附件 10.2
科倫股份有限公司
鼓勵獎勵協議 (限制股份單位)
此鼓勵獎勵協議（限制股份單位）（此 「協議」） 日期為二零二四年十月十一日（ 」授予日期」)，由賓夕法尼亞州公司科倫特公司之間和之間 （「一致」），以及 Coherent 公司新聘的財務總監兼司庫務長謝里 ·R· 路德（ 「收件人」）， 所有 根據 Coherent 與收件人於 2024 年 10 月 10 日發出的招聘信（」報價信”).
請參閱索利姆股份公司系統上的僱員補助詳情，請參閱 https://Shareworks.Solium.com（或任何繼任何繼任何人士） 由一致選擇的系統）（ 「索利姆股份有限公司系統」)。您可以按一下「投資組合」標籤下的「股票期權和獎勵」部分中列出的該等獎勵，找到特定獎勵的員工補助詳細信息（ 「員工補助詳情」) 索利姆股份有限公司系統。
此獎項構成 非計劃 根據紐約證券交易所上市規則 303A.08 所規定的「就業鼓勵獎勵」，因此並非根據修訂的《統一公司綜合激勵計劃》作出的及 重新生效於 2023 年 11 月 9 日（如有可能不時修改和/或重新調整， 「計劃」）。儘管如此，本計劃的條款和條文將以此參考方式納入本協議中，如一樣 本文完全列明，就好像本獎勵是根據本計劃授予的一樣。在此處使用但未定義的大寫字詞將與計劃中定義相同的含義。本計劃的副本可於索利姆股份有限公司系統及 ／ 或 適用的員工補助詳細信息。進一步參考有關該計劃的招股章程，該招股書亦可於索利姆股份有限公司制度上找到。本協議將構成授權協議，如該條款在計劃中定義。
現在，因此， 以良好而有價值的考慮，並確認收到並充足，並有意 受到法律約束，收款人和誠信同意以下內容：
1. 鼓勵獎勵 — 限制股份單位。一致 特此向收款人授予有限制股份單位，按照僱員補助詳情所述。在本協議的目的下，「限制股份單位」是獲得相等於一個股份單位的有關權利 (1) 股份，如受限制股份單位根據本協議的條款獲得及應付。限制股份單位只須以一致股份支付及結算。
2. 限制。除本協議另有規定外，限制股份單位須獲得及應付，但須符合以下條件 計劃的條款如下：
一致股份有限公司鼓勵獎 （限制股份單位；財務長 2 年)
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| 授權日期 |
獲利率% | |||
| 批發日期一周年 |
50 | % | ||
| 頒發日期二周年 |
50 | % | ||
截至任何特定授權日期，只有整數的限制股份單位將獲得。如果數量受限 截至授權日期計算的股份單位為分數，獲得的數字將向下四捨五入至最接近的整數，並將任何分數部分轉向前。未獲授權的限制股份單位不得出售， 轉讓、抵押、轉讓或以其他方式被轉讓或連結。未獲授權的限制股份單位將按照以下規定的規定被沒收 部分 3。收件人與服務分離後 由於死亡或永久或完全殘疾，如《守則》第 22 (e) (3) (a) 條所定義 「殘疾」)，任何未獲得的限制股份單位均須立即授予，並須就其付款給收款人。 晚於第七十五 (75第）離開服務日後的日曆日。
3. 其他與服務分離。如果收件人由於以下所述原因以外的任何原因而遭受與服務分離 部分 2 或者 部分 4，截至收款人分離服務日期，尚未授予的任何限制股份單位，將由收款人及 收款人無權因遺失的權益賠償；但是，但是，(i) 委員會可決定收款人的限制股份單位的全部或部分，如果收款人遭受一項 在委員會認為適當的特殊情況下與服務分離服務，以及 (ii) 限制股份單位應受任何在任何公司解僱賠償下適用於收款人的任何更有利的授權條款約束 收款人參與的計劃或本公司與收款人書面協議，但須遵守任何該等適用計劃或協議的條款和條件，為避免任何疑問，其中包括本公司的修訂內容 行政退休計劃（」註冊教育儲蓄計劃」) 及受款人根據 RESP 簽署的相關參與協議（」）參與協議”).
