Epitaxx Inc Sample Contracts

Epitaxx Inc – UNDERWRITING AGREEMENT (February 27th, 1998)

EXHIBIT 1.1 2,150,000 SHARES EPITAXX, INC. CLASS A COMMON STOCK UNDERWRITING AGREEMENT ---------------------- ____________ ___, 1998 COWEN & COMPANY CIBC OPPENHEIMER CORP. DAIWA SECURITIES AMERICA INC. As Representatives of the several Underwriters c/o Cowen & Company Financial Square New York, New York 10005 Dear Sirs: 1 Introductory. EPITAXX, Inc., a Delaware corporation (the "Company"), an ------------ ------- indirect, wholly-owned subsidiary of Nippon Sheet Glass Co., Ltd. (the "Parent"), proposes to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the "Underwriters," or,

Epitaxx Inc – EXECUTIVE EMPLOYMENT AGREEMENT (February 27th, 1998)

EXHIBIT 10.11 EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ THIS AGREEMENT is made on ____________ __, ____and dated effective as of the ____ day of ________, ____ by and between EPITAXX, INC., a Delaware corporation with its principal office at 7 Graphics Drive, West Trenton, New Jersey 08628 (the "Corporation"), and ______________________, residing at ________________________________________ (the "Executive") W I T N E S S E T H: -------------------- WHEREAS, the Corporation desires to employ the Executive under the terms and conditions set forth herein; and WHEREAS, the Executive desires to serve the Corporation in an executive capacity under the terms and conditions set forth in this Agreement; NOW, THEREFORE, i

Epitaxx Inc – MASTER COOPERATION AGREEMENT (January 23rd, 1998)

EXHIBIT 10.3 MASTER COOPERATION AGREEMENT ---------------------------- This MASTER COOPERATION AGREEMENT (the "Agreement") is dated as of the 1st day of April, 1997, by and between Epitaxx, Inc. ("Epitaxx"), a Delaware corporation with its principal offices at 7 Graphics Drive, West Trenton, New Jersey and Nippon Sheet Glass Co., Ltd. ("NSG"), a corporation organized under the laws of Japan with its principal offices at NSG Tokyo Bldg., 1-7, 2-chome, Kaigan, Minato-ku, Tokyo, 105 Japan. WHEREAS, Epitaxx is desirous of obtaining from NSG the full benefit and support derived from their affiliation, including the financial, managerial, research and development, sales and marketing, and technological strengths of such affiliation; WHEREAS, Epitaxx and NSG, with full regard for and subject to the obligations of each of them and each of their officers

Epitaxx Inc – FORM OF PROMISSORY NOTE (January 23rd, 1998)

EXHIBIT 10.9 FORM OF PROMISSORY NOTE $[________________] West Trenton, New Jersey February 9, 1998 FOR VALUE RECEIVED, EPITAXX, Inc. a Delaware corporation with a principal place of business at 7 Graphics Drive, West Trenton, New Jersey 08628 (the "Borrower"), promises to pay to [Name of Stockholder] (the "Stockholder"), by FedWire transfer of immediately available funds to the account hereinafter designated, the principal sum of $[______________], plus interest. Interest shall accrue on the principal balance outstanding from time to time, from the date hereof until the whole of this Note (including principal and interest) has been paid, at the rate of 6.02% per annum. Interest on this Note shall be computed on the basis of a year of three hundred sixty-five (365) days and the actual number o

Epitaxx Inc – LOAN AGREEMENT (January 23rd, 1998)

EXHIBIT 10.8 ================================================================================ LOAN AGREEMENT BETWEEN NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY, (Issuer) AND EPITAXX, INC. (Borrower) Dated as of August 15, 1991 ================================================================================ The interests of the New Jersey Economic Development Authority ("lssuer") under this Loan Agreement have been assigned (except for amounts payable under Sections 6.1(b), 6.1(d), 7.4(e), 7.4(f), 7.8(g), 7.15, 7.16, 8.2 and 9.4 hereof) pursuant to a certain Bond Indenture dated as of the date hereof between the Issuer and Sumitomo Bank of N

Epitaxx Inc – DISTRIBUTION AGREEMENT (January 23rd, 1998)

EXHIBIT 10.1 DISTRIBUTION AGREEMENT ---------------------- THIS AGREEMENT is made as of April 1, 1997 between Epitaxx, Inc., a Delaware corporation, of 7 Graphics Drive, West Trenton, New Jersey, U.S.A. (the "Company") and Nippon Sheet Glass Co., Ltd., a corporation organized under the laws of Japan, of NSG Tokyo Bldg., 1-7, 2-chome, Kaigan, Minato-ku, Tokyo 105 Japan (the "Distributor"). WHEREAS, (A) As a seller of the Company Products (as hereinafter defined) in the Territory (as hereinafter defined) the Distributor is experienced in their sale and distribution in the Territory. (B) The Company requires the assistance of the Distributor to distribute the Company Products in the Territory. NOW IT IS HEREBY AGREED: 1. In this Agreement: (a) "Company Products" means all products manufactured by the Company;

