EXHIBIT 10.29 DISTRIBUTION AGREEMENT THIS AGREEMENT is made and entered into on this 6th day of July, 1995, by and between FSI International, Inc., a corporation organized and existing under the laws of Minnesota, U.S.A., with its principal place of...Distribution Agreement • November 22nd, 1995 • Fsi International Inc • Special industry machinery, nec • Hong Kong
ASSET PURCHASE AGREEMENT Between FSI INTERNATIONAL, INC. and THE BOC GROUP, INC. ---------------------------------------------------------------------Asset Purchase Agreement • June 24th, 1999 • Fsi International Inc • Special industry machinery, nec
Exhibit 2.2 SHAREHOLDERS AGREEMENT This Shareholders Agreement is made and entered into as of the 5th day of February, 1996 among FSI International, Inc., a Minnesota corporation ("FSI"), and the shareholders of Semiconductor Systems, Inc., a...Shareholders Agreement • March 6th, 1996 • Fsi International Inc • Special industry machinery, nec • Minnesota
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1 (f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Entities (as such term is defined in the Schedule 13G)...Joint Filing Agreement • January 16th, 2002 • Fsi International Inc • Special industry machinery, nec
Exhibit 2.1(b) SEMICONDUCTOR SYSTEMS, INC. EMPLOYMENT AGREEMENTIncentive Stock Option Agreement • March 21st, 1996 • Fsi International Inc • Special industry machinery, nec • Minnesota
WITNESSETHManagement Agreement • April 10th, 2001 • Fsi International Inc • Special industry machinery, nec • Minnesota
1 EXHIBIT 1 =================================================================== ============= SHARE RIGHTS AGREEMENT FSI INTERNATIONAL, INC.Rights Agreement • June 5th, 1997 • Fsi International Inc • Special industry machinery, nec • Illinois
EXHIBIT 4.1 PURCHASE AGREEMENT THIS AGREEMENT is made as of the 4th day of April, 2002, by and between FSI International, Inc., a corporation organized under the laws of the State of Minnesota (the "Company"), with its principal offices at 3455 Lyman...Purchase Agreement • April 5th, 2002 • Fsi International Inc • Special industry machinery, nec • New York
SECTION 3.1 OWNERSHIP OF TRADEMARKS, PATENTS, AND COPYRIGHTS 11 SECTION 3.2 PROMINENCE OF TRADEMARKS 11 SECTION 3.3 COMPLIANCE WITH LAWS 12 SECTION 3.4 NOTIFICATION OF VIOLATIONS 12 SECTION 3.5 ASSISTANCE IN THE PROTECTION OF THE TRADEMARKS, PATENTS,...Distribution Agreement • November 21st, 2000 • Fsi International Inc • Special industry machinery, nec • Minnesota
RECITALSFsi International Inc • November 22nd, 1995 • Special industry machinery, nec
DELAWARE 77-0341206 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER ID #) INCORPORATION) 117 EASY STREET 94043 MOUNTAIN VIEW, CALIFORNIA (ZIP CODE)Fsi International Inc • September 13th, 1999 • Special industry machinery, nec
EXHIBIT 1-A AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT between FSI International, Inc., a Minnesota corporation (the "Company"), and Harris Trust and Savings Bank (the "Rights Agent"), dated as of March 26, 1998 (this "Amendment"), to Rights...Rights Agreement • April 16th, 1998 • Fsi International Inc • Special industry machinery, nec
1 EXHIBIT 10 [CONFORMED COPY] LICENSE AGREEMENT FOR MICROELECTRONIC TECHNOLOGY BETWEEN YIELDUP (LICENSOR) AND FSI (LICENSEE) --------------------------------- ----------------------------------------------- This Agreement is between YIELDUP...License Agreement • January 27th, 1999 • Fsi International Inc • Special industry machinery, nec • Minnesota
1 EXHIBIT 10.30 EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into as of the 10th day of December, 1999, by and between FSI International, Inc., a Minnesota corporation (hereinafter "FSI"), and Donald S. Mitchell who has agreed to accept...Employment Agreement • April 11th, 2000 • Fsi International Inc • Special industry machinery, nec • Minnesota
EXHIBIT 4.4 SECOND AMENDMENT TO RIGHTS AGREEMENT THIS SECOND AMENDMENT between FSI International, Inc., a Minnesota corporation (the "Company"), and Harris Trust and Savings Bank (the "Rights Agent"), at the Company's direction, dated as of March 9,...Rights Agreement • July 10th, 2000 • Fsi International Inc • Special industry machinery, nec
FSI INTERNATIONAL, INC. Common Stock PURCHASE AGREEMENTPurchase Agreement • June 9th, 2010 • Fsi International Inc • Special industry machinery, nec • New York
CRAIG-HALLUM CAPITAL GROUP LLC As Manager for the Underwriters named in Schedule I c/o Craig-Hallum Capital Group LLC 222 South Ninth Street, Suite 350 Minneapolis, Minnesota 55402
AGREEMENT AND PLAN OF MERGER by and among FSI INTERNATIONAL, INC., TOKYO ELECTRON LIMITED and RB MERGER CORP. Dated as of August 13, 2012Agreement and Plan of Merger • August 14th, 2012 • Fsi International Inc • Special industry machinery, nec • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 13, 2012, by and among FSI International, Inc., a Minnesota corporation (the “Company”), Tokyo Electron Limited, a Japanese corporation (“Parent”), and RB Merger Corp., a Minnesota corporation and wholly-owned Subsidiary of Parent (“Merger Sub”).
