IPG PHOTONICS CORP (Form: 8-K, Received: 05/13/2008 16:09:27)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

March 5, 2008

Date of Report (Date of earliest event reported)

IPG PHOTONICS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware (State or Other Jurisdiction of Incorporation)		0001-33155 (Commission File No.)		04-3444218 (IRS Employer Identification No.)

50 Old Webster Road

Oxford, Massachusetts 01540

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (508) 373-1100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

(17 CFR 240.14d-2(b))

□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The Compensation Committee (the “Committee”) of the Board of Directors of IPG Photonics Corporation (the “Company”) has taken the actions described below relating to the compensation of the “named executive officers,” as such term is defined in Item 402(a)(3) of Regulation S-K, of the Company as of December 31, 2007 and certain other executive officers of the Company.

On May 9, 2008, the Committee approved increases in base salaries, new non-qualified stock option grants and new employment agreements for the named executive officers and other executive officers. The new base salaries are effective as of April 1, 2008.

On May 9, 2008, the Committee granted non-qualified stock options under the 2006 Incentive Compensation Plan. The stock options have an exercise price equal to $17.69 per share and vest in twelve equal monthly installments beginning on May 9, 2012.

The table below sets forth the base salary increase and options granted for each named executive officer and the other executive officers:

Name and Title	Previous Base Salary	New Base Salary	Number of Options Granted
Valentin P. Gapontsev, Ph.D., Chief Executive Officer and Chairman of the Board	$360,000	$380,000	--
Eugene Shcherbakov, Ph.D., Managing Director of IPG Laser GmbH and Director	EUR235,200	EUR246,960	22,000
Timothy P.V. Mammen, Chief Financial Officer and Vice President	$270,000	$283,500	25,000
Angelo P. Lopresti, General Counsel, Secretary and Vice President	$270,000	$283,500	20,000
George H. BuAbbud, Ph.D., Vice President-Telecommunications Products	$240,000	$252,000	12,000
William S. Shiner, Vice President- Indirect Markets	$240,000	$250,500	18,000
Alexander Ovtchinnikov, Ph.D., Vice President- Telecommunications Products	$240,000	$252,000	22,000

Each of the named executive officers and other executive officers also entered into a new employment agreement with the Company. The employment agreements replace and supersede the employment agreements with such executive officers dated March 1, 2006. The new employment agreements provide for base salary and benefits during employment and certain payments and benefits in the event of termination of the officer’s employment under certain circumstances.

The employment agreements expire on December 31, 2010 for Dr. Gapontsev, and on December 31, 2009 for the other officers. The new employment agreements provide for payment of the base salaries to the officers as set forth in the table above and entitle each to participate in bonus plans, standard insurance plans such as life, accidental death and dismemberment, short-term disability and long-term disability insurance and retirement benefits, such as the Company’s 401(k) plan and stock option plans, on a similar basis as such benefits are available to executives at similar levels within the organization.

Each of these executive officers also entered into a new non-competition agreement with the Company that prohibits each of them from competing with the Company for a period of one year after the termination of his employment with the Company for any reason and from hiring or attempting to hire the Company’s employees or soliciting customers or suppliers for a period ending eighteen months following the termination of his employment for any reason. Each of the officers is entitled to receive his base salary for the period during which the Company enforces the non-competition provisions of the agreement but not longer than one year.

If the Company terminates the employment of any of these executive officers without cause (as defined in the agreements), any of the officers terminates his employment for good reason (as defined in the agreements), or the employment period of any of the officers terminates and the Company does not offer such officer continued employment in the same or a substantially similar position and at a compensation level that is the same or substantially similar to the compensation level in effect at the end of the employment period, then the officer would receive:

(a) continuation of salary for one year, except in the case of Dr. Gapontsev, who would receive continuation of salary for two years;

(b) a portion of the annual bonus that the executive would have received had he remained employed through the end of the applicable bonus period (such portion based upon the percentage of the year that he was employed by the Company);

(d) accelerated vesting of equity compensation awards granted after the date of the agreement that otherwise would have vested within twelve months of termination of employment; and

(e) full accelerated vesting of equity compensation awards granted after the date of the agreement if such termination occurs within 24 months following a change in control (as defined in the 2006 Incentive Compensation Plan).

An officer would also receive the payments described in (b) above if his employment is terminated for death or disability.

Under the employment agreements, the Company is not obligated to make any cash payments if employment is terminated by the Company for cause or by the executive not for good reason. Payments to the officers are conditioned upon the execution of a form release of claims by the executive in favor of the Company.

A change in control of the Company does not affect the amount of any cash severance payments payable under the employment agreements. Upon a change in control, the officers’ employment periods under the agreements would automatically be extended to the second anniversary of the change in control.

The foregoing description of the employment agreements does not purport to be complete and is qualified in its entirety by reference to the form of the employment agreements and the form of confidentiality, non-competition and confirmatory assignment agreement between the Company and the named executive officers and other executive officers, copies of which are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 8.01 Other Events

On April 29, 2008, the Company amended provisions of its 2000 Incentive Compensation Plan, 2006 Incentive Compensation Plan and Non-Employee Directors Stock Plan regarding award agreements under such Plans.

The Company has submitted for stockholder approval at its 2008 Annual Meeting of Stockholders to be held June 10, 2008 a new employee stock purchase plan, the 2008 Employee Stock Purchase Plan (the “Purchase Plan”). The Board of Directors adopted the Purchase Plan on March 5, 2008, subject to stockholder approval. The purpose of the Purchase Plan is to provide employees with an opportunity to purchase shares of the Company’s Common Stock through accumulated payroll deductions. The Purchase Plan is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. The Company does not currently have an employee stock purchase plan.

A total of 400,000 shares of the Company’s Common Stock will be made available for purchase under the Purchase Plan. In addition, the Purchase Plan provides for an annual increase in the number of shares available for purchase under the Purchase Plan on the first day of each fiscal year, equal to the greater of (i) the number of shares of Common Stock available under the Purchase Plan as of the last day of the immediately preceding fiscal year and (ii) the lesser of (A) 400,000 shares of Common Stock and (B) 0.75% of the outstanding shares of Common Stock on the last day of the immediately preceding fiscal year.

The foregoing description of the Purchase Plan does not purport to be complete and is qualified in its entirety by reference to the Purchase Plan, a copy of which is attached as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.


Exhibit
Number		Description

1 10.1		Employment Agreement dated May 9, 2008, between the Registrant and Dr. Valentin P. Gapontsev.

10.2		Service Agreement dated May 9, 2008, between IPG Laser GmbH and Dr. Eugene Shcherbakov.

10.3		Form of Employment Agreement dated May 9, 2008, between the Registrant and each of Timothy P.V. Mammen, Angelo P. Lopresti, George H. BuAbbud, William S. Shiner and Alexander Ovtchinnikov.

10.4		Form of Confidentiality, Non-Competition and Confirmatory Assignment Agreement between the Registrant and each of the named executive officers and certain other executive officers.

10.5		Amendment to Section 4.2 of 2000 Incentive Compensation Plan.

1 10.6		Amendment to Section 4.2 of 2006 Incentive Compensation Plan.

1 10.7		Amendment to Section 4.2 of Non-Employee Directors Stock Plan.

10.8		2008 Employee Stock Purchase Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.


	IPG PHOTONICS CORPORATION
May 13, 2008		/s/ Angelo P. Lopresti
		Angelo P. Lopresti
		Vice President, General Counsel & Secretary

Exhibits


Exhibit
Number		Description

10.1		Employment Agreement dated May 9, 2008, between the Registrant and Dr. Valentin P. Gapontsev.

10.2		Service Agreement dated May 9, 2008, between IPG Laser GmbH and Dr. Eugene Shcherbakov.

10.3		Form of Employment Agreement dated May 9, 2008, between the Registrant and each of Timothy P.V. Mammen, Angelo P. Lopresti, George H. BuAbbud, William S. Shiner and Alexander Ovtchinnikov.

10.4		Form of Confidentiality, Non-Competition and Confirmatory Assignment Agreement between the Registrant and each of the named executive officers and certain other executive officers.

10.5		Amendment to Section 4.2 of 2000 Incentive Compensation Plan.

10.6		Amendment to Section 4.2 of 2006 Incentive Compensation Plan.

1 10.7		Amendment to Section 4.2 of Non-Employee Directors Stock Plan.

10.8		2008 Employee Stock Purchase Plan.

Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement"), executed on this 9 th day of May, 2008, by and between IPG Photonics Corporation, a Delaware corporation having an office at 50 Old Webster Road, Oxford, MA 01540 (the "Corporation"), and Valentin P. Gapontsev ("Executive"). The Corporation and Executive are referred to jointly below as the "Parties."

WHEREAS , the Corporation and Executive previously entered into an employment agreement dated March 1, 2006 (the "Prior Agreement");

WHEREAS , the Corporation and Executive desire to amend and restate the Prior Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"); and

WHEREAS, the Corporation desires to continue to employ Executive and Executive desires to continue his employment with the Corporation on the terms and conditions set forth in this Agreement.

NOW, THEREFORE , in consideration of the employment of Executive, the mutual terms and conditions set forth below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Employment . Executive will be employed by the Corporation in the position of Chief Executive Officer. Executive will report to the Corporation’s Board of Directors (the "Board"). Executive's primary responsibility will be executive management of the business and affairs of the Corporation and its subsidiaries. Executive will carry out such duties as shall be assigned from time to time by the Corporation’s Board of Directors, subject to applicable laws, and ethical duties. During the Employment Period (as defined below), Executive shall devote Executive's reasonable best efforts, energies and abilities and Executive's full business time, skill and attention to the business and affairs of the Corporation, and shall act at all times according to the highest professional standards, for the purpose of advancing the business of the Corporation.

2. Term . Subject to the Termination provisions below, Executive's employment by the Corporation shall commence on the first day of the fiscal quarter including the date of execution of this Agreement (the "Effective Date") and shall terminate at 5:00pm E.S.T. on December 31, 2010 (the "Employment Period"); provided that, in the event of a "Change of Control" of the Corporation (as such term is defined in the Corporation's 2006 Incentive Compensation Plan in effect on the Effective Date (the "Equity Plan")), the Employment Period automatically will be extended until the second anniversary of the Change in Control.

3. Compensation .

(i) Salary . The Corporation shall pay to Executive an annual base salary ("Base Salary") of three hundred and eighty thousand dollars (U.S. $380,000) effective as of the Effective Date. The Corporation will pay Executive's Base Salary in equal installments in accordance with the Corporation's standard payroll policies and schedule, subject to tax and elective withholding and deductions. Thereafter, the Board, or such committee of the Board as is responsible for setting the compensation of senior executive officers, shall review Executive's performance and Base Salary annually in January of each year, in light of competitive data, the Corporation's performance, and Executive's performance, and determine whether to increase Executive's Base Salary on a prospective basis. The first review shall be in January 2009. Such adjusted annual salary then shall become Executive's "Base Salary" for purposes of this Agreement.

(ii) Annual Bonus . Executive will be eligible for an annual cash bonus (the "Bonus"), based on performance, and calculated as a percentage of Executive's Base Salary. The Corporation intends that the Bonus will be paid within 2½ months of the close of the calendar year in which Executive becomes vested in such Bonus, to qualify for the short-term deferral exception to Code Section 409A.

(iii) Equity Compensation . Executive will be eligible to participate in any long-term incentive plans, and/or equity-based compensation plans established or maintained by the Corporation for its senior executive officers or employees, including, but not limited to, the Equity Plan.

4. Benefits .

(i) Executive shall be entitled to the extent eligible to participate in any benefit plans as may be adopted and modified by the Corporation from time to time, including without limitation health, dental and medical plans, life and disability insurance, paid time off, holiday, and retirement plans. The benefits available to Executive shall be no less favorable than those available to other executives at similar levels within the organization or to the employees of the Corporation at the location where Executive works. Benefits provided under this Agreement shall be subject to the terms and conditions of any applicable benefit plan, including any eligibility and vesting requirements, as such plans may be in effect from time to time.

(ii) Executive shall be entitled to four weeks vacation each year. The maximum number of accrued vacation hours that Executive can have at any point in time is equal to the total vacation hours earned in the last twelve months, plus one week of vacation carried over from the prior twelve months of service.

5. Other Activities . The employment of Executive shall be on a full-time basis, but Executive may be an investor or otherwise have an interest in or serve on the board of directors or advisory board to other businesses, partnerships and entities so long as the other activities of Executive do not materially interfere with the performance of Executive's duties to the Corporation, and so long as such other activities do not cause Executive to violate the Restrictive Covenants incorporated herein in Section 12 of this Agreement, and so long as Executive discloses all such activities to the Chief Executive Officer and the Board. Nothing in this provision or this Agreement limits or restricts Executive's duties and obligations, including the duty of loyalty, that arise under the law.

6. Termination by the Corporation . The Corporation may terminate the Employment Period:

(i) without Cause (as defined below) by giving Executive sixty (60) days' prior written notice, or

(ii) for Cause (as defined below). "Cause" shall mean: (A) an act of fraud, embezzlement or theft by Executive in connection with Executive's duties or in the course of Executive's employment with the Corporation; (B) Executive's intentional wrongful damage to the property of the Corporation; (C) Executive's intentional breach of Section 12 hereof while Executive remains in the employ of the Corporation; (D) an act of Gross Misconduct (as defined below); or (E) a felony conviction or a conviction for a misdemeanor involving moral turpitude; and, in each case, the reasonable, good faith determination by the Board as hereafter provided that any such act shall have been materially harmful to the Corporation. For purposes of this Agreement, "Gross Misconduct" shall mean a willful or grossly negligent act or omission which has or will have a material and adverse impact on the business or reputation of the Corporation, or on the business of the Corporation's customers or suppliers as such relate to the Corporation. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the independent directors of the Board then in office at a meeting of the Board called and held for such purpose, finding that, Executive has committed an act set forth above in this Section 6. Nothing herein shall limit Executive's right or Executive's beneficiaries' right to contest the validity or propriety of any such determination. In addition, Executive's employment shall be deemed to have terminated for Cause if, based on facts and circumstances discovered after Executive's employment has terminated, the Board determines in good faith after appropriate investigation that Executive committed an act during the Employment Period that would have justified a termination for Cause. In addition, Executive’s employment shall be deemed to have terminated for Cause, if based on facts and circumstances discovered after Executive’s employment has terminated, the Board determines in reasonable good faith, within one year after Executive’s employment terminated, and after appropriate investigation and an opportunity for Executive to be interviewed (with or without counsel as Executive may determine) by a subcommittee of the independent Board members or its representative, that Executive committed an act during the Employment Period that would have justified a termination for Cause.

