(OCLI Letterhead)
October 31, 1995
Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
P.O. Box 6737
Santa Rosa, California 95406
Re: Continued Employment by Optical Coating Laboratory, Inc.
▇▇▇▇:
On behalf of Optical Coating Laboratory, Inc. upon the expiration of the
August 19, 1991 Employment Agreement between yourself and OCLI, I am
pleased to offer you continued employment as a Vice President of the
Company on the following terms:
1. Term of Employment. Your employment under the terms of this
letter will commence upon the expiration of your current Employment
Agreement on November 1, 1995 and continue at the pleasure of the Board of
Directors.
2. Title and Duties. You will serve as a Vice President and
Officer of the Company. You will devote your knowledge and skill to the
performance of the following duties in an efficient, trustworthy and
businesslike manner:
Fixed Tasks
* Participation as a member of the Board of Directors of
Optical Coating Laboratory, Inc.
* Participation as a member of the Board of Directors of
Flex Products, Inc.
* Participation in the Company's Senior Staff meetings;
* Participation in the Company's business planning efforts
Variable Tasks
* Those tasks that may be identified and approved by
the CEO or his designees and which you agree to
undertake
3. Compensation. As compensation for the completion of the
Fixed Tasks set forth above, you will receive a base salary of $71,000 per
year payable biweekly. As compensation for any Variable Task you are
retained for by the Company, you will receive $150 per hour or $1,400 per
day, whichever is less. The base salary and the variable compensation rates
may be adjusted annually at the discretion of the Compensation Committee of
the Board of Directors based upon the Company's performance and your
contribution thereto. You may also participate in other incentive
compensation programs at the discretion of the Compensation Committee.
4. Other Benefits. You will continue to receive all benefits
consistent with the Company's executive officer benefits plan, including
major medical, dental and vision coverage and the Supplemental Medical
Reimbursement Program.
5. Indemnification. You will continue to be covered under the
Company's standard form of Directors' and Officers' Indemnification
Agreement pursuant to which the Company agrees to indemnify you to the
fullest extent permitted by law or its Certificate of Incorporation.
I trust that you will find this offer consistent with our earlier
discussions, and would ask you to indicate your acceptance by signing in
the space provided below.
Sincerely,
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
AGREED:
/S/▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Dated: October 31, 1995