RECITALS:Voting Agreement and Proxy • August 26th, 2004 • Fsi International Inc • Special industry machinery, nec • California
LEASELease • November 22nd, 1995 • Fsi International Inc • Special industry machinery, nec
EXHIBIT 2.1 STOCK AND ASSET PURCHASE AGREEMENT BY AND BETWEEN APPLIED MATERIALS, INC.Stock and Asset Purchase Agreement • August 26th, 2004 • Fsi International Inc • Special industry machinery, nec • California
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2012 • Fsi International Inc • Special industry machinery, nec • Minnesota
This Employment Agreement (this “Agreement”) is entered into as of August 13, 2012, by and between FSI International, Inc., a Minnesota corporation (the “Company”), and Benno G. Sand (“Executive”) (collectively, the “Parties”).
1 EXHIBIT 2 [CONFORMED COPY] AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • January 27th, 1999 • Fsi International Inc • Special industry machinery, nec • Minnesota
Fourth Amendment to Share Rights AgreementShare Rights Agreement • January 13th, 2005 • Fsi International Inc • Special industry machinery, nec
This Fourth Amendment (this “Amendment”) is made as of January 12, 2005 between FSI International, Inc., a Minnesota corporation (the “Company”), and Computershare Investor Services (the “Rights Agent”) to amend the Share Rights Agreement between the Company and the Rights Agent dated as of May 22, 1997, as previously amended on March 26, 1998, March 9, 2000, and April 3, 2002 (as so amended, the “Original Agreement”).
FSI INTERNATIONAL, INC. (As Amended and Restated January 2012) Restricted Stock Award AgreementRestricted Stock Award Agreement • March 29th, 2012 • Fsi International Inc • Special industry machinery, nec • Minnesota
FSI International, Inc. (the “Company”), pursuant to Section 7 of its 2008 Omnibus Incentive Plan (as amended and restated January 2012) (the “Plan”), hereby grants an award of Restricted Stock to you, the Participant named below. The terms and conditions of this restricted stock Award are set forth in this Restricted Stock Award Agreement (the “Agreement”), consisting of this cover page and the Terms and Conditions on the following pages, and in the Plan document which is attached. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
TRANSITION AGREEMENT by and between FSI INTERNATIONAL, INC. and METRON TECHNOLOGY N.V. dated as of OCTOBER 9, 2002Transition Agreement • April 8th, 2003 • Fsi International Inc • Special industry machinery, nec • Minnesota
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”).
EXHIBIT 10.31 SEPARATION AGREEMENT THIS AGREEMENT is made and entered into as of the 14th day of March, 2001, by and between FSI International, Inc., a Minnesota corporation (hereinafter "FSI"), and Benno G. Sand currently an officer and employee of...Separation Agreement • November 5th, 2001 • Fsi International Inc • Special industry machinery, nec • Minnesota
FIRST AMENDMENT TO TRANSITION AGREEMENTTransition Agreement • April 15th, 2003 • Fsi International Inc • Special industry machinery, nec
THIS AMENDMENT (the “Amendment”) is made as of this 5th day of February, 2003 to that certain Transition Agreement dated as of October 9, 2003 (the “Transition Agreement”) by and between FSI INTERNATIONAL, INC. (“FSI”), a corporation organized and existing under the laws of the state of Minnesota and METRON TECHNOLOGY N.V., a company organized as a Naamloze Vennootschap under the laws of the Netherlands (“Metron”).