7. Termination by Executive . Executive may terminate the Employment Period (i) by giving the Corporation sixty (60) days' prior written notice, or (ii) for Good Reason (as defined below); provided, however, that in the event Executive terminates the Employment Period for Good Reason, Executive must give the Corporation written notice of his intent to terminate for Good Reason within sixty (60) days of the occurrence of the event that allegedly constitutes Good Reason. The Corporation shall have a right to cure the breach for a period of thirty (30) days after notice from Executive of his intention to terminate for Good Reason. In the event of termination by notice under the preceding subsection (i), the Corporation in its discretion may elect a termination date that is earlier than the conclusion of the sixty (60) day notice period, but in the event of such election the termination shall still be deemed a voluntary termination by Executive under this Section. "Good Reason" means the occurrence of any of the following events without Executive's express written consent:

(a) The material reduction of Executive's authorities, duties, or responsibilities with the Corporation;

(b) A material reduction by the Corporation of Executive's Base Salary, other than a reduction approved by the Board that similarly applies to all executive officers of the Corporation, provided that a reduction in Base Salary shall not exceed more than 10% of then Base Salary;

(c) A relocation of the offices of Executive to a place greater than thirty-five (35) miles in distance from the current executive offices of the Corporation in Oxford, MA;

(d) A material reduction in the budget over which Executive retains authority; or

(e) Any action or inaction that constitutes a material breach by the Corporation of this Agreement.

The Corporation shall have no obligations to Executive after Executive's last day of employment following termination of employment under this Section, except as specifically set forth in this Agreement or under any applicable plans, programs or arrangements of the Corporation including, without limitation, the Corporation’s certificate of incorporation or By-Laws, the Equity Plan and any agreements thereunder and the indemnification agreement described in Section 4.

8. Automatic Termination . Notwithstanding the provisions of Section 2, Executive's employment shall automatically terminate upon Executive's death or Disability (as defined below). Executive shall be deemed to have a "Disability" for purposes of this Agreement if Executive is unable to substantially perform, by reason of physical or mental incapacity, Executive's duties or obligations under this Agreement, with or without reasonable accommodation as defined in the Americans with Disabilities Act and implementing regulations, for a period of one hundred and eighty (180) consecutive days in any 360-day period. The Board shall determine, according to the facts then available, whether and when the disability of Executive has occurred and shall state that date of termination in the Notice of Termination. Such determination shall be made by the Board in the good faith exercise of its reasonable discretion.

9. Expiration of Agreement . The Employment Period shall terminate in accordance with Section 2 if not earlier terminated pursuant to Section 6, 7 or 8.

10. Certain Obligations of the Corporation Following Termination of the Employment Period . Following termination of the Employment Period under the circumstances described below, the Corporation will pay to Executive the following compensation and provide the following benefits in addition to any benefits to which Executive may be entitled by law in full satisfaction and final settlement of any and all claims and demands that Executive or the Corporation may have against the other under this Agreement:

(i) Termination of Employment for Any Reason . In the event of a termination of the Employment Period for any reason, the Corporation shall pay or provide Executive (a) any unpaid Base Salary through the date of termination and (b) any benefits (including, without limitation, any unused vacation accrued in accordance with Section 4(ii)) accrued, earned or vested, and any unreimbursed expenses incurred, up to and including the effective date of such termination to which Executive may be entitled under the terms of any applicable arrangement, plan or program (collectively, the "Accrued Amounts").

(ii) Without Cause by the Corporation or for Good Reason by Executive . In the event that the Employment Period is terminated by the Corporation without Cause pursuant to Section 6(i) hereof or by Executive for Good Reason pursuant to Section 7 hereof, Executive shall be entitled to the following payments:

(a) The Accrued Amounts, as soon as practicable following the date of termination;

(b) Any bonus that has been actually earned as of or prior to the termination date, but has not been paid, payable in a single lump sum as soon as practicable following the date of termination;

(c) A pro rata portion of the amount, if any, Executive would have received pursuant to Section 3(ii) for the year in which Executive's employment terminated. The Corporation shall determine what annual bonus, if any, Executive would have earned had he been employed through the end of the applicable period (the " Base Incentive Amount "), in accordance with the methods used to calculate annual bonuses for the Corporation's other similarly-situated executives. The pro rata portion to be paid pursuant to this paragraph shall be determined by multiplying the Base Incentive Amount by a fraction, the numerator of which is the number of days from the beginning of the applicable annual period in which the termination occurred through the date of termination and the denominator of which is 365. Any payment due under this paragraph shall be paid at the time payment is made to other similarly-situated executives of the Corporation; provided, however, that such payment shall be made in a single lump sum payment no later than the last day of the calendar year following the year in which Executive's employment terminates;

(d) Continuing payments of Base Salary, payable in accordance with regular payroll practices of the Corporation, for twenty-four months following the date of termination;

(e) Continued coverage under the Corporation's medical and dental plans for twelve months following the date of termination. Thereafter, Executive may elect COBRA continuation coverage at Executive's expense.

In the event that the Employment Period is terminated by the Corporation without Cause pursuant to Section 6(i) hereof or by Executive for Good Reason pursuant to Section 7 hereof, for purposes of determining the vested portions of Executive's stock options and any other equity compensation awards granted on or after the date hereof, Executive shall be deemed to have terminated employment twelve (12) months following the date of Executive's actual termination of employment.

In the event that the Employment Period is terminated by the Corporation without Cause pursuant to Section 6(i) hereof or by Executive for Good Reason pursuant to Section 7 hereof and such termination occurs within twenty-four (24) months following a Change of Control (as defined in the Equity Plan), all stock options and any other equity compensation awards granted on or after this date hereof and held by Executive on the date of termination shall immediately vest and become non-forfeitable.

(iii) Termination by Executive Without Good Reason or by the Corporation for Cause . In the event the Employment Period is terminated by Executive pursuant to Section 7(i) hereof without Good Reason or by the Corporation pursuant to Section 6(ii) hereof for Cause, Executive shall be entitled to no further compensation or other benefits under this Agreement except for the Accrued Amounts, payable in a single lump sum as soon as practicable following the date of termination.

(iv) Death; Disability . In the event that the Employment Period is terminated by reason of Executive's death or for Disability, Executive or Executive's estate, as the case may be, shall be entitled to the following payments:

(a) The Accrued Amounts, as soon as reasonably practicable following the date of termination;

(b) Any bonus that has been actually earned as of or prior to the termination date, but has not been paid, payable in a single lump sum as soon as practicable following the date of termination; and

In the event that the Employment Period is terminated by reason of Executive’s death or for Disability, the treatment of any equity compensation awards held by Executive shall be governed by the terms of the plan or agreement under which such awards were granted.

(v) Expiration . In the event the Employment Period terminates due to the expiration of the Employment Period and the Corporation does not offer Executive continued employment in the same or a substantially similar position as, or in a higher position than, his position on the date of the expiration of the Employment Period, and at a compensation level that is the same or a substantially similar to that in effect on the date of the expiration of the Employment Period, Executive shall be entitled to the following payments:

(a) The Accrued Amounts, as soon as reasonably practicable following the date of termination;

(b) Any bonus that has been actually earned as of or prior to the termination date, but has not been paid, payable in a single lump sum as soon as practicable following the date of termination;

(d) Continuing payments of Base Salary, payable in accordance with regular payroll practices of the Corporation, for twenty-four months following the date of termination.

Except as provided in Section 10(i), Executive shall not be entitled to payment of the amounts described in this subsection (v) if the Corporation offers Executive continued employment in the same or a substantially similar position as, or in a higher position than, his position on the date of expiration of the Employment Period, and at a compensation level that is the same or a substantially similar to that in effect on the date of the expiration of the Employment Period, and Executive declines the offer.

(vi) No Mitigation or Offset . In the event of any termination of Executive’s employment under this Section 10, Executive shall be under no obligation to seek other employment or otherwise mitigate his damages, and there shall be no offset against amounts due to Executive under this Agreement on account of any remuneration or benefit attributable to any subsequent employment obtained by Executive.

11. Nature of Payments . Upon termination of employment pursuant to Sections 6, 7, 8 or 9, Executive will be released from any duties and obligations to the Corporation set forth in this Agreement (except the duties and obligations under the Restrictive Covenants and as set forth in Section 12 hereof) and the obligations of the Corporation to Executive under this Agreement will be as set forth in Section 10.

12. Restrictive Covenants . In consideration of the benefits under this Agreement, Executive has executed and delivered a Confidentiality, Non-Competitive and Confirmatory Assignment Agreement, dated the date of this Agreement (together with any similar or successor agreements, referred to herein as the “Restrictive Covenants”), and Executive agrees that, as part of this Agreement, Executive shall comply with the terms of the Restrictive Covenants. Notwithstanding Section 10(iii) of this Agreement, if (a) Executive terminates employment other than for Good Reason and, thus, is not entitled to the payments and benefits under Section 10(ii) of this Agreement, and (b) (i) Executive receives a written offer of employment during the Non-Competition Period set forth in Section 2(a) of the Restrictive Covenant, or (ii) Executive is not able to find suitable employment in his field in relation to his skills, position and base salary, which employment would not contravene Section 2(a) of the Restrictive Covenant, after a good faith effort by Executive to search for such employment, and (iii) the Company notifies Executive that it intends to enforce the non-compete provisions of such Section 2(a) against Executive, then the Company shall pay to Executive an amount equal to the semi-monthly amount of the Executives’ Base Salary for each semi-monthly payroll period beginning (A) on the effective date of the written offer of employment referred to above or (B) during the period in which Executive is not able to find suitable employment, and ending on the earliest to occur of (I) the end of the Non-Competition Period set forth in such Section 2(a), or (II) the date as of which Executive begins new employment with an employer, which employment would not contravene Section 2(a) of the Restrictive Covenant. For the avoidance of doubt, the non-competition and other provision of the Restrictive Covenants in all events shall continue to apply until the end of the Non-Competition Period set forth in Section 2(a) of the Restrictive Covenant, regardless of the Executive’s new employment with an employer that would not contravene Section 2(a) of the Restrictive Covenant, the subsequent termination of such employment or any other event.

13. Release . Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond Accrued Amounts shall only be payable if Executive delivers to the Corporation a release of claims of Executive occurring up to the release date, in the form attached hereto as Exhibit A, within twenty-one (21) calendar days after presentation thereof by the Corporation to Executive. The Corporation shall present such release to Executive within thirty (30) days of the date Executive’s employment terminates. Payment of the amounts described in this Section shall commence no earlier than eight (8) days following the date on which Executive delivers to the Corporation an executed and enforceable release as described herein.

14. Indemnification . The Corporation shall maintain a directors' and officers' liability insurance policy covering Executive on the same basis as in effect for other senior executive employees, and shall provide indemnity to Executive by a separate, written indemnification agreement.

15. Notices . Any and all notices provided for herein shall be in writing and shall be delivered by certified mail, return receipt requested or in person. Notice shall be deemed to have been given when notice is received by the party on whom the notice was served. Notice to the Corporation shall be addressed to the Corporation at its principal office, and notice to Executive shall be addressed to Executive at Executive's last address as shown on the records of the Corporation.

16. Governing Law . This Agreement shall be governed by, construed and enforced in accordance with the substantive laws of the Commonwealth of Massachusetts, without regard to its internal conflicts of law provisions.

17. Severability . In the event that any provision of this Agreement shall be determined to be invalid, illegal or otherwise unenforceable or contrary to law or public policy, the enforceability of the other provisions in this Agreement shall not affected thereby.

18. Assignment . Executive recognizes that this is an agreement for personal services and that Executive may not assign this Agreement. The Agreement shall inure to the benefit of and be binding upon the Corporation's successors and assigns.

19. Entire Agreement/Amendment . This Agreement and the Restrictive Covenant referred to in Section 12 constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all other agreements, either oral or in writing (including the Prior Agreement), among the Parties hereto with respect to the subject matter hereof. This Agreement may not be amended except by written agreement signed by both Parties.

20. Execution in Counterparts . This Agreement may be executed in one or more counterparts, and by the different Parties in separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement (and all signatures need not appear on any one counterpart), and this Agreement shall become effective when one or more counterparts has been signed by each of the Parties hereto and delivered to each of the other Parties hereto.

21. Waiver . The failure of either of the Parties to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of either of the Parties to enforce each and every provision of this Agreement. No waiver of any breach of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party against whom or which enforcement of such waiver is sought, and no waiver of any such breach shall be construed or deemed to be a waiver of any other or subsequent breach.

22. Capacity . Executive and the Corporation hereby represent and warrant to the other that: (i) Executive or the Corporation has full power, authority and capacity to execute and deliver this Agreement, and to perform Executive's or the Corporation's obligations hereunder; (ii) such execution, delivery and performance will not (and with the giving of notice or lapse of time or both would not) result in the breach of any agreements or other obligations to which Executive or the Corporation is a party or Executive or the Corporation is otherwise bound; and (iii) this Agreement is Executive's or the Corporation's valid and binding obligation in accordance with its terms.

23. Arbitration . Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of Executive's employment or the termination of that employment (including, without limitation, any claims of unlawful employment discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be settled by arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the American Arbitration Association ("AAA") in Worcester, Massachusetts in accordance with the Employment Dispute Resolution Rules of the AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any person or entity other than Executive or the Employer may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration subject to such other person or entity's agreement. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 23 shall be specifically enforceable. Notwithstanding the foregoing, this Section 23 shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 23. Punitive and consequential damages shall not be permitted as an award and each party shall bear the fees and expenses of its own counsel and expert witnesses.

24. Consent to Jurisdiction . To the extent that any court action is permitted consistent with or to enforce Section 23 of this Agreement, the parties hereby consent to the jurisdiction of the Superior Court of the Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts. Accordingly, with respect to any such court action, Executive (a) submits to the personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process.

25. Code Section 409A . This Agreement is intended to comply with Code Section 409A and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be administered accordingly. The Agreement shall be construed and interpreted with such intent. Each payment under Section 10 of this Agreement or any Corporation benefit plan is intended to be treated as one of a series of separate payments for purposes of Code Section 409A and Treas. Reg. §1.409A-2(b)(2)(iii). Any payment under Section 10 that does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4) or a limited payment under Treas. Reg. §1.409A-1(b)(9)(v)(D) (or any similar or successor provisions) will not be made before the date that is six (6) months after the date of termination or, if earlier, the date of Executive's death (the "Six Month Delay Rule") if Executive is a Specified Employee (as defined below) as of his Termination of employment. Payments to which Executive otherwise would be entitled during the first six months following his Termination of employment (the "Six-Month Delay") will be accumulated and paid on the first day of the seventh month following his Termination of employment. Notwithstanding the Six-Month Delay Rule, to the maximum extent permitted under Code Section 409A and Treas. Reg. §1.409A-1(b)(9)(iii) (or any similar or successor provisions), during the Six-Month Delay and as soon as practicable after satisfaction of Section 13 of this Agreement, the Corporation will pay Executive an amount equal the lesser of (A) the total severance scheduled to be provided under Section 10 above, or (B) two times the lesser of (1) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which Executive's Termination of employment occurs, and (2) the sum of Executive's annualized compensation based upon the annual rate of pay for services provided to the Corporation for the taxable year of Executive preceding the taxable year of Executive in which his Termination of employment occurs; provided that amounts paid under this sentence will count toward, and will not be in addition to, the total payment amount required to be made to Executive by the Corporation under Section 10 above. For purposes of this Agreement, the term "Specified Employee" has the meaning given to that term in Code Section 409A and Treas. Reg. §1.409A-1(i) (or other similar or successor provisions). The Corporation's "specified employee identification date" (as described in Treas. Reg. §1.409A-1(i)(3) or any similar or successor provisions) will be December 31 of each year, and the Corporation's "specified employee effective date" (as described in Treas. Reg. §1.409A-1(i)(4) or any similar or successor provisions) will be April 1 of each succeeding year.

