-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LeaCmeGPCVQvKkLwejVpb2hnc7BOBlwSFqdEqL+Id207o1urTfVlZYt4Q472q0x+ 2wvjR6ewPLk1MDAvvlVogA== 0000894579-99-000183.txt : 19991018 0000894579-99-000183.hdr.sgml : 19991018 ACCESSION NUMBER: 0000894579-99-000183 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19991006 GROUP MEMBERS: ANDLINGER CAPITAL XIII LLC GROUP MEMBERS: CHARLES E. BALL GROUP MEMBERS: GERHARD R. ANDLINGER GROUP MEMBERS: JOHN P. KEHOE GROUP MEMBERS: STEPHEN A. MAGIDA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GALILEO CORP CENTRAL INDEX KEY: 0000711425 STANDARD INDUSTRIAL CLASSIFICATION: OPTICAL INSTRUMENTS & LENSES [3827] IRS NUMBER: 042526583 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-34610 FILM NUMBER: 99724018 BUSINESS ADDRESS: STREET 1: PO BOX 550 STREET 2: GALILEO PARK CITY: STURBRIDGE STATE: MA ZIP: 01566 BUSINESS PHONE: 5083479191 MAIL ADDRESS: STREET 1: GALILEO PARK STREET 2: PO BOX 550 CITY: STURBRIDGE STATE: MA ZIP: 01566 FORMER COMPANY: FORMER CONFORMED NAME: GALILEO ELECTRO OPTICS CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANDLINGER CAPITAL XIII LLC CENTRAL INDEX KEY: 0001076089 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 105 HARBOR DRIVE, SUITE 125 CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2033486690 SC 13D/A 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Galileo Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 363544107 --------- (CUSIP Number) Andlinger Capital XIII LLC 105 Harbor Drive Stamford, CT 06902 Attention: Stephen A. Magida (203) 348-6690 with a copy to: Paul Gluck, Esq. Dechert Price & Rhoads 30 Rockefeller Plaza New York, New York 10112 (212) 698-3552 ---------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 31, 1999 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gerhard R. Andlinger - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OR ORGANIZATION United States - -------------------------------------------------------------------------------- Number of Shares 7) SOLE VOTING POWER Beneficially owned by each reporting person 171,465 with -------------------------------------------------------- 8) SHARED VOTING POWER 4,100,000 shares -------------------------------------------------------- 9) SOLE DISPOSITIVE POWER 171,465 -------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 4,100,000 shares - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,271,465 shares - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.8% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Andlinger Capital XIII LLC - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OR ORGANIZATION Connecticut - -------------------------------------------------------------------------------- Number of Shares 7) SOLE VOTING POWER Beneficially owned by each reporting person 0 with -------------------------------------------------------- 8) SHARED VOTING POWER 4,000,000 shares -------------------------------------------------------- 9) SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 4,000,000 shares - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,000,000 shares - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.7% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* 00 - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephen A. Magida - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OR ORGANIZATION United States - -------------------------------------------------------------------------------- Number of Shares 7) SOLE VOTING POWER Beneficially owned by each reporting person 28,000 with -------------------------------------------------------- 8) SHARED VOTING POWER 4,000,000 shares -------------------------------------------------------- 9) SOLE DISPOSITIVE POWER 28,000 -------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 4,000,000 shares - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,028,000 shares - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 32.9% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles E. Ball - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OR ORGANIZATION United States - -------------------------------------------------------------------------------- Number of Shares 7) SOLE VOTING POWER Beneficially owned by each reporting person 0 with -------------------------------------------------------- 8) SHARED VOTING POWER See item 5 -------------------------------------------------------- 9) SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10) SHARED DISPOSITIVE POWER See item 5 - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See item 5 - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See item 5 - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON John P. Kehoe - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - ------------------------------------------------------------------------------- 4) SOURCE OF FUNDS* 00 - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OR ORGANIZATION United States - -------------------------------------------------------------------------------- Number of Shares 7) SOLE VOTING POWER Beneficially owned by each reporting person 0 with -------------------------------------------------------- 8) SHARED VOTING POWER See item 5 -------------------------------------------------------- 9) SOLE DISPOSITIVE POWER 0 -------------------------------------------------------- 10) SHARED DISPOSITIVE POWER See item 5 - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See item 5 - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See item 5 - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 This Amendment No. 1 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on December 31, 1998 (the "Original 13D") on behalf of Andlinger Capital XIII LLC ("Andlinger Capital"), Gerhard R. Andlinger, Stephen A. Magida, Charles E. Ball and John P. Kehoe. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in the Original 13D. Item 3. Source and Amount of Funds or other Consideration Since the Original 13D, Gerhard R. Andlinger used personal funds to make open market purchases of an aggregate of 171,465 shares of Common Stock on the dates and at the respective price per share set forth on Exhibit VIII to this Amendment. Further, on or about August 31, 1999, the Issuer and ANC Management Corp. ("ANC"), entered into a Non-Qualified Stock Option Agreement (the "Option Agreement") providing ANC the right under certain conditions to purchase up to 100,000 shares of Common Stock, at an exercise price of $11.4375 per share (the "Options"). Mr. Andlinger may be deemed a controlling person of ANC. In addition, Mr. Magida, as trustee under certain trusts for the benefit of members of Mr. Andlinger's family, used funds of each of the respective trusts or loans from Mr. Andlinger to such trusts to make open market purchases of an aggregate of 17,000 shares of Common Stock on the dates and at the respective price per share set forth on Exhibit IX to this Amendment. Further, on or about September 20, 1999, Andlinger Capital used funds advanced by Mr. Andlinger to exercise Warrants to purchase 1,000,000 shares of Common Stock at an exercise price of $1.50 per share (the "Warrant Exercise"). ITEM 4. PURPOSE OF TRANSACTION At this time, the Reporting Persons have no present intention of acquiring additional shares of the Issuer, although each Reporting Person reserves the right to make additional purchases from time to time. Any decision to make such additional purchase will depend, however, on various factors, including, without limitation, the price of the common stock, stock market conditions and the business prospects of the Issuer. The Reporting Persons, individually or as a group, have no present intention or arrangements or understandings to effect any of the transactions listed in Item 4(a)-(j) of Schedule 13D. Certain of the Reporting Persons are directors and/or officers of the Issuer, and may in the exercise of their duties as officers and/or directors of the Issuer, from time to time, consider one or more of such transactions. