ELECTRO SCIENTIFIC INDUSTRIES, INC. and MELLON INVESTOR SERVICES LLC Amended and Restated Rights Agreement Dated as of March 1, 2001Rights Agreement • August 8th, 2001 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
This AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of March 1, 2001 (the "Agreement"), between Electro Scientific Industries, Inc., an Oregon corporation (the "Company"), and Mellon Investor Services LLC (the "Rights Agent"), successor to First Chicago Trust Company of New York.
CHANGE IN CONTROL AGREEMENTControl Agreement • August 8th, 2001 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
Electro Scientific Industries, Inc., an Oregon corporation (the "Company"), considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interest of the Company and its shareholders. In this connection, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. Accordingly, the Board of Directors of the Company (the "Board") has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management to their assigned duties without distraction in circumstances arising from the possibility of a change in control of the Company.
INDEMNITY AGREEMENTIndemnity Agreement • August 8th, 2001 • Electro Scientific Industries Inc • Miscellaneous electrical machinery, equipment & supplies • Oregon
This Agreement is made as of , by and between Electro Scientific Industries, Inc., an Oregon corporation (the "Corporation"), and ("Indemnitee"), a director and/or officer of the Corporation and/or one or more subsidiaries of the Corporation.