IN WITNESS WHEREOF , this Employment Agreement has been duly executed:

IPG PHOTONICS CORPORATION

By: ________________________________ /s/ Valentin P. Gapontsev

Its: Vice President, General Counsel and Secretary Executive

EXHIBIT A

RELEASE AND WAIVER AGREEMENT

This Release and Waiver Agreement ("Agreement") is entered into this _____ day of ______________________, _____ by and between IPG Photonics Corporation, a Delaware corporation (the "Corporation") and [insert executive name] (hereinafter "Executive").

WHEREAS, Executive's employment with the Corporation is terminated effective __________________, 20__ ("Termination Date") and the Corporation and Executive have voluntarily agreed to the terms of this Agreement in exchange for severance benefits under the Employment Agreement between the parties effective [DATE] , 2008 ("Employment Agreement"), to which Executive otherwise would not be entitled;

WHEREAS, accordingly the Corporation has determined that Executive will receive severance pay if Executive executes and complies with the terms of this Agreement; and

WHEREAS, Executive acknowledges that the consideration received by Executive under the terms of this Agreement and the Employment Agreement for the release and waiver contained herein is in addition to any consideration the Corporation is otherwise required to provide Executive.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements set forth below, the parties hereby acknowledge and agree as follows:

1. Severance . In consideration for Executive's agreements contained herein and Executive's compliance with Executive's continuing obligations under the Employment Agreement, including his obligations under Section 12, the Corporation will pay Executive the applicable severance provided in Section 10 [Note—actual agreement to specify the applicable subsections of Section 10(d)] of the Employment Agreement. Except as specifically provided in this Agreement, the Employment Agreement and any applicable plans, programs or arrangements of the Corporation including, without limitation, the Corporation’s certificate of incorporation or By-laws, the Corporation’s 2006 Incentive Compensation Plan and any agreements thereunder and the indemnification agreement dated ____ between the Corporation and Executive (the “Indemnification Agreement”), Executive shall not be entitled to any other payment, benefits or other consideration from the Corporation.

2. Waiver and Release . In consideration for the payments and benefits to be provided to Executive as set forth herein and the Employment Agreement, Executive, himself and for any person or entity that may claim by him or through him, including Executive's heirs, executors, administrators and assigns, hereby knowingly, irrevocably, unconditionally and voluntarily waives, releases and forever discharges the Corporation and each of its individual or collective past, present and future parent, subsidiaries, divisions and affiliates, its and their joint ventures and its and their respective directors, officers, associates, employees, representatives, partners, consultants insurers, attorneys, administrators, accountants, executors, heirs, and agents, and each of its and their respective predecessors, successors and assigns and all persons acting by, through or in concert with any of them (hereinafter collectively referred to as "Releasees"), from any and all claims, causes of action or liabilities relating to Executive’s employment with the Corporation or the termination thereof, known or unknown, suspected or unsuspected, arising from any omissions, acts or facts that have occurred up until and including the date the Executive executes this Agreement which have been or could be asserted against the Releasees, including but not limited to:

(a) causes of action or liabilities relating to Executive’s employment with the Corporation or the termination thereof arising under Title VII of the Civil Rights Act, the Age Discrimination in Employment Act (the "ADEA"), the Employee Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act, the American with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, the Illinois Human Rights Act, and the Delaware General Corporations Act as such Acts have been amended, and/or any other foreign, federal, state, municipal, or local employment discrimination statutes (including, but not limited to, claims based on age, sex, attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or

(b) causes of action or liabilities related to Executive’s employment with the Corporation or the termination thereof arising under any other federal, state, municipal, or local statute, law, ordinance or regulation; and/or

(c) causes of action or liabilities relating to rights to or claims for pension, profit-sharing, wages, bonuses or other compensation or benefits; and/or

(d) any other cause of action relating to Executive’s employment with the Corporation or the termination thereof including, but not limited to, actions seeking severance pay, except as provided herein, actions based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, defamation, discrimination, retaliation, promissory estoppel, fraud, violation of public policy, negligence and/or any other common law, or other cause of action whatsoever arising out of or relating to employment with and/or separation from employment with the Corporation and/or any of the other Releasees.

Nothing herein shall limit or impede Executive's right to file or pursue an administrative charge with, or participate in, any investigation before the Equal Employment Opportunity Commission ("EEOC"), or any other local, state or federal agency, and/or any causes of action which by law Executive may not legally waive. Executive agrees, however, that if Executive or anyone acting on Executive's behalf, brings any action concerning or related to any cause of action or liability released in this Agreement, Executive waives any right to, and will not accept, any payments, monies, damages, or other relief, awarded in connection therewith.

Nothing herein shall constitute a waiver or release of any of Executive’s rights under this Agreement, any other applicable plans, programs or arrangements of the Corporation including, without limitation, the Corporation’s certificate of incorporation or By-laws, the Corporation’s 2006 Incentive Compensation Plan and any agreements thereunder, or under the Indemnification Agreement.

Executive expressly waives the benefits of any statute or rule of law that, if applied to this Agreement, would otherwise exclude from its binding effect any claims against the Corporation not now known by Executive to exist.

3. Nondisparagement . Executive agrees that he will not directly or indirectly, individually or in concert with others, engage in any conduct or make any statement (whether oral or written) calculated or likely to have the effect of undermining, disparaging or otherwise reflecting poorly upon the Corporation or its good will, products or business opportunities, or in any manner detrimental to the Corporation. In addition, Executive agrees not to make any disparaging remarks regarding any related, affiliated or subsidiary organizations of the Corporation. The Corporation agrees to use its reasonable best efforts to cause its officers and directors not to, directly or indirectly, individually or in concert with others, engage in any conduct or make any statement (whether oral or written) calculated or likely to have the effect of undermining, disparaging or otherwise reflecting poorly upon Executive or in any manner detrimental to Executive.

4. Cause of Action . As used in this Agreement, the phrase "cause of action" includes all claims, covenants, warranties, promises, agreements, undertakings, actions, suits, counterclaims, causes of action, complaints, charges, obligations, duties, demands, debts, accounts, judgments, costs, expenses, losses, damages and liabilities, of whatsoever kind or nature, in law, equity or otherwise.

5. No Assignment of Causes of Action . Executive represents and warrants that he has not filed or caused to be filed against the Releasees any claims, actions or lawsuits. Executive further represents and warrants that he has not sold, assigned, transferred, conveyed or otherwise disposed of to any third party, by operation of law or otherwise, any claim of any nature whatsoever relating to any matter covered by this Agreement.

6. Representations of the Corporation . The Corporation represents that it is not presently aware of any cause of action that it or any of the other Releasees have against Executive as of the date hereof. The Corporation acknowledges that the release granted by the Executive in Paragraph 2 above will be null and void in the event the Corporation subsequently seeks to treat Executive’s termination of employment as “for Cause” under the last sentence of Section 6(ii) of the Employment Agreement.

7. Notice to Seek Counsel, Consideration Period, Revocation Period . Executive acknowledges that Executive has been advised in writing hereby to consult with an attorney before signing this document and that Executive has had at least twenty-one (21) days after receipt of this document to consider whether to accept or reject this Agreement. Executive understands that Executive may sign this Agreement prior to the end of such twenty-one (21) day period, but is not required to do so. Under ADEA, Executive has seven (7) days after Executive signs this Agreement to revoke it. Such revocation must be in writing and delivered either by hand or mailed and postmarked within the seven (7) day period. If sent by mail, it is requested that it be sent by certified mail, return receipt requested to the Corporation's General Counsel Office at 50 Old Webster Road, Oxford, MA 01540. If Executive revokes this Agreement as provided herein, it shall be null and void and Executive shall not be entitled to receive the payments as described in the first sentence of Paragraph 1 herein. If Executive does not revoke this Agreement within seven (7) days of signing it, this Agreement shall become enforceable and effective on the seventh (7th) day after the Executive signs this Agreement ("Effective Date").

8. Governing Law; Disputes . Except as provided in Section 23 of the Employment Agreement, or as provided below, jurisdiction and venue over disputes with regard to this Agreement shall be exclusively in the courts of the State of Massachusetts or the United States District Court for the District of Massachusetts. This Agreement shall be construed and interpreted in accordance with and governed by the laws of the State of Massachusetts, without regard to the choice of laws provisions of such laws. The parties agree that any action brought by a party to enforce or interpret this Agreement shall be brought in a State or Federal Court sitting in Boston, Massachusetts; except that an action by the Corporation to enforce its rights under Section 12 the Employment Agreement may also be brought in Executive's state of residency or any other forum in which the Executive is subject to personal jurisdiction. In addition, Executive and the Corporation specifically consent to personal jurisdiction in the State of Massachusetts for purposes of this Agreement.

9. Amendment; Waiver . No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Executive and the Corporation. This Agreement shall be enforced in accordance with its terms and shall not be construed against either party.

10. Severability . The parties agree that if any provision, section, subsection or other portion of this Agreement shall be determined by any court of competent jurisdiction to be invalid, illegal or unenforceable in whole or in part and such determination shall become final, such provision or portion shall be deemed to be severed or limited, but only to the extent required to render the remaining provisions and portion of this Agreement enforceable. This Agreement as thus amended will remain in full force and effect and will be binding on the parties and will be enforced so as to give effect to the intention of the parties insofar as that is possible. In addition, the parties hereby expressly empower a court of competent jurisdiction to modify any term or provision of this Agreement to the extent necessary to comply with existing law and to enforce this Agreement as modified.

11. Enforcement . This Agreement may be pleaded as a full and complete defense and may be used as the basis for an injunction against any action at law or proceeding at equity, or any private or public judicial or non-judicial proceeding instituted, prosecuted, maintained or continued in breach hereof.

12. No Enlargement of Employee Rights . Executive acknowledges that, except as expressly provided in this Agreement, any employment or contractual relationship between him and the Corporation is terminated, and that he has no future employment or contractual relationship with the Corporation other than the contractual relationship created by this Agreement, the Employment Agreement, any other applicable plans, programs or arrangements of the Corporation including, without limitation, the Corporation’s certificate of incorporation or By-laws, the Corporation’s 2006 Incentive Compensation Plan and any agreements thereunder, and the Indemnification Agreement. The Corporation has no obligation, contractual or otherwise, to employ or reemploy, hire or rehire, or recall or reinstate Executive in the future with the Corporation.

13. No Representations . Executive represents that he has carefully read and understands the scope and effect of the provisions of this Agreement. Executive has not relied upon any representations or statements made by the Corporation that are not specifically set forth in this Agreement.

14. Counterparts . This Agreement may be executed in two counterparts, each of which shall be deemed to be an original but both of which together will constitute one and the same instrument.

15. Withholding . The Corporation shall withhold from any payments otherwise due or payable hereunder any amounts required to be withheld in order to comply with any federal, state, local or other income or other tax laws requiring withholding with respect to compensation and benefits provided to Executive pursuant to this Agreement.

16. Successors and Assigns . This Agreement binds and inures to the benefit of Executive's heirs, administrators, representatives, executors, successors and assigns, and the Corporation’s successors and assigns.

17. Entire Agreement - Termination of Prior Agreements . This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any previous oral and written agreements or representations relating to the subject matters herein, except for the Employment Agreement, any other applicable plans, programs or arrangements of the Corporation including, without limitation, the Corporation’s certificate of incorporation or By-laws, the Corporation’s 2006 Incentive Compensation Plan and any agreements thereunder, and the Indemnification Agreement.

The undersigned hereby acknowledge and agree that Executive has carefully read and fully understands all the provisions of this Agreement, has had an opportunity to seek counsel regarding it and have voluntarily entered into this Agreement by signing below as of the date(s) set forth below.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date indicated above.

IPG PHOTONICS CORPORATION

By: _________________________________

Its: _________________________________

EXECUTIVE

___________________________

Exhibit 10.2

SERVICE AGREEMENT

This Service Agreement (“Agreement”), dated as of 9 May, 2008, is made by and between IPG Laser GmbH, a German limited company having an office at Siemensstrasse 7, 57299 Burbach Germany (the “Company”), and Evgeny Shcherbakov, residing at Auf der Bracht 7, Burbach 57299 Germany, born on 20 June 1947 (“Executive”). The Company and Executive are referred to jointly below as the “Parties.”

WHEREAS , the Company and Executive previously entered into a service agreement dated March 1, 2006 (the "Prior Agreement");

WHEREAS , the Corporation and Executive desire to amend and restate the Prior Agreement; and

WHEREAS, the Company desires to continue to employ Executive and Executive desires to continue his service as managing director on the terms conditions set forth in this Agreement.

NOW, THEREFORE , in consideration of the services to be provided by Executive, the mutual terms and conditions set forth below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Services. Executive will provide services to the Company in the position of managing director. Executive will report to the Company’s majority shareholder. Executive’s primary responsibility will be managing the general business and affairs of the Company, and performing related administrative duties. Executive will carry out such duties as shall be assigned from time to time by the Company’s sole shareholder, subject to applicable laws, and ethical duties. During the Service Period (as defined below), Executive shall devote Executive’s reasonable best efforts, energies and abilities and Executive’s full business time, skill and attention to the business and affairs of the Company, and shall act at all times according to the highest professional standards, for the purpose of advancing the business of the Company.

2. Term . Subject to the Termination provisions below, Executive shall provide services to the Company for a term commencing on the first day of the fiscal quarter including the date of execution of this Agreement (the “Effective Date”) and shall terminate at 5:00 pm E.S.T. on December 31, 2009 (the “Service Period”); provided that, in the event of a "Change of Control" of IPG Photonics Corporation (as such term is defined in IPG Photonics Corporation’s 2006 Incentive Compensation Plan in effect on the Effective Date (the "Equity Plan")), the Service Period automatically will be extended until the second anniversary of the Change in Control.

Compensation .

(i) Salary . The Company shall pay Executive on a salary basis at a monthly rate of €17,640 paid on the basis of a 14-month year for gross annual base salary ("Base Salary") of two hundred and forty six thousand, nine hundred and sixty EURO (€246,960) effective as of the Effective Date. The Company will pay Executive's Base Salary in equal installments in accordance with the Company's standard payroll policies and schedule, subject to tax and elective withholding and deductions. Thereafter, the Board of Directors of IPG Photonics Corporation, or such committee of the Board as is responsible for setting the compensation of senior executive officers, shall review Executive's performance and Base Salary annually in January of each year, in light of competitive data, the Company's performance, and Executive's performance, and determine whether to increase Executive's Base Salary on a prospective basis. The first review shall be in January 2009. Such adjusted annual salary then shall become Executive's "Base Salary" for purposes of this Agreement.