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Based on the Issuer's Quarterly Report filed on Form 10-Q for the period ended June 30, 1999, there are issued and outstanding 10,210,034 shares of Common Stock (not including the 1,000,000 shares of Common Stock issued or issuable as a result of the Warrant Exercise). Mr. Andlinger may be deemed to be the beneficial owner of an aggregate amount of 4,271,465 shares of Common Stock, representing 33.8% of the issued and outstanding shares of Common Stock (including as outstanding for determining such percentage, shares of Common Stock issued or issuable as a result of the Warrant Exercise, shares of Common Stock issuable upon exercise of the unexercised portion of the Warrants and shares of Common Stock issuable upon exercise of the Options) as follows: (1) Mr. Andlinger, beneficially owns and has sole 8 power to vote or direct the vote of an aggregate of 171,465 shares of Common Stock representing 1.67% of the issued and outstanding shares of Common Stock; and (2) Mr. Andlinger, as a member and majority holder of the voting units of Andlinger Capital, and as a controlling person of ANC beneficially owns and has shared power to vote or direct the vote of, and shared power to dispose or direct the disposition of an aggregate of 4,100,000 shares of Common Stock representing 33.3% of the issued and outstanding shares of Common Stock (including as outstanding for determining such percentage, shares of Common Stock issued or issuable as a result of the Warrant Exercise, shares of Common Stock issuable upon exercise of the unexercised portion of the Warrants and shares of Common Stock issuable upon exercise of the Options) of which (a) 1,000,000 shares are attributable to the unexercised portion of the Warrants; and (b) 100,000 shares are attributable to the Options. Pursuant to the Option Agreement, the Options shall vest as to 25,000 shares of Common Stock, each on August 31, 1999, June 30, 2000, June 30, 2001 and June 30, 2002, provided that on such vesting date the Management Advisory and Consulting Agreement (the "Management Agreement") dated as of August 31, 1999 between ANC and the Issuer is still in effect. The Options will be exercisable from their vesting until the earliest of (i) June 30, 2009, (ii) upon the effective date of termination of the Management Agreement in the event such agreement is terminated by the Issuer for "cause", (iii) within 30 days after termination of the Management Agreement for any other reason, (iv) on the effective date of a transaction that results in a change of control in the Issuer (as more fully described in the Option Agreement) or (v) the date all the Options are purchased pursuant to the Option Agreement. Andlinger Capital may be deemed to be the beneficial owner of an aggregate amount of 4,000,000 shares of Common Stock (of which 1,000,000 shares are attributable to the unexercised portion of the Warrants), representing 32.7% of the issued and outstanding shares of Common Stock (including as outstanding for determining such percentage, shares of Common Stock issued or issuable as a result of the Warrant Exercise and shares of Common Stock issuable upon exercise of the unexercised portion of the Warrants). Mr. Magida may be deemed to have shared power to vote or direct the vote of, and shared power to dispose of or direct the disposition of an aggregate of 4,000,000 shares of Common Stock (of which 1,000,000 shares are attributable to the unexercised portion of the Warrants) and which, together with the 28,000 shares held by Mr. Magida as trustee of the trusts referred to in Item 5 of the Original 13D represent 32.9% of the issued and outstanding shares of Common Stock (including as outstanding for determining such percentage, shares of Common Stock issued or issuable as a result of the Warrant Exercise and shares of Common Stock issuable upon exercise of the unexercised portion of the Warrants). Mr. Ball by virtue of his relationships with the other Reporting Persons and as a member of Andlinger Capital may be deemed to have shared power to vote or direct the vote of, and shared power to dispose of or direct the disposition of, an aggregate of 4,000,000 shares of Common Stock (of which 1,000,000 shares are attributable to the unexercised portion of the Warrants) representing 32.7% of the issued and outstanding shares of Common Stock (including as outstanding for determining such percentage shares of Common Stock issued or issuable as a result of the Warrant Exercise and shares of Common Stock issuable upon exercise of the unexercised portion of the Warrants). 9 Mr. Kehoe by virtue of his relationship with the other Reporting Persons and as a member of Andlinger Capital may be deemed to have shared power to vote or direct the vote of, and shared power to dispose of or direct the disposition of, an aggregate of 4,000,000 shares of Common Stock (of which 1,000,000 shares are attributable to the unexercised portion of the Warrants) representing 32.7% of the issued and outstanding shares of Common Stock (including as outstanding for determining such percentage, shares of Common Stock issued or issuable as a result of the Warrant Exercise and shares of Common Stock issuable upon exercise of the unexercised portion of the Warrants). ITEM 7. MATERIAL TO BE FILED AS EXHIBITS EXHIBIT VI Non-Qualified Stock Option Agreement dated as of August 31, 1999 between Galileo Corporation and ANC Management Corp. EXHIBIT VII Management Advisory and Consulting Agreement dated as of August 31, 1999 between Galileo Corporation and ANC Management Corp. EXHIBIT VIII Open Market Purchases of Gerhard R. Andlinger EXHIBIT IX Open Market Purchases of Certain Trusts EXHIBIT X Joint Filing Agreement dated as of October 06, 1999 among Andlinger Capital XIII LLC, Gerhard R. Andlinger, Stephen A. Magida, Charles E. Ball and John P. Kehoe. 10 SIGNATURE After reasonable inquiry and to the best of knowledge and belief of the Reporting Persons, the Reporting Persons certify that the information set forth in this statement is true, complete and correct. Date: 10/06/99 ANDLINGER CAPITAL XIII LLC By: /s/ Stephen A. Magida ----------------------- Name: Stephen A. Magida Title: Manager /s/ Gerhard R. Andlinger ----------------------- Gerhard R. Andlinger /s/ Stephen A. Magida ----------------------- Stephen A. Magida /s/ Charles E. Ball ----------------------- Charles E. Ball /s/ John P. Kehoe ----------------------- John P. Kehoe 11 EX-99 2 NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT VI NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------ THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") made and entered into as of the 31st day of August, 1999, by and between GALILEO CORPORATION, a Delaware corporation (the "Company"), and ANC MANAGEMENT CORP. ("Optionee"). W I T N E S S E T H: WHEREAS, the Board of Directors of the Company (the "Board") adopted, with stockholder approval, the Company's 1991 Stock Option Plan (the "Plan"); and WHEREAS, pursuant to resolutions adopted at a meeting on July 22, 1999 (the "Award Date"), the Board has determined that Optionee is eligible to receive a non-qualified stock option pursuant to the Plan to purchase shares of common stock of the Company, $.01 par value per share ("Common Stock"), in accordance with the terms and provisions thereof and has awarded to Optionee