Applied Films Corp Sample Contracts

Applied Films Corp – AMENDED AND RESTATED SEVERANCE AGREEMENT (June 15th, 2006)

This AMENDED AND RESTATED SEVERANCE AGREEMENT (“Agreement”) is made as of June 9, 2006, by and among APPLIED FILMS CORPORATION, a Colorado corporation, APPLIED MATERIALS, INC., a Delaware corporation (“Parent”) and THOMAS EDMAN (“Executive”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Severance Agreement and in the Merger Agreement (each as defined below).

Applied Films Corp – May 15, 2006 (May 18th, 2006)

This letter is for the purpose of resolving the open issues between you, Applied Films Corporation (the “Company”) and Applied Materials, Inc (“AMAT”) with regard to the Severance Agreement between you and the Company dated July 26, 2002. We and you agree as follows:

Applied Films Corp – CONTRACT AGREEMENT (May 11th, 2006)

Exhibit 10.6 CONTRACT For Applied Films TSIP Facility Phase-I Between Applied Films Taiwan Co., Ltd. And Wide Bond Construction Co., Ltd. CONTRACT AGREEMENT for TURN-KEY BUILDING PROJECT This Agreement made the 30th day of August 2005 between Applied Films Taiwan Co., Ltd. 1F, Building A, No. 3 Nan-Ko Rd. 7 Science Based Industrial Park Tainan, Taiwan, 741, R.O.C. (hereinafter called "the Employer") of the one part, and Wide Bond Construction Co., Ltd. of 9F, No. 35 Kuang Fu North Road Talpei, Taiwan, R.O.C. (hereinafter called "the Contractor") of the other part Whereas (A) the Employer requests that the

Applied Films Corp – SUBLEASE (May 11th, 2006)

Exhibit 10.1 SUBLEASE THIS SUBLEASE is made as of April 1, 2006, by and between APPLIED FILMS CORPORATION, a Colorado corporation, with offices at 9586 I-25 Frontage Road, Suite 200, Longmont, Colorado 80504 ("Sublandlord") and OPTERA COLORADO, INC., a Colorado corporation, with offices at 9586 I-25 Frontage Road, Suite 100, Longmont, Colorado 80504 ("Subtenant"). RECITALS A. Pursuant to a Single-Tenant Lease dated October 26, 2005, as amended by a First Amendment to Single-Tenant Lease dated December 1, 2005 (collectively, the "Master Lease"), and attached hereto as Exhibit A, Sublandlord, as tenant, leased from First Industrial Development Services, Inc., a Maryland corporation ("Master Landlord"), as landlord, premises commonly known as 9586 I-25 East Frontage Road, Longmont, Colorado 80504, as more particularly described in the

Applied Films Corp – LETTER OF ASSIGNMENT (May 11th, 2006)

Exhibit 10.5 (APPLIED FILMS LOGO) 1 July 2002 James Scholhamer 9685 I-25 Frontage Road Longmont, CO 80504 LETTER OF ASSIGNMENT Dear Jim, This letter confirms the terms and conditions of your assignment to Applied Films in Alzenau, Germany from 1 January 2003. START DATE OF ASSIGNMENT: 1 September 2002. POSITION: Vice President, Worldwide Operations reporting to Tom Edman, President and CEO. You will continue to be a member of the Executive Team of Applied Films. You are considered an employee of Applied Films Corporation in the US. RESPONSIBILITIES: You should develop specific goals as soon as practical. DURATION OF ASSIGNMENT: Two years with possible extensions. If the assignment extends beyond five years, you will become a local employee of the German organization at a level of compensation and benefits commensurate with your position.