4. 控制變化；調整付款.
(a) 控制變更。在控制權變更後，獎勵應按照計劃第 10 條進行處理，或者，如 更好，根據 RESP 和參與協議的條款和條件，在「CIC 期間」內進行「合格終止」，並具有該等條款，以及「原因」和「理由」 該計劃第 10 節的目的，如 RESP 和參與協議中所定義。
一致股份有限公司鼓勵獎 （限制股份單位；財務長 2 年)
2
(b) 支付調整.
(i) 不管本協議中的任何相反規定，如果確定公司向收件人支付或分配或替收件人受益的任何金額或分配（無論根據本協議的條款支付或可支付或依據其他方式支付或可分配）（ “支付”）可能會受到《稅法》第4999條課徵的貨物稅，或者收件人就該貨物稅產生任何利息或罰款（該等貨物稅與任何此類利息和罰款合稱為“貨物稅”）則 “貨物稅”）、則應減少支付金額（但不得低於零），只要進行該等減少將導致收件人保留的金額較大，以發生減少或消除支付的基礎上（考慮聯邦、州和地方所得稅和對貨物稅的課徵），而不是收到所有支付金額。支付金額應首先通過減少或消除不以現金支付的支付部分進行減少或消除，然後通過以相反順序進行支付或福利的減少或消除，從最遠距離該確定的時間開始。 后稅基礎上的
(ii) 所有根據這個訂單需要作出的決定，包括是否以及何時需要調整任何付款，以及如適用，應調整哪些付款，將由由Coherent從美國四家最大的會計師事務所或任何全國性公認的理財和福利諮詢公司中選出的獨立會計師事務所（稱為“會計師事務所”）來執行，該會計師事務所會在接到接受者通知有付款發生的十五（15）個工作天內或Coherent要求之前的較早時間內，向Coherent和接受者提供詳細的支持計算。 第4(d)，包括是否以及何時需要調整任何付款，以及如果適用，應調整哪些付款，應由Coherent選定的獨立會計師事務所選擇美國四家最大的會計師事務所或任何全國性公認的理財和福利諮詢公司（即“ 會計師事務所”）進行，該會計師事務所應在接受者通知有付款發生的十五（15）個工作天內或Coherent要求之前的早些時候，向Coherent和接受者提供詳細的支持計算。 “會計師事務所”，該會計師事務所應在接受者通知有付款發生的十五（15）個工作天內或Coherent要求之前的較早時間內，向Coherent和接受者提供詳細的支持計算。如果會計師事務所正在為個人、實體或對變更負責的群體擔任會計師或審計員，Coherent應指定另一家全國性公認的會計師事務所來進行這裡所需的決定（該會計師事務所將然後被稱為此處的會計師事務所）。
5. 股票交付；付款。除非另有規定 第 2 或第 4就Coherent corp根據本協議擁有的受限制股份單位數量，於指定的排程中指定的適用兌現日期（或根據本協議指定的其他日期，或在該適用兌現日期後的第七十五（75）個日曆日內，但絕不遲於）發行一份代表股份的股票證書（或等值電子記錄）給予受益人。 第 2 或者，在法定日期前或后，根據本協議中指定的日期（或者在該適用兌現日期後第七十五（75）日曆日之內的時間內盡快進行管理。不過，不論如何，公司可以自行決定，根據受益人所在司法管轄區的法律，如果必要或適當的話基於法律或行政原因，以現金方式解決獎勵。如果受限制股份單位以現金方式解決，Coherent corp應當向受益人支付與（a）指定的排程中指定的適用兌現日期的受限制股份單位數量相等的現金金額。日就像在本協議中指定的排程中指定的適用兌現日期上兌現的受限制股份單位數量而言，如果公司認為有必要或適當基於受益人所在司法管轄區的相關法律或行政原因，公司可以選擇使用現金支付獎勵。 第 2 和 (b) 在該適用的騰訊日期的公平市值，在指定的時期內支付該現金款項。 第 5在受贈人死亡的情況下，應將本法案中規定的相應考量形式交付予受贈人的遺產。 第 5 應將本公司的考慮獎項移交給受贈人的遺產。
coherent corp誘因獎(RSU; 財務長 2年)
