Exhibit
10.2


COHERENT,
INC.


RESTRICTED
STOCK AGREEMENT APPENDIX A


TERMS AND
CONDITIONS OF RETRICTED 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 the number of shares of Restricted Stock set
forth in the Notice of Grant to which this Agreement is attached as Appendix A,
at par value ($0.001 per share), subject to all of the terms and conditions in
this Agreement, the Notice of Grant 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 or
electronic entries 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 and the Notice of Grant have been
satisfied.


3.     Vesting
Schedule.  The shares of Restricted
Stock awarded by this Agreement shall vest as set forth in the Notice of Grant.


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 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
Taxes.  Notwithstanding any contrary
provision of this Agreement, no certificate or electronic entry representing
Restricted Stock may be released by the transfer agent to Employee 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 minimum statutory income and
employment tax withholding requirements 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 minimum statutorily required 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 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 



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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.       Addresses
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, 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, including the Notice of
Grant, 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
that are adverse to Employee can be made only in an express written contract
executed by a duly authorized officer of the Company and Employee.


17.       Administrator Authority.  The Administrator will have the power to
interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret or revoke any such rules (including, but not limited
to, the determination of whether or not any shares have vested).  All actions taken and all interpretations and
determinations made by the Administrator will be final and binding upon
Employee, the Company and all other interested persons.  No member of the Administrator will be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or this Agreement.


18.       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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