(ii) Annual Bonus . Executive will be eligible for an annual cash bonus (the "Bonus"), based on performance, and calculated as a percentage of Executive's Base Salary.

(iii) Equity Compensation . Executive will be eligible to participate in any long-term incentive plans, and/or equity-based compensation plans established or maintained by the Company for its senior executive officers or employees, including, but not limited to, the Equity Plan.

4. Benefits .

(i) Executive shall be entitled to the extent eligible to participate in any benefit plans as may be adopted and modified by the Company from time to time, including without limitation health, dental and medical plans, life and disability insurance, paid time off, holiday, and retirement plans. The benefits available to Executive shall be no less favorable than those available to other executives at similar levels within the organization or to the employees of the Company at the location where Executive works. Benefits provided under this Agreement shall be subject to the terms and conditions of any applicable benefit plan, including any eligibility and vesting requirements, as such plans may be in effect from time to time.

(iii) Executive shall have the right to a luxury class car which may be also used for personal purposes.

5. Other Activities . The service of Executive shall be on a full-time basis, but Executive may be an investor or otherwise have an interest in or serve on the board of directors or advisory board to other businesses, partnerships and entities so long as the other activities of Executive do not materially interfere with the performance of Executive's duties to the Company, and so long as such other activities do not cause Executive to violate the Restrictive Covenants incorporated herein in Section 12 of this Agreement, and so long as Executive discloses all such activities to the Chief Executive Officer and the Board of Directors of IPG Photonics Corporation (the “Board”). Nothing in this provision or this Agreement limits or restricts Executive's duties and obligations, including the duty of loyalty, that arise under the law.

6. Termination by the Company. The Company may terminate the Service Period:

(i) without Cause (as defined below) by giving Executive sixty (60) days' prior written notice, or

(ii) for Cause (as defined below). "Cause" shall mean: (A) an act of fraud, embezzlement or theft by Executive in connection with Executive's duties or in the course of Executive's service to the Company; (B) Executive's intentional wrongful damage to the property of the Company; (C) Executive's intentional breach of Section 12 hereof while Executive remains in the employ of the Company; (D) an act of Gross Misconduct (as defined below); or (E) a felony conviction or a conviction for a misdemeanor involving moral turpitude; and, in each case, the reasonable, good faith determination by the Board as hereafter provided that any such act shall have been materially harmful to the Company. For purposes of this Agreement, "Gross Misconduct" shall mean a willful or grossly negligent act or omission which has or will have a material and adverse impact on the business or reputation of the Company, or on the business of the Company's customers or suppliers as such relate to the Company. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the independent directors of the Board then in office at a meeting of the Board called and held for such purpose, finding that, Executive has committed an act set forth above in this Section 6. Nothing herein shall limit Executive's right or Executive's beneficiaries' right to contest the validity or propriety of any such determination. In addition, Executive's service shall be deemed to have terminated for Cause if, based on facts and circumstances discovered after Executive's service has terminated, the Board determines in good faith after appropriate investigation that Executive committed an act during the Service Period that would have justified a termination for Cause. In addition, Executive’s service shall be deemed to have terminated for Cause, if based on facts and circumstances discovered after Executive’s service has terminated, the Board determines in reasonable good faith, within one year after Executive’s service terminated, and after appropriate investigation and an opportunity for Executive to be interviewed (with or without counsel as Executive may determine) by a subcommittee of the independent Board members or its representative, that Executive committed an act during the Service Period that would have justified a termination for Cause.

7. Termination by Executive . Executive may terminate the Service Period (i) by giving the Company sixty (60) days' prior written notice, or (ii) for Good Reason (as defined below); provided, however, that in the event Executive terminates the Service Period for Good Reason, Executive must give the Company written notice of his intent to terminate for Good Reason within sixty (60) days of the occurrence of the event that allegedly constitutes Good Reason. The Company shall have a right to cure the breach for a period of thirty (30) days after notice from Executive of his intention to terminate for Good Reason. In the event of termination by notice under the preceding subsection (i), the Company in its discretion may elect a termination date that is earlier than the conclusion of the sixty (60) day notice period, but in the event of such election the termination shall still be deemed a voluntary termination by Executive under this Section. "Good Reason" means the occurrence of any of the following events without Executive's express written consent:

(a) The material reduction of Executive's authorities, duties, or responsibilities with the Company;

(b) A material reduction by the Company of Executive's Base Salary, other than a reduction approved by the Board that similarly applies to all executive officers of the Company, provided that a reduction in Base Salary shall not exceed more than 10% of then Base Salary;

(c) A relocation of the offices of Executive to a place greater than thirty-five (35) miles in distance from the current executive offices of the Company in Burbach, Germany;

(d) A material reduction in the budget over which Executive retains authority; or

(e) Any action or inaction that constitutes a material breach by the Company of this Agreement.

The Company shall have no obligations to Executive after Executive's last day of servive following termination of service under this Section, except as specifically set forth in this Agreement or under any applicable plans, programs or arrangements of

IPG Photonics Corporation including, without limitation, the its certificate of incorporation or By-Laws, the Equity Plan and any agreements thereunder and the indemnification agreement described in Section 13.

8. Automatic Termination . Notwithstanding the provisions of Section 2, Executive's service shall automatically terminate upon Executive's death or Disability (as defined below). Executive shall be deemed to have a "Disability" for purposes of this Agreement if Executive is unable to substantially perform, by reason of physical or mental incapacity, Executive's duties or obligations under this Agreement, for a period of one hundred and eighty (180) consecutive days in any 360-day period. The Board shall determine, according to the facts then available, whether and when the disability of Executive has occurred and shall state that date of termination in the Notice of Termination. Such determination shall be made by the Board in the good faith exercise of its reasonable discretion.

9. Expiration of Agreement . The Service Period shall terminate in accordance with Section 2 if not earlier terminated pursuant to Section 6, 7 or 8.

10. Certain Obligations of the Company Following Termination of the Service Period . Following termination of the Service Period under the circumstances described below, the Company will pay to Executive the following compensation and provide the following benefits in addition to any benefits to which Executive may be entitled by law in full satisfaction and final settlement of any and all claims and demands that Executive or the Company may have against the other under this Agreement:

(i) Termination of Service for Any Reason . In the event of a termination of the Service Period for any reason, the Company shall pay or provide Executive (a) any unpaid Base Salary through the date of termination and (b) any benefits (including, without limitation, any unused vacation accrued in accordance with Section 4(ii)) accrued, earned or vested, and any unreimbursed expenses incurred, up to and including the effective date of such termination to which Executive may be entitled under the terms of any applicable arrangement, plan or program (collectively, the "Accrued Amounts").

(ii) Without Cause by the Company or for Good Reason by Executive . In the event that the Service Period is terminated by the Company without Cause pursuant to Section 6(i) hereof or by Executive for Good Reason pursuant to Section 7 hereof, Executive shall be entitled to the following payments:

(a) The Accrued Amounts, as soon as practicable following the date of termination;

(b) Any bonus that has been actually earned as of or prior to the termination date, but has not been paid, payable in a single lump sum as soon as practicable following the date of termination;

(c) A pro rata portion of the amount, if any, Executive would have received pursuant to Section 3(ii) for the year in which Executive's service terminated. The Company shall determine what annual bonus, if any, Executive would have earned had he been employed through the end of the applicable period (the " Base Incentive Amount "), in accordance with the methods used to calculate annual bonuses for the Company's other similarly-situated executives. The pro rata portion to be paid pursuant to this paragraph shall be determined by multiplying the Base Incentive Amount by a fraction, the numerator of which is the number of days from the beginning of the applicable annual period in which the termination occurred through the date of termination and the denominator of which is 365. Any payment due under this paragraph shall be paid at the time payment is made to other similarly-situated executives of the Company; provided, however, that such payment shall be made in a single lump sum payment no later than the last day of the calendar year following the year in which Executive's service terminates;

(d) Continuing payments of Base Salary, payable in accordance with regular payroll practices of the Company, for twelve months following the date of termination;

(e) Continued coverage under the Company's medical and dental plans for twelve months following the date of termination.

In the event that the Service Period is terminated by the Company without Cause pursuant to Section 6(i) hereof or by Executive for Good Reason pursuant to Section 7 hereof, for purposes of determining the vested portions of Executive's stock options and any other equity compensation awards granted on or after the date hereof, Executive shall be deemed to have terminated service twelve (12) months following the date of Executive's actual termination of service.

In the event that the Service Period is terminated by the Company without Cause pursuant to Section 6(i) hereof or by Executive for Good Reason pursuant to Section 7 hereof and such termination occurs within twenty-four (24) months following a Change of Control (as defined in the Equity Plan), all stock options and any other equity compensation awards granted on or after this date hereof and held by Executive on the date of termination shall immediately vest and become non-forfeitable.

(iii) Termination by Executive Without Good Reason or by the Company for Cause . In the event the Service Period is terminated by Executive pursuant to Section 7(i) hereof without Good Reason or by the Company pursuant to Section 6(ii) hereof for Cause, Executive shall be entitled to no further compensation or other benefits under this Agreement except for the Accrued Amounts, payable in a single lump sum as soon as practicable following the date of termination.

(iv) Death; Disability . In the event that the Service Period is terminated by reason of Executive's death or for Disability, Executive or Executive's estate, as the case may be, shall be entitled to the following payments:

(a) The Accrued Amounts, as soon as reasonably practicable following the date of termination;

(b) Any bonus that has been actually earned as of or prior to the termination date, but has not been paid, payable in a single lump sum as soon as practicable following the date of termination; and

In the event that the Service Period is terminated by reason of Executive’s death or for Disability, the treatment of any equity compensation awards held by Executive shall be governed by the terms of the plan or agreement under which such awards were granted.

(v) Expiration . In the event the Service Period terminates due to the expiration of the Service Period and the Company does not offer Executive continued service in the same or a substantially similar position as, or in a higher position than, his position on the date of the expiration of the Service Period, and at a compensation level that is the same or a substantially similar to that in effect on the date of the expiration of the Service Period, Executive shall be entitled to the following payments:

(a) The Accrued Amounts, as soon as reasonably practicable following the date of termination;

(b) Any bonus that has been actually earned as of or prior to the termination date, but has not been paid, payable in a single lump sum as soon as practicable following the date of termination;

(d) Continuing payments of Base Salary, payable in accordance with regular payroll practices of the Company, for twelve months following the date of termination.

Except as provided in Section 10(i), Executive shall not be entitled to payment of the amounts described in this subsection (v) if the Company offers Executive continued service in the same or a substantially similar position as, or in a higher position than, his position on the date of expiration of the Service Period, and at a compensation level that is the same or a substantially similar to that in effect on the date of the expiration of the Service Period, and Executive declines the offer.

(vi) No Mitigation or Offset . In the event of any termination of Executive’s service under this Section 10, Executive shall be under no obligation to seek other service or otherwise mitigate his damages, and there shall be no offset against amounts due to Executive under this Agreement on account of any remuneration or benefit attributable to any subsequent service obtained by Executive.

11. Nature of Payments . Upon termination of service pursuant to Sections 6, 7, 8 or 9, Executive will be released from any duties and obligations to the Company set forth in this Agreement (except the duties and obligations under the Restrictive Covenants and as set forth in Section 12 hereof) and the obligations of the Company to Executive under this Agreement will be as set forth in Section 10.

12. Restrictive Covenants . In consideration of the benefits under this Agreement, Executive has executed and delivered a Confidentiality, Non-Competitive and Confirmatory Assignment Agreement, dated the date of this Agreement (together with any similar or successor agreements, referred to herein as the “Restrictive Covenants”) and Executive agrees that, as part of this Agreement, Executive shall comply with the terms of the Restrictive Covenants. Notwithstanding Section 10(iii) of this Agreement, if (a) Executive terminates service other than for Good Reason and, thus, is not entitled to the payments and benefits under Section 10(ii) of this Agreement, and (b) (i) Executive receives a written offer of employment during the Non-Competition Period set forth in Section 2(a) of the Restrictive Covenant, or (ii) Executive is not able to find suitable employment in his field in relation to his skills, position and base salary, which employment would not contravene Section 2(a) of the Restrictive Covenant, after a good faith effort by Executive to search for such employment, and (iii) the Company notifies Executive that it intends to enforce the non-compete provisions of such Section 2(a) against Executive, then the Company shall pay to Executive an amount equal to the semi-monthly amount of the Executives’ Base Salary for each semi-monthly payroll period beginning (A) on the effective date of the written offer of employment referred to above or (B) during the period in which Executive is not able to find suitable employment, and ending on the earliest to occur of (I) the end of the Non-Competition Period set forth in such Section 2(a), or (II) the date as of which Executive begins new employment with an employer, which employment would not contravene Section 2(a) of the Restrictive Covenant. For the avoidance of doubt, the non-competition and other provision of the Restrictive Covenants in all events shall continue to apply until the end of the Non-Competition Period set forth in Section 2(a) of the Restrictive Covenant, regardless of the Executive’s new employment with an employer that would not contravene Section 2(a) of the Restrictive Covenant, the subsequent termination of such employment or any other event.

13. Release . Any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond Accrued Amounts shall only be payable if Executive delivers to the Company a release of claims of Executive occurring up to the release date, in the form attached hereto as Exhibit A, within twenty-one (21) calendar days after presentation thereof by the Company to Executive. The Company shall present such release to Executive within thirty (30) days of the date Executive’s service terminates. Payment of the amounts described in this Section shall commence no earlier than eight (8) days following the date on which Executive delivers to the Company an executed and enforceable release as described herein.

14. Indemnification . IPG Photonics Corporation shall maintain a directors' and officers' liability insurance policy covering Executive on the same basis as in effect for other senior executive employees, and shall provide indemnity to Executive by a separate, written indemnification agreement.

15. Notices . Any and all notices provided for herein shall be in writing and shall be delivered by certified mail, return receipt requested or in person. Notice shall be deemed to have been given when notice is received by the party on whom the notice was served. Notice to the Company shall be addressed to the Company at its principal office, and notice to Executive shall be addressed to Executive at Executive's last address as shown on the records of the Company.

16. Governing Law . This Agreement shall be governed by, construed and enforced in accordance with the substantive laws of the Commonwealth of Massachusetts except that the social security insurance and mandatory statutory provisions set forth under company law shall be governed by the laws of the Federal Republic of Germany, without regard to its internal conflicts of law provisions.

19. Entire Agreement/Amendment . This Agreement and the Restrictive Covenants referred to in Section 12 constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all other agreements, either oral or in writing (including the Prior Agreement), among the Parties hereto with respect to the subject matter hereof. This Agreement may not be amended except by written agreement signed by both Parties.

