**Exhibit 10.2**

**GSI GROUP INC.**

**2010 INCENTIVE AWARD PLAN**

**RESTRICTED STOCK UNIT AWARD GRANT NOTICE**

GSI Group Inc., a company organized under the laws of the Province of New Brunswick, Canada (together with any successor thereto, the “***Company***”), pursuant to its 2010 IncentiveAward Plan, as amended from time to time (the “***Plan***”), hereby grants to the holder listed below (“***Participant***”), an award of restricted stock units (“***Restricted Stock Units***”).Each Restricted Stock Unit represents the right to receive one share of Common Stock (as defined in the Plan) upon vesting of such Restricted Stock Unit. This award of Restricted Stock Units is subject to all of the terms and conditions set forthherein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “***Restricted Stock Unit Award Agreement***”) and the Plan, each of which are incorporated herein by reference. 

 

Participant agrees not to disclose the terms of this Grant Notice to any entity or person unless the Company agrees to such disclosure inadvance and in writing; *provided* that Participant may, without such permission, (a) make such disclosures as are required by applicable law, including disclosures to taxing agencies and pursuant to federal or state securities law, and(b) disclose the terms of this Grant Notice to his or her attorney(s), accountant(s) and tax advisor(s), as reasonably necessary, and to members of his or her immediate family; *provided*, *further*, that Participant instructs suchperson(s) that the terms of this Grant Notice are strictly confidential and are not to be revealed to anyone else except as required by applicable law. 

By his or her signature and the Company’s signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Unit Award Agreement and this Grant Notice.Participant has reviewed the Restricted Stock Unit Award Agreement, the Plan and this Grant Notice in their entirety and fully understands all provisions of this Grant Notice, the Restricted Stock Unit Award Agreement and the Plan. If Participant ismarried, his or her spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit B. 

 

**EXHIBIT A**

**TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE**

**GSI GROUP INC. RESTRICTEDSTOCK UNIT AWARD AGREEMENT**

Pursuant to the Restricted Stock Unit Award Grant Notice (the “***GrantNotice***”) to which this Restricted Stock Unit Award Agreement (this “***Agreement***”) is attached, GSI Group Inc., a company organized under the laws of the Province of New Brunswick, Canada (the“***Company***”), has granted to Participant an award of restricted stock units (“***Restricted Stock Units***” or “***RSUs***”) under the GSI Group Inc. 2010 Incentive Award Plan, as amendedfrom time to time (the “***Plan***”). 

**ARTICLE 1.**

**GENERAL**

1.1 Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Grant Notice or thePlan. As used herein, the term “stock unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of Common Stock (subject to adjustment as provided in Article 13 ofthe Plan) solely for purposes of the Plan and this Agreement. The Restricted Stock Units shall be used solely as a device for the determination of the payment to eventually be made to Participant if such Restricted Stock Units vest pursuant toSection 2.3 hereof. The Restricted Stock Units shall not be treated as property or as a trust fund of any kind. 

1.2Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any conflict between the provisions of this Agreement and the Plan, the terms of the Planshall control. 

**ARTICLE 2.**

**GRANT OF RESTRICTED STOCK UNITS**

2.1 Grant of RSUs. Inconsideration of Participant’s past and/or continued employment with or service to the Company or a Subsidiary and for other good and valuable consideration, effective as of[            ] (the “***Grant Date***”), the Company grants to Participant an award of RSUs as set forth in the Grant Notice, upon the terms and conditions setforth in the Plan and this Agreement, subject to adjustments as provided in Article 13 of the Plan. 

2.2 Company’sObligation to Pay. Each RSU has a value equal to the Fair Market Value of a share of Common Stock on the date it becomes vested. Unless and until the RSUs will have vested in the manner set forth in Article 2 hereof, Participant will have noright to payment of any such RSUs. Prior to actual payment of any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. 

2.3 Vesting Schedule. 

(a) Subject to Sections 2.3(b) and 2.5 hereof, the RSUs awarded by the Grant Notice will, subject to Participant’s continued employment or services through the applicable vesting dates, vest andbecome nonforfeitable with respect to the applicable portion thereof according to the following vesting schedule: 

(i)33-1/3% of the RSUs shall vest and become nonforfeitable on the first anniversary of the Grant Date; 

 
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(ii) 33-1/3% of the RSUs shall vest and become nonforfeitable on the second anniversary ofthe Grant Date; and 

(iii) 33-1/3% of the RSUs shall vest and become nonforfeitable on the third anniversary of the GrantDate. 

