MANAGEMENT TRANSITION AGREEMENT
THIS AGREEMENT is effective as of June 30, 1996 (the "Effective Date"), by and between Coherent, Inc.
("Coherent") and Henry E. Gauthier ("Gauthier").
A. Gauthier is employed by Coherent and is a member of the board of directors of Coherent.
B. Effective June 30, 1997, Gauthier desires to voluntarily terminate his employment with Coherent.
C. Gauthier will remain a member of the board of directors of Coherent.
D. Coherent desires to retain Gauthier's services as an employee for the period commencing June 30, 1996 and
ending June 30, 1997 (the "Employment Term"), and as a consultant for the period commencing with the day
immediately following the Employment Term and ending two (2) years thereafter (the "Consulting Term"), and to
set forth the terms upon which it will pay for Gauthier's health benefits during his lifetime, upon the terms set forth
E. Gauthier is willing to provide services as an employee and as a consultant pursuant to this Agreement.
F. Gauthier is willing to agree not to compete with Coherent during the Employment Term and Consultant Term.
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, Gauthier's and Coherent's representations,
obligations, covenants and duties under the Employee Agreement by and between Gauthier and Coherent dated
January 23, 1973, shall survive any termination of this Agreement.
2. DUTIES OF GAUTHIER.
(a) EMPLOYMENT TERM. Except as provided otherwise herein, during the Employment Term Gauthier
agrees to continue to serve as an employee of Coherent and as a member of the board of directors of Coherent,
subject to his re- election as a director by Coherent's shareholders. During the Employment