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6. 應向收款人支付現金金額，等於（a）指定附表中規定的適用解除限制股份單位數量，並應支付的解除限制股份單位數量， . The Recipient shall not have any rights of ownership of the Shares underlying the Restricted Share Units, including voting rights or the rights to receive dividends or other distributions, before the vesting of this Award. The Recipient, however, shall be entitled to receive a cash payment equal to the cash dividends that would have been paid during the applicable vesting period (i.e., the period from the Grant Date through the applicable vesting date or earlier vesting event pursuant to 第 2低於初始籃子水平10.00％（最終籃子水平低於初始籃子水平10.00％或以上），第 4) on the number of Shares underlying the Restricted Share Units then vesting if such Shares had been issued and outstanding during the applicable vesting period. Such cash dividend equivalents will not vest or be paid prior to vesting of the Restricted Share Units to which they relate, as specified in this Agreement, and will be subject to cancellation and forfeiture to the same extent that the related Restricted Share Units do not vest or are forfeited.
7. 不能轉讓不得轉讓除非委員會允許或獎勵協議中特別規定，在計劃下授予的獎勵和在期權或SAR行權或購買普通股票時期限制轉讓的任何時期，從而不得以任何方式出售、抵押、抵押、分配，抵押或以任何方式轉讓，直到該獎勵下的普通股已發行並且適用於該等股份的所有限制已經終止或已被委員會撤消。沒有任何獎勵或他或她的繼任者的權利或權益將受到參與者或他或她的繼任者的債務、合同或承諾的約束，也不得以轉讓、轉讓、轉讓、預支、轉讓、售出抵押、贈與、抵押、抵押或通過任何其他方式進行處置，無論這種處置是自願的還是非自願的或法律或司法程序（包括破產和離婚），並且試圖進行任何此類處置都將爲空，無效並對公司沒有約束力。然而，在委員會全權決定的情況下，（以委員會設定的條款、條件和限制爲準）非合格股票期權和/或與此類期權或股票獎勵處置限制相關的股票單位可能轉讓給參與者的直系家庭成員或以及爲參與者的直系家庭成員的信託或類似車輛而填寫委員會可以作爲委員會的意見。在參與者的生命週期中，有關獎勵的所有權利只能由參與者行使或者如果適用，根據前一句規定的接受者。 . Except as otherwise provided in the Plan, the Restricted Share Units shall not be sold, pledged, assigned, hypothecated, transferred or disposed of (a 「Transfer」) 除遺囑或繼承和分配法律外，任何以其他方式轉讓受限股份單位的嘗試，違反本部分或計劃的行爲將使本獎勵無效。
8. 調整。在計劃第12節（標題爲「調整」）描述的任何事件發生或任何後繼條款之後，計劃第12節的條款或任何後繼條款將適用於本獎勵。
9. 碎股。Coherent無需根據此獎勵發行任何碎股，儘管本協議的任何規定，Coherent可以將碎股四捨五入到最接近的整數股。第 2 本協議中明確規定，Coherent不需要根據本獎勵發行任何碎股，且無論本協議的規定如何，Coherent可以將碎股四捨五入至最接近的整數股。
10. 稅務責任.
