2005 DEFERRED COMPENSATION PLAN
This Coherent, Inc. 2005 Deferred Compensation Plan is adopted by Coherent, Inc. for the benefit of certain
of its Employees and members of its Board of Directors, effective as of January 1, 2005 (the “Effective Date”).
The purpose of the Plan is to provide supplemental retirement income and to permit eligible Participants the
option to defer receipt of Compensation, pursuant to the terms of the Plan. The Plan is intended to be an
unfunded deferred compensation plan maintained for the benefit of a select group of management or highly
compensated employees under sections 201(2), 301(a)(3) and 401(a)(1) of ERISA and is intended to comply
with Section 409A of the Internal Revenue Code. Participants shall have the status of unsecured creditors of
Coherent, Inc. with respect to the payment of Plan benefits.
From and after the Effective Date, this Plan replaces the Coherent, Inc. 1995 Deferred Compensation Plan,
the Coherent, Inc. Supplementary Retirement Plan and the Director Deferred Compensation Plan, which have
been frozen to new deferrals as of December 31, 2004 so as to qualify these prior plans for “grandfather”
treatment under Internal Revenue Code Section 409A.
1.1 Definitions . Wherever used herein, the following terms have the meanings set forth below,
unless a different meaning is clearly required by the context:
(a) “ Account ” means an account established on the books of the Employer for the
purpose of recording amounts credited on behalf of a Participant and any expenses, gains or
losses included thereon.
(b) “ Administrator ” means the Employer, or the Committee, if one has been designated by
(c) “ Bankruptcy Court Approval ” means the approval of a bankruptcy court