Merger). Immediately prior to the filing of the Articles of Merger, a closing (the "Closing") will be held at the offices of Stradling Yocca Carlson & Rauth, ------- 660 Newport Center Drive, Suite 1600, Newport Beach, California, 92660 (or such other...Agreement and Plan of Merger • April 15th, 2002 • Newport Corp • Laboratory apparatus & furniture • California
Exhibit 10.15 SECOND AMENDMENT TO 364-DAY REVOLVING CREDIT AGREEMENT SECOND AMENDMENT TO 364-DAY REVOLVING CREDIT AGREEMENT, dated as of March 5, 2001, among NEWPORT CORPORATION (herein referred to as the "Borrower") and ABN AMRO BANK N.V. (herein...Revolving Credit Agreement • March 30th, 2001 • Newport Corp • Laboratory apparatus & furniture • California
EXHIBIT 1.1 3,100,000 Shares NEWPORT CORPORATION Common Stock, $0.1167 stated value UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • July 26th, 2000 • Newport Corp • Laboratory apparatus & furniture • New York
EXHIBIT 2.1 SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 3rd, 2001 • Newport Corp • Laboratory apparatus & furniture
Exhibit 10.2 FIRST AMENDMENT TO LEASE This FIRST AMENDMENT TO LEASE ("First Amendment") is made and entered into as of the 31st day of January 2002, by and between IRP MULLER ASSOCIATES, LLC, a Delaware limited liability company ("Landlord"), and...Lease • March 29th, 2002 • Newport Corp • Laboratory apparatus & furniture
3-Year $15,000,000 Revolving Credit Agreement Dated as ofNewport Corp • March 29th, 2000 • Laboratory apparatus & furniture • California
Dated as of December 20, 1995 betweenCredit Agreement • March 29th, 1996 • Newport Corp • Laboratory apparatus & furniture • California
Exhibit 10.5 Bank of America [LOGO] COMMERCIAL PLEDGE AGREEMENTPledge Agreement • November 13th, 2002 • Newport Corp • Laboratory apparatus & furniture • California
EXHIBIT 10.12 NEWPORT CORPORATION FIRST AMENDMENT TO CREDIT AGREEMENT ABN AMRO Bank N.V., Los Angeles International Branch Los Angeles, California Ladies and Gentlemen: Reference is hereby made to that certain Credit Agreement dated as of December 20,...Credit Agreement • November 13th, 1996 • Newport Corp • Laboratory apparatus & furniture • California
Exhibit 4.2 NEWPORT CORPORATION NONQUALIFIED STOCK OPTION AGREEMENT ----------------------------------- 1. Option Grant. ------------ 1.1 Grant. This Nonqualified Stock Option Agreement (the "Agreement") ----- sets forth the terms of the agreement...Nonqualified Stock Option Agreement • November 28th, 2001 • Newport Corp • Laboratory apparatus & furniture • California
R E C I T A L S: - - - - - - - -Lease • March 29th, 2002 • Newport Corp • Laboratory apparatus & furniture
Approximate Monthly Annual Monthly Basic Rental Per Lease Year Basic Rental Basic Rental Rentable Square Foot ---------- -------------- ------------ -------------------- 1 $ 932,916.00 $77,743.00 $1.00 2 $ 960,903.48 $80,075.29 $1.03 3 $ 988,890.96...Office Lease • March 30th, 2001 • Newport Corp • Laboratory apparatus & furniture • California
Exhibit 10.1 Second Omnibus Amendment to the Credit Agreements and Waiver Dated as of July 26, 2002 ABN AMRO Bank N.V. 135 South LaSalle Street Chicago, Illinois 60603 Reference is made to (i) that certain 3-Year Credit Agreement, as amended, dated as...Newport Corp • August 12th, 2002 • Laboratory apparatus & furniture • California
Exhibit 2.1 STOCK PURCHASE AGREEMENT dated as of August 31, 2000Non-Competition Agreement • September 28th, 2000 • Newport Corp • Laboratory apparatus & furniture • California
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERNewport Corp • February 20th, 2001 • Laboratory apparatus & furniture • California
EXHIBIT 10.15 CONSULTING AGREEMENT -------------------- This Consulting Agreement ("Agreement") is made this 7th day of November, 1996, between Richard E. Schmidt ("Schmidt") and Newport Corporation, a Nevada corporation ("Newport"). R E C I T A L S...Consulting Agreement • April 8th, 1997 • Newport Corp • Laboratory apparatus & furniture
AMENDMENT TO 3-YEAR $15,000,000 REVOLVING CREDIT AGREEMENTCredit Agreement • July 6th, 2000 • Newport Corp • Laboratory apparatus & furniture • California
Exhibit 10.14 SEVERANCE COMPENSATION AGREEMENT dated as of May 1, 1996, between NEWPORT CORPORATION, a Nevada corporation (the "Company"), and Robert G. Deuster (the "Executive"). The Company's Board of Directors has determined that it is appropriate...Severance Compensation Agreement • November 13th, 1996 • Newport Corp • Laboratory apparatus & furniture • California
EXHIBIT 10.15 $25,000,000 CREDIT AGREEMENTCredit Agreement • March 30th, 1998 • Newport Corp • Laboratory apparatus & furniture • California
Exhibit 10.3 INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT is effective as of [date], between NEWPORT CORPORATION, a Nevada corporation (the "Company"), and [name] ("Indemnitee"), an officer and/or member of the Board of Directors of the...Indemnification Agreement • August 12th, 2002 • Newport Corp • Laboratory apparatus & furniture • Nevada
Registration Rights Agreement Dated as of February 7, 2007 between Newport Corporation and Merrill Lynch, Pierce, Fenner & Smith IncorporatedRegistration Rights Agreement • February 7th, 2007 • Newport Corp • Laboratory apparatus & furniture • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of February 1, 2007, between the Company and the Initial Purchaser (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchaser of an aggregate of $150,000,000 aggregate principal amount ($175,000,000 principal amount if the Initial Purchaser exercises its overallotment option in full) of the Company’s 2.50% Convertible Subordinated Notes due 2012 (the “Notes” and together with the shares of common stock of the Company into which the Notes are convertible, the “Securities”). In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
AGREEMENT AND PLAN OF MERGER amongAgreement and Plan of Merger • February 23rd, 2016 • Newport Corp • Laboratory apparatus & furniture • Nevada
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 22, 2016, between MKS INSTRUMENTS, INC., a Massachusetts corporation (“Parent”), PSI EQUIPMENT, INC., a Nevada corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and NEWPORT CORPORATION, a Nevada corporation (the “Company”).