Other than with respect to the final installment, the number of RSUs that shall vest and become nonforfeitable on each applicablevesting date shall be rounded down to the next whole number. Except as set forth in Section 2.3(b), unless otherwise determined by the Administrator, partial employment or service, even if substantial, during any vesting period will not entitleParticipant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a Termination of Service as provided in Section 2.5 hereof or under the Plan. 

(b) Notwithstanding Section 2.3(a) hereof, but subject to Section 2.5 hereof, the RSUs will become fully vested andnonforfeitable with respect to all shares of Common Stock covered thereby immediately prior to a Change in Control (and subject to the consummation of, and Participant’s continued employment or services until immediately prior to, such Changein Control). 

2.4 Consideration to the Company. As a condition precedent to the grant of the award of RSUs by theCompany, Participant shall have executed and delivered to the Company an Employee Patent and Proprietary Information Utilization, Non-Competition and Non-Solicitation Agreement (or similar agreement) in the Company’s then-applicable form. Infurther consideration of the grant of the award of RSUs by the Company, Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon Participant any right tocontinue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services ofParticipant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant. 

2.5 Forfeiture, Termination and Cancellation upon Termination of Service. Notwithstanding any contrary provision of thisAgreement, except as otherwise set forth in Section 2.3(b), upon Participant’s Termination of Service for any or no reason, all then unvested RSUs subject to this Agreement will thereupon be automatically forfeited, terminated andcancelled as of the applicable termination date without payment of any consideration by the Company, and Participant, or Participant’s beneficiary or personal representative, as the case may be, shall have no further rights hereunder.

2.6 Payment upon Vesting. 

(a) As soon as administratively practicable following the vesting of any Restricted Stock Units pursuant to Section 2.3 hereof, but in no event later than sixty (60) days after such vesting date(for the avoidance of doubt, this deadline is intended to comply with the “short-term deferral” exemption from Section 409A of the Code), the Company shall deliver to Participant (or any transferee permitted under Section 3.2hereof) a number of shares of Common Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) equal to the number of Restricted StockUnits subject to this award that vest on the applicable vesting date, unless such Restricted Stock Units terminate prior to the given 

 
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vesting date pursuant to Section 2.5 hereof; *provided, however,* that to the extent any RSUs become vested pursuant to Section 2.3(b) hereof, the Company shall deliver such sharesof Common Stock to Participant immediately upon vesting prior to the Change in Control (subject to the consummation of such Change in Control). Notwithstanding the foregoing, in the event shares of Common Stock cannot be issued pursuant toSection 2.7(a), (b) or (c) hereof, then the shares of Common Stock shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Administrator determines that shares of Common Stock can again beissued in accordance with Sections 2.7(a), (b) and (c) hereof. 

(b) Notwithstanding anything to the contrary in thisAgreement, the Company shall be entitled to require payment by Participant of any sums required by applicable law to be withheld with respect to the grant of RSUs or the issuance of shares of Common Stock. Such payment shall be made by deductionfrom other compensation payable to Participant or in the following other form of consideration: 

(i) Cash or check;

(ii) Surrender of shares of Common Stock (including, without limitation, shares of Common Stock otherwise issuable under theRSUs) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the minimum amount required to be withheld by statute; or

(iii) Other property acceptable to the Administrator (including, without limitation, through the delivery of a notice thatParticipant has placed a market sell order with a broker with respect to shares of Common Stock then issuable under the RSUs, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company insatisfaction of its withholding obligations; *provided* that payment of such proceeds is then made to the Company upon settlement of such sale). 

The Company shall not be obligated to deliver any new certificate representing shares of Common Stock to Participant or Participant’s legal representative or enter such share of Common Stock in bookentry form unless and until Participant or Participant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of Participant resulting from thegrant of the RSUs or the issuance of shares of Common Stock. 

2.7 Conditions to Delivery of Common Stock. Subject toSection 11.4 of the Plan, the shares of Common Stock deliverable hereunder, or any portion thereof, may be either previously authorized but unissued shares of Common Stock or issued shares of Common Stock which have then been reacquired by theCompany. Such shares of Common Stock shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any shares of Common Stock deliverable hereunder or portion thereof prior to fulfillment of all of the followingconditions: 

(a) The admission of such shares of Common Stock to listing on all stock exchanges on which such Common Stock isthen listed; 

(b) The completion of any registration or other qualification of such shares of Common Stock under any state orfederal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable; 

 
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(c) The obtaining of any approval or other clearance from any state or federal governmentalagency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable; 

(d) The receipt bythe Company of all payments in connection with such shares of Common Stock, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 2.6 hereof; and 

(e) The lapse of such reasonable period of time following the vesting of any Restricted Stock Units as the Administrator may from time totime establish for reasons of administrative convenience. 