such options on 100,000 shares of such Common Stock; and NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereby agree as follows: SECTION 1 DEFINITIONS 1.1 Definitions. In addition to the other terms defined in this Agreement and in the Plan, the terms below shall have the following definitions: "Management Agreement" means that certain Management Advisory and Consulting Agreement of even date between the Company and Optionee. "Person" means an individual, partnership, company, limited liability company, association, trust, joint venture, unincorporated organization and any government, governmental department or agency or political subdivision thereof. "Securities Act" means the Securities Act of 1933, as amended. "Terminating Transaction" means a single transaction or series of related transactions, other than a public offering of securities, pursuant to which a Person or Persons other than existing stockholders of the Company (i) acquires capital stock of the Company possessing the voting power to elect a majority of the Board, (ii) consummates a merger, amalgamation or consolidation with the Company as a result of which the stockholders of the Company who own Common Stock or other voting securities prior to such transaction(s) shall own, directly or indirectly, less than fifty percent (50%) of the voting securities of the surviving entity, or (iii) acquire all or substantially all of the assets of the Company. "Transfer" means, with respect to any security of the Company, any transfer, sale, gift, exchange, assignment, pledge or other disposition thereof. SECTION 2 GRANT OF OPTION 2.1 Grant of Non-Qualified Options. Subject to the terms and conditions set forth in this Agreement and the Plan, the Company hereby grants to the Optionee the option (the "Option") to purchase from the Company, during the period set forth in paragraph 2.2 below, 100,000 shares of Common Stock ("Option Shares") at the price per share set forth on the signature page hereof (the "Exercise Price"), which is the fair market value of such Option Shares on the Award Date, in accordance with the terms of this Agreement. The Option is not an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 2.2 Term. This Option shall commence on the date of this Agreement and shall terminate in accordance with the provisions of Sections 2.3 and 2.4. 2.3 Vesting of Option Shares. The right to purchase the Option Shares under this Option shall vest to the Optionee as follows: (a) The Option shall vest as to 25,000 Option Shares as of the date of this Agreement. (b) The Option shall vest as to the remaining 75,000 Option Shares as to 25,000 Option Shares each on June 30, 2000, June 30, 2001 and June 30, 2002, provided that on each such vesting date the Management Agreement is in effect. (c) Notwithstanding clause (b) above, in the event a Terminating Transaction is consummated while the Management Agreement is still in effect (including a Terminating Transaction in which the Management Agreement is terminated by the parties in connection with such consummation), Optionee shall be deemed to have fully vested in all Option Shares immediately prior to such consummation. 2.4. Duration of the Option. Subject to the provisions of the Plan, the Option shall be effective during the period commencing on the date of this Agreement and ending on the earliest of (i) June 30, 2009 (the "Option Term Date"), (ii) upon the effective date of termination of the Management Agreement in the event the Management Agreement is terminated by the Company for "cause" (as defined in the Management Agreement), or at the election of the Optionee, (iii) within thirty (30) days after termination of the Management Agreement for any other reason, (iv) on the effective date of (and simultaneously with the consummation of) any Terminating Transaction, or (v) the date all Option Shares are purchased pursuant to this Agreement. SECTION 3 EXERCISE OF OPTION 3.1. Exercise of Option. Subject to the provisions of the Plan, the Option shall be exercised in accordance with the following provisions: (a) The Option may be exercised only by written notice of exercise to the Company setting forth the number of shares of Common Stock to be issued upon exercise and signed by the Optionee and received by the Secretary or Treasurer of the Company, or other authorized representative of the Company, prior to the termination of the Option as set forth in Section 2 above, accompanied by full payment of the Exercise Price for the number of shares of Common Stock being purchased in a form permitted under the terms of the Plan. The Optionee shall be given reasonable notice of the proposed consummation of any Terminating Transaction and, in connection therewith, may make a conditional exercise of the Option, subject to the consummation of the Terminating Transaction, in which event payment of the Exercise Price shall be due simultaneously with the consummation of the Terminating Transaction. (b) At the time the Option is exercised, in whole or in part, or at any time thereafter as requested by the Company, the Optionee shall make adequate provision for the federal and state tax withholding obligations of the Company, if any, which arise in connection with the Option, including, without limitation, obligations arising upon (i) the exercise, in whole or in part, of the Option, (ii) the transfer, in whole or in part, of any Option Shares, (iii) the operation of any law or regulation providing for the imputation of interest, or (iv) the lapsing of any restriction with respect to any Option Shares. (c) On the exercise date specified in the Optionee's notice or as soon thereafter as is reasonably practicable, the Company shall cause to be delivered to the Optionee a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Common Stock or reacquired Common Stock, as the Company may elect) upon full payment for such Option Shares. The obligation of the Company to deliver the Option Shares shall, however, be subject to the condition that if at any time the Board shall determine in its discretion that the listing, registration or qualification of the Option or the Option Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Option Shares thereunder, the delivery of the Option Shares may be delayed in whole or in part until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board. Certificates evidencing any Option Shares may contain a legend in a form deemed appropriate by the Company with respect to transfer restrictions imposed by applicable securities laws and referring to the transfer restrictions under this Agreement. SECTION 4 RESTRICTIONS ON OPTIONS AND OPTION SHARES 4.1. Cancellation of Options. The Board may, in its sole discretion, in cases involving a material breach of the Optionee's obligations under the Management Agreement or other serious breach of conduct by the Optionee, cancel the Option, whether or not vested, in whole or in part. Such cancellation shall be effective as of the date specified by the Board. As used herein, a serious breach of conduct shall mean: (a) the disclosure or misuse of confidential information or trade secrets in a manner causing material damage to the Company; and (b) engaging in conduct relating to the Optionee's engagement with the Company for which either material criminal or civil penalties may be sought. 