provided that this period shall be reduced to 90 days from the date (i) the
Company terminates this Agreement under Section 4(b) or (ii) Mr. Quillinan
voluntarily terminates his employment with the company if such date is prior to
April 30, 2003.
(2)
The 2004 Options shall be hereby amended to vest as of March 5,
2002. Mr. Quillinan shall be entitled to exercise the 2004 Options until
March 5, 2005, even if Mr. Quillinan's employment with the Company is terminated
prior to that date, provided that the Company shall be entitled to cancel the
2004 Options, repurchase the stock issued upon exercise of the 2004 Options for
the exercise price, or recapture the net proceeds received upon exercise and
sale of the 2004 Options if (i) the Company terminates this Agreement under
Section 4(b) or (ii) Mr. Quillinan voluntarily terminates his employment with
the company prior to April 30, 2003.
(3)
Except as set forth above, Quillinan's options to purchase Coherent
stock shall be governed by the provisions of the applicable option agreements by
and between Quillinan and Coherent. During the Employment Term, any additional
option grants will reflect Quillinan's new position.
(f)
Imputed Income.
QUILLINAN ACKNOWLEDGES AND AGREES THAT HE
SHALL BE SOLELY RESPONSIBLE FOR ALL TAXES ASSOCIATED WITH ANY INCOME IMPUTED TO
QUILLINAN AS A RESULT OF BENEFITS PROVIDED UNDER THIS AGREEMENT.
3.
Termination.
(a)
Termination by Quillinan.
(1)
Voluntary Termination.
Quillinan may voluntarily terminate
this Agreement upon thirty (30) days written notice or by voluntarily
terminating his employment prior to the Employment Term. Upon the effectiveness
of such termination, Quillinan shall immediately cease to accrue any benefits
hereunder.
(2)
Death of Quillinan.
Except as otherwise provided herein, upon
Quillinan's death during the term of this Agreement, Quillinan shall immediately
cease to accrue any benefits hereunder. In such event, any compensation already
accrued by Quillinan shall be paid to Quillinan's estate in accordance with his
testamentary disposition or the laws of descent and distribution.
(b)
Termination of Agreement for Cause.
Other than pursuant to
Quillinan's death or total disability, this Agreement may only be terminated by
Coherent for "Cause." Quillinan will immediately cease to accrue any
compensation or benefits hereunder upon such termination. Before exercising its
right to terminate this Agreement under this Section, the Company shall provide
Quillinan with written notice setting forth in reasonable detail the facts and
circumstances relating to its determination, and granting Quillinan the
opportunity to cure any such default within 30 days following his receipt of the
notice. The term "Cause" is defined as any one or more of the following
occurrences:
(i)Quillinan's commission of an act of fraud or misappropriation of funds,
whether prior to or subsequent to the date hereof, upon Coherent; or
(ii)Quillinan's continuing repeated willful failure or refusal to perform his
material duties as required by this Agreement or gross negligence by Quillinan
in the scope of his provision of services to Coherent; or
(iii)Any breach by Quillinan of any provision of Section 5; or
(iv)Violation