22. Capacity . Executive and the Company hereby represent and warrant to the other that: (i) Executive or the Company has full power, authority and capacity to execute and deliver this Agreement, and to perform Executive's or the Company's obligations hereunder; (ii) such execution, delivery and performance will not (and with the giving of notice or lapse of time or both would not) result in the breach of any agreements or other obligations to which Executive or the Company is a party or Executive or the Company is otherwise bound; and (iii) this Agreement is Executive's or the Company's valid and binding obligation in accordance with its terms.

23. Arbitration . Any controversy or claim arising out of or relating to this Agreement or the breach thereof or otherwise arising out of Executive's service or the termination of that service (including, without limitation, any claims of unlawful service discrimination whether based on age or otherwise) shall, to the fullest extent permitted by law, be settled by arbitration in any forum and form agreed upon by the parties or, in the absence of such an agreement, under the auspices of the International Arbitration Association ("IAA") in Frankfurt/Main, Germany in accordance with the rules of the IAA goverming dispute resolution of personal services, including, but not limited to, the rules and procedures applicable to the selection of arbitrators. In the event that any person or entity other than Executive or the Employer may be a party with regard to any such controversy or claim, such controversy or claim shall be submitted to arbitration subject to such other person or entity's agreement. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This Section 23 shall be specifically enforceable. Notwithstanding the foregoing, this Section 23 shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 23. Punitive and consequential damages shall not be permitted as an award and each party shall bear the fees and expenses of its own counsel and expert witnesses.

25. German Civil Code . Executive shall be exempt from the restrictions of § 181 of the German Civil Code, provided that Executive shall first obtain the prior written consent of IPG Photonics Corporation with respect to the transaction.

IN WITNESS WHEREOF , this Service Agreement has been duly executed:

/s/ Valentin P. Gapontsev /s/ Evgeny Shcherbakov

Valentin P. Gapontsev Evgeny Shcherbakov

Geschaftsfuhrer, CEO Managing Director

IPG Laser GmbH

IPG Photonics Corporation

/s/ Valentin P. Gapontsev

By: Valentin P. Gapontsev

Chief Executive Officer

EXHIBIT A

RELEASE AND WAIVER AGREEMENT

This Release and Waiver Agreement ("Agreement") is entered into this _____ day of ______________________, _____ by and between IPG Laser GmbH, a German company (the "Company") and [insert executive name] (hereinafter "Executive").

WHEREAS, Executive's service with the Company is terminated effective __________________, 20__ ("Termination Date") and the Company and Executive have voluntarily agreed to the terms of this Agreement in exchange for severance benefits under the Serviced Agreement between the parties effective [DATE] , 2008 ("Service Agreement"), to which Executive otherwise would not be entitled;

WHEREAS, accordingly the Company has determined that Executive will receive severance pay if Executive executes and complies with the terms of this Agreement; and

WHEREAS, Executive acknowledges that the consideration received by Executive under the terms of this Agreement and the Service Agreement for the release and waiver contained herein is in addition to any consideration the Company is otherwise required to provide Executive.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements set forth below, the parties hereby acknowledge and agree as follows:

1. Severance . In consideration for Executive's agreements contained herein and Executive's compliance with Executive's continuing obligations under the Service Agreement, including his obligations under Section 12, the Company will pay Executive the applicable severance provided in Section 10 [Note—actual agreement to specify the applicable subsections of Section 10(d)] of the Service Agreement. Except as specifically provided in this Agreement, the Service Agreement and any applicable plans, programs or arrangements of the Company including, without limitation, the Company’s certificate of incorporation or By-laws, the Company’s 2006 Incentive Compensation Plan and any agreements thereunder and the indemnification agreement dated ____ between the Company and Executive (the “Indemnification Agreement”), Executive shall not be entitled to any other payment, benefits or other consideration from the Company.

2. Waiver and Release . In consideration for the payments and benefits to be provided to Executive as set forth herein and the Service Agreement, Executive, himself and for any person or entity that may claim by him or through him, including Executive's heirs, executors, administrators and assigns, hereby knowingly, irrevocably, unconditionally and voluntarily waives, releases and forever discharges the Company and each of its individual or collective past, present and future parent, subsidiaries, divisions and affiliates, its and their joint ventures and its and their respective directors, officers, associates, employees, representatives, partners, consultants insurers, attorneys, administrators, accountants, executors, heirs, and agents, and each of its and their respective predecessors, successors and assigns and all persons acting by, through or in concert with any of them (hereinafter collectively referred to as "Releasees"), from any and all claims, causes of action or liabilities relating to Executive’s service to the Company or the termination thereof, known or unknown, suspected or unsuspected, arising from any omissions, acts or facts that have occurred up until and including the date the Executive executes this Agreement which have been or could be asserted against the Releasees, including but not limited to:

(a) causes of action or liabilities relating to Executive’s service to the Company or the termination thereof arising under Title VII of the Civil Rights Act, the Age Discrimination in Employment Act (the "ADEA"), the Employee Retirement Income Security Act, the Worker Adjustment and Retraining Notification Act, the American with Disabilities Act, the Equal Pay Act, the Family and Medical Leave Act, the Illinois Human Rights Act, and the Delaware General Companys Act as such Acts have been amended, and/or any other foreign, federal, state, municipal, or local employment discrimination statutes (including, but not limited to, claims based on age, sex, attainment of benefit plan rights, race, religion, national origin, marital status, sexual orientation, ancestry, harassment, parental status, handicap, disability, retaliation, and veteran status); and/or

(b) causes of action or liabilities related to Executive’s service with the Company or the termination thereof arising under any other federal, state, municipal, or local statute, law, ordinance or regulation; and/or

(c) causes of action or liabilities relating to rights to or claims for pension, profit-sharing, wages, bonuses or other compensation or benefits; and/or

(d) any other cause of action relating to Executive’s service to the Company or the termination thereof including, but not limited to, actions seeking severance pay, except as provided herein, actions based upon breach of contract, wrongful termination, defamation, intentional infliction of emotional distress, tort, personal injury, invasion of privacy, defamation, discrimination, retaliation, promissory estoppel, fraud, violation of public policy, negligence and/or any other common law, or other cause of action whatsoever arising out of or relating to service to and/or separation from service to the Company and/or any of the other Releasees.

Nothing herein shall limit or impede Executive's right to file or pursue an administrative charge with, or participate in, any investigation before the Equal Employment Opportunity Commission ("EEOC"), or any other local, state, federal or foreign agency, and/or any causes of action which by law Executive may not legally waive. Executive agrees, however, that if Executive or anyone acting on Executive's behalf, brings any action concerning or related to any cause of action or liability released in this Agreement, Executive waives any right to, and will not accept, any payments, monies, damages, or other relief, awarded in connection therewith.

Nothing herein shall constitute a waiver or release of any of Executive’s rights under this Agreement, any other applicable plans, programs or arrangements of the Company including, without limitation, the Company’s certificate of incorporation or By-laws, the Company’s 2006 Incentive Compensation Plan and any agreements thereunder, or under the Indemnification Agreement.

3. Nondisparagement . Executive agrees that he will not directly or indirectly, individually or in concert with others, engage in any conduct or make any statement (whether oral or written) calculated or likely to have the effect of undermining, disparaging or otherwise reflecting poorly upon the Company or its good will, products or business opportunities, or in any manner detrimental to the Company. In addition, Executive agrees not to make any disparaging remarks regarding any related, affiliated or subsidiary organizations of the Company. The Company agrees to use its reasonable best efforts to cause its officers and directors not to, directly or indirectly, individually or in concert with others, engage in any conduct or make any statement (whether oral or written) calculated or likely to have the effect of undermining, disparaging or otherwise reflecting poorly upon Executive or in any manner detrimental to Executive.

6. Representations of the Company . The Company represents that it is not presently aware of any cause of action that it or any of the other Releasees have against Executive as of the date hereof. The Company acknowledges that the release granted by the Executive in Paragraph 2 above will be null and void in the event the Company subsequently seeks to treat Executive’s termination of service as “for Cause” under the last sentence of Section 6(ii) of the Service Agreement.

7. Notice to Seek Counsel, Consideration Period, Revocation Period . Executive acknowledges that Executive has been advised in writing hereby to consult with an attorney before signing this document and that Executive has had at least twenty-one (21) days after receipt of this document to consider whether to accept or reject this Agreement. Executive understands that Executive may sign this Agreement prior to the end of such twenty-one (21) day period, but is not required to do so. Under ADEA, Executive has seven (7) days after Executive signs this Agreement to revoke it. Such revocation must be in writing and delivered either by hand or mailed and postmarked within the seven (7) day period. If sent by mail, it is requested that it be sent by certified mail, return receipt requested to IPG Photonics Corporation, attention: General Counsel Office at 50 Old Webster Road, Oxford, MA 01540. If Executive revokes this Agreement as provided herein, it shall be null and void and Executive shall not be entitled to receive the payments as described in the first sentence of Paragraph 1 herein. If Executive does not revoke this Agreement within seven (7) days of signing it, this Agreement shall become enforceable and effective on the seventh (7th) day after the Executive signs this Agreement ("Effective Date").

8. Governing Law; Disputes . Except as provided in Section 23 of the Service Agreement, or as provided below, jurisdiction and venue over disputes with regard to this Agreement shall be exclusively in the courts of the State of Massachusetts or the United States District Court for the District of Massachusetts. This Agreement shall be construed and interpreted in accordance with and governed by the laws of the Federal Republic of Germany, without regard to the choice of laws provisions of such laws. The parties agree that any action brought by a party to enforce or interpret this Agreement shall be brought in a State or Federal Court sitting in Boston, Massachusetts; except that an action by the Company to enforce its rights under Section 12 the Service Agreement may also be brought in Executive's state of residency or any other forum in which the Executive is subject to personal jurisdiction. In addition, Executive and the Company specifically consent to personal jurisdiction in the State of Massachusetts for purposes of this Agreement.

9. Amendment; Waiver . No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Executive and the Company. This Agreement shall be enforced in accordance with its terms and shall not be construed against either party.

12. No Enlargement of Employee Rights . Executive acknowledges that, except as expressly provided in this Agreement, any service or contractual relationship between him and the Company is terminated, and that he has no future service or contractual relationship with the Company other than the contractual relationship created by this Agreement, the Service Agreement, any other applicable plans, programs or arrangements of the Company including, without limitation, the Company’s certificate of incorporation or By-laws, the Company’s 2006 Incentive Compensation Plan and any agreements thereunder, and the Indemnification Agreement. The Company has no obligation, contractual or otherwise, to employ or reemploy, hire or rehire, or recall or reinstate Executive in the future with the Company.

13. No Representations . Executive represents that he has carefully read and understands the scope and effect of the provisions of this Agreement. Executive has not relied upon any representations or statements made by the Company that are not specifically set forth in this Agreement.

14. Counterparts . This Agreement may be executed in two counterparts, each of which shall be deemed to be an original but both of which together will constitute one and the same instrument.

15. Withholding . The Company shall withhold from any payments otherwise due or payable hereunder any amounts required to be withheld in order to comply with any federal, state, local or other income or other tax laws requiring withholding with respect to compensation and benefits provided to Executive pursuant to this Agreement.

17. Entire Agreement - Termination of Prior Agreements . This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any previous oral and written agreements or representations relating to the subject matters herein, except for the Service Agreement, any other applicable plans, programs or arrangements of the Company including, without limitation, the Company’s certificate of incorporation or By-laws, the Company’s 2006 Incentive Compensation Plan and any agreements thereunder, and the Indemnification Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date indicated above.

IPG Laser GmbH EXECUTIVE

By:___________________________________ ___________________________

Its:___________________________________

Exhibit 10.3

FORM OF

EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement"), executed on this 9th day of May 2008, by and between IPG Photonics Corporation, a Delaware corporation having an office at 50 Old Webster Road, Oxford, MA 01540 (the "Corporation"), and _________ ("Executive"). The Corporation and Executive are referred to jointly below as the "Parties."

WHEREAS , the Corporation and Executive previously entered into an employment agreement dated March 1, 2006 (the "Prior Agreement");

WHEREAS , the Corporation and Executive desire to amend and restate the Prior Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"); and

WHEREAS, the Corporation desires to continue to employ Executive and Executive desires to continue his employment with the Corporation on the terms and conditions set forth in this Agreement.

1. Employment . Executive will be employed by the Corporation in the position of ___________. Executive will report to ____________________. Executive's primary responsibility will be managing __________________. Executive will carry out such duties consistent with his position as shall be assigned from time to time by ___________, subject to applicable laws and ethical duties. During the Employment Period (as defined below), Executive shall devote Executive's reasonable best efforts, energies and abilities and Executive's full business time, skill and attention to the business and affairs of the Corporation, and shall act at all times according to the highest professional standards, for the purpose of advancing the business of the Corporation.

2. Term . Subject to the Termination provisions below, Executive's employment by the Corporation shall commence on the first day of the fiscal quarter including the date of execution of this Agreement (the "Effective Date") and shall terminate at 5:00pm E.S.T. on December 31, 2009 (the "Employment Period"); provided that, in the event of a "Change of Control" of the Corporation (as such term is defined in the Corporation's 2006 Incentive Compensation Plan in effect on the Effective Date (the "Equity Plan")), the Employment Period automatically will be extended until the second anniversary of the Change in Control.

3. Compensation .

(i) Salary . The Corporation shall pay to Executive an annual base salary ("Base Salary") of ______________________ (U.S. $______) effective as of the Effective Date. The Corporation will pay Executive's Base Salary in equal installments in accordance with the Corporation's standard payroll policies and schedule, subject to tax and elective withholding and deductions. Thereafter, the Board, or such committee of the Board as is responsible for setting the compensation of senior executive officers, shall review Executive's performance and Base Salary annually in January of each year, in light of competitive data, the Corporation's performance, and Executive's performance, and determine whether to increase Executive's Base Salary on a prospective basis. The first review shall be in January 2009. Such adjusted annual salary then shall become Executive's "Base Salary" for purposes of this Agreement.

4. Benefits .

6. Termination by the Corporation . The Corporation may terminate the Employment Period:

(i) without Cause (as defined below) by giving Executive sixty (60) days' prior written notice, or

(ii) for Cause (as defined below). "Cause" shall mean: (A) an act of fraud, embezzlement or theft by Executive in connection with Executive's duties or in the course of Executive's employment with the Corporation; (B) Executive's intentional wrongful damage to the property of the Corporation; (C) Executive's intentional breach of Section 12 hereof while Executive remains in the employ of the Corporation; (D) an act of Gross Misconduct (as defined below); or (E) a felony conviction or a conviction for a misdemeanor involving moral turpitude; and, in each case, the reasonable, good faith determination by the Board as hereafter provided that any such act shall have been materially harmful to the Corporation. For purposes of this Agreement, "Gross Misconduct" shall mean a willful or grossly negligent act or omission which has or will have a material and adverse impact on the business or reputation of the Corporation, or on the business of the Corporation's customers or suppliers as such relate to the Corporation. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for "Cause" hereunder unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the independent directors of the Board then in office at a meeting of the Board called and held for such purpose, finding that, Executive has committed an act set forth above in this Section 6. Nothing herein shall limit Executive's right or Executive's beneficiaries' right to contest the validity or propriety of any such determination. In addition, Executive's employment shall be deemed to have terminated for Cause if, based on facts and circumstances discovered after Executive's employment has terminated, the Board determines in reasonable good faith, within one year after Executive's employment terminated, and after appropriate investigation and an opportunity for Executive to be interviewed (with or without counsel as Executive may determine) by a subcommittee of the independent Board members or its representative, that Executive committed an act during the Employment Period that would have justified a termination for Cause.