4.2 Restrictions on Transferability of Option. The Option hereunder shall be exercisable only by the Optionee or legal successor to the Optionee, and, except as otherwise approved by the Company, the Option shall not otherwise be transferable, nor shall the Option by subject to attachment, execution or other similar process. In the event of (a) any attempt by the Optionee not permitted hereunder to alienate, assign, pledge, hypothecate or otherwise dispose of the Option, except as provided for herein, or (b) the levy of any attachment, execution or similar process upon the rights or interest hereby conferred, the Company may terminate the Option by notice to the Optionee and it shall thereupon become null and void. 4.3. Effect of Change in Stock Subject to the Option. In the event of certain corporate events such as stock splits, the Board has retained the right pursuant to the Plan to increase or decrease the number of Option Shares, change the kind of shares available under the Option and/or increase or decrease the Exercise Price of the Option in order to preserve the benefits or potential benefits intended to be made available under the Plan. 4.4. Rights as a Stockholder. The Optionee shall have no rights as a stockholder with respect to any shares of Common Stock covered by the Option until the date of the issuance of a certificate or certificates for the shares for which the Option has been exercised. No adjustment shall be made for dividends or distributions or other rights for which the record date is prior to the date such certificate or certificates are issued, except as provided in Section 4.3. 4.5. Liquidation or Dissolution of the Company. In the event of the proposed dissolution or liquidation of the Company, each Option shall terminate prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Board. SECTION 5 MISCELLANEOUS 5.1 Binding Effect. Except as otherwise provided herein, this Option Agreement shall inure to the benefit of the successors and assigns of the Company and be binding upon the Optionee and the Optionee's legal successors and permitted assigns. 5.2 Termination or Amendment. The Board may terminate or amend the Plan (subject to the provisions of the Plan) and may amend this Option at any time, provided, however, that no such termination or amendment may adversely affect the Option or any unexercised portion thereof without the consent of the Optionee. 5.3 Engagement of the Optionee. Nothing in this Agreement shall be construed as constituting a commitment, guaranty, agreement, or understanding of any kind or nature that the Company shall continue to engage the Optionee for consulting or other services, nor shall this Agreement affect in any way the right of the Company to terminate the engagement of the Optionee at any time and for any reason. Any change of the Optionee's duties as a consultant to the Company shall not result in a modification of the terms of this Agreement. 5.4 Remedies. (a) The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have at law or in equity. (b) Without limitation of the foregoing, the parties hereto agree that irreparable harm would occur in the event that any of the agreements and provisions of this Agreement were not performed fully by the parties hereto in accordance with their specific terms or were otherwise breached, and that money damages are an inadequate remedy for breach of the Agreement because of the difficulty of ascertaining and quantifying the amount of damage that will be suffered by the parties hereto in the event that this Agreement is not performed in accordance with its term or is otherwise breached. It is accordingly hereby agreed that the parties hereto shall be entitled to an injunction or injunctions to restrain, enjoin and prevent breaches of this Agreement, such remedy being in addition to and not in lieu of, any other rights and remedies to which the other parties are entitled at law or in equity. (c) Except where a time period is otherwise specified, no delay on the part of any party in the exercise of any right, power, privilege or remedy hereunder shall operate as a waiver thereof, nor shall any exercise or partial exercise of any such right, power, privilege or remedy preclude any further exercise thereof or the exercise of any right, power, privilege or remedy. 5.5 Integrated Agreement. This Option Agreement and the Plan constitute the entire understanding and agreement of the Optionee and the Company with respect to the subject matter contained herein and therein, and there are no agreements, understandings, restrictions, representations, or warranties among the Optionee and the Company other than those as set forth or provided for herein and therein. To the extent contemplated herein and therein, the provisions of the Option Agreement and the Plan shall survive any exercise of the Option and shall remain in full force and effect. 5.6 Applicable Law. This Option Agreement shall be governed by the laws of the State of Delaware. 5.7 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors and assigns of the parties hereto. 5.8 Notices. Any and all notices provided for in this Agreement shall be addressed: (i) if to the Company, to the principal executive office of the Company; and (ii) if to the Optionee, to the address of the Optionee as reflected on the records of the Company. Notices shall be deemed delivered upon the earlier to occur of (i) receipt by the party to whom such notice is directed; (ii) if sent by facsimile machine, on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) such notice is sent if sent (as evidenced by the facsimile confirmed receipt) prior to 5:00 p.m. and, if sent after 5:00 p.m. on the day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) after which such notice is sent; (iii) on the first business day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following the day the same is deposited with the commercial carrier if sent by commercial overnight delivery service; or (iv) the fifth (5th) day (other than a Saturday, Sunday or legal holiday in the jurisdiction to which such notice is directed) following deposit thereof with the U.S. Postal Service as aforesaid. Each party, by notice duly given in accordance herewith, may specify a different address for the giving of any notice hereunder. 5.9 Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and each provision of this Agreement shall be enforced to the fullest extent permitted by law. 5.10 Subject to Plan. The rights of the Optionee are subject to all of the terms and conditions of the Plan, the provisions of which are hereby incorporated by reference herein, and, to the extent that any conflict or inconsistency may exist between any term or provision of this Agreement and any term or provision of the Plan, the term or provision of the Plan shall control. The Optionee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all terms and provisions thereof and further agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under this Option Agreement or the Plan. 5.11 Investment Representation. The Optionee represents and warrants that the Optionee is acquiring the Option and any shares of Common Stock issuable upon exercise thereof for the Optionee's own account as an investment and not with a view toward the sale or distribution thereof. 5.12 No Third Party Beneficiaries. There are no third party beneficiaries of this Agreement. 5.13 Duration. This Agreement shall be valid and continue in full force and effect until the earlier of (i) a Terminating Transaction and (ii) the Option Term Date. 5.14 Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 5.15 Gender; Number. The use of any gender in this Agreement shall be deemed to be or include the other genders, and the use of the singular in this Agreement shall be deemed to be or include the plural (and vice versa), wherever appropriate. 