Coherent, Inc. Restricted Stock Award Agreement under Amended 2001 Stock Plan

Exhibit 10.3

Effective [    ], you have been granted [    ] shares of restricted stock under the Coherent, Inc. Amended 2001 Stock Plan (the “Stock Plan”).  Unless otherwise defined herein, the terms defined in the Stock Plan shall have the same defined meanings in this Notice of Grant and the attached Award Agreement.  Vesting of this Award is subject to the Company meeting or exceeding the performance goals set forth in the achievement matrix approved by the Board of Directors, which you have previously reviewed (the “Achievement Matrix”).

The total value of this award as of the grant date, assuming achievement of all applicable vesting requirements, is $[       ].

Subject to your continuing as a Service Provider through the relevant vesting dates, and subject to the Company equaling or exceeding the performance milestones set forth in the Achievement Matrix, this award will vest in increments up to the following amounts and on the dates shown:

By your signature and the Company’s signature below, you and the Company agree that this award is granted under and governed by the terms and conditions of the Stock Plan, the Award Agreement and the Achievement Matrix.  You agree to accept as final and binding all decisions or interpretations of the Administrator upon any questions relating to the Stock Plan and this Award.

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