(a) The material reduction of Executive's authorities, duties, or responsibilities with the Corporation;

(c) A relocation of the offices of Executive to a place greater than thirty-five (35) miles in distance from the current executive offices of the Corporation in Oxford, MA;

(d) A material reduction in the budget over which Executive retains authority; or

(e) Any action or inaction that constitutes a material breach by the Corporation of this Agreement.

9. Expiration of Agreement . The Employment Period shall terminate in accordance with Section 2 if not earlier terminated pursuant to Section 6, 7 or 8.

(i) Termination of Employment for Any Reason . In the event of a termination of the Employment Period for any reason, the Corporation shall pay or provide Executive (a) any unpaid Base Salary through the date of termination and (b) any benefits (including, without limitation, any unused vacation accrued in accordance with Section 4(iii)) accrued, earned or vested, and any unreimbursed expenses incurred, up to and including the effective date of such termination to which Executive may be entitled under the terms of any applicable arrangement, plan or program (collectively, the "Accrued Amounts").

(a) The Accrued Amounts, as soon as practicable following the date of termination;

(b) Any bonus that has been actually earned as of or prior to the termination date, but has not been paid, payable in a single lump sum as soon as practicable following the date of termination;

(d) Continuing payments of Base Salary, payable in accordance with regular payroll practices of the Corporation, for twelve months following the date of termination;

In the event that the Employment Period is terminated by the Corporation without Cause pursuant to Section 6(i) hereof or by Executive for Good Reason pursuant to Section 7 hereof and such termination occurs within twenty-four (24) months following a Change of Control (as defined in the Equity Plan), all stock options and any other equity compensation awards granted on or after this date hereof and held by Executive on the date of termination shall immediately vest and become non-forfeitable.

(a) The Accrued Amounts, as soon as reasonably practicable following the date of termination;

(b) Any bonus that has been actually earned as of or prior to the termination date, but has not been paid, payable in a single lump sum as soon as practicable following the date of termination; and

(a) The Accrued Amounts, as soon as reasonably practicable following the date of termination;

(b) Any bonus that has been actually earned as of or prior to the termination date, but has not been paid, payable in a single lump sum as soon as practicable following the date of termination;

(d) Continuing payments of Base Salary, payable in accordance with regular payroll practices of the Corporation, for twelve months following the date of termination.

12. Restrictive Covenants . In consideration of the benefits under this Agreement, Executive has executed and delivered a Confidentiality, Non-Competition and Confirmatory Assignment Agreement, dated the date of this Agreement (together with any similar or successor agreements, referred to herein as the "Restrictive Covenants"), and Executive agrees that, as part of this Agreement, Executive shall comply with the terms of the Restrictive Covenants. Notwithstanding Section 10(iii) of this Agreement, if (a) Executive terminates employment other than for Good Reason and, thus, is not entitled to the payments and benefits under Section 10(ii) of this Agreement, and (b) (i) Executive receives a written offer of employment during the Non-Competition Period set forth in Section 2(a) of the Restrictive Covenant, or (ii) Executive is not able to find suitable employment in his field in relation to his skills, position and base salary, which employment would not contravene Section 2(a) of the Restrictive Covenant, after a good faith effort by Executive to search for such employment, and (iii) the Company notifies Executive that it intends to enforce the non-compete provisions of such Section 2(a) against Executive, then the Company shall pay to Executive an amount equal to the semi-monthly amount of the Executive's Base Salary for each semi-monthly payroll period beginning (A) on the effective date of the written offer of employment referred to above or (B) during the period in which Executive is not able to find suitable employment, and ending on the earliest to occur of (I) the end of the Non-Competition Period set forth in such Section 2(a), or (II) the date as of which Executive begins new employment with an employer, which employment would not contravene Section 2(a) of the Restrictive Covenant. For the avoidance of doubt, the non-competition and other provisions of the Restrictive Covenants in all events shall continue to apply until the end of the Non-Competition Period set forth in Section 2(a) of the Restrictive Covenant, regardless of Executive's new employment with an employer that would not contravene Section 2(a) of the Restrictive Covenant, the subsequent termination of such employment or any other event.

IN WITNESS WHEREOF , this Employment Agreement has been duly executed:

IPG PHOTONICS CORPORATION

By: ________________________________ _________________________________

Its: Chief Executive Officer Executive

EXHIBIT A

RELEASE AND WAIVER AGREEMENT

WHEREAS, accordingly the Corporation has determined that Executive will receive severance pay if Executive executes and complies with the terms of this Agreement; and

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements set forth below, the parties hereby acknowledge and agree as follows:

(c) causes of action or liabilities relating to rights to or claims for pension, profit-sharing, wages, bonuses or other compensation or benefits; and/or

14. Counterparts . This Agreement may be executed in two counterparts, each of which shall be deemed to be an original but both of which together will constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date indicated above.

IPG PHOTONICS CORPORATION

By: ________________________________

Its: ____________________________

EXECUTIVE

________________________

Exhibit 10.4

IPG Photonics Corporation

50 Old Webster Road

Oxford, MA 01540

STATEMENT REGARDING CONFIDENTIALITY, NON-COMPETITION

AND CONFIRMATORY ASSIGNMENT AGREEMENT

Attached to this statement is your Confidentiality, Non-Competition and Confirmatory Assignment Agreement (the “Agreement”) with IPG Photonics Corporation, including its subsidiaries (the “Company”).

Please take the time to review the Agreement carefully. It contains material restrictions on your right to disclose or use, during or after your employment, certain information and technology learned or developed by you during your employment, as well as limits on your post-employment activities. The Company considers this Agreement to be very important to the protection of its business.

If you have any questions concerning the Agreement, you may wish to consult an attorney. Managers, legal counsel and others in the Company are not authorized to give you legal advice concerning the Agreement.

If you have read and understand the Agreement, and if you agree to its terms and conditions, please return a fully executed copy of it to the Company, retaining one copy for yourself.

Reviewed and Understood:

Date: _________________ __________________________

Employee Name

__________________________

Employee Signature

IPG Photonics Corporation

50 Old Webster Road

Oxford, MA 01540

CONFIDENTIALITY, NON-COMPETITION

AND CONFIRMATORY ASSIGNMENT AGREEMENT

WHEREAS, IPG Photonics Corporation, including its subsidiaries (the “Company”) is a developer and manufacturer of photonics-based components, equipment and systems; and

WHEREAS, the Company's business is conducted throughout the world and the reputation and goodwill of the Company are an integral part of its business success.

NOW, THEREFORE, in consideration and as a condition of any employment (or continued employment) by the Company, Employee intending to be legally bound agrees as follows:

Section 1 . Confidentiality . Employee represents, warrants and covenants that he or she has not revealed and will not at any time, whether during or after the termination of my employment, reveal to anyone outside the Company any of the trade secrets or confidential information of the Company, its customers or suppliers, or any information received in confidence from third parties by the Company. Confidential information of the Company is any information or material (a) generated or collected by or used in the operation of the Company that relates to the actual or anticipated business, marketing and sales, strategic planning, products, services, research and development, or production and/or manufacturing processes, of the Company or its customers or suppliers, including its and their organization, personnel, customers and finances; or (b) suggested by or resulting from any task assigned to Employee or work performed by Employee for or on behalf of the Company. Employee will deliver to the Company copies of all confidential information upon the earlier of (a) a request by the Company, or (b) termination of Employee's employment. Upon termination of Employee's employment, Employee will not retain any such materials or copies.

Confidential Information shall not include (i) any information that is in the public domain at time of disclosure or thereafter comes into the public domain (other than by breach of this Agreement by Employee); or (ii) any information which is disclosed to Employee in good faith by a third party unaffiliated with the Company with the legal right to make such disclosure; or (iii) any information which an Officer of the Company authorizes its unrestricted use in writing.

Further, Employee represents, warrants and covenants that during my employment he or she did not and will not take, use or permit to be used any notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials of any nature relating to any matter within the scope of the business of the Company or concerning any of its dealings or affairs otherwise than for the benefit of the Company. Employee further agrees that he or she has not used or permitted to be used and shall not, after the termination of my employment, use or permit to be used any such notes, memoranda, reports, lists, records, drawings, sketches, specifications, software programs, data, documentation or other materials, it being agreed that all of the foregoing shall be and remain the sole and exclusive property of the Company and that immediately upon the termination of Employee’s employment he or she shall deliver all of the foregoing, and all copies thereof, to the Company, at its main office.

Employee understands that the Company has received and will receive from third parties information that is confidential or proprietary (“Third-Party Information”) and that is subject to restrictions on the Company regarding its use and disclosure. Employee, both during and after termination of my employment will hold Third-Party Information in the strictest confidence and will not disclose or use Third-Party Information except as permitted by the agreement between the Company and the relevant third party, unless expressly authorized to act otherwise by the Company.

Employee agrees to report known or suspected unauthorized disclosures of confidential or proprietary information of the Company by any other person immediately to an Officer of the Company.

Employee hereby represents and warrants that from the time of my first contact or communication with the Company, Employee has held in strict confidence and in trust for the sole benefit of the Company all Confidential Information and have not disclosed any Confidential Information, directly or indirectly, to anyone outside the Company, or used, copied, published, or summarized any Confidential Information, except to the extent permitted by this Section 1. Except as disclosed on Schedule A to this Agreement, I do not know anything about the Company’s business or Confidential Information, other than information I have learned from the Company in the course of being hired or during my employment by the Company.

Section 2 . Non-Competition; Non-Solicitation . In view of the fact that any activity of the Employee in violation of the terms hereof would adversely affect the Company and its subsidiaries (as defined below), and to preserve the goodwill associated with the Company's business, the Employee hereby agrees to the following restrictions on my activities:

(a) Non-Competition . The Employee hereby agrees that for one (1) year after the date on which the Employee's employment with the Company and its subsidiaries terminates for any reason (the "Non-Competition Period"), Employee will not, without the express written consent of the Company, directly or indirectly, anywhere in the United States, Europe or Asia, engage in any activity which is, or participate or invest in, or provide or facilitate the provision of financing to, or assist (whether as owner, part-owner, shareholder, member, partner, director, officer, trustee, employee, agent or consultant, or in any other capacity) any business, organization or person other than the Company (or any subsidiary of the Company), whose business, activities, products or services are competitive with the products/technologies/services of the Company. The Employee hereby acknowledges that, because of the global-based nature of the Company's business, the geographic scope as set forth above is reasonable and fair. Notwithstanding anything herein to the contrary, the Employee may make passive investments in any enterprise the shares of which are publicly traded if such investment constitutes less than three percent of the equity of such enterprise.

(b) Non-Solicitation . The Employee hereby agrees that during the period commencing on the date hereof and ending on the date which is eighteen months after the date on which the Employee's employment with the Company and its subsidiaries terminates for any reason, he will not, without the express written consent of an Officer of the Company, (i) hire or engage or attempt to hire or engage for or on behalf of himself or herself or any such competitor any officer or employee of the Company or any of its subsidiaries, or any former employee of the Company and any of its subsidiaries who was employed during the one year period immediately preceding the date on which the Employee's employment or service relationship with the Company or any of its subsidiaries was terminated for any reason, (ii) encourage for or on behalf of himself or any such competitor any such officer or employee to terminate my relationship or employment with the Company or any of its subsidiaries, (iii) solicit for or on behalf of himself or any such competitor any current or prospective client or supplier of the Company or any of its subsidiaries with whom Employee had contact during employment by the Company or (iv) divert to any person (as hereinafter defined) any current or prospective client with whom Employee had contact during employment by the Company or business opportunity of the Company or any of any of its subsidiaries.

Neither the Employee nor any business entity controlled by the Employee is a party to any contract, commitment, arrangement or agreement which could, following the date hereof, restrain or restrict the Company or any subsidiary of the Company from carrying on its business or restrain or restrict the Employee from performing my employment obligations, and as of the date of this Agreement the Employee has no business interests whatsoever in or relating to the industries in which the Company and its subsidiaries currently engage other than Employee's interest in the Company and other than interests in public companies of less than three percent.

For purposes of this Agreement, (x) any reference to the "subsidiaries" of the Company shall be deemed to include all entities directly or indirectly controlled by it through an ownership of more than fifty percent (50%) of the voting interests, (y) the term "person" shall mean an individual, a corporation, an association, a partnership, a limited liability company, an estate, a trust, and any other entity or organization and (z) the term “Officer” shall only include individuals with the following job titles: a Vice President or Chief Executive Officer of IPG Photonics Corporation, and shall exclude the Employee if Employee is or becomes an Officer.

Section 3 . Scope of Agreement . The parties acknowledge that the time, scope, geographic area and other provisions of this Agreement have been specifically negotiated by sophisticated parties and agree that (a) all such provisions are reasonable and fair to the parties hereto under the circumstances of the transactions contemplated hereby, and (b) are given as an integral and essential part of the transactions contemplated hereby. The Employee has had the opportunity to independently consult with legal counsel of Employee’s choice concerning the reasonableness and fairness of the covenants contained herein, with specific regard to the business to be conducted by Company and its subsidiaries, and Employee agrees that the Agreement is intended to be, and shall be, fully enforceable and effective in accordance with its terms.

Section 4 . Assignment of Inventions; Work for Hire . Employee hereby confirms, acknowledges and agrees that all inventions, modifications, discoveries, designs, formulas , developments, improvements, processes, know-how, technology, ideas or intellectual property rights whatsoever (collectively, "Developments") that Employee (either alone or with others) has conceived, made or reduced to practice at any time or times while employed by the Company or any of its subsidiaries, are the sole and absolute property of the Company, its successors and assigns. Employee acknowledges that all Developments were made as a "work for hire" and all proprietary rights which the Employee may have acquired in such Developments were assigned to the Company. Employee hereby confirms, acknowledges and agrees that Employee has received mutually-agreed upon compensation from the Company in consideration for the Company’s ownership rights to the Developments set forth in this Section 4 and that such consideration is fair and reasonable and that no further consideration shall be owed to Employee.