5.16 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together constitute one agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. COMPANY: GALILEO CORPORATION By: /s/ Thomas J. Mathews ------------------------------------- Thomas J. Mathews, Vice President/CFO OPTIONEE: ANC MANAGEMENT CORP. By: /s/ Gerhard R. Andlinger ------------------------------------- Gerhard R. Andlinger, Chairman Address: 303 South Broadway Suite 229 Tarrytown, NY 10591 Employer ID No.: 13-3015597 ------------------------ No. of Option Shares: 100,000 Exercise Price per Share: $11.4375 EX-99 3 MANAGEMENT ADVISORY AND CONSULTING AGREEMENT EXHIBIT VII MANAGEMENT ADVISORY AND CONSULTING AGREEMENT AGREEMENT ("Agreement") made and entered into as of the 31st day of August, 1999, by and between GALILEO CORPORATION, a Delaware corporation having a place of business at Sturbridge Business Park, Route 20, Sturbridge, MA 01566 (the "Company"), and ANC MANAGEMENT CORP. ("Consultant"). W I T N E S S E T H: WHEREAS, the Company is and has been engaged in a number of businesses, primarily related to the manufacture, distribution and sale of products utilizing certain optical technologies as applied in different industries (the "Business"); and WHEREAS, the Consultant is controlled by Gerhard R. Andlinger (the "Principal"), who has extensive experience in the management, restructuring, strategic planning repositioning, financing and operation of manufacturing companies, as well as experience with certain optical technologies; and WHEREAS, in addition to the Principal, the Consultant has a staff of employees and representatives with significant financial advisory, strategic planning, managerial and operational experience with companies similar to the Company; and WHEREAS, an affiliate of the Consultant has made a significant equity investment in the Company, and the Consultant and such affiliate have a substantial interest in the financial success of the Company; and WHEREAS, the Company's prior President and CEO resigned his positions with the Company effective July 6, 1999, the Principal has been named President and CEO, and the Board has determined not to conduct a search for a new CEO at this time; and WHEREAS, the terms and conditions of this Agreement and the transactions contemplated hereby have been approved by the disinterested directors of the Company; and WHEREAS, the Company desires to retain Consultant to provide consulting services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Engagement. Upon the terms and conditions contained in this Agreement, the Company hereby retains Consultant, and Consultant hereby accepts the engagement, and agrees to perform Consulting Services (as defined below) for the Company. 2. Consulting Services. During the term of this Agreement, as defined in paragraph 4 below (the "Term"), at the request of the Company, Consultant shall perform the services described on Schedule 1 annexed hereto and shall give to the Company the benefit of skill and advice of the Principal and other employees and representatives of Consultant to perform the services described on Schedule 1 annexed hereto, and as to such other matters as the Board of Directors of the Company ("Board") may from time to time reasonably request (the "Consulting Services"). All services shall be provided at the request of the Company, primarily through the Principal. 3. Compensation. the Consultant for any Consulting Services rendered under this Agreement shall be paid in accordance with Schedule 2. 4. Term. The term of Consultant's engagement (the "Term") commenced as of July 6, 1999 and shall continue until June ---- 30, 2002 unless sooner terminated as provided in Section 8 below. 5. Independent Contractor; Duties. (a) In the performance of the Consulting Services, Consultant shall be deemed to be, and shall be, an independent contractor, and not a joint venturer, partner, employee or agent with or of the Company. Without limiting the generality of the foregoing, neither the Company nor Consultant shall have the power to bind the other, contractually or otherwise; Consultant shall be entitled only to the compensation and reimbursement set forth in paragraph 3 of this Agreement and not to any other so-called "fringe benefits;" and Consultant shall be solely responsible for all liabilities for any and all state and federal taxes, withholding, FICA, FUTA, worker's compensation, or other payments due in respect of the compensation paid to Consultant by the Company and paid by Consultant to its employees. The Consultant shall file all tax returns and pay all taxes required in such connection on or before the due date thereof. (b) In connection with his services as President and CEO of the Company, the Principal shall have such authority to act for and bind the Company as shall be customarily within the scope of authority of the executives holding such offices, subject to such limitations as may be imposed by the Board and also subject to such additional power and authority as shall be authorized by the Board. In discharging such positions, the Principal shall give due regard to his duties and obligations as an officer and director of the Company. (c) The Principal may be removed as President and CEO at any time by the Board of Directors and, subject to the provisions of the Securities Purchase Agreement dated as of December 22, 1998 by and between Andlinger Capital XIII LLC and the Company, as a director by the shareholders of the Company, all as provided in the Company's bylaws and the Delaware General Corporation Law, but such removal shall not otherwise affect the duties and obligations of the parties hereunder. (d) The Consultant may, with the approval of the Board of Directors, engage third party professionals, consultants and other advisors to assist Consultant in carrying out its duties or to provide services directly to the Company, the costs of which shall be borne by the Company. 6. Assignment. This Agreement shall bind and inure to the benefit of only Consultant, the Company and their respective successors and assigns. Neither party may assign any of its rights or delegate any of its obligations under this Agreement without the express written consent of the other party. Any attempted assignment or delegation which does not comply with this paragraph shall be void. 7. Confidential Information; Non-Competition. (a) For purposes of this Agreement, "Confidential Information" means all information, data and knowledge disclosed to the Consultant by the Company concerning the organization, business, technology or finances of the Company or of any third party that the Company is under an obligation to keep confidential, including, but not limited to, trade secrets and other proprietary ideas or confidential information respecting inventions (whether or not patentable), patents, patent applications (under any divisions, continuations, in whole or in part, patents issuing thereon and issues thereof), products, designs, sketches, plans, calculations, prototypes, models, formulas, specifications, procedures, discoveries, improvements, charts, diagrams, graphs, writings, methods, know-how, techniques, systems, processes, hardware, software, firmware, code, software programs, works of authorship, records, studies, trade practices, customer lists, projects, plans and proposals, whether in written, electronic, magnetic, optical or any other form. "Affiliate" shall mean, with respect to an individual, the members of his or her immediate family or any entity directly or indirectly controlled by such individual; and with respect to an entity, any person or entity controlling, controlled by or under common control with, such entity. (b) From time to time the Company has disclosed to the Consultant, and may continue to disclosure to Consultant, Confidential Information for the purpose of obtaining management advisory