Epitaxx Inc – CERTIFICATE OF INCORPORATION (January 23rd, 1998)

EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF EPITAXX, INC. Adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware ------------------------------------------------------- EPITAXX, Inc., a Delaware corporation, hereby certifies as follows: 1. The name of the corporation is EPITAXX, Inc. The date of filing of its original Certificate of Incorporation with the Secretary of State of Delaware was January 3, 1984. 2. This Restated Certificate of Incorporation amends and restates the provisions of the Certificate of Incorporation of said corporation and was duly adopted pursuant to res

Epitaxx Inc – TAX-SHARING AGREEMENT (January 23rd, 1998)

EXHIBIT 10.6 TAX-SHARING AGREEMENT --------------------- THIS AGREEMENT (the "Agreement") dated as of April 1, 1993 between NSG Holding USA, Inc. (NSG) and Epitaxx, Inc. (Epitaxx) both of which are members of an affiliated group of domestic corporations (hereinafter such affiliated group shall be referred to as the NSG Group). WITNESSETH: WHEREAS, NSG is the common parent of the NSG Group; and WHEREAS, Epitaxx is a member of the NSG Group; and WHEREAS, the NSG GROUP, has elected to file consolidated federal and state income tax returns ("Consolidated Return") and wishes to make provisions therefore and to agree with respect to certain other matters related to such filings. NOW, THEREFORE, in consideration of the promises and of the agreements herein Set forth, NSG and Epitaxx hereby agree as follows: (1) Epitax

Epitaxx Inc – RESEARCH AND DEVELOPMENT AGREEMENT (January 23rd, 1998)

EXHIBIT 10.4 RESEARCH AND DEVELOPMENT AGREEMENT ---------------------------------- This RESEARCH AND DEVELOPMENT AGREEMENT (the "Agreement") is dated as of the 1st day of April, 1997, by and between Epitaxx, Inc. ("Epitaxx"), a Delaware corporation with its principal offices at 7 Graphics Drive, West Trenton, New Jersey and Nippon Sheet Glass Co., Ltd. ("NSG"), a corporation organized under the laws of Japan with its principal offices at NSG Tokyo Bldg., 1-7, 2-chome, Kaigan, Minato-ku, Tokyo, 105 Japan. WHEREAS, Epitaxx, in order to pursue the effective business development and synergy of Epitaxx's business and NSG's fiber Optics related business, is desirous of obtaining from NSG the full benefit and support derived from their affiliation, including the provision of certain research and development services to Epitaxx by NSG on a basis the parties beli

Epitaxx Inc – MANAGEMENT SERVICES AGREEMENT (January 23rd, 1998)

EXHIBIT 10.2 MANAGEMENT SERVICES AGREEMENT ----------------------------- This MANAGEMENT SERVICES AGREEMENT (the "Agreement") is dated as of the 1st day of April, 1997, by and between Epitaxx, Inc. ("Epitaxx"), a Delaware corporation with its principal offices at 7 Graphics Drive, West Trenton, New Jersey and Nippon Sheet Glass Co., Ltd. ("NSG"), a corporation organized under the laws of Japan with its principal offices at NSG Tokyo Bldg., 1-7, 2-chome, Kaigan, Minato-ku, Tokyo, 105 Japan. WHEREAS, Epitaxx, in order to pursue the effective business development and synergy of Epitaxx's business and NSG's Fiber Optics related business, is desirous of obtaining from NSG the full benefit and support derived from their affiliation, including the provision of certain management services to Epitaxx by NSG on a basis the parties believe will permit Epitaxx t

Epitaxx Inc – AGREEMENT FOR LINE OF CREDIT (January 23rd, 1998)

EXHIBIT 10.7 AGREEMENT FOR LINE OF CREDIT THIS AGREEMENT, dated as of January 15, 1998 to become effective on May 31, ----------------------------------------------- 1998 is made between Epitaxx Inc., a Delaware corporation ("Borrower"), and NSG ---- ------------------------------------- HOLDING USA, Inc. a Delaware corporation ("Lender"). ARTICLE I. DEFINITIONS SECTION 1.1 Words and Phrases. ----------------- All terms defined in this Agreement have the meaning so given wheresoever used in this Agreement and the Note. The following terms have the following meanings: "Agreement" means this Agreement for Line of Credit as originally executed and as amended or supplemented from time to time. "Business Day" means any day other than a Saturday, Sunday or a day on which commercia

Epitaxx Inc – AND CONSULTANT STOCK OPTION PLAN (January 23rd, 1998)

Exhibit 10.5 EPITAXX, INC. AMENDED AND RESTATED 1996 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN (As Amended on December 11, 1997) 1. DEFINITIONS. ----------- Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this EPITAXX, Inc. 1996 Employee, Director and Consultant Stock Option Plan, have the following meanings: Administrator means the Board of Directors, unless it has delegated power ------------- to act on its behalf to a Committee. (See Paragraph 4.) Affiliate means a corporation which, for purposes of Section 424 of the --------- Code, is a parent or subsidiary of the Company, direct or