Photon Dynamics Inc Sample Contracts

BETWEEN
Lease Agreement • December 6th, 2001 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • Texas
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PHOTON DYNAMICS, INC. LOAN AND SECURITY AGREEMENT TABLE OF CONTENTS
Loan and Security Agreement • January 28th, 2000 • Photon Dynamics Inc • Special industry machinery, nec • California
BETWEEN
Employment Agreement • February 13th, 2001 • Photon Dynamics Inc • Special industry machinery, nec • Ontario
COMMON STOCK
Underwriting Agreement • January 28th, 2000 • Photon Dynamics Inc • Special industry machinery, nec • California
KEY EMPLOYEE AGREEMENT FOR RICHARD AMTOWER
Key Employee Agreement • December 16th, 1999 • Photon Dynamics Inc • Special industry machinery, nec
ARTICLE 1
Voting and Exchange Trust Agreement • February 13th, 2001 • Photon Dynamics Inc • Special industry machinery, nec • Ontario
Photon Dynamics, Inc. 2005 Equity Incentive Plan Stock Option Agreement (Incentive Stock Option or Nonstatutory Stock Option)
Stock Option Agreement • February 14th, 2007 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Photon Dynamics, Inc. (the “Company”) has granted you an option under its 2005 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

ARTICLE II REPRESENTATIONS AND WARRANTIES OF COMPANY
Acquisition Agreement • November 7th, 2000 • Photon Dynamics Inc • Special industry machinery, nec • California
PHOTON DYNAMICS, INC. (a California corporation) 2,300,000 Shares of Common Stock PURCHASE AGREEMENT
Photon Dynamics Inc • January 31st, 2002 • Instruments for meas & testing of electricity & elec signals • New York

MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated CIBC World Markets Needham & Company, Inc. as Representatives of the several Underwriters

Agreement ---------
Agreement Regarding • October 27th, 1999 • Photon Dynamics Inc • Special industry machinery, nec • California
April 5, 2005 Mr. Soonman “Steve” Song [Address omitted] Re: Amendment to Employment Agreement Dear Steve:
Employment Agreement • November 9th, 2005 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals

On behalf of Photon Dynamics, Inc. (the “Company”), I am pleased to offer you an amendment (“Amendment”) to your employment agreements with the Company, as stated below.

Photon Dynamics, Inc. 2005 Employee Incentive Plan RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • February 14th, 2007 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals
AGREEMENT REGARDING CHANGE OF CONTROL -------------------------------------
Agreement Regarding Change of Control • December 30th, 1996 • Photon Dynamics Inc • Special industry machinery, nec • California
MANUFACTURING AGREEMENT
Manufacturing Agreement • May 12th, 2008 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • California

This manufacturing agreement (the “Agreement”) is made and entered into on August 3, 2006 (‘Effective Date”) by and between Photon Dynamics, Inc. (“PDF), a California corporation, having its principal office at 5970 Optical Drive, San Jose, California 95138, and Ultra Clean Technology Systems and Service, Inc. a corporation organized and existing under the laws of the State of California having its principal office at 150 Independence Drive, Menlo Park, CA 94025 and its affiliates (Collectively “the “Manufacturer”). PDI and Manufacturer are each individually referred to herein as the “Party” and collectively as the “Parties.”

ASSET PURCHASE AGREEMENT made and entered into as of the 2nd day July, 2002 BETWEEN PHOTON DYNAMICS, INC. and ART ADVANCED RESEARCH TECHNOLOGIES INC.
Asset Purchase Agreement • July 22nd, 2002 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 2nd day July, 2002 between Photon Dynamics, Inc., a California corporation, (the "Purchaser") and ART Advanced Research Technologies Inc., a corporation incorporated under the laws of the Province of Québec (the "Vendor"). The Purchaser and the Vendor are referred to collectively herein as the "Parties" and individually as a "Party".

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Photon Dynamics, Inc. 2005 Non-Employee Directors’ Stock Option Plan Stock Option Agreement
Stock Option Agreement • December 14th, 2005 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals

Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, Photon Dynamics, Inc. (the “Company”) has granted you an option under its 2005 Non-Employee Directors’ Stock Option Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.

