Exhibit 10.1


 


January 5, 2009


 


Oliver
Press Partners, LLC


152
West 57th Street


New
York, NY  10019


 


Re:                             Amendment No. 1
to Letter Agreement


 


Ladies
and Gentlemen:


 


This
letter agreement (this “Agreement”) amends certain of the provisions of
the letter agreement dated January 31, 2008 (the “Prior Letter
Agreement”) by and among Coherent, Inc., a Delaware corporation (the “Company”),
on the one hand, and Oliver Press Partners, LLC, Oliver Press Investors, LLC,
Augustus K. Oliver and Clifford Press (hereinafter collectively referred to as
the “OPP Parties”), on the other hand. 
Capitalized terms used but not defined in this Agreement shall have the
meanings given to them in the Prior Letter Agreement.  For good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Prior Letter
Agreement is hereby amended as follows:


 


1.                                       The second
sentence of Section 1(a) of the Prior Letter Agreement is amended to
read:


 


“The
Company shall include Clifford Press among its slate of candidates (the “Slate”)
to be presented to the stockholders of the Company at the Company’s next annual
meeting of stockholders to be held in 2009, including any postponement or
adjournment thereof (the “Next Annual Meeting”).”


 


2.                                       The last
sentence of Section 1(a) of the Prior Letter Agreement shall be
deleted.


 


3.                                       The phrase “date
of the Next Annual Meeting and Clifford Press’ election to the Board” in the
first sentence of Section 1(d) of the Prior Letter Agreement shall be
replaced with “date of this letter agreement”.


 


4.                                       The phrase “If
Clifford Press is elected to the Board at the Next Annual Meeting, for” in the
first sentence of Section 1(e) of the Prior Letter Agreement shall be
replaced with “For”.


 


5.                                       The phrase “if
he is elected to the Board at the Next Annual Meeting, he will owe” in the
first sentence of Section 1(f) of the Prior Letter Agreement shall be
replaced with “he owes”.


 


6.                                       The phrase “For
a period beginning on the date hereof and continuing until (x) the first
(1st) anniversary
of the Next Annual Meeting if Clifford Press is elected to the Board at the
Next Annual Meeting, or” in the first sentence of Section 4 shall be
replaced with “For a period beginning on the date hereof and continuing until
the earlier to occur of (x) the first (1st) anniversary of the Next Annual Meeting and”.


 

















 


If
the foregoing is acceptable, kindly sign and return a duplicate copy of this
Agreement to the undersigned.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  COHERENT, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Ambroseo

  
	
   

  	
  Name: John R. Ambroseo, PhD

  
	
   

  	
  Title: Chief Executive Officer and President

  



 


	
  Agreed to by:

  	
   

  
	
   

  	
   

  
	
  OLIVER PRESS PARTNERS, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Augustus K. Oliver

  	
   

  
	
  Name: Augustus K. Oliver

  	
   

  
	
  Title: Managing Member

  	
   

  
	
   

  	
   

  
	
  OLIVER PRESS INVESTORS, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Clifford Press

  	
   

  
	
  Name: Clifford Press

  	
   

  
	
  Title: Managing Member

  	
   

  
	
   

  	
   

  
	
  AUGUSTUS K. OLIVER

  	
   

  
	
   

  	
   

  
	
  /s Augustus K. Oliver

  	
   

  
	
   

  	
   

  
	
  CLIFFORD PRESS

  	
   

  
	
   

  	
   

  
	
  /s/ Clifford Press