and consulting services from the Consultant. The Confidential Information includes, but is not limited to, information relating to the Company's business strategy, financing sources and structure, customer contacts and similar business information. (c) All Confidential Information disclosed to the Consultant by the Company shall remain the property of the Company. (d) The Consultant shall use the Confidential Information only for the purposes described in this Agreement and shall not use the Confidential Information or assist others to use the Confidential Information for any other purpose and shall not publish or otherwise disclose the Confidential Information or any part thereof to any other person, firm or corporation; provided, however, that the obligation not to disclose the Confidential Information shall not apply to any of the following: (i) information that is already known to Consultant; (ii) information that Consultant receives from a third party without restriction or without breach of this Agreement; (iii) information that is approved for release by written authorization by the Company; or (iv) information that is or becomes publicly known other than through a knowing or wrongful act of the Consultant. (e) Each of Consultant and Principal severally agree that, so long as this Agreement is in effect and for a period of one (1) year after the expiration hereof or its termination for any reason, Consultant and Principal will not, directly or indirectly, except as a passive investor in publicly-held companies, engage in competition with the Company or any of its subsidiaries, or own or control any interest in, or act as a director, officer or employee of, or consultant to, any firm, corporation or institution directly or indirectly engaged in competition with the Company or any of its subsidiaries. 8. Termination; Survival. (a) This Agreement may be terminated at the election of the Board of Directors at any time upon written notice for "cause". As used here "cause" means (i) the Consultant's continued failure to render services to the Company as provided herein, which failure continues for more than thirty (30) days after written notice; (ii) willful misconduct or gross negligence in the performance of its services hereunder; (iii) breach of any material fiduciary duty to the Company; or (iv) breach of any material item of this Agreement which remains uncured for a period of thirty (30) days after written notice. (b) Upon the death or disability of the Principal or his resignation, removal or other termination as President and CEO of the Company, this Agreement may be terminated by the Company at any time upon no less than ninety (90) days written notice. (c) This Agreement may be terminated at the election of Consultant at any time upon no less than ninety (90) days written notice. (d) No termination of this Agreement by either party, regardless of the circumstances or reasons, shall terminate, amend or in any way affect the validity of the provisions of Section 7 hereof or any other agreement executed by consultant relating to Confidential Information of the Company. 9. Indemnification. (a) In the event that the Consultant is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, based on acts or omissions under or relating to this Agreement, the Company shall indemnify the Consultant against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Consultant in connection with such action, suit or proceeding if the Consultant acted in good faith and in a manner the Consultant reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Consultant's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Consultant did not act in good faith and in a manner which the Consultant reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the Consultant's conduct was unlawful. (b) To the extent that the Consultant has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsection (a) of this section, or in defense of any claim, issue or matter therein, the Consultant shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred in connection therewith. (c) Expenses (including attorneys' fees) incurred by the Consultant in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the Consultant to repay such amount if it shall ultimately be determined that the Consultant is not entitled to be indemnified by the Company as authorized in this section. Such expenses (including attorneys' fees) incurred by the Consultant may be so paid upon such terms and conditions, if any, as the Company reasonably deems appropriate consistent with this Agreement. (d) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to the Consultant notwithstanding the termination of this Agreement and shall inure to the benefit of the successors of the Consultant. 10. No Conflicts. Consultant represents and warrants to the Company that performance of Consultant's obligations under this Agreement does not and will not violate any written or oral contract, agreement, or court order by which Consultant is bound and Consultant covenants not to create such a violation during the Term of this Agreement including, without limitation, such violation created by using any information belonging to any third party, that would be characterized as Confidential Information if such information belonged to the Company. 11. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable, or enforceable only if modified, such holding shall not affect the validity of the remainder of this Agreement, which shall continue to be binding upon the parties hereto. The parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing the unenforceable provisions from this Agreement in its entirety, whether by rewriting the offending provision, adding additional language to this Agreement or making such other modifications as the court deems warranted to carry out the agreement of the parties. The parties expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. 12. Standards of Conduct. Consultant agrees to adhere at all times to Company policies and to conduct its services in compliance with applicable laws, rules and regulations and use all reasonable efforts to maintain the highest standards of business ethics. 13. Exclusivity. Consultant shall not, during the Term of this Agreement, perform services related to the same subject matter as those performed under this Agreement for any other individual, firm, association or organization which directly or indirectly competes with the Company without prior written notification to and consent by the Company. In those cases where a potential conflict appears to exist, a mutually agreeable resolution shall be made before such conflicting services are furnished or performed. 