CONFIDENTIAL MUTUAL SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE OF ALL CLAIMS
Confidential Mutual Settlement Agreement • August 16th, 2004 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals

THIS CONFIDENTIAL MUTUAL SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE OF ALL CLAIMS (“Agreement”) is made and entered into between ROBERT L. THOMASON on behalf of himself, his spouse (past, current or future), his beneficiaries, his agents, heirs, executors and assigns (collectively “THOMASON”), CR TECHNOLOGY, INC., on behalf of itself and its past and present officers, owners, directors, stockholders, agents, employees, successors, predecessors, assigns, representatives, attorneys, parent corporation, divisions, subsidiaries, affiliates (and agents, directors, officers, employees, representatives and attorneys of such parent corporation, divisions, subsidiaries and affiliates), 1991 Stock Option Plan, and its past and present sponsors, administrators, and fiduciaries (collectively “CRT”), and defendant PHOTON DYNAMICS, INC., on behalf of itself and its past and present officers, owners, directors, stockholders, agents, employees, successors, predecessors, assigns, representatives,

Photon Dynamics, Inc. Letterhead]
Photon Dynamics Inc • April 11th, 2005 • Instruments for meas & testing of electricity & elec signals
May 5, 2005
Photon Dynamics Inc • August 9th, 2005 • Instruments for meas & testing of electricity & elec signals

This letter sets forth the terms of the separation agreement (the “Agreement”) that Photon Dynamics Inc. (the “Company”) is offering to you to aid in your employment transition.

March 18, 2004 Mr. Malcolm Thompson c/o Photon Dynamics, Inc. San Jose, CA 95138 Dear Malcolm:
Photon Dynamics Inc • May 14th, 2004 • Instruments for meas & testing of electricity & elec signals • California

Photon Dynamics, Inc. (the “Company”) is pleased to offer to continue your consulting engagement with the Company in the position of Executive Chairman of the Company’s board of directors (the “Board”) in this agreement (the “Agreement”) on the following terms.

ASSET PURCHASE AGREEMENT made and entered into as of the 2nd day July, 2002 BETWEEN PHOTON DYNAMICS, INC. and ART ADVANCED RESEARCH TECHNOLOGIES INC.
Asset Purchase Agreement • July 29th, 2002 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals

THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 2nd day July, 2002 between Photon Dynamics, Inc., a California corporation, (the "Purchaser") and ART Advanced Research Technologies Inc., a corporation incorporated under the laws of the Province of Québec (the "Vendor"). The Purchaser and the Vendor are referred to collectively herein as the "Parties" and individually as a "Party".

THIRD AMENDMENT TO LEASE
Lease • December 24th, 2003 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals

This Third Amendment to Lease (the “Third Amendment”), is made and entered into this [12th] day of August, 2003 by and between Mission West Properties, L.P. II, a Delaware limited partnership (“Lessor”) and Photon Dynamics, a California Corporation (“Lessee”).

FIRST AMENDMENT TO LEASE
Photon Dynamics Inc • January 14th, 2002 • Instruments for meas & testing of electricity & elec signals

This First Amendment to Lease ("Amendment"), is made and entered into this 7th day of December, 2001 by and between Mission West Properties, L.P. II (fka Berg & Berg Developers), a Delaware limited partnership ("Lessor") and Photon Dynamics Inc., a California Corporation ("Lessee").

Change in Control Agreement
Change in Control Agreement • December 14th, 2005 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • California

This agreement is entered into as of this 14th day of December 2005 by and between Photon Dynamics, Inc., a California Corporation (the “Company”), and Jeffrey A. Hawthorne (“Executive”).

TERMINATION AND ASSIGNMENT AGREEMENT
Termination and Assignment Agreement • May 14th, 2004 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • California

THIS TERMINATION AND ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into this 27th day of February, 2004 (the “Effective Date”), by and between PHOTON DYNAMICS, INC. (“PDI”) and ISHIKAWAJIMA-HARIMA HEAVY INDUSTRIES CO. LTD. (“IHI”). Each of PDI and IHI may also be referred to herein each individually as a “Party” and collectively as the “Parties.”

REAL ESTATE SUBLEASE PREAMBLE
Photon Dynamics Inc • January 14th, 2002 • Instruments for meas & testing of electricity & elec signals • California

THIS SUBLEASE, executed by and between Photon Dynamics (hereinafter called "Sublessor"), and the lessee, Sanmina-SCI Corporation (hereinafter called "Sublessee"), whereby for and in consideration of the covenants and agreements hereinafter set forth to be kept and performed by the parties hereto, Sublessor, hereby subleases to Sublessee and Sublessee does hereby take, lease, and hire from Sublessor the Leased Premises hereinafter described for the period, and at the rental, subject to, and upon the terms and conditions hereinafter set forth, as follows:

MANUFACTURING SERVICES AGREEMENT
Manufacturing Services Agreement • January 7th, 2002 • Photon Dynamics Inc • Instruments for meas & testing of electricity & elec signals • California

THIS AGREEMENT (the "Agreement") is effective as of December 10, 2001 (the "Effective Date"), and performance hereunder shall commence on December 10, 2001, (the "Commencement Date"), by and between PHOTON DYNAMICS having a principal place of business at 6325 San Ignacio Avenue, San Jose, California 95119 ("CUSTOMER") and SANMINA-SCI CORPORATION, a Delaware corporation having its principal place of business at 2700 North First Street, San Jose, California 95134 ("SANMINA-SCI").

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