GUARANTYGuaranty • July 19th, 2013 • Newport Corp • Laboratory apparatus & furniture • New York
THIS GUARANTY (as the same may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of July 18, 2013 by and among each of the Subsidiaries of Newport Corporation (the “Borrower”) listed on the signature pages hereto (each an “Initial Guarantor”) and those additional Subsidiaries of the Borrower which become parties to this Guaranty by executing a supplement hereto (a “Guaranty Supplement”) in the form attached hereto as Annex I (such additional Subsidiaries, together with the Initial Guarantors, the “Guarantors”), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), and the other Secured Parties under the Credit Agreement described below. Unless otherwise defined herein, capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
SEVERANCE COMPENSATION AGREEMENTSeverance Compensation Agreement • April 7th, 2008 • Newport Corp • Laboratory apparatus & furniture • California
This SEVERANCE COMPENSATION AGREEMENT (“Agreement”) is effective as of April 1, 2008, between NEWPORT CORPORATION, a Nevada corporation (the “Company”), and Robert J. Phillippy (the “Executive”).
Exhibit 10.3 Bank of America [LOGO] BUSINESS LOAN AGREEMENTBusiness Loan Agreement • November 13th, 2002 • Newport Corp • Laboratory apparatus & furniture • California
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (Time-Based Vesting)Restricted Stock Unit Award Agreement • May 23rd, 2011 • Newport Corp • Laboratory apparatus & furniture • Nevada
This Restricted Stock Unit Award Agreement (the “Agreement”) is entered into as of [GRANT DATE] (the “Grant Date”), by and between Newport Corporation, a Nevada corporation (the “Company”), and [GRANTEE NAME] (the “Grantee”), pursuant to the Company’s 2011 Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.
FORM OF STOCK APPRECIATION RIGHT AWARD AGREEMENTStock Appreciation Right Award Agreement • May 23rd, 2011 • Newport Corp • Laboratory apparatus & furniture • Nevada
THIS STOCK APPRECIATION RIGHT AWARD AGREEMENT (the “Agreement”) is entered into as of [GRANT DATE] (the “Grant Date”), by and between Newport Corporation, a Nevada corporation (the “Company”), and [GRANTEE NAME] (the “Grantee”) pursuant to the Company’s 2011 Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.
Exhibit 10.4 Bank of America [LOGO] PROMISSORY NOTENewport Corp • November 13th, 2002 • Laboratory apparatus & furniture • California
R E C I T A L SNonqualified Stock Option Agreement • April 15th, 2002 • Newport Corp • Laboratory apparatus & furniture • California
CREDIT AGREEMENT Dated as of October 4, 2011 among NEWPORT CORPORATION, as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, GENERAL...Credit Agreement • October 7th, 2011 • Newport Corp • Laboratory apparatus & furniture • New York
This CREDIT AGREEMENT is entered into as of October 4, 2011 among NEWPORT CORPORATION, a Nevada corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
July 30, 2002 Newport Corporation 1791 Deere Avenue Irvine, California 92606 Re: Fifth Modification of Note Agreement Ladies and Gentlemen: Reference is made to the Note Agreement (the "Agreement") dated as of May 2, 1996 by and between NEWPORT...Newport Corp • August 12th, 2002 • Laboratory apparatus & furniture
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 11th, 2005 • Newport Corp • Laboratory apparatus & furniture • California
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of June 29, 2005, by and between Newport Corporation, a Nevada corporation (the “Company”) and Thermo Electron Corporation, a Delaware corporation (the “Seller”).
STOCKHOLDER AGREEMENTStockholder Agreement • July 20th, 2004 • Newport Corp • Laboratory apparatus & furniture • New York
THIS STOCKHOLDER AGREEMENT (this “Agreement”) is made and entered into as of July 16, 2004 by and between Newport Corporation, a Nevada corporation (“Newport”), and Thermo Electron Corporation, a Delaware corporation (“TEC”).
SECOND AMENDMENT TO LEASE (1821 East Dyer Road)Newport Corp • March 15th, 2004 • Laboratory apparatus & furniture
THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is made and entered into as of the 5th day of November, 2003, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“Landlord”) and NEWPORT CORPORATION, a Nevada corporation (“Tenant”).
LOAN AGREEMENTLoan Agreement • January 7th, 2008 • Newport Corp • Laboratory apparatus & furniture • California