(a) 無論公司對任何所得稅、社會保險、工資稅、福利稅、預付款項或其他項目採取何種行動，接受方承認其應對所欠項目的最終責任，並明白公司不就計劃參與所得的任何稅務問題做出任何陳述或保證 與稅收相關的 「與計劃有關的稅務項目」項目「與計劃有關的稅務項目」，接受方需承擔其應對的所有項目的最終責任，公司不對接受方應繳納的所有項目作出任何陳述或承諾 保險或其他財務安排的維護 事項的處理作出任何陳述或承諾 保險或其他財務安排的維護 與此獎勵有關的任何方面，包括授予或授予此獎勵或隨後出售根據此獎勵獲得的股份；以及（ii）不承諾設計授予條款或此獎勵的任何方面以減少或消除受讓人的責任。 保險或其他財務安排的維護 項目或實現特定稅務結果。此外，如果受助方受某一司法管轄區約束，受助方承認並同意公司可能會被要求扣繳或覈算 保險或其他財務安排的維護 項目在多個司法管轄區存在，受助方承認並同意公司可能被要求扣繳或覈算 保險或其他財務安排的維護 物品。
Coherent Corp. 激勵獎項 （限制性股份單位; 首席財務官 2年)
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(b) Prior to any relevant taxable or tax withholding event, as applicable, the Recipient agrees to make adequate arrangements satisfactory to the Company to satisfy all Tax-Related Items. In this regard, the Recipient authorizes the Company, or their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to Tax-Related Items by one or a combination of the following: (i) withholding from the Recipient’s wages or other cash compensation paid to the Recipient by the Company; (ii) withholding from the proceeds of the sale of Shares acquired upon vesting of this Award either through a voluntary sale or through a mandatory sale arranged by the Company (on the Recipient’s behalf pursuant to this authorization) without further consent; (iii) withholding Shares to be issued upon vesting of this Award; or (iv) any other method determined by the Committee and permitted by applicable laws. Notwithstanding the foregoing, if the Recipient is subject to the short-swing profit rules of Section 16(b) of the Exchange Act, the Company will withhold in Shares issuable at vesting of the Award upon the relevant withholding event, unless otherwise determined by the Committee.
(c) The Company may withhold or account for Tax-Related Items by considering applicable withholding rates, including maximum applicable rates, in which case the Recipient may receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Shares) or, if not refunded, the Recipient may seek a refund from the local tax authorities. In the event of under-withholding, the Recipient may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Recipient is deemed to have been issued the full number of Shares, notwithstanding that a number of Shares is held back solely for the purpose of paying the Tax-Related Items.
(d) Finally, the Recipient shall pay to the Company any amount of Tax-Related Items that the Company may be required to withhold or account for as a result of the Recipient’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver Shares or the proceeds from the sale of Shares if the Recipient fails to comply with the Recipient’s obligations in connection with the Tax-Related Items as described in this Section 10.
11. Plan Provisions. In the event of any conflict between the provisions of this Agreement and the Plan, the Plan shall control, except that capitalized terms specifically defined in this Agreement shall have the meaning given to them in this Agreement with respect to their usage in this Agreement, notwithstanding the definitions given to such terms in the Plan (which definitions shall control as they relate to the usage of such terms in the Plan).
12. No Continued Rights. The granting of this Award shall not give the Recipient any rights to similar grants in future years or any right to continuance of employment or other service with Coherent or its Subsidiaries, nor shall it interfere in any way with any right that the Company would otherwise have to terminate the Recipient’s employment or other service at any time, or the right of the Recipient to terminate his or her employment or other service at any time.
Coherent Corp. Inducement Award (Restricted Share Units; CFO 2-year)
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13. Rights Unsecured. The Recipient shall have only Coherent’s unfunded, unsecured promise to pay pursuant to the terms of this Agreement. The rights of the Recipient hereunder shall be that of a general unsecured creditor of Coherent and the Recipient shall not have any security interest in any assets of Coherent.