14. General Provisions. (a) Waiver of any provision of this Agreement, in whole or in part, in any one instance shall not constitute a waiver of any other provision in the same instance, nor any waiver of the same provision in another instance, but each provision shall continue in full force and effect with respect to any other then-existing or subsequent breach. (b) Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered, delivered by facsimile telephone transmission, delivered by express delivery service (such as Federal Express), or mailed first class U.S. mail, postage prepaid, addressed as follows: If to the Company: Galileo Corporation Sturbridge Business Park PO Box 550 Sturbridge, MA 01566 Attn: Thomas J. Mathews Fax No.: 1-508-347-2270 with a copy to: Edwards & Angell 250 Royal Palm Way Palm Beach, FL 33480 Attention: Jonathan E. Cole Fax No.: 561-655-8719 If to Consultant: ANC Management Corp. 303 South Broadway Tarrytown, NY 10591 Attn: Gerhard R. Andlinger Fax No.: 1-914-332-4977 with a copy to: Stephen A. Magida 105 Harbor Drive, Suite 125 Stamford, CT 06902 Fax No.: 1-203-348-6790 (or to such other address as any party shall specify by written notice so given), and shall be deemed to have been delivered as of the date so delivered or three (3) days after mailing for domestic mail and seven (7) days for international mail. (c) This Agreement: (i) may be executed in any number of counterparts, each of which, when executed by both parties to this Agreement shall be deemed to be an original, and all of which counterparts together shall constitute one and the same instrument; (ii) shall be governed by and construed under the laws of Massachusetts applicable to contracts made, accepted, and performed wholly within Massachusetts, without application of principles of conflicts of law; (iii) may be amended, modified, or terminated, and any right under this Agreement may be waived in whole or in part, only by a writing signed by both parties; (iv) contains headings only for convenience, which headings do not form part, and shall not be used in construction, of this Agreement; (v) shall bind and inure to the benefit of the parties and their respective legal representatives, successors and permitted assigns; and (vi) is not intended to inure to the benefit of any third-party beneficiaries. (d) This Agreement, together with Schedules 1 and 2 constitute the entire agreement of the parties with respect to its subject matter, superseding all prior oral and written communications, proposals, negotiations, representations, understandings, courses of dealing, agreements, contracts, and the like between the parties in such respect; (e) The obligations imposed by this Agreement are unique. Breach of any of such obligations would injure the parties to this Agreement; such injury is likely to be difficult to measure; and monetary damages, even if ascertainable, are likely to be inadequate compensation for such injury. Therefore, the parties to this Agreement acknowledge and agree that protection of the respective interests in this Agreement would require equitable relief, including specific performance and injunctive relief, in addition to any other remedy or remedies that the parties may have at law or under this Agreement, including, without limitation, entitlement to reimbursement by the breaching party or parties of the legal fees and expenses of the injured party or parties prevailing in any such suit. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. COMPANY: GALILEO CORPORATION By: /s/ Thomas J. Mathews ------------------------------------- Thomas J. Mathews, Vice President and CFO CONSULTANT: ANC MANAGEMENT CORP. By: /s/ Gerhard R. Andlinger ------------------------------------- Gerhard R. Andlinger, Chairman The undersigned Gerhard R. Andlinger, in his individual capacity, agrees to the provisions of Section 7 hereof. Dated as of August 31, 1999 /s/ Gerhard R. Andlinger ------------------------------------- Gerhard R. Andlinger SCHEDULE 1 Scope of Services 1. Management Services. a. Consultation and advice with respect to the overall management and operation of the Company and its business, including advisory services with respect to production, marketing and sales, finance, administration and personnel matters. b. Provision of the Principal as President and CEO of the Company, to perform the duties customarily performed by such officer in similar companies. 2. Strategic Services. a. Consultation and advice with respect to the development, implementation and monitoring of a strategic plan for the Company and participation in the deliberations of the Board relating to the strategic plan. b. Consultation and advice with respect to strategic transactions and analysis with respect there. [Note: Financial advisory, structuring, analytical and negotiating services and related fees (if any) with respect to specific strategic transactions will be separately negotiated and agreed to outside of this Agreement.] SCHEDULE 2 Compensation/Expenses Compensation: A. Consultant shall be entitled to cash compensation at the rate of $250,000 per annum, payable in equal monthly installments on the last day of each month. B. In addition, Consultant shall receive non-qualified options pursuant to the Company's 1991 Stock Option Plan to purchase 100,000 shares of the Company's Common Stock, $.01 par value per share, at an exercise price of $11.4375 per share, exercisable at any time until June 30, 2009. Such options shall be governed by a mutually agreeable Non-Qualified Stock Option Agreement. Expenses: The Company shall reimburse the Consultant, from time to time upon request accompanied by appropriate documentation, all out-of-pocket expenses (including an automobile allowance at the IRS rate then in effect) reasonably incurred by Consultant in providing consulting services. EX-99 4 OPEN MARKET PURCHASES OF GERHARD R. ANDLINGER EXHIBIT VIII OPEN MARKET PURCHASES OF GERHARD R. ANDLINGER - -------------------------------------------------------------------------------- Date of Purchase Shares of Common Stock Purchased Price Per Share - -------------------------------------------------------------------------------- 2/2/99 6,000 shares $5.500 - -------------------------------------------------------------------------------- 2/3/99 19,000 shares $5.595 - -------------------------------------------------------------------------------- 2/3/99 1,000 shares $5.625 - -------------------------------------------------------------------------------- 2/4/99 14,600 shares $5.717 - -------------------------------------------------------------------------------- 2/5/99 9,400 shares $5.750 - -------------------------------------------------------------------------------- 2/22/99 1,100 shares $5.250 - -------------------------------------------------------------------------------- 2/23/99 9,500 shares $5.230 - -------------------------------------------------------------------------------- 2/24/99 9,400 shares $5.250 - -------------------------------------------------------------------------------- 2/26/99 11,000 shares $5.125 - -------------------------------------------------------------------------------- 3/2/99 1,300 shares $5.125 - -------------------------------------------------------------------------------- 3/3/99 2,000 shares $5.125 - -------------------------------------------------------------------------------- 3/9/99 15,700 shares $5.125 - -------------------------------------------------------------------------------- 3/18/99 4,000 shares $4.000 - -------------------------------------------------------------------------------- 7/27/99 1,000 shares $13.500 - -------------------------------------------------------------------------------- 7/27/99 4,000 shares $13.500 - ------------------------------------------------------------------------------- 7/28/99 1,000 shares $13.750 - -------------------------------------------------------------------------------- 7/28/99 3,000 shares $13.750 - -------------------------------------------------------------------------------- 7/28/99 1,000 shares $13.750 - -------------------------------------------------------------------------------- 7/28/99 5,000 shares $13.500 - -------------------------------------------------------------------------------- 7/28/99 1,300 shares $13.500 - -------------------------------------------------------------------------------- 7/28/99 3,700 shares $13.500 - ------------------------------------------------------------------------------- 7/28/99 1,000 shares $13.750 - ------------------------------------------------------------------------------- 7/28/99 1,300 shares $13.750 - ------------------------------------------------------------------------------- 