Semiconductors

TRANSITION AGREEMENT

This TRANSITION AGREEMENT, made and entered into as of this 9th day of October 2002, by and between FSI INTERNATIONAL, INC., a corporation organized and existing under the laws of the state of Minnesota, United States of America (FSI), and METRON TECHNOLOGY N.V., a company organized as a Naamloze Vennootschap under the laws of the Netherlands (Metron).

PREAMBLE

WHEREAS, FSI and Metron have entered into and are parties to that certain FSI/Metron Distribution Agreement, dated March 31, 1998 (as amended by the 2000 Distribution Agreement, the 1998 Distribution Agreement), and that certain FSI Surface Conditioning Division/Metron Distribution Agreement, dated July 10, 2000 (the 2000 Distribution Agreement and, together with the 1998 Distribution Agreement, the Distribution Agreements).

WHEREAS, pursuant to the terms of the 1998 Distribution Agreement, Metron has been appointed as distributor for certain microlithography products of FSI for the territories defined therein.

WHEREAS, pursuant to the terms of the 2000 Agreement, Metron has been appointed as distributor for certain surface conditioning products of FSI and certain immersion system products of FSIs subsidiary, SCD Mountain View, Inc., for the territories defined therein.

WHEREAS, FSI and Metron each desire to enter into this Agreement to provide for the terms and conditions under which Metron and the Metron Selling Affiliates (as defined below) will sell and transfer to FSI and the FSI Purchasing Affiliates (as defined below), and FSI and the FSI Purchasing Affiliates will purchase from Metron and the Metron Selling Affiliates, all distribution and other rights granted to Metron under the Distribution Agreements for the distribution and servicing of the FSI products in all areas of the world except Israel.

WHEREAS, in connection with the transactions contemplated by this Agreement, FSI and Metron have agreed to enter into a distribution agreement pursuant to which FSI will appoint Metron its distributor for products of FSI for the territory of Israel.

NOW, THEREFORE, in consideration of the premises, the respective covenants and commitments of the parties set forth herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, FSI, for and on behalf of itself and its Affiliates, and Metron, for and on behalf of itself and its Affiliates, hereby agree as follows:

ARTICLE I
DEFINITIONS; INTERPRETATION

1.1          Terms Defined in this Agreement.  For purposes of this Agreement, where written with an initial capital letter, the following terms, words and phrases shall have the following respective meanings:

Additional Cash Advance has the meaning given such term in Section 2.3(a).

Affiliate means, with respect to any Entity, any other Entity controlled by, under common control with, or which controls such Entity through (i) the ownership, either directly or indirectly, of more than 50% of the voting shares or equity interests of such Entity, (ii) the right to elect the majority of the directors or members of any similar managing body of such Entity (except by reason of the occurrence of a contingency) or (iii) the right to manage and control such Entity pursuant to contract; provided that, for purposes of this Agreement, FSI Ltd shall not be an Affiliate of FSI.

Aging Spare Parts Inventory means Spare Parts held in inventory by Metron or any Metron Selling Affiliate which, in the case of SCD/System Products parts, were purchased more than one year prior to Closing Date and, in the case of MLD/System Products Parts, were purchased more than two years prior to the Closing Date.

Agreement and this Agreement means this Transition Agreement, including all exhibits and schedules hereto.

Base Cost means, in the case of Products, Spare Parts and Demonstration Equipment in Metrons inventory and to be repurchased by FSI hereunder, the original invoice price for such Products, Spare Parts and Demonstration Equipment as converted into the relevant local currency, adjusted from time to time for currency rate fluctuations and carried on the books and records of Metron or the relevant Metron Selling Affiliate.

Cash Advance has the meaning given such term in Section 2.3(a).

Closing has the meaning given such term in Section 8.1.

Closing Date means the date on which the Closing is completed pursuant to the terms of Section 8.1.

Closing Date Product Purchase Orders has the meaning given such term in Section 4.1(c).

Closing Date Service/Applications Support Contracts has the meaning given such term in Section 4.4(c).

Closing Date Spare Parts Purchase Orders has the meaning given such term in Section 4.3(c).

Closing Date System Start-Ups has the meaning given such term in Section 4.2(a).

COHERENT, INC.
MANAGEMENT TRANSITION AGREEMENT

        THIS AGREEMENT is effective as of October 1, 2002 (the "Effective Date"), by and between Coherent, Inc. ("Coherent") and Bernard Couillaud ("Couillaud").

RECITALS

A.

Couillaud is employed by Coherent and is a member of the Board of Directors of Coherent.

B.

Effective October 1, 2002, Couillaud shall cease to be President and Chief Executive Officer and shall become Chairman.

C.

Couillaud will remain a member of the Board of Directors of Coherent until he either resigns, is not re-elected or is removed from the Board of Directors.