14. Restrictive Covenants.
(a) While the Recipient is employed by the Company (including its Subsidiaries) and for a period of one (1) year after the Recipient’s Separation from Service for any reason (the “Restricted Period”), the Recipient will not directly or indirectly either alone or in association with others solicit, or permit any organization directly or indirectly controlled by the Recipient to solicit, any employee or independent contractor of Coherent or its Subsidiaries to leave the employ or service of Coherent or its Subsidiaries. The Restricted Period will be tolled during and for any period of time during which the Recipient is in violation of the restrictive covenants contained in this Section 13(a) and for any period of time which may be necessary to secure an order of court or injunction, either preliminary or permanent, to enforce such covenants, such that the cumulative time period during which the Recipient is in compliance with the restrictive covenants contained in this Section 13(a) will not exceed the one (1)-year period set forth above.
(b) The Recipient acknowledges that certain materials, including information, data, technology and other materials relating to customers, programs, costs, marketing, investment, sales activities, promotion, credit and financial data, manufacturing processes, financing methods, plans or the business and affairs of Coherent and its Subsidiaries constitute proprietary confidential information and trade secrets. Accordingly, the Recipient will not at any time during or after the Recipient’s employment with the Company or a Subsidiary disclose or use for the Recipient’s own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise, other than the Company (including its Subsidiaries), any proprietary confidential information or trade secrets; provided that the foregoing shall not apply to information which is not unique to Coherent and its Subsidiaries or which is generally known to the industry or the public other than as a result of the Recipient’s breach of this covenant. The Recipient agrees that, upon the Recipient’s Separation from Service for any reason, the Recipient will immediately return to Coherent all property of Coherent and its Subsidiaries including all memoranda, books, technical and/or lab notebooks, customer product and pricing data, papers, plans, information, letters and other data, and all copies thereof or therefrom, which in any way relate to the business of Coherent and its Subsidiaries, except that the Recipient may retain personal items. The Recipient further agrees that the Recipient will not retain or use for the Recipient’s account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of Coherent and its Subsidiaries.
Coherent Corp. Inducement Award (Restricted Share Units; CFO 2-year)
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(c) Nothing herein is intended to or shall limit, prevent, impede or interfere with the Recipient’s non-waivable right, without prior notice to the Company, to provide information to the government, participate in investigations, testify in proceedings regarding the Company’s past or future conduct, or engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency. Further, the Recipient understands that pursuant to the Defend Trade Secrets Act of 2016, the Recipient shall not be held criminally, or civilly, liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a Federal, State, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law. Moreover, the Recipient understands that he or she may disclose trade secrets in a complaint, or other document, filed in a lawsuit, or other proceeding, if such filing is made under seal. Finally, the Recipient understands that if he or she files a lawsuit alleging retaliation by the Company for reporting a suspected violation of the law, the Recipient may disclose the trade secret to the attorney and use the trade secret in the court proceeding, so long as any document containing the trade secret is filed under seal and the Recipient does not disclose the trade secret except pursuant to court order.
15. Data Collection and Usage. Pursuant to applicable data protection laws, the Recipient is hereby notified that the Company collects, processes, uses and transfers certain personally-identifiable information about the Recipient for the exclusive legitimate purpose of granting Restricted Share Units and implementing, administering and managing the Recipient’s participation in the Plan. For California residents, the categories of personal, including sensitive personal information, are identifiers, characteristics of protected classifications under California or federal law, professional or employment related information, social security, driver’s license, state identification card, or passport number, and any personal information that identifies, relates to, describes, or is capable of being associated with a particular individual. The personal information is not sold or shared for cross-context behavioral advertising. For additional information, please see Exhibit E of the Global Employee Data Privacy Policy and Notice which can be found at: Policy Center—PVY-001 Employee Privacy Policy and Notice—All Documents (sharepoint.com).