Applied Films Corp – EMPLOYMENT AGREEMENT (May 11th, 2006)

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement is entered into by and between Applied Films Corporation ("Company") of 9586 I-25 Frontage Road Longmont, CO 80504, USA and Dr. Chung Ping Lai ("Employee") who is a Taiwanese Citizen currently residing at #19, I-Chin New Village, Chubei City, Hsinchu Hsien, Taiwan. 1. POSITION, RESPONSIBILITIES AND DUTIES - Your position will be Sr. Vice President - Display Division, an Executive Team Position. You will also serve as the President of Applied Films Taiwan Corporation. - As an Executive Team member you will be subject to the restrictions of an officer under section 16 of the Securities and Exchange Commission. - Your major responsibilities and duties are described, but not limited to those in the attached job description - You may be re

Applied Films Corp – EMPLOYMENT AGREEMENT (May 11th, 2006)

Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement is entered into by and between Applied Films Corporation ("Company") of 9586 I-25 Frontage Road Longmont, CO 80504, USA and Jang-Ho, Bae, an individual ("Employee") who has Korean Residence Registration Number 571109-1695929 and is currently residing at 514-1404 AReum-MaEul, IMae-Dong, BoonDang-Gu SungNam, KyungKi-Do, Korea. 1. POSITION, RESPONSIBILITIES & DUTIES - Your position will be President and General Manager of Applied Films Korea Ltd. - Your major responsibilities and duties are described but not limited to those in the attached job description for the position. - You may be required to travel on the business of the Company to such places within and outside of Korea and in such manner and on such occasion as the Company may from time to time require. 2. COMMENCEMENT AND EMPLOYMENT

Applied Films Corp – EMPLOYMENT CONTRACT FOR A MANAGING DIRECTOR (May 11th, 2006)

. . . Exhibit 10.3 EMPLOYMENT CONTRACT FOR A MANAGING DIRECTOR Applied Films GmbH & Co. KG represented by its General Partner, Applied Films Verwaltung GmbH, - hereinafter referred to as "GENERAL PARTNER" - represented by its sole shareholder, AFCO Deutschland Holding GmbH, - hereinafter referred to as the "COMPANY" - and Mr. Joachim Nell, Baumsatzstr. 21 72124 Pliezhausen - hereinafter to be referred to as "EXECUTIVE" - conclude the following employment contract for the position as Managing Director. Preamble The Company is one of several subsidiaries of Applied Films Corporati

Applied Films Corp – Three Months Ended Nine Months Ended ------------------------------- ------------------------------- April 1, 2006 March 26, 2005 April 1, 2006 March 26, 2005 ------------- -------------- ------------- -------------- Net revenues .............................. $ 62,043 $ 44,890 $ 160,002 $ 133,460 Cost of goods sold ........................ 45,450 29,891 122,168 93,595 ------------- -------------- ------------- -------------- Gross profit .............................. 16,593 14,999 37,834 39,865 Operating expenses: Research and development .................. 6,355 5,252 17,292 15,521 In proce (May 4th, 2006)

EXHIBIT 99.2 (APPLIED FILMS LOGO) INVESTOR INFORMATION APPLIED FILMS REPORTS EARNINGS FOR THIRD QUARTER FISCAL YEAR 2006 THIRD QUARTER FISCAL 2006 RESULTS Longmont, Colorado, May 4, 2006 --- Applied Films Corporation (Nasdaq: AFCO) announced results for the third quarter of fiscal 2006, ended April 1, 2006. Bookings for the third quarter of fiscal 2006 were $60.1 million and backlog was $87.0 million as of April 1, 2006. We expect to recognize revenue from this backlog over the next 9 to 12 months. Net revenues for the third quarter of fiscal 2006 were $62.0 million compared to $44.9 million for the third quarter of fiscal 2005, an increase of 38.1%. Gross profit for the third quarter was $16.6 million compared to $15.0 million for the third quarter of fiscal year 2005. Gross margin for the quarter was 26.7% compared to 33.4% for the previous year. In the third quarter of fiscal 2005, we recorded a change in estimate in our warranty reserves which increased our gross profit by $3.6 mil

Applied Films Corp – PAGE SECTION 1. DESCRIPTION OF TRANSACTION.................................................................1 1.1 Merger of Merger Sub into the Company..........................................................1 1.2 Effect of the Merger.................................................................. .........1 1.3 Closing; Effective Time........................................................................1 1.4 Articles of Incorporation and Bylaws; Directors and Officers...................................2 1.5 Effect on Capital Stock............................................................ (May 4th, 2006)

EXHIBIT 2.1 ================================================================================ AGREEMENT AND PLAN OF MERGER among: APPLIED MATERIALS, INC., a Delaware corporation; BLUE ACQUISITION, INC., a Colorado corporation; and APPLIED FILMS CORPORATION, a Colorado corporation --------------------------- Dated as of May 4, 2006 --------------------------- ================================================================================ TABLE OF CONTENTS

Applied Films Corp – AGREEMENT AND PLAN OF MERGER (February 13th, 2006)

This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of November 28, 2005 (the “Closing Date”), is entered into by and among Applied Films Corporation, a Colorado corporation (“AFC”); AFC Acquisition Sub, Inc., a Delaware corporation (“Merger Sub”); Coating Industries Investment Corp., a Delaware corporation (“CIIC”); and the Shareholders (defined below). Except as otherwise indicated in this Agreement, capitalized terms used in this Agreement are defined in Article 1 below.