Employee will make and maintain adequate and current records of and communicate to the Company (or any persons designated by it) promptly and fully each Development without publishing the same. Further, Employee will, both during and after the period of my employment by the Company, execute all appropriate documents and give the Company all assistance it reasonably requires to perfect, protect and use its rights to the Developments. In the event the Company is unable, after reasonable effort, to secure Employee’s signature on any letter patent, copyright or other analogous protection relating to a Development, Employee hereby irrevocably appoints the Company and its duly authorized officers and agents as Employee's agent and attorney-in-fact, to execute and file any such application or applications and to do all other lawfully permitted acts to further the prosecution, issuance, sale, transfer, license and assignment of letters patent, copyright or other protection with the same legal force and effect as if signed by Employee.

Employee has attached hereto, as Schedule A , a list describing all Inventions which were made by Employee prior to my employment by the Company (“Prior Inventions”), which belong to Employee and which relate in any way to the Company’s business, products, services, research or development, and which are not assigned to the Company. If no such list is attached or if the list is not completed, Employee represents that there are no such Prior Inventions. If in the course of employment by the Company, Employee incorporates into a Company product or process a Prior Invention, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product or process.

Section 5 . Use of Voice, Image and Likeness; Publication of Statements . Employee gives the Company permission to use Employee's voice, image or likeness, with or without using Employee's name, for the purposes of advertising and promoting the Company, except to the extent expressly prohibited by law. To ensure that the Company delivers a consistent message about its products, services and operations to the public, and further in recognition that even positive statements may have a detrimental effect on the Company in certain securities transactions and other contexts, Employee agrees that any statement about the Company which he or she creates, publishes or posts during Employee's period of employment and for months thereafter, on any media accessible by the public, including but not limited to electronic bulletin boards and Web-based chat rooms, shall first be reviewed and approved by an officer of the Company before it is released in the public domain.

Section 6 . Termination; At-Will Employment . Employee hereby acknowledges and agrees that all personal property, including, without limitation, all source code listings, notebooks, books, manuals, records, models, drawings, reports, notes, contracts, lists blueprints, and other documents or materials or copies thereof, all equipment furnished to or prepared by Employee in the course of or incident to my employment, and all Confidential Information belong to the Company and will be promptly returned to the Company upon termination of my employment with the Company. Following any termination of employment, Employee will not retain any written or tangible material containing any Confidential Information or information pertaining to any Development. Employee understands that Employee’s obligations contained herein will survive the termination of Employee’s employment and that Employee will continue to make all disclosures required of Employee under Section 4. In the event of the termination of employment, Employee agrees, if requested by the Company, to sign and deliver the Termination Certificate attached as Schedule B. Employee further agrees that after the termination of Employee’s employment with the Company, Employee will not enter into any agreement that conflicts with Employee’s obligations under this Agreement and Employee will inform any subsequent employers of my obligations under this Agreement. EMPLOYEE RECOGNIZES THAT NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO IMPLY THAT THE TERM OF MY EMPLOYMENT IS OF ANY DEFINITE DURATION. This Agreement should not be construed as a contract for continued employment. Unless otherwise agreed to in a writing signed by an Officer of the Company, Employee’s employment with the Company is at-will, and Employee or the Company can terminate Employee’s employment at any time, with or without cause or notice.

Section 7 . No Conflicting Agreements . Employee agrees not to disclose to the Company or its subsidiaries, or use in Employee’s work for the Company, any confidential information and/or trade secrets belonging to others, including without limitation, Employee’s prior employers, or any prior inventions made by Employee and which the Company or its subsidiaries is not otherwise legally entitled to learn of or use. Employee represents and warrants that (a) Employee returned all properly and confidential information belonging to all prior employers, if any and (b) performance of the terms of this Agreement will not breach any of Employee’s agreements to keep in confidence proprietary information acquired by Employee in confidence or in trust prior to employment by the Company. Employee certifies that Employee is not subject to any oral or written covenants and/or obligations that would prevent Employee from fully performing Employee’s duties for the Company or conflict with this Agreement. Employee also agrees that the Company may contact any employer or prospective employer of Employee to inform them of my obligations under this Agreement and that, for a period of five years after termination of employment with the Company for any reason, Employee shall affirmatively provide this Agreement to all subsequent employers.

Section 8 . Certain Remedies; Severability . It is specifically understood and agreed that any breach of the provisions of this agreement by the Employee will result in irreparable injury to the Company and its subsidiaries, that the remedy at law alone will be an inadequate remedy for such breach and that, in addition to any other remedy it may have, the Company its subsidiaries shall be entitled to enforce the specific performance of this agreement by the Employee through both temporary and permanent injunctive relief without the necessity of proving actual damages, but without limitation of their right to damages and any and all other remedies available to them, it being understood that injunctive relief is in addition to, and not in lieu of, such other remedies.

In the event that any covenant contained in this Agreement shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. The existence of any claim or cause of action which the Employee may have against the Company or any of its subsidiaries shall not constitute a defense or bar to the enforcement of any of the provisions of this Agreement. Employee agrees that Employee will not assert, and it should not be considered, that any provision contained in this Agreement prevents him or her from earning a living or is otherwise void, voidable, or unenforceable or should be voided or held to be unenforceable.

Section 9 . Jurisdiction . The parties hereby consent to the jurisdiction of the Superior Court of the Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts. Accordingly, with respect to any such court action, Employee (a) submits to the personal jurisdiction of such courts; (b) consents to service of process; and (c) waives any other requirement or objection (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction, service of process or venue. In the event that the courts of any state shall hold such covenants unenforceable (in whole or in part) by reason of the breadth of such scope or otherwise, it is the intention of the parties hereto that such determination shall not bar or in any way affect the right of the Company to the relief provided for herein in the courts of any other state within the geographic scope of such covenants, as to breaches of such covenants in such other respective states, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.

Section 10 . Notices . Any notice or demand which is required or provided to be given under this Agreement shall be deemed to have been sufficiently given and received for all purposes when delivered by hand, telecopy, telex or other method of facsimile, or five days after being sent by certified or registered mail, postage and charges prepaid, return receipt requested, or two days after being sent by overnight delivery providing receipt of delivery, to the following addresses: if to the Company, 50 Old Webster Road, Oxford, MA 01540, Facsimile: 508-373-1134, Attn: General Counsel, or at any other address designated by the Company to the Employee in writing; and if to the Employee, to the home address of Employee as designated in the current personnel files maintained by the Company, or at any other address designated by the Employee to the Company in writing.

Section 11 . Miscellaneous. This Agreement shall be governed by and construed under the laws of The Commonwealth of Massachusetts (without regard to its conflict of laws principles) and shall not be modified or discharged in whole or in part except by an agreement in writing signed by the Company and the Employee. The failure of any of the parties to require the performance of a term or obligation or to exercise any right under this Agreement or the waiver of any breach hereunder shall not prevent subsequent enforcement of such term or obligation or exercise of such right or the enforcement at any time of any other right hereunder or be deemed a waiver of any subsequent breach of the provision so breached, or of any other breach hereunder. Employee's obligations under this Agreement shall survive the termination of Employee's employment regardless of the manner of such termination and shall be binding upon Employee's heirs, executors, administrators and legal representatives. The Company shall have the right to assign this Agreement without the Employee’s prior notice or approval to its affiliates, successors and assigns but this Agreement may not be assigned by the Employee. This Agreement supersedes all prior understandings and agreements between the parties relating to the subject matter hereof.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY NOTED ON SCHEDULE A TO THIS AGREEMENT ANY CONFIDENTIAL INFORMATION, IDEAS, PROCESSES, INVENTIONS, TECHNOLOGY, WRITINGS, PROGRAMS, DESIGNS, FORMULAS, DISCOVERIES, PATENTS, COPYRIGHTS, OR TRADEMARKS, OR IMPROVEMENTS, RIGHTS, OR CLAIMS RELATING TO THE FOREGOING, THAT I DESIRE TO EXCLUDE FROM THIS AGREEMENT.

Date: __________ _______ __________________________

Employee Name

__________________________

Employee Signature

IPG Photonics Corporation

50 Old Webster Road

Oxford, MA 01540

SCHEDULE A

EMPLOYEE’S DISCLOSURE

CONFIDENTIALITY, NON-COMPETITION

AND CONFIRMATORY ASSIGNMENT AGREEMENT

1.	Confidential Information . Except as set forth below, I acknowledge that at this time I know nothing about the business or Confidential Information of the Company, other than information I have learned from the Company in the course of being hired:

Prior Inventions . Except as set forth below, there are no ideas, processes, inventions, technology, writings, programs, designs, formulas, discoveries, patents, copyrights, or trademarks, or any claims, rights, or improvements to the foregoing, that I wish to exclude from the operation of this Agreement:

Date: _____________________ __________________________

Employee Name

__________________________

Employee Signature

IPG Photonics Corporation

50 Old Webster Road

Oxford, MA 01540

SCHEDULE B

TERMINATION CERTIFICATE CONCERNING

IPG PHOTONICS CORPORATION

CONFIDENTIAL INFORMATION AND DEVELOPMENTS

This is to certify that I have returned all personal property of IPG Photonics Corporation, including its subsidiaries (the “Company”), including, without limitation, all source code listings, books, manuals, records, models, drawings, reports, notes, contracts, lists, blueprints, and other documents and materials, Confidential Information, and equipment furnished to or prepared by me in the course of or incident to my employment with the Company, and that I did not make or distribute any copies of the foregoing.

I further certify that I have reviewed the Confidentiality, Non-Competition and Confirmatory Assignment Agreement signed by me (the “Agreement”) and that I have complied with and will continue to comply with all of its terms, including, without limitation, (i) the reporting of any idea, process, invention, technology, writing, program, design, formula, discovery, patent, copyright, or trademark, or any improvement, rights, or claims related to the foregoing, conceived or developed by me and covered by the Agreement and (ii) the preservation as confidential of all Confidential Information pertaining to the Company. This certificate in no way limits my responsibilities or the Company’s rights under the Agreement.

On termination of my employment with the Company, I will be employed by _______________________ in the ___________________________division and I will be working in connection with the following projects:

Generally Describe the Projects:

__________________________________________________________________________________________________________________________________________

Date: __________ _______ __________________________

Employee Name

__________________________

Employee Signature

Exhibit 10.5

Amendment to 2000 Incentive Compensation Plan

Section 4.2 of the 2000 Incentive Compensation Plan was amended effective January 1, 2008 by replacing Section 4.2 of such Plan in its entirety with the following new Section 4.2:

" 4.2 Award Agreement. Each Award granted under the Plan shall be evidenced by an Award Agreement; provided, however, that in the event of any conflict between a provision of the Plan and any provision of an Award Agreement, the provision of the Plan shall prevail."

Exhibit 10.6

Amendment to 2006 Incentive Compensation Plan

Section 4.2 of the 2006 Incentive Compensation Plan was amended effective January 1, 2008 by replacing Section 4.2 of such Plan in its entirety with the following new Section 4.2:

Exhibit 10.7

Amendment to Non-Employee Director Stock Plan

Section 4.2 of the Non-Employee Directors Stock Plan was amended effective January 1, 2008 by replacing Section 4.2 of such Plan in its entirety with the following new Section 4.2:

Exhibit 10.8

IPG PHOTONICS CORPORATION

2008 EMPLOYEE STOCK PURCHASE PLAN

Article I

Introduction

1.01 Purpose . The purpose of the IPG Photonics Corporation 2008 Employee Stock Purchase Plan (the "Plan") is to provide employees of IPG Photonics Corporation (the "Company") with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions.

1.02 Operation . It is the intention of the Company to have the Plan qualify as an "employee stock purchase plan" under Code Section 423. Accordingly, the provisions of the Plan will be construed so as to extend and limit Plan participation in a manner consistent with the requirements of Code Section 423.

Article II

Definitions

2.01 " Administrator " means the Compensation Committee of the Board or any committee designated by the Board to administer the Plan pursuant to Article VII.

2.02 " Board " means the Board of Directors of the Company.

2.03 " Change in Control " means the occurrence of any of the following events:

(a) Any "person" (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), including a "group" (as defined in Section 13(d)(3) of the Exchange Act), other than (i) the Company, (ii) any wholly-owned subsidiary of the Company, or (iii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company having fifty percent (50%) or more of the combined voting power of the then-outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business) (the "Company Voting Securities"); provided, however, that the event described in this paragraph (a) shall not be deemed to be a Change in Control by virtue of any underwriter temporarily holding securities pursuant to an offering of such securities;

(b) During any period of two consecutive years, individuals who at the beginning of any such period constitute the Board (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board, unless the election, or the nomination for election by the stockholders of the Company, of each new director of the Company during such period was approved by a vote of at least two-thirds of the Incumbent Directors then still in office;

(c) As the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of all or substantially all of the assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then-outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the directors of the Company or such other corporation or entity after such transaction is held in the aggregate by the holders of the securities of the Company entitled to vote generally in the election of directors of the Company immediately prior to such transaction; or

(d) The stockholders of the Company approve a plan of complete liquidation of the Company.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person acquires beneficial ownership of more than fifty percent (50%) of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company that reduces the number of Company Voting Securities outstanding; provided, however, that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control transaction may occur.

2.04 " Code " means the Internal Revenue Code of 1986, as amended.

2.05 " Common Stock " means the common stock of the Company.

2.06 " Company " means IPG Photonics Corporation, a Delaware Corporation.

2.07 " Compensation " means (i) the base salary and wages paid in cash to a Participant by the Participating Company, plus (ii) any pre-tax contributions made by the Participant under Code Section 401(k) or 125. "Compensation" shall exclude variable compensation (including bonuses, incentive compensation, commissions, overtime pay and shift premiums), all non-cash items, moving or relocation allowances, cost-of-living equalization payments, car allowances, tuition reimbursements, imputed income attributable to cars or life insurance, severance pay, fringe benefits, contributions or benefits received under employee benefit plans, income attributable to the exercise of stock options, and similar items.

2.08 " Employee " means any individual who is a common law employee of a Participating Company for tax purposes whose customary employment with the Participating Company is at least twenty (20) hours per week and more than five (5) months in any calendar year.

2.09 " Enrollment Date " means the first Trading Date of each Offering Period.

2.10 " Exchange Act " means the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.

2.11 " Exercise Date " means the last Trading Date of each Offering Period.

2.12 " Fair Market Value " means, as of any date, the value of a share of Common Stock determined as follows:

(a) If the Common Stock is listed on any established stock exchange or a national market system, its Fair Market Value will be the closing sales price for the Common Stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(b) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value will be the mean of the closing bid and asked prices for the Common Stock on the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(c) In the absence of an established market for the Common Stock, its Fair Market Value will be determined in good faith by the Administrator.

2.13 “ Fiscal Year ” means the 12-consecutive month period coinciding with the calendar year, which is the Company's fiscal year.

2.14 " Offering Period " means a period with respect to which the right to purchase Common Stock may be granted under the Plan, as determined pursuant to Section 3.03.

2.15 " Parent " means a "parent corporation" whether now or hereafter existing, as defined in Code Section 424(e).