16. Remedies; Clawback.
(a) Coherent and the Recipient acknowledge and agree that that any violation by the Recipient of any of the restrictive covenants contained in Section 14 would cause immediate, material and irreparable harm to Coherent and its Subsidiaries which may not adequately be compensated by money damages and, therefore, Coherent and its Subsidiaries shall be entitled to injunctive relief (including one (1) or more preliminary injunctions and/or ex parte restraining orders) in addition to, and not in derogation of, any other remedies provided by law, in equity or otherwise for such a violation, including the right to have such covenants specifically enforced by any court of competent jurisdiction, the rights under Section 14(b), and the right to require the Recipient to account for and pay over to Coherent all benefits derived or received by the Recipient as a result of any such breach of covenant together with interest thereon, from the date of such initial violation until such sums are received by Coherent.
Coherent Corp. Inducement Award (Restricted Share Units; CFO 2-year)
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(b) In the event that the Recipient violates or breaches any of the covenants set forth in Section 14, the Restricted Share Units (whether vested or unvested) and the right to receive Shares in exchange for such Restricted Share Units shall be forfeited. Coherent shall also have the right, in its sole discretion, in addition to any other remedies or damages provided by law, in equity or otherwise, to demand and require the Recipient, (i) to the extent that any cash payment was received with respect to such Restricted Share Units, to return and transfer to Coherent any such cash payment, (ii) to the extent that any Shares were received with respect to such Restricted Share Units, to return and transfer to Coherent any such shares directly or beneficially owned by the Recipient, and (iii) to the extent that the Recipient sold or transferred any such Shares, to disgorge and/or repay to Coherent any profits or other economic value (as determined by Coherent) made or realized by the Recipient with respect to such Shares, including the value of any gift thereof.
(c) This Award, and any amounts or benefits received or outstanding under the Plan, as well as any other incentive awards previously granted to the Recipient by the Company, shall be subject to potential clawback, cancellation, recoupment, rescission, payback, reduction, or other similar action in accordance with the terms or conditions of any applicable Company clawback or similar policy or any applicable law related to such actions, as may be in effect from time to time, including the requirements of (a) Section 304 of the Sarbanes Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (including any rules implementing those statutory requirements adopted under the Exchange Act or by the applicable exchange on which Shares are listed), (b) similar rules under the laws of any other jurisdiction, and (c) any policies adopted by the Company to implement such requirements. The Recipient acknowledges and consents to the Company’s application, implementation and enforcement of any applicable Company clawback or similar policy that may apply to the Recipient, whether adopted prior to or following the Grant Date, and any provision of applicable law relating to clawback, cancellation, recoupment, rescission, payback, or reduction of compensation, and agrees that the Company may take such actions as may be necessary to effectuate any such policy or applicable law, without further consideration or action.
17. Recipient Acknowledgments. The Recipient acknowledges and agrees that (a) as a result of the Recipient’s previous, current and future employment with the Company, the Recipient has had access to, will have access to and/or possesses or will possess confidential and proprietary information of Coherent and its Subsidiaries, (b) Coherent and its Subsidiaries are engaged in a highly competitive business and conduct such business worldwide, (c) this Agreement does not constitute a contract of employment, does not imply that the Company will continue the Recipient’s employment for any period of time and does not change the at-will nature of the Recipient’s employment, except as set forth in a separate written employment agreement between the Company and the Recipient, (d) the restrictive covenants set forth in Section 14 are necessary and reasonable in time and scope (including the period, geographic, product and service and other restrictions) to protect the legitimate business interests of Coherent and its Subsidiaries, (e) the remedy, forfeiture and payment provisions contained in Section 16 are reasonable and necessary to protect the legitimate business interests of Coherent and its Subsidiaries, (f) acceptance of this Award and the Restricted Share Units and agreement to be bound by the provisions hereof is not a condition of the Recipient’s employment and (g) the Recipient’s receipt of the benefits provided under this Agreement is adequate consideration for the enforcement of the provisions contained in Section 14 and Section 16.