Applied Films Corp – PURCHASE AND SALE AGREEMENT (February 13th, 2006)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into this 26th day of October, 2005, by and between APPLIED FILMS CORPORATION (“Seller”) and FIRST INDUSTRIAL ACQUISITIONS, INC., a Maryland corporation (“Buyer”).

Applied Films Corp – SINGLE-TENANT LEASE (February 13th, 2006)

This Lease is made as of the 26th day of October, 2005, by and between First Industrial Development Services, Inc., a Maryland corporation (“Landlord”) and Applied Films Corporation, a Colorado corporation (“Tenant”).

Applied Films Corp – INVESTOR INFORMATION APPLIED FILMS REPORTS EARNINGS FOR SECOND QUARTER FISCAL YEAR 2006 Second Quarter Fiscal 2006 Results (January 27th, 2006)

Longmont, Colorado, January 27, 2006 — Applied Films Corporation (Nasdaq: AFCO) announced results for the second quarter of fiscal 2006, ended December 31, 2005.

Applied Films Corp – EQUITY TRANSFER AGREEMENT among NIPPON SHEET GLASS CO., LTD. APPLIED FILMS CORPORATION and SUZHOU NSG AFC THIN FILMS ELECTRONICS CO., LTD. November 28, 2005 (January 9th, 2006)

This Equity Transfer Agreement (“Agreement”) made on the 28th day of November, 2005, in Suzhou, the People’s Republic of China (“PRC”) among:

Applied Films Corp – EQUITY TRANSFER AGREEMENT among NIPPON SHEET GLASS CO., LTD. APPLIED FILMS CORPORATION and SUZHOU NSG AFC THIN FILMS ELECTRONICS CO., LTD. November 28, 2005 (January 3rd, 2006)

This Equity Transfer Agreement (“Agreement”) made on the 28th day of November, 2005, in Suzhou, the People’s Republic of China (“PRC”) among:

Applied Films Corp – APPLIED FILMS CORPORATION ANNOUNCES AGREEMENT TO SELL ITS SHARE IN ITS CHINA JOINT VENTURE (November 28th, 2005)

Longmont, Colorado (November 28, 2005) – Applied Films Corporation (NASDAQ: AFCO) announced today that it has entered into a definitive agreement to sell its 50% stake in its China Joint Venture, Suzhou NSG AFC Thin Films Electronics Co., Ltd., (“STEC”), located in Suzhou China.

Applied Films Corp – APPLIED FILMS REPORTS EARNINGS FOR FIRST QUARTER FISCAL YEAR 2006 (October 20th, 2005)

Longmont, Colorado (October 20, 2005) – Applied Films Corporation (NASDAQ: AFCO) announced results for the first quarter of fiscal 2006, ended October 1, 2005.

Applied Films Corp – APPLIED FILMS MODIFIES TAX TREATMENT OF JOINT VENTURE (September 16th, 2005)

Longmont, Colorado (September 16, 2005) – Applied Films Corporation (Nasdaq: AFCO) today announced that it has changed its tax treatment of the equity earnings from its China Joint Venture (“China JV”), known as STEC. Since the China JV’s inception in 1999, the Company has viewed the earnings at the China JV as permanently re-invested. After considering the current business environment surrounding the China JV, including the dividends paid during the 2005 fiscal year, the Company no longer intends to re-invest its share of the China JV’s retained earnings in China. As a result of this decision, the Company expects an impact of $0.01 per fully diluted share for both GAAP and Non-GAAP financial results for the first quarter of fiscal year 2006 ending October 1, 2005. These accrued taxes will become due upon receipt of dividends or other cash distributions of the undistributed earnings from the China JV.

