock, unless an election under Section 83(b) of the Code is filed with the
Internal Revenue Service within 30 days of the Grant Date. Otherwise, as the
shares vest, the Employee will recognize compensation income in an amount equal
to the difference between the fair market value of the shares of Restricted
Stock at the time the shares vest and the amount paid for the stock, if any
(the “Spread”).  Generally, the Spread
will be subject to tax withholding by the Company, and the Company will be
entitled to a tax deduction in the amount at the time the Employee recognizes
compensation income with respect to shares of Restricted Stock.  Different rules may apply to individuals
subject to Section 16 of the Exchange Act.


 


10.       Disposition of Shares.  Upon disposition of the shares of Restricted
Stock, any gain or loss is treated as capital gain or loss.  If the shares are held 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. 
Long-term capital gains are grouped and netted by holding periods.  Net capital gains on assets held for more
than 12 months is capped at 15%.  Capital
losses are allowed in full against capital gains, and up to $3,000 against
other income.


 


THE EMPLOYEE ACKNOWLEDGES THAT IT IS THE EMPLOYEE’S SOLE RESPONSIBILITY
AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b),
EVEN IF THE EMPLOYEE REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS
FILING ON THE EMPLOYEE’S BEHALF.


 


11.       Address for Notices.  Any notice to be given to the Company under
the terms of this Agreement shall be addressed to the Company, in care of Stock Plan Administration at Coherent,


 


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Inc., 5100 Patrick Henry Drive, Santa Clara, CA  95054, or at such other address as the
Company may hereafter designate in writing.


 


12.       Conditions for Issuance of
Certificates for Stock.  The shares
of stock deliverable to the Employee may be either previously authorized but
unissued shares or issued shares that have been reacquired by the Company.  The Company shall not be required to issue
any certificate or certificates for shares of stock hereunder prior to
fulfillment of all the following conditions: 
(a) the admission of such shares to listing on all stock exchanges
on which such class of stock is then listed; (b) the completion of any
registration or other qualification of such shares under any State or Federal
law or under the rulings or regulations of the Securities and Exchange Commission
or any other governmental regulatory body, which the Company shall, in its
absolute discretion, deem necessary or advisable; (c) the obtaining of any
approval or other clearance from any State or Federal govern­mental agency,
which the Company shall, in its absolute discretion, determine to be necessary
or advisable; and (d) the lapse of such reasonable period of time
following the date of grant of the Restricted Stock as the Company may
establish from time to time for reasons of administrative convenience.


 


13.       Plan Governs.  This Agreement is subject to all terms and
provisions of the Plan.  In the event of
a conflict between one or more provisions of this Agreement and one or more
provisions of the Plan, the provisions of the Plan shall govern.  Capitalized terms used and not defined in
this Agreement shall have the meaning set forth in the Plan.


 


14.       Captions.  Captions provided herein are for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.


 


15.       Agreement
Severable.  In the event that any
provision in this Agreement shall be held invalid or unenforceable, such
provision shall be severable from, and such invalidity or unenforce­ability
shall not be construed to have any effect on, the remaining provisions of this
Agreement.


 


16.       Modifications
to the Agreement.  This Agreement
constitutes the entire understanding of the parties on the subjects
covered.  The Employee expressly warrants
that he or she is not executing this Agreement in reliance on any promises,
representations, or inducements other than those contained herein.  Modifications to this Agreement or the Plan
can be made only in an express written contract executed by a duly authorized
officer of the Company.


 


17.       Governing
Law.  This Agreement will be covered
by the internal substantive laws, but not the choice of law rules, of
California.


 


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