Exhibit 10.1
Coherent, Inc.
5100 Patrick Henry Drive
Santa Clara, CA 95054
January 31, 2008
Oliver Press Partners, LLC
152 West 57th Street
New York, NY 10019
Re:
Letter Agreement
Ladies and Gentlemen:
This letter agreement confirms the understanding and agreement between
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, as follows:
1.
Board Matters.
(A)
THE COMPANY HEREBY CONFIRMS THAT THE BOARD
OF DIRECTORS OF THE COMPANY (THE "BOARD") HAS CONSIDERED THE NOMINATION OF
MR. CLIFFORD PRESS ("CLIFFORD PRESS") AS A CANDIDATE FOR ELECTION TO THE BOARD
AND HAS APPROVED HIS NOMINATION AS A CANDIDATE FOR ELECTION TO THE BOARD AT THE
NEXT ANNUAL MEETING OF STOCKHOLDERS OF THE COMPANY.
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, INCLUDING ANY ADJOURNMENT OR POSTPONEMENT THEREOF (THE "NEXT
ANNUAL MEETING").
THE COMPANY SHALL INCLUDE IN ITS PROXY STATEMENT FOR THE NEXT
ANNUAL MEETING (THE "COMPANY PROXY STATEMENT") A RECOMMENDATION OF THE BOARD
THAT ALL STOCKHOLDERS OF THE COMPANY VOTE THEIR SHARES OF COMPANY STOCK "FOR"
THE ELECTION OF ALL OF THE COMPANY'S DIRECTOR CANDIDATES ON THE SLATE, INCLUDING
CLIFFORD PRESS.
IN CONNECTION WITH THE PREPARATION OF THE PROXY STATEMENT,
CLIFFORD PRESS SHALL PROVIDE THE COMPANY WITH ALL INFORMATION THE COMPANY MAY
REASONABLY REQUIRE OR REASONABLY REQUEST FROM HIM IN ORDER TO ENABLE THE COMPANY
TO COMPLY WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS, INCLUDING ALL
RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC").
IN
FURTHERANCE THEREOF, CLIFFORD PRESS HEREBY CONSENTS TO BEING INCLUDED ON THE
SLATE AND BEING NAMED IN THE PROXY STATEMENT AS A CANDIDATE FOR ELECTION AS A
DIRECTOR OF THE COMPANY.
IN THE EVENT THAT THE COMPANY SHALL NOT CONVENE AND
HOLD THE NEXT ANNUAL MEETING ON OR BEFORE MARCH 19, 2008, THE COMPANY (ACTING
THROUGH THE BOARD) SHALL TAKE ANY AND ALL CORPORATE AND OTHER ACTION NECESSARY
TO INCREASE THE SIZE OF THE BOARD BY ONE SEAT AND APPOINT CLIFFORD PRESS TO FILL
THE VACANCY SO CREATED BY SUCH INCREASE NO LATER THAN MARCH 21, 2008.
(B)
EACH OF CLIFFORD PRESS AND THE OTHER OPP
PARTIES HEREBY AGREE THAT, IF AT ANY TIME PRIOR TO THE NEXT ANNUAL MEETING, THE
OPP PARTIES CEASE TO BENEFICIALLY OWN, IN THE
AGGREGATE, AT LEAST 50% OF THE NUMBER OF SHARES OF THE COMPANY'S COMMON STOCK
SET FORTH IN THE SCHEDULE 13D FILED BY THE OPP PARTIES WITH THE SEC IN RESPECT
OF COMPANY COMMON STOCK ON JANUARY 10, 2008 (THE "MOST RECENT 13D"), THE
COVENANTS AND OTHER OBLIGATIONS OF THE COMPANY SET FORTH IN SECTION 1(A) HEREOF
SHALL TERMINATE AND EXPIRE AUTOMATICALLY AND WITHOUT ANY ACTION ON THE PART OF
THE COMPANY OR ANY OF THE OPP PARTIES.
IN CLARIFICATION AND NOT IN LIMITATION