Coherent Corp. Inducement Award (Restricted Share Units; CFO 2-year)
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18. Severability; Waiver. If any term, provision, covenant or restriction contained in this Agreement is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated. In particular, in the event that any of such provisions shall be adjudicated to exceed the time, geographic, product and service or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product and service or other limitations permitted by applicable law. No delay or omission by Coherent in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by Coherent on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.
19. Notice. Coherent may require any notice required or permitted under this Agreement to be transmitted, submitted or received, by Coherent or the Recipient, via the Solium Shareworks System in accordance with the procedures established by Coherent for such notice. Otherwise, except as otherwise set forth in this Agreement, any written notice required or permitted by this Agreement shall be mailed, certified mail (return receipt requested) or by overnight carrier, to Coherent at the following address:
Coherent Corp.
Attention: Chief Financial Officer
375 Saxonburg Boulevard
Saxonburg, Pennsylvania 16056
or to the Recipient at his or her most recent home address on record with Coherent. Notices are effective upon receipt.
20. Controlling Law. The validity, construction and effect of this Agreement will be determined in accordance with the internal laws of the Commonwealth of Pennsylvania without giving effect to the conflict of laws principles thereof. The Recipient and Coherent hereby irrevocably submit to the exclusive jurisdiction of the state and Federal courts located in the Commonwealth of Pennsylvania and consent to the jurisdiction of any such court; provided, however, that, notwithstanding anything to the contrary set forth above, Coherent may file an action to enforce the covenants contained in Section 14 by seeking injunctive or other equitable relief in any appropriate court having jurisdiction, including where the Recipient resides or where the Recipient was employed by the Company. The Recipient and Coherent also both irrevocably waive, to the fullest extent permitted by applicable law, any objection either may now or hereafter have to the laying of venue of any such dispute brought or injunctive or equitable relief sought in such court or any defense of inconvenient forum for the maintenance of such dispute and consent to the personal jurisdiction of any such court.
Coherent Corp. Inducement Award (Restricted Share Units; CFO 2-year)
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21. Entire Agreement. This Agreement (including the Plan and the Employee Grant Details), together with the Offer Letter provisions regarding Recipient’s inducement awards, contains the entire understanding between the parties and supersedes any prior understanding and agreements between them regarding the subject matter hereof with respect to this Award, and there are no other representations, agreements, arrangements or understandings, oral or written, between the parties relating to this Award which are not fully expressed herein. Notwithstanding anything to the contrary set forth in this Agreement, any restrictive covenants contained in this Agreement are independent, and are not intended to limit the enforceability, of any restrictive or other covenants contained in any other agreement between the Company and the Recipient.
22. Captions; Section References. Section and other headings contained in this Agreement are for reference purposes only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. Unless expressly provided otherwise, any reference in this Agreement to any Section refers to the corresponding Section of this Agreement.
23. Limitation of Actions. Any lawsuit commenced by the Recipient with respect to any matter arising out of or relating to this Agreement must be filed no later than one (1) year after the date that a denial of any claim hereunder is made or any earlier date that the claim otherwise accrues.
24. Section 409A. This Agreement and this Award are intended to satisfy all applicable requirements of Section 409A or an exception thereto and shall be construed accordingly. Coherent may in its sole discretion, and without the Recipient’s consent, take any action it deems necessary to comply with the requirements of Section 409A or an exception thereto, including amending the terms of this Award and this Agreement, in any manner it deems necessary to cause this Award and this Agreement to be excepted from Section 409A (or to comply therewith to the extent that Coherent determines that it is not excepted). Notwithstanding, the Recipient recognizes and acknowledges that Section 409A may affect the timing and recognition of payments due hereunder, and may impose upon the Recipient certain taxes or other charges for which the Recipient is and shall remain solely responsible. Notwithstanding anything to the contrary in this Agreement, if the Recipient is a Specified Employee, to the extent that the Award constitutes “nonqualified deferred compensation” subject to Section 409A of the Code, any payment due to the Recipient under the Award upon Separation from Service will be delayed in accordance with Section 18 of the Plan.