2.8 Rights as Stockholder. The holder of the RSUs shall notbe, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of the RSUs and any shares of Common Stock underlying the RSUs and deliverable hereunderunless and until such shares of Common Stock shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). Noadjustment will be made for a dividend or other right for which the record date is prior to the date the shares of Common Stock are issued, except as provided in Section 13.2 of the Plan. 

**ARTICLE 3.**

**OTHER PROVISIONS**

3.1 Administration. The Administrator shall have the power to interpret the Plan, this Agreement and the Grant Notice and to adopt such rules for the administration, interpretation and applicationof the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Companyand all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the RSUs. 

3.2 Grant is Not Transferable. During the lifetime of Participant, the RSUs may not be sold, pledged, assigned or transferred inany manner other than by will or the laws of descent and distribution, unless and until the shares of Common Stock underlying the RSUs have been issued, and all restrictions applicable to such shares of Common Stock have lapsed. Neither the RSUs norany interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment orany other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall benull and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence. 

3.3Binding Agreement. Subject to the limitation on the transferability of the RSUs contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of theparties hereto. 

3.4 Adjustments Upon Specified Events. The Administrator may accelerate payment and vesting of theRestricted Stock Units in such circumstances as it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Common Stock contemplated by 

 
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Article 13 of the Plan (including, without limitation, an extraordinary cash dividend on such Common Stock), the Administrator shall make such adjustments the Administrator deems appropriate inthe number of Restricted Stock Units then outstanding and the number and kind of securities that may be issued in respect of the Restricted Stock Units. Participant acknowledges that the RSUs are subject to amendment, modification and termination incertain events as provided in this Agreement and Article 13 of the Plan. 

3.5 Notices. Any notice to be given under theterms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant atParticipant’s last address reflected on the Company’s records. By a notice given pursuant to this Section 3.5, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemedduly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service. 

3.6 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction ofthis Agreement. 

3.7 Governing Law. The laws of the Commonwealth of Massachusetts shall govern the interpretation,validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. 

3.8 Conformity to Securities Laws. Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and theExchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and theRSUs are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules andregulations. 

3.9 Amendments, Suspension and Termination. To the extent permitted by the Plan, this Agreement may bewholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board; *provided* that, except as may otherwise be provided by the Plan, no amendment, modification, suspensionor termination of this Agreement shall adversely affect the RSUs in any material way without the prior written consent of Participant. 

3.10 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors andassigns of the Company. Subject to the restrictions on transfer herein set forth in Section 3.2 hereof, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns. 

3.11 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, ifParticipant is subject to Section 16 of the Exchange Act, the Plan, the RSUs and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including anyamendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicableexemptive rule. 

 
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3.12 Entire Agreement. The Plan, the Grant Notice and this Agreement constitute theentire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. 

3.13 Section 409A. The RSUs are not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department ofTreasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “***Section 409A***”). However, notwithstandingany other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the RSUs (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its solediscretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments,policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirementsof Section 409A. 

3.14 Limitation on Participant’s Rights. Participation in the Plan confers no rights orinterests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and ofitself, has any assets. Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receivethe Common Stock as a general unsecured creditor with respect to RSUs, as and when payable hereunder. 

3.15 AccountAdministration. The Company may from time to time appoint a broker to administer the awards under the Plan. To the extent the Company appoints such a broker, Participant agrees that he or she shall, upon request by the Company, open an employeebrokerage services account at such broker. 

 
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**EXHIBIT B**

**TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE**

**CONSENT OF SPOUSE**

I,                                        ,spouse of                                        ,have read and approve the foregoing GSI Group Inc. Restricted Stock Unit Award Agreement (the “***Agreement***”). In consideration of issuing to my spouse the shares of the common stock of GSI Group Inc. set forth in the Agreement,I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares of the commonstock of GSI Group Inc. issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement. 

 
Dated:                       
 
  Signature of Spouse
 
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