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Exhibit
10.3
RELEASE AGREEMENT
Agreement made this 9
th
day of July 2008, by and
between Excel Technology, Inc. (the “Company”) a
Delaware Corporation , and J. Donald Hill, the Chairman of the
Board of the Company (“Hill”).
WITNESSETH:
WHEREAS, Hill is the
non-executive Chairman of the Board of the Company; and
WHEREAS, the Company is
proposing to enter into an Agreement and Plan of Merger (the
“Merger Agreement”) with GSI Group, Inc., a New
Brunswick corporation (“GSI”), and Eagle Acquisition
Corporation, a Delaware corporation and an indirect wholly owned
subsidiary of GSI (“Purchaser”), which provides for a
cash tender offer (the “Offer”) by Purchaser for all of
the outstanding shares of voting stock of the Company
(“Shares”), followed by a merger of Purchaser with and
into the Company, with the Company surviving the merger as an
indirect wholly owned subsidiary of GSI; and
WHEREAS, upon
Purchaser’s purchase of Shares pursuant to the Offer, by
accepting for payment Shares validly tendered and not withdrawn as
of the expiration date of the Offer, and paying for such Shares in
accordance with the terms of the Offer by depositing the aggregate
purchase price therefor with the Depositary for the Offer (the
“Depositary”), Parent will acquire ownership of a
majority of the total number of then outstanding Shares on a
fully-diluted basis (the date and time of such deposit with the
Depositary being referred to as the “Purchase Time”);
and
WHEREAS, given Hill’s
long relationship with the Company as its Chairman and as an
Executive Officer, the Company and Hill wish to exchange releases,
effective immediately prior to and contingent upon the occurrence
of the Purchase Time;
NOW, THEREFORE, in
consideration of the premises, and other good and valuable
consideration the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Releases
.
(a) Effective immediately
upon the occurrence of the Purchase Time, Hill hereby releases and
forever discharges the Company, its subsidiaries, and their
respective successors and assigns (collectively, “Company
Releasees”) from any and all claims, causes of action, suits,
back-wages, benefits, attorneys’ fees, debts, dues, sums of
money, accounts, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, variances,
trespasses, damages, judgments, extents, executions, charges,
complaints and demands whatsoever, in law, or equity, of any and
every kind, nature and character, known or unknown, which against
such Company Releasees, Hill, his heirs, executors, administrators
and legal representatives ever had, may now have or hereafter can,
shall or may have for, upon or by reason of any matter, cause or
thing whatsoever from the beginning of the world to the date of
this Agreement, specifically but not exclusively, relating to any
claims arising out of or in any way related to Hill’s prior
employment with the Company; provided , however ,
there shall be excluded from such release (i) any rights of
Hill for indemnification (and advancement of expenses) by the
Company or GSI (or any succes
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