Exhibit 10.2
FORM OF LOCK-UP LETTER
AGREEMENT
MERRILL LYNCH &
CO.
Merrill Lynch, Pierce,
Fenner & Smith
Incorporated,
4 World Financial Center
New York, New York
10080
Re: Proposed Offering by
Coherent, Inc.
Dear Ladies and
Gentlemen:
The undersigned, an executive
officer and/or director of Coherent, Inc., a Delaware
corporation (the “Company”), understands that Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated (“Merrill Lynch” or the
“Initial Purchaser”), proposes to enter into a Purchase
Agreement (the “Purchase Agreement”) with the Company
providing for the offering, pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities
Act”) of Convertible Subordinated Notes due 2011 of the
Company (the “Initial Securities”) and the grant by the
Company to the Initial Purchaser of the option to purchase
additional Convertible Subordinated Notes due 2011 (the
“Option Securities”). The Initial Securities, together
with the Option Securities, are collectively referred to as the
“Securities.” In recognition of the benefit that
such an offering will confer upon the undersigned as an executive
officer and/or director of the Company, as the case may be,
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned
agrees with the Initial Purchaser that, during a period of 90 days
from the date of the Purchase Agreement, the undersigned will not,
without the prior written consent of Merrill Lynch, directly or
indirectly, (i) offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant for the sale of, or
otherwise dispose of or transfer any shares of the Company’s
common stock $0.01 par value (the “Common Stock”) or
any securities convertible into or exchangeable or exercisable for
Common Stock, whether now owned or hereafter acquired by the
undersigned or with respect to which the undersigned has or
hereafter acquires the power of disposition, or file, or cause to
be filed, any registration statement under the Securities Act, with
respect to any of the foregoing (collectively, the “Lock-Up
Securities”) or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part,
directly or indirectly, the economic consequence of ownership of
the Lock-Up Securities, whether any such swap or transaction is to
be settled by delivery of Common Stock or other securities, in cash
or otherwise.
Notwithstanding the foregoing, and
subject to the conditions below, the undersigned may transfer
all or any portion of the Lock-Up Securities without the prior
written consent of Merrill Lynch, provided that (1) Merrill
Lynch receives a signed lock-up agreement for the balance of the
lockup period from each donee, trustee, distributee, or
transferee,