Applied Films Corp – 9586 I-25 Frontage Road, Suite 200 Longmont, Colorado 80504 USA T: 303.774.3200 F: 303.678.9275 www.appliedfilms.com (October 21st, 2004)

The Board of Directors (the “Board”) of Applied Films Corporation (the “Company”), or the committee (the “Administrator”) designated by the Board for the purpose of administering the Applied Films Corporation Long-Term Incentive Plan dated as of October 22, 2003, as amended (the “Plan”), hereby grants to you, as Grantee, a stock option (the “Option”), pursuant to the Plan. A copy of the Plan is available on requests from the Company. Each capitalized term used in this Agreement, which is not defined herein, has the meaning indicated for such term in the Plan.

Applied Films Corp – 9586 I-25 Frontage Road, Suite 200 Longmont, Colorado 80504 USA T: 303.774.3200 F: 303.678.9275 www.appliedfilms.com (October 21st, 2004)

The Board of Directors (the “Board”) of Applied Films Corporation (the “Company”), or the committee (the “Administrator”) designated by the Board for the purpose of administering the Applied Films Corporation Stock Option Plan dated as of April 29, 1997, as amended (the “Plan”), hereby grants to you, as Grantee, a stock option (the “Option”), pursuant to the Plan, a copy of which is attached. Certain capitalized terms used in this Agreement, which are not defined herein, have the meanings indicated for such terms in the Plan.

Applied Films Corp – Date «FirstName» «LastName» «Address1» «City», «State» «PostalCode» «Country» Subject: Stock Option — Outside Director Stock Option Plan (“Plan”) (October 21st, 2004)

The Board of Directors (“Board”) of Applied Films Corporation (“Company”) and the Committee designated by the Board to administer the Plan grants to you (“Grantee”) a stock option (“Option”) pursuant to the Plan. A copy of the Plan is attached to this Agreement.

Applied Films Corp – Date (October 21st, 2004)

Subject: Non-Qualified Stock Option: Non-Employee, Non-Director Officer & ConsultantNon-Qualified Stock Option Plan (“Plan”)

Applied Films Corp – 9586 I-25 Frontage Road, Suite 200 Longmont, Colorado 80504 USA T: 303.774.3200 F: 303.678.9275 www.appliedfilms.com (October 21st, 2004)

The Board of Directors (the “Board”) of Applied Films Corporation (the “Company”), or the committee (the “Administrator”) designated by the Board for the purpose of administering the Applied Films Corporation Stock Option Plan dated as of April 29, 1997, as amended (the “Plan”), hereby grants to you, as Grantee, a stock option (the “Option”), pursuant to the Plan, a copy of which is attached. Certain capitalized terms used in this Agreement, which are not defined herein, have the meanings indicated for such terms in the Plan.

Applied Films Corp – 9586 I-25 Frontage Road, Suite 200 Longmont, Colorado 80504 USA T: 303.774.3200 F: 303.678.9275 www.appliedfilms.com (October 21st, 2004)

The Board of Directors (the “Board”) of Applied Films Corporation (the “Company”), or the committee (the “Administrator”) designated by the Board for the purpose of administering the Applied Films Corporation Long-Term Incentive Plan dated as of October 22, 2003, as amended (the “Plan”), hereby grants to you, as Grantee, a stock option (the “Option”), pursuant to the Plan. A copy of the Plan is available upon request. Each capitalized term used in this Agreement, which is not defined herein, has the meaning indicated for such term in the Plan.

Applied Films Corp – 9586 I-25 Frontage Road, Suite 200 Longmont, Colorado 80504 USA T: 303.774.3200 F: 303.678.9275 www.appliedfilms.com (October 21st, 2004)

The Board of Directors (the “Board”) of Applied Films Corporation (the “Company”), or the committee (the “Administrator”) designated by the Board for the purpose of administering the Applied Films Corporation Long-Term Incentive Plan dated as of October 22, 2003, as amended (the “Plan”), hereby grants to you, as Grantee, a stock option (the “Option”), pursuant to the Plan. A copy of the Plan is available on request from the Company. Each capitalized term used in this Agreement, which is not defined herein, has the meaning indicated for such term in the Plan.