2.16 " Participant " means an Employee who elects to participate in the Plan, as provided in Section 3.04.

2.17 " Participating Company " means the Company and each Related Company that has been designated by the Administrator from time to time in its sole discretion as eligible to participate in the Plan.

2.18 " Plan " means the IPG Photonics Corporation 2008 Employee Stock Purchase Plan, as it may be amended from time to time.

2.19 " Purchase Price " means the price at which Participants may purchase Common Stock under the Plan, as determined pursuant to Section 5.02.

2.20 " Related Company " means any Parent or Subsidiary of the Company.

2.21 " Subsidiary " means a corporation, domestic or foreign, of which not less than fifty percent (50%) of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.

2.22 " Trading Day " means a day on which the U.S. national stock exchanges and the Nasdaq System are open for trading.

Article III

Eligibility and Participation

3.01 Eligibility . Each Employee who has completed six (6) or more months of continuous service with a Participating Company on an Enrollment Date of an Offering Period shall be eligible to participate in such Offering Period, subject to the requirements of Section 3.04.

3.02 Limitations . Notwithstanding any provisions of the Plan to the contrary, no Employee will be granted an option to purchase shares of Company Stock under the Plan (a) to the extent that, immediately after the grant, such Employee would own capital stock of the Company or any Related Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Related Company (for purposes of this subsection, the rules of Code Section 424(d) shall apply in determining stock ownership of any Employee), or (b) to the extent that such Employee's rights to purchase stock under all employee stock purchase plans (as defined in Code Section 423) of the Company or any Related Company accrues at a rate which exceeds $25,000 of Fair Market Value of the stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time.

3.03 Offering Periods . The Offering Periods shall consist of six (6) month periods commencing on the first Trading Day on or after January 1 and July 1 of each year; provided, however, that the first Offering Period under the Plan shall commence and end on the Trading Days selected by the Administrator consistent with Code Section 423. The Administrator will have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without stockholder approval if such change is announced prior to the scheduled beginning of the first Offering Period to be affected thereafter.

3.04 Participation . An Employee may become a Participant in the Plan by (i) submitting to the Administrator (or its designee), on or before a dated prescribed by the Administrator prior to an applicable Enrollment Date, a properly completed authorization for payroll deductions in the form provided by the Administrator for such purposes or (ii) following an electronic or other enrollment procedure prescribed by the Administrator.

Article IV

Payroll Deductions

4.01 Amount of Deduction . At the time a Participant enrolls in the Plan pursuant to Section 3.04, he or she will elect payroll deductions of any whole percentage not exceeding ten percent (10%) of such Participant's Compensation for each pay period during an Offering Period. Payroll deductions authorized by a Participant will commence on the first payday following the Enrollment Date. A Participant's election shall remain in effect for successive Offering Periods unless modified or suspended by the Participant in accordance with procedures established by the Administrator or terminated as provided in Section 4.07.

4.02 Participant's Account . All payroll deductions made for a Participant will be credited to an account established for such Participant under the Plan. Except as expressly provided herein, a Participant may not make any additional payments into such account.

4.03 Changes in Payroll Deductions . Once enrolled for an Offering Period, a Participant may not change his or her payroll deduction election for that Offering Period.

4.04 Administrator's Power to Suspend Deductions . Notwithstanding the foregoing, to the extent necessary to comply with Code Section 423(b)(8) and Section 3.02, a Participant's payroll deductions may be decreased at any time during an Offering Period. Subject to Code Section 423(b)(8) and Section 3.02 hereof, payroll deductions will recommence at the rate elected by the Participant immediately prior to the suspension, effective as of the Enrollment Date of the first Offering Period in which the Participant's payroll deductions will comply with Code Section 423(b)(8) and Section 3.02, unless terminated as provided in Section 4.07.

4.05 Interest . No interest will accrue on the payroll deductions of a Participant in the Plan.

4.06 Withdrawal . No Participant in the Plan shall be entitled to withdraw any amount from the accumulated payroll deductions in his or her account; provided, however, that a Participant's accumulated payroll deductions shall be refunded to the Participant as and to the extent specified in Section 4.07 below.

4.07 Termination of Employment . Notwithstanding anything in the Plan to the contrary, upon termination of a Participant's employment with the Participating Companies for any reason, the Participant's participation in the Plan shall terminated and the payroll deductions credited to the Participant's account during the Offering Period but not yet used to purchase shares of Common Stock under the Plan will be returned to the Participant or, in the case of the Participant's death, to the Participant's designated beneficiary.

Article V

Option Grants and Exercise

5.01 Grant of Option . On an Enrollment Date of each Offering Period, each Participant shall be deemed to have been granted an option to purchase on the Exercise Date of the Offering Period a number of shares of Common Stock determined by dividing the Participant's accumulated payroll deductions as of the Exercise Date by the Purchase Price.

5.02 Purchase Price . The applicable Purchase Price shall be an amount equal to the lower of (a) eighty-five percent (85%) of the Fair Market Value of a share of Common Stock on the Enrollment Date or (b) eighty-five percent (85%) of the Fair Market Value of a share of Common Stock on the Exercise Date; provided, however, that the Purchase Price may be adjusted by the Administrator pursuant to Article VIII.

5.03 Limitation . Except as otherwise provided by the Administrator, the maximum number of shares of Common Stock that a Participant may purchase with respect to any Offering Period is the number of shares determined by dividing $12,500 by the Fair Market Value of a share of Common Stock on the Enrollment Date.

5.04 Option Exercise . Except as provided in Section 4.07, a Participant's option for the purchase of shares of Common Stock will be exercised automatically on the Exercise Date, and the maximum number of full shares subject to an option will be purchased for such Participant at the applicable Purchase Price with the accumulated payroll deductions in the Participant's account. During a Participant's lifetime, the Participant's option to purchase shares hereunder is exercisable only by him or her.

5.05 Fractional Shares . No fractional shares of Common Stock will be purchased; any payroll deductions accumulated in a Participant's account that are not sufficient to purchase a full share of Common Stock will be retained in the Participant's account for the subsequent Offering Period.

5.06 Purchase Reductions . Notwithstanding anything herein to the contrary, the Administrator shall have the discretion to reduce the number of shares of Common Stock to be purchased by Participants with respect to an Offering Period and to allocate such reduced number of shares among Participants in such Offering Period, so long as such reduction and allocation is done in a manner consistent with Code Section 423. Any payroll deductions not applied to the purchase of shares of Common Stock shall be promptly refunded to Participants after the Exercise Date of the Offering Period to which such reduction applies.

5.07 Delivery . After each Exercise Date on which a purchase of shares of Common Stock occurs, shares purchased upon exercise of the Participant's option shall be held in such Participant's account. As soon as administratively practicable after the Participant's request, the Company will distribute to such Participant, as appropriate, the shares in each Participant's account in a form determined by the Administrator (in its sole discretion) and pursuant to rules established by the Administrator. No Participant will have any voting, dividend, or other stockholder rights with respect to shares of Common Stock subject to any option granted under the Plan until such shares have been purchased and delivered to the Participant's account.

5.08 Interest . No interest will be paid or allowed on any money paid into the Plan or credited to the account of distributed to any Participant.

Article VI

Common Stock

6.01 Available Shares . Subject to Section 9.05, the maximum number of shares of Common Stock that will be made available for sale under the Plan will be 400,000 shares of Common Stock, plus an annual increase, if any, to be added on the first day of each Fiscal Year so that the total number of shares of Common Stock available shall equal to the greater of (i) the number of shares of Common Stock available under the Plan as of the last day of the immediately preceding Fiscal Year and (ii) the lesser of (A) 400,000 shares of Common Stock and (B) seventy-five hundredths of one percent (0.75%) of the outstanding shares of Common Stock on the last day of the immediately preceding Fiscal Year.

6.02 Registration . Shares of Common Stock purchased by a Participant under the Plan will be registered in the name of the Participant or, to the extent required or if the Participant so directs by written notice to the Administrator prior to the Exercise Date, in the name of the Participant and his or her spouse.

Article VII

Administration

7.01 Administration . The Administrator shall administer the Plan. The Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility, to adjudicate all disputed claims filed under the Plan and to establish such procedures that it deems necessary for administration of the Plan (including, without limitation, to adopt such rules, procedures and sub-plans as are necessary or appropriate to permit the participation in the Plan by Employees who are foreign nationals or employed outside of the United States). Every finding, decision and determination made by the Administrator shall, to the fullest extent permitted by law, be final and binding upon all parties.

7.02 Delegation . The Administrator, in its sole discretion and on such terms and conditions as it may provide, may delegate to one or more individuals all or any part of its authority and powers under the Plan.

7.03 Rules Governing the Administration of the Committee . The Board may from time to time appoint members of a committee to serve as the Administrator of the Plan. Such committee may select one of its members as its chairperson, shall hold meetings at such times and places as it shall deem advisable, and may hold telephonic meetings. All determinations of the committee shall be made by a majority of its members. A decision or determination reduced to writing and signed by a majority of the members of the committee shall be fully effective as if it had been made by a majority vote at a meeting duly called and held. The committee may appoint a secretary and shall make such rules and regulations for the conduct of its business as it shall deem advisable.

Article VIII

Amendment and Termination

8.01 Amendment or Termination . The Board may at any time and for any reason suspend, terminate or amend the Plan; provided, however, that the Board shall not, without the approval of the stockholders of the Company, alter (a) the aggregate number of shares of Common Stock that may be issued under the Plan (except pursuant to Section 9.05), or (b) the class of Employees eligible to receive options under the Plan, other than to designate Participating Companies; and provided, further, that, subject to Section 8.02, no termination, modification, or amendment of the Plan may, without the consent of an Employee then having an option under the Plan to purchase shares of Common Stock, adversely affect the rights of such Employee under such option. In addition, and notwithstanding anything contained herein to the contrary, to the extent necessary under Code Section 423 (or any successor rule or provision or any applicable law or regulation), the Company shall obtain stockholder approval in such a manner and to such a degree as required.

8.02 Administrator Authority . Without stockholder consent, the Administrator shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company's processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant's Compensation, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable that are consistent with the Plan, in each case so long as any such action is consistent with Code Section 423. None of the foregoing actions shall be considered to have adversely affected any right of any Participant.

8.03 Accounting Treatment . In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and to the extent necessary or desirable, modify, amend or terminate the Plan to reduce or eliminate such accounting consequence including, but not limited to:

(a) altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price;

(b) shortening any Offering Period so that the Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of such action;

(d) reducing the maximum number of Shares a Participants may purchase during any Offering Period; and

(e) allocating shares of Common Stock to Participant's pursuant to Section 5.06.

None of the foregoing actions shall require stockholder approval or shall be considered to have adversely affected any right of any Participant.

Article IX

Miscellaneous

9.01 Transferability . Neither payroll deductions credited to a Participant's account nor any option or other rights with regard to the exercise of an option to receive shares of Common Stock under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way by the Participant other than by will, the laws of descent and distribution, or as provided in Section 9.04.

9.02 Use of Funds . The Company may use all payroll deductions received or held by the Company under the Plan for any corporate purpose, and the Company will not be obligated to segregate such payroll deductions. Until shares of Common Stock are issued under the Plan (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), a Participant will only have the rights of an unsecured creditor with respect to such shares.

9.03 Reports . Individual accounts will be maintained for each Participant. Statements of account will be given to Participants at least annually, which statements will set forth the amounts of payroll deductions, the Purchase Price, the number of shares of Common Stock purchased and the remaining cash balance, if any.

9.04 Designation of Beneficiary .

(a) A Participant may designate a beneficiary who is to receive any shares of Common Stock and cash, if any, from the Participant's account under the Plan in the event of such Participant's death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such Participant of such shares and cash. In addition, a Participant may designate a beneficiary who is to receive any cash from the Participant's account under the Plan in the event of such Participant's death prior to exercise of the option. If a Participant is married and the designated beneficiary is not the spouse, spousal consent will be required for such designation to be effective.

(b) The Participant may change such designation of beneficiary at any time by written notice. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant's death, the Company will deliver such shares and/or cash to the Participant's estate.

(c) All beneficiary designations under this Section 9.04 will be made in such form and manner as the Administrator may prescribe from time to time.

9.05 Adjustment upon Changes in Capitalization; Change in Control .

(a) Adjustments . In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, or other change in the corporate structure of the Company affecting the Company Stock such that adjustment is appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, the Administrator shall adjust the shares of Common Stock to preserve the benefits or potential benefits under the Plan. Action by the Administrator may include adjustment of: (i) the number and class of Common Stock that may be delivered under the Plan, (ii) the Purchase Price per share, (iii) the number of shares of Common Stock covered by each option under the Plan that has not yet been exercised, and (iv) the numerical limits of Section 6.01.

(b) Change in Control . In the event of a Change in Control, any Offering Period then in progress will be shortened by setting a new Exercise Date (the "New Exercise Date") on the date of the Change in Control and will terminate on such date, unless provided otherwise by the Administrator. The Administrator will notify each Participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the Participant's option has been changed to the New Exercise Date and that the Participant's option will be exercised automatically on the New Exercise Date.

9.06 Notices . All notices or other communications by a Participant to the Company or the Administrator under or in connection with the Plan will be deemed to have been duly given when received in the form and manner specified by the Company or Administrator at the location, or by the person, designated by the Company or Administrator for the receipt thereof.

9.07 Conditions Upon Issuance of Shares .

(a) Shares of Common Stock will not be issued with respect to an option under the Plan unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, including the rules and regulations promulgated thereunder, the Exchange Act, and the requirements of any stock exchange upon which the shares may then be listed, and will further be subject to the approval of counsel for the Company with respect to such compliance. If, on the Exercise Date of any Offering Period, as delayed to the maximum extent permissible, the shares of Common Stock have not yet been issued, all payroll deductions accumulated during the Offering Period (reduced to the extent, if any, such deductions have been used to acquire shares of Common Stock) shall be distributed to Participants, without interest.

(b) As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.

9.08 Covenants of the Company . The Company shall seek to obtain from each federal, state, foreign or other regulatory commission or agency having jurisdiction over the Plan such authority as may be required to issue and sell shares of Common stock upon exercise. If, after commercially reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell shares of Common Stock upon exercise unless and until such authority is obtained.

9.09 Effective Date . The Plan shall become effective as of its adoption of by the Board, subject to approval by the holders of a majority of the shares of Common Stock, and shall continue in effect until the earliest the date that (a) the shares of Common Stock reserved for issuance have been depleted, (b) the Plan is terminated under Article VIII, and (c) is the tenth anniversary of the Effective Date.

9.10 No Employment Rights . The Plan does not, directly or indirectly, create in any person any right with respect to employment or continuation of employment by the Company or any Related Company, and it shall not be deemed to interfere in any way with the Company's or any Related Company's right to terminate, or otherwise modify, any Employee's employment at any time.

9.11 Governing Law . The law of the State of Delaware will govern all matters relating to this Plan except to the extent superseded by the federal laws of the United States.