D.

Coherent desires to retain Couillaud's services as an employee in the position of Chairman for the period commencing October 1, 2002 and ending October 1, 2003 (the "Employment Term"), upon the terms set forth herein.

E.

Couillaud is willing to provide services as an employee pursuant to this Agreement.

        NOW THEREFORE, the parties agree as follows:

        1.    Term.    The term of this Agreement shall commence on the Effective Date and shall continue until all the payments due and all other obligations of the parties hereunder have been made or satisfied; provided, however, that notwithstanding any other provision of this Agreement, Couillaud's and Coherent's representations, obligations, covenants and duties under the Employee Agreement by and between Couillaud and Coherent dated November 11, 1983 shall survive any termination of this Agreement.

        2.    Duties of Couillaud.    As of the Effective Date, Couillaud shall cease to be President and Chief Executive Officer and shall become Chairman of Coherent. During the Employment Term, Couillaud shall remain a member of the Board of Directors of Coherent, until he either resigns, is not re-elected or is removed from the Board of Directors. During the Employment Term, Couillaud's compensation and other benefits shall be as provided in Section 3(a).

        3.    Compensation.    

        (a)    Cash Compensation.    While employed by Coherent during the Employment Term Couillaud shall be paid a base salary of $520,000 per year in accordance with Coherent's standard payroll practices. Couillaud shall not be eligible to participate in Coherent's Variable Compensation Plan during the Employment Term. Couillaud shall also receive, promptly following the termination of the Employment Term, full payment for all accrued wages, including but not limited to, unused vacation days to which he is entitled pursuant to Coherent policy




        (b)    Benefits.    While employed by Coherent during the Employment Term, Couillaud shall be eligible to participate in the employee benefit plans and executive compensation programs maintained by Coherent applicable to other key executives of Coherent, including (without limitation) retirement plans, savings or profit sharing plans, stock option, life, disability, health, accident and other insurance programs, paid vacations, and similar plans or programs, subject, in each case, to the generally applicable terms and conditions of the applicable plan or program in question and to the determination of any committee administering such plan or program.




        (c)    Medical, Dental and Vision Coverage.    During the Employment Term and thereafter, Couillaud shall receive from Coherent Group Medical, Dental and Vision Insurance, including an

COHERENT, INC.
MANAGEMENT TRANSITION AGREEMENT

        THIS AGREEMENT is effective as of April 8, 2002 (the "Effective Date"), by and between Coherent, Inc. ("Coherent") and Robert J. Quillinan ("Quillinan").

RECITALS

A.

Quillinan is employed by Coherent and is a member of the Board of Directors of Coherent.

B.

Effective April 8, 2002, Quillinan shall cease to be Executive Vice-President and Chief Financial Officer and shall become Executive Vice-President of Business Development.

C.

Quillinan will remain a member of the Board of Directors of Coherent until he either resigns, is not re-elected or is removed from the Board of Directors.

D.

Coherent desires to retain Quillinan's services as Executive Vice-President of Business Development for the period commencing April 8, 2002 and ending April 30, 2003 (the "Employment Term"), upon the terms set forth herein.

E.

Quillinan is willing to provide services as an employee pursuant to this Agreement.

        NOW THEREFORE, the parties agree as follows:

        1.    Term.    The term of this Agreement shall commence on the Effective Date and shall continue until all the payments due and all other obligations of the parties hereunder have been made or satisfied; provided, however, that notwithstanding any other provision of this Agreement, Quillinan's and Coherent's representations, obligations, covenants and duties under the Employee Agreement by and between Quillinan and Coherent dated April 2, 1980 shall survive any termination of this Agreement.

        2.    Duties of Quillinan.    As of the Effective Date, Quillinan shall cease to be Executive Vice-President and Chief Financial Officer and shall become Executive Vice-President of Business Development of Coherent. While employed as such, Quillinan shall continue to report to Coherent's Chief Executive Officer. During the Employment Term, Quillinan shall remain a member of the Board of Directors of Coherent, until he either resigns, is not re-elected or is removed from the Board of Directors. During the Employment Term, Quillinan's compensation and other benefits shall be as provided in Section 3(a).

        3.    Compensation.    

        (a)    Cash Compensation.    While employed by Coherent during the Employment Term (i) Quillinan shall be paid a base salary of $220,000 per year in accordance with Coherent's standard payroll practices, and (ii) Quillinan's Variable Compensation Plan shall initially be set with a target bonus equal to 50% of his base salary, but such bonus percentage shall be subject to adjustment by Coherent's board of directors (or compensation committee) consistent with the adjustments made to other participants in the VCP Plan. Quillinan shall also receive, promptly following the termination of the Employment Term, full payment for all accrued wages, including but not limited to, unused vacation days to which he is entitled pursuant to Coherent policy




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