7/28/99 200 shares $13.750 - ------------------------------------------------------------------------------- 7/29/99 5,000 shares $13.125 - ------------------------------------------------------------------------------- 7/29/99 1,000 shares $13.125 - ------------------------------------------------------------------------------- 7/30/99 1,000 shares $13.500 - -------------------------------------------------------------------------------- Date of Purchase Shares of Common Stock Purchased Price Per Share - -------------------------------------------------------------------------------- 8/2/99 2,000 shares $13.500 - ------------------------------------------------------------------------------- 8/2/99 1,000 shares $12.750 - ------------------------------------------------------------------------------- 8/2/99 1,000 shares $13.375 - ------------------------------------------------------------------------------- 8/2/99 1,000 shares $13.375 - ------------------------------------------------------------------------------- 8/2/99 300 shares $13.125 - ------------------------------------------------------------------------------- 8/3/99 2,000 shares $11.625 - ------------------------------------------------------------------------------- 8/3/99 1,000 shares $12.000 - ------------------------------------------------------------------------------- 8/3/99 1,000 shares $11.875 - ------------------------------------------------------------------------------- 8/3/99 1,000 shares $11.750 - ------------------------------------------------------------------------------- 8/3/99 1,000 shares $11.750 - ------------------------------------------------------------------------------- 8/3/99 1,000 shares $11.375 - ------------------------------------------------------------------------------- 8/3/99 800 shares $11.875 - ------------------------------------------------------------------------------- 8/3/99 800 shares $11.375 - ------------------------------------------------------------------------------- 8/3/99 700 shares $11.875 - ------------------------------------------------------------------------------- 8/3/99 300 shares $11.875 - ------------------------------------------------------------------------------- 8/3/99 200 shares $11.875 - ------------------------------------------------------------------------------- 8/3/99 200 shares $11.375 - ------------------------------------------------------------------------------- 8/4/99 1,000 shares $11.500 - ------------------------------------------------------------------------------- 8/4/99 1,000 shares $11.500 - ------------------------------------------------------------------------------- 8/4/99 1,000 shares $11.437 - ------------------------------------------------------------------------------- 8/4/99 1,000 shares $11.437 - ------------------------------------------------------------------------------- 8/4/99 1,000 shares $11.437 - ------------------------------------------------------------------------------- 8/4/99 1,000 shares $ 11.500 - ------------------------------------------------------------------------------- 8/4/99 1,000 shares $ 11.500 - ------------------------------------------------------------------------------- 8/4/99 800 shares $11.500 - ------------------------------------------------------------------------------- 8/4/99 600 shares $11.500 - ------------------------------------------------------------------------------- 8/4/99 500 shares $11.500 - ------------------------------------------------------------------------------- 8/4/99 500 shares $11.500 - ------------------------------------------------------------------------------- 8/4/99 400 shares $11.375 - ------------------------------------------------------------------------------- 8/4/99 300 shares $11.500 - ------------------------------------------------------------------------------- 8/4/99 200 shares $11.500 - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Date of Purchase Shares of Common Stock Purchased Price Per Share - -------------------------------------------------------------------------------- 8/4/99 140 shares $11.375 - ------------------------------------------------------------------------------- 8/4/99 125 shares $11.375 - ------------------------------------------------------------------------------- 8/4/99 100 shares $11.500 - ------------------------------------------------------------------------------- 8/5/99 1,000 shares $11.125 - ------------------------------------------------------------------------------- 8/5/99 900 shares $11.125 - ------------------------------------------------------------------------------- 8/5/99 100 shares $11.125 - ------------------------------------------------------------------------------- 8/6/99 1,000 shares $10.875 - ------------------------------------------------------------------------------- 8/6/99 1,000 shares $10.875 - ------------------------------------------------------------------------------- 8/6/99 100 shares $10.875 - ------------------------------------------------------------------------------- 8/6/99 900 shares $10.875 - ------------------------------------------------------------------------------- 8/6/99 1,000 shares $10.750 - ------------------------------------------------------------------------------- 8/6/99 1,000 shares $10.750 - ------------------------------------------------------------------------------- 8/6/99 700 shares $10.687 - ------------------------------------------------------------------------------- 8/6/99 300 shares $10.750 - ------------------------------------------------------------------------------- 8/6/99 1,000 shares $10.625 - ------------------------------------------------------------------------------- 8/6/99 1,000 shares $10.875 - ------------------------------------------------------------------------------- 8/11/99 1,000 shares $11.625 - ------------------------------------------------------------------------------- 8/11/99 1,000 shares $11.625 - ------------------------------------------------------------------------------- EX-99 5 OPEN MARKET PURCHASES OF CERTAIN TRUSTS EXHIBIT IX OPEN MARKET PURCHASES OF CERTAIN TRUSTS - -------------------------------------------------------------------------------- Date of Purcha Shares of Common Stock Purchased Price Per Share - -------------------------------------------------------------------------------- 12/30/98 1,500 shares $3.875 - -------------------------------------------------------------------------------- 12/30/98 3,000 shares $3.750 - -------------------------------------------------------------------------------- 12/31/98 7,500 shares $3.875 - -------------------------------------------------------------------------------- 7/27/99 5,000 shares $13.50 - -------------------------------------------------------------------------------- EX-99 6 JOINT FILING AGREEMENT EXHIBIT X JOINT FILING AGREEMENT The undersigned agree, in accordance with Rule 13d-1(f) under the Securities and Exchange Act of 1934, as amended, to jointly file with the Securities and Exchange Commission Amendment No. 1 to the Schedule 13D filed on December 31, 1998 on behalf of the undersigned, and any subsequent amendments thereto. Dated: October 06, 1999 ANDLINGER CAPITAL XIII LLC By:/s/ Stephen A. Magida ------------------------------------ Name: Stephen A. Magida Title: Manager /s/ Gerhard R. Andlinger ------------------------------------ Gerhard R. Andlinger /s/ Stephen A. Magida ------------------------------------ Stephen A. Magida /s/ Charles E. Ball ------------------------------------ Charles E. Ball /s/ John P. Kehoe ------------------------------------ John P. Kehoe -----END PRIVACY-ENHANCED MESSAGE-----