SEVERANCE AGREEMENTSeverance Agreement • March 31st, 2008 • Fsi International Inc • Special industry machinery, nec • Minnesota
THIS SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of the 28th day of March, 2008 (the “Effective Date”), by and between FSI International, Inc., a Minnesota corporation (hereinafter “FSI”), and Patricia M. Hollister, currently an officer and employee of FSI (hereinafter “Employee”).
FORM OF INCENTIVE STOCK OPTION AGREEMENT FSI INTERNATIONAL, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • November 4th, 2011 • Fsi International Inc • Special industry machinery, nec • Minnesota
This is an INCENTIVE STOCK OPTION AGREEMENT (“Agreement”) between FSI International, Inc., a Minnesota corporation (the “Company”), and the Optionee identified above (the “Optionee”) effective as of the date of grant specified above.
FSI INTERNATIONAL, INC. (As Amended and Restated January 2012) STOCK OPTION AGREEMENT FOR NON-EMPLOYEE DIRECTORStock Option Agreement for Non • March 29th, 2012 • Fsi International Inc • Special industry machinery, nec • Minnesota
FSI International, Inc. (the “Company”), pursuant to Section 9.3 of its 2008 Omnibus Incentive Plan (as amended and restated January 2012) (the “Plan”), hereby grants to the Non-Employee Director named below (“Optionee”) an Option to purchase the number of shares of the Company’s common stock shown below. The terms and conditions of this Option Award are set forth in this Stock Option Agreement (the “Agreement”), consisting of Option Award Table below and the Terms and Conditions on the following pages, and in the Plan document which will either be provided with the Company letter advising you of the grant or will be accessible on the Solium Capital (The “Third Party”) plan administrators web site under the subheading “Shareworks”. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
FSI INTERNATIONAL, INC. (As Amended and Restated January 2012) NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • March 29th, 2012 • Fsi International Inc • Special industry machinery, nec • Minnesota
FSI International, Inc. (the “Company”), pursuant to Section 9 of its 2008 Omnibus Incentive Plan (as amended and restated January 2012) (the “Plan”), hereby grants to the Optionee named below an Option to purchase the number of shares of the Company’s common stock shown below. The terms and conditions of this Option Award are set forth in this Non-Statutory Stock Option Agreement (the “Agreement”), consisting of the Option Award Table and the Terms and Conditions on the following pages, and in the Plan document which will either be provided with the Company letter advising you of the grant or will be accessible on the Solium Capital (the “Third Party”) plan administrators web site under the subheading “Shareworks”. To the extent any capitalized term used in this Agreement is not defined, it shall have the meaning assigned to it in the Plan as it currently exists or as it is amended in the future.
MANAGEMENT AGREEMENTManagement Agreement • March 31st, 2008 • Fsi International Inc • Special industry machinery, nec • Minnesota
THIS AMENDED AND RESTATED AGREEMENT (this “Agreement”) is entered into as of March 28, 2008 (the “Effective Date”) by and between FSI International, Inc., a Minnesota corporation (the “Company”), and Donald S. Mitchell (the “Employee”).
Exhibit 2.1(a) Form of Affiliate Agreement --------------------------- February __, 1996 FSI International, Inc. 322 Lake Hazeltine Drive Chaska, MN 55318 Gentlemen: This letter is delivered to you in compliance with Section 5.18 of the Agreement and...Fsi International Inc • March 21st, 1996 • Special industry machinery, nec
August 27, 2012 Dear FSI Shareholders: We are pleased to inform you that FSI International, Inc. (the “Company”), Tokyo Electron Limited (“TEL”) and RB Merger Corp., an indirect wholly-owned subsidiary of TEL (“Purchaser”), entered into a definitive...Fsi International Inc • August 27th, 2012 • Special industry machinery, nec
SECOND AMENDMENT TO TRANSITION AGREEMENTTransition Agreement • April 15th, 2003 • Fsi International Inc • Special industry machinery, nec
This AMENDMENT (the “Amendment”) is made as of this 28th day of February, 2003 to that certain Transition Agreement dated as of October 9, 20023 and as amended by the First Amendment thereto (as amended, the “Transition Agreement”) by and between FSI INTERNATIONAL, INC. (“FSI”), a corporation organized and existing under the laws of the state of Minnesota, and METRON TECHNOLOGY N.V., a company organized as a Naamloze Vennootschap under the laws of the Netherlands (“Metron”).
