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MANAGEMENT TRANSITION AGREEMENT
THIS AGREEMENT is effective as of April 8, 2002 (the "Effective Date"), by and between Coherent, Inc. ("Coherent") and
Robert J. Quillinan ("Quillinan").
A. Quillinan is employed by Coherent and is a member of the Board of Directors of Coherent.
Effective April 8, 2002, Quillinan shall cease to be Executive Vice-President and Chief Financial Officer and shall become
Executive Vice-President of Business Development.
Quillinan will remain a member of the Board of Directors of Coherent until he either resigns, is not re-elected or is
removed from the Board of Directors.
Coherent desires to retain Quillinan's services as Executive Vice-President of Business Development for the period
commencing April 8, 2002 and ending April 30, 2003 (the "Employment Term"), upon the terms set forth herein.
Quillinan is willing to provide services as an employee pursuant to this Agreement.
NOW THEREFORE, the parties agree as follows:
1. Term. The term of this Agreement shall commence on the Effective Date and shall continue until all the payments
due and all other obligations of the parties hereunder have been made or satisfied; provided, however, that notwithstanding
any other provision of this Agreement, Quillinan's and Coherent's representations, obligations, covenants and duties under the
Employee Agreement by and between Quillinan and Coherent dated April 2, 1980 shall survive any termination of this
2. Duties of Quillinan. As of the Effective Date, Quillinan shall cease to be Executive Vice-President and Chief
Financial Officer and shall become Executive Vice-President of Business Development of Coherent. While employed as such,
Quillinan shall continue to report to Coherent's Chief Executive Officer. During the Employment Term, Quillinan shall remain a