-----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, NsIDTmpcC2McUX0bqM1crlY11FQfdursgMvlQj/OMRNhVE5CrDKlRVta2kX754Hu ZL35m4/mu/ys2MWuJTpy7g== 0000950135-98-000490.txt : 19980209 0000950135-98-000490.hdr.sgml : 19980209 ACCESSION NUMBER: 0000950135-98-000490 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980206 SROS: NASD 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 SEC ACT: SEC FILE NUMBER: 005-34610 FILM NUMBER: 98523129 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: BLAIS JOHN F JR CENTRAL INDEX KEY: 0001054419 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O OFC CORP STREET 2: 2 MERCER ROAD CITY: NATICK STATE: MA ZIP: 01760 SC 13D 1 JOHN F. BLAIS, JR. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* Galileo Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 363544107 -------------------------------------------- (CUSIP Number) John F. Blais, Jr. Optical Filter Corporation 2 Mercer Road, Natick, Massachusetts 01760 (508) 655-1650 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 30, 1998 ----------------------------------------------------------- (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- 1(a) 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 disclosures provided in a prior cover page. The information required on 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 SCHEDULE 13D - ---------------------------- --------------------------------------------- CUSIP No. 363544107 Page 2 of 7 Pages ------------- - ---------------------------- --------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS AND S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) John F. Blais, Jr. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] Not Applicable - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] Not Applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 868,413 Shares BENEFICIALLY ---------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON ---------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 752,987 Shares ---------------------------------------------------- 10 SHARED DIPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 868,413 Shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] Not Applicable - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Approximately 10.8 % - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN ================================================================================ *SEE INSTRUCTIONS BEFORE FILLING OUT INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 Schedule 13D Page 3 of 7 Pages John F. Blais, Jr. Item 1. Security and Issuer The class of security to which this statement relates is the common stock, par value $.01 per share ("Common Stock"), of Galileo Corporation, a Delaware corporation (the "Issuer"). The name and address of the principal executive office of the Issuer is Galileo Corporation, Galileo Park, P.O. Box 550, Sturbridge, Massachusetts 01566. Item 2. Identity and Background (a) The name of the person filing this statement is John F. Blais, Jr. (b) The business address of the person filing this statement is c/o Optical Filter Corporation, 2 Mercer Road, Natick, Massachusetts 01760. (c) The present principal occupation of the person filing this statement is President of Optical Filter Corporation, 2 Mercer Road, Natick, Massachusetts 01760. (d) The response to this item is negative. (e) The response to this item is negative. (f) Mr. Blais is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. On December 30, 1997, the Issuer, OFC Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of the Issuer ("Acquisition"), OFC Corporation, a New Hampshire corporation ("OFC"), and certain principal stockholders of OFC entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which OFC would merge with and into Acquisition (the "Merger"). In connection with the Merger, the Issuer agreed to issue and deliver 1,154,258 shares of its common stock (the "Merger Stock") and pay cash in the amount of $6,000,000 to the stockholders of OFC. For purposes of the Merger, the Merger Stock was valued at $12.129 per share. On January 30, 1998, the Merger was consummated, and the Issuer issued and delivered 1,038,832 shares of Common Stock and $5,700,000 in cash to the stockholders of OFC. As a stockholder of OFC, John F. Blais, Jr. received 752,987 shares of Common Stock on this date. Also on January 30, 1998, Galileo issued 115,426 shares of Common Stock (the "Escrow Shares") and deposited such shares and $300,000 in cash into escrow. Mr. Blais has an ownership interest in 83,665 of the Escrow Shares. Pursuant to the terms of the Merger Agreement and a related Escrow Agreement dated January 30, 1998, between the Issuer, Mr. Blais as the representative of the stockholders of OFC, and State Street Bank and Trust Company as escrow agent, the Escrow Shares and such cash may be used to indemnify the Issuer in accordance with the terms of the Merger Agreement. Until the Escrow Shares are released from escrow six months after the consummation of the Merger (assuming no claim for indemnification 4 Schedule 13D Page 4 of 7 Pages John F. Blais, Jr. is made), Mr. Blais, as the representative of the stockholders of OFC, retains the power to vote all such shares. Accordingly, Mr. Blais is the beneficial owner