Applied Films Corp – SEVERANCE AGREEMENT (September 9th, 2004)

THIS AGREEMENT is entered into as of July 26, 2002, by and between Applied Films Corporation, a Colorado corporation, and Lawrence Firestone (the “Executive”).

Applied Films Corp – SEVERANCE AGREEMENT (September 9th, 2004)

THIS AGREEMENT is entered into as of July 26, 2002, by and between Applied Films Corporation, a Colorado corporation, and Thomas Edman (the “Executive”).

Applied Films Corp – ASSET PURCHASE AGREEMENT (October 9th, 2002)

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into this 24th day of September, 2002, by and between INFORMATION PRODUCTS LONGMONT, INC., a Colorado corporation, of 9586 I-25 Frontage Road, Suite 100, Longmont, Colorado 80504 (“Purchaser”), and APPLIED FILMS CORPORATION, a Colorado corporation, of 9586 I-25 Frontage Road, Suite 200, Longmont, Colorado 80504 (“Seller”).

Applied Films Corp – SERVICES AGREEMENT (October 9th, 2002)

THIS SERVICES AGREEMENT (this "Agreement") is entered into as of September 24, 2002, by and among APPLIED FILMS CORPORATION, a Colorado corporation, at 9586 I-25 Frontage Road, Suite 200, Longmont, Colorado 80504 ("AFC") and INFORMATION PRODUCTS LONGMONT, INC., a Colorado corporation, at 9586 I-25 Frontage Road, Suite 100, Longmont, Colorado 80504 ("IP").

Applied Films Corp – SUBLEASE (October 9th, 2002)

THIS SUBLEASE is made as of September 24, 2002, by and between APPLIED FILMS CORPORATION, a Colorado corporation, with offices at 9586 I-25 Frontage Road, Suite 200, Longmont, Colorado 80504 (“Sublandlord”) and INFORMATION PRODUCTS LONGMONT, INC., a Colorado corporation, with offices at 9586 I-25 Frontage Road, Suite 100, Longmont, Colorado 80504 (“Subtenant”).

Applied Films Corp – NONCOMPETITION AGREEMENT (October 9th, 2002)

THIS NONCOMPETITION AGREEMENT (this "Agreement") is entered into as of September 24, 2002, between INFORMATION PRODUCTS LONGMONT, INC., a Colorado corporation, at 9586 I-25 Frontage Road, Suite 100, Longmont, Colorado 80504 ("IP"), and APPLIED FILMS CORPORATION, a Colorado corporation, at 9586 I-25 Frontage Road, Suite 200, Longmont, Colorado 80504 ("AFC").

Applied Films Corp – LICENSE AGREEMENT (October 9th, 2002)

This License Agreement (“Agreement”) is made and entered into this 24th day of September, 2002 (the “Effective Date”), by and between INFORMATION PRODUCTS LONGMONT, INC., a Colorado corporation, with offices at 9586 I-25 Frontage Road, Suite 100, Longmont, Colorado 80504 (“Information Products”), and APPLIED FILMS CORPORATION, a Colorado corporation, with offices at 9586 I-25 Frontage Road, Suite 200, Longmont, Colorado 80504 (“Applied Films”) (individually, a “Party”, collectively, the “Parties”).

Applied Films Corp – UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (October 9th, 2002)

The following unaudited pro forma balance sheet as of June 29, 2002 and unaudited pro forma statement of operations of Applied Films for the fiscal year ended June 29, 2002 give effect to the sale of the Longmont Coatings Division. The unaudited pro forma balance sheet as of June 29, 2002 gives effect to the sale of the Longmont Coatings Division as if such transactions had been consummated on that date. The unaudited consolidated pro forma statement of operations is presented assuming the transaction was completed on July 1, 2001.

Applied Films Corp – SUPPLY AGREEMENT (October 9th, 2002)

THIS SUPPLY AGREEMENT (this "Agreement") is entered into as of September 24, 2002, between INFORMATION PRODUCTS LONGMONT, INC., a Colorado corporation, at 9586 I-25 Frontage Road, Suite 100, Longmont, Colorado 80504 ("IP"), and APPLIED FILMS CORPORATION, a Colorado corporation, at 9586 I-25 Frontage Road, Suite 200, Longmont, Colorado 80504 ("AFC").