25. Assignment. Except as provided in Section 6, the Recipient’s rights and obligations under this Agreement shall not be transferable by the Recipient, by assignment or otherwise, and any purported assignment, transfer or delegation thereof by the Recipient shall be void. Coherent may assign/delegate all or any portion of this Agreement and its respective rights hereunder without prior notice to the Recipient and without the Recipient providing any additional consent thereto, whereupon the Recipient shall continue to be bound hereby with respect to such assignee/delegatee.
Coherent Corp. Inducement Award (Restricted Share Units; CFO 2-year)
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26. Electronic Delivery. Coherent may, in its sole discretion, deliver any documents or correspondence related to this Agreement, the Restricted Share Units, the Plan, the Recipient’s participation in the Plan or future awards that may be granted to the Recipient under the Plan, by electronic means. The Recipient hereby consents to receive such documents by electronic delivery and to the Recipient’s participation in the Plan through an on-line or electronic system established and maintained by Coherent or another third party designated by Coherent, including the Solium Shareworks System. Likewise, Coherent may require the Recipient to deliver or receive any documents or correspondence related to this Agreement by such electronic means.
27. Further Assurances. The Company and the Recipient shall use commercially reasonable efforts to, from time to time at the request of the other party, without any additional consideration, furnish the other party such further information or assurances, execute and deliver such additional documents and take such other actions and do such other things, as may be necessary to carry out the provisions of this Agreement.
28. Compliance with Legal Requirements. Notwithstanding any other provisions of the Plan or this Agreement, unless there is an exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon vesting of this Award prior to the completion of any registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. Further, the Company is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of Shares. Subject to Section 409A, the Committee may postpone the issuance or delivery of Shares under this Award as the Committee may consider appropriate and may require the Recipient to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Shares in compliance with applicable laws, rules and regulations. The Recipient understands and agrees that the Company shall have unilateral authority to amend this Agreement without his or her consent to the extent necessary to comply with securities or other laws applicable to the issuance of Shares.
29. Imposition of Other Requirements. The Company reserves the right to impose other requirements on this Award to the extent that the Company determines that it is necessary or advisable in order to comply with local law or facilitate the administration of this Award and to require the Recipient to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
Coherent Corp. Inducement Award (Restricted Share Units; CFO 2-year)
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30. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Recipient’s participation in the Plan or the Recipient’s acquisition or sale of Shares. The Recipient understands and agrees that the Recipient should consult with his or her own personal legal and financial advisors regarding the Recipient’s participation in the Plan before taking any action related to the Plan.
31. Amendments. This Agreement may be amended or modified at any time by an instrument in writing signed by the parties hereto, or as otherwise provided under the Plan or this Agreement.
[SIGNATURE PAGE FOLLOWS]
Coherent Corp. Inducement Award (Restricted Share Units; CFO 2-year)
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Grant Date set forth above. Electronic acceptance of this Agreement by the Recipient pursuant to Coherent’s instructions to the Recipient (including through the Solium Shareworks System) shall constitute execution of this Agreement by the Recipient. The Recipient agrees that his or her electronic acceptance of this Agreement, including via the Solium Shareworks System, shall constitute his or her signature, and that he or she agrees to be bound by all of the terms and conditions of this Agreement.
| COHERENT CORP. | ||||||
| By: |
| |||||
| Name: Chiew Mee Yong | ||||||
| Title: Chief Human Resources Officer | ||||||
| RECIPIENT | ||||||
| Electronic Acceptance via the | ||||||
| Solium Shareworks System | ||||||
Coherent Corp. Inducement Award (Restricted Share Units; CFO 2-year)
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