of 868,413 of Common Stock as of January 30, 1998. Item 4. Purpose of Transaction. Please see explanation set forth above with respect to Item 3 for the purposes of the acquisition of securities of the issuer. The reporting person has no plans or proposals which may relate to or would result in any of the matters described pursuant to the lettered subparagraphs of this item. Accordingly, the answers to Item 4 are as follows: (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. (g) Not applicable. (h) Not applicable. (i) Not applicable. (j) Not applicable Item 5. Interest in Securities of the Issuer. (a) The aggregate number and percentage of shares of Common Stock beneficially owned by John F. Blais, Jr. are 868,413 and approximately 10.8 % of the issued and outstanding shares of Common Stock as disclosed in the Issuer's Form 10-K Report for the fiscal year ended September 30, 1997. (b) Mr. Blais has the sole power to vote 868,413 shares of Common Stock. Mr. Blais has the sole power to dispose of 752,987 shares of Common Stock. (c) The only transaction in the Common Stock that was effected by Mr. Blais during the past sixty days is the transaction described in Item 3 above. (d) Not applicable. 5 Schedule 13D Page 5 of 7 Pages John F. Blais, Jr. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. In connection with the Merger Agreement referred to in Item 3 above, Mr. Blais, the Issuer and certain other parties as indicated entered into the following agreements: On December 30, 1997, the Issuer, Mr. Blais and certain other stockholders of OFC entered into a Stock Restriction and Registration Rights Agreement that provides for registration of the Merger Stock under the Securities Act of 1933. On January 30, 1998, Mr. Blais and the Issuer entered into a Standstill Agreement that provides that for a period of five years Mr. Blais will not, without prior written consent of the Issuer: (a) acquire voting stock of the Issuer; (b) deposit any shares of voting stock of the Issuer in a voting trust or subject any voting stock to any arrangement or agreement with respect to the voting thereof; (c) join or otherwise act with any third party for the purpose of acquiring, holding or disposing of voting stock of the Issuer; (d) sell or otherwise transfer to any third party Common Stock that would represent at the time of such transfer more than one percent of the Issuer's then issued and outstanding Common Stock, except for sales made in the public market in accordance with Rule 144 or pursuant to a registration statement filed by the Issuer under the Securities Act of 1933. On January 30, 1998, the Issuer, Mr. Blais as the representative of the stockholders of OFC, and State Street Bank and Trust Company as escrow agent entered into an Escrow Agreement giving Mr. Blais the power to vote the Escrow Shares until they are released from escrow. Item 7. Material to be Filed as Exhibits. Attached to this statement and filed with this statement as Exhibits are the following documents: EXHIBIT A: Agreement and Plan of Merger dated December 30, 1997 among the Issuer, OFC Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of the Issuer, OFC Corporation, a New Hampshire corporation, and certain principal stockholders of OFC named therein (filed as exhibit 2.1 to the Issuer's Form 8-K filed January 7, 1998, file no. 33-13752, and incorporated herein by reference). EXHIBIT B: Stock Restriction and Registration Rights Agreement dated December 30, 1997 between the Issuer, OFC, Mr. Blais and certain other stockholders of OFC. EXHIBIT C: Standstill Agreement dated as of January 30, 1998 between the Issuer and Mr. Blais. 6 Schedule 13D Page 6 of 7 Pages John F. Blais, Jr. EXHIBIT D: Escrow Agreement dated as of January 30, 1998 among the Issuer, Mr. Blais as the representative of the stockholders of OFC and State Street Bank and Trust Company as escrow agent. The foregoing descriptions of these Exhibits are qualified in their entirety by reference to the Exhibits themselves. 7 Schedule 13D Page 7 of 7 Pages John F. Blais, Jr. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 3, 1998 /s/ John F. Blais, Jr - ------------------------------ ----------------------------- Date John F. Blais, Jr. EX-99.B 2 STOCK RESTRICTION & REGISTRATION RIGHTS AGREEMENT 1 EXHIBIT B --------- STOCK RESTRICTION AND REGISTRATION RIGHTS AGREEMENT This Stock Restriction and Registration Rights Agreement dated as of December 30, 1997 is between Galileo Corporation (the "Company"), a Delaware corporation, and the undersigned holders (the "Holders") of shares (the "OFC Shares") of common stock and options to purchase shares of common stock (the "OFC Options") of OFC Corporation ("OFC"), a New Hampshire corporation. This Agreement is made in connection with the execution of the Agreement and Plan of Merger dated as of the date hereof (the "Merger Agreement") pursuant to which OFC will merge with and into a subsidiary of the Company (the "Merger") and the Holders will receive shares of common stock of the Company (the "Shares") in exchange for their OFC Shares and Options. The parties hereto agree as follows: SECTION 1 - REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF HOLDERS Each Holder severally represents, warrants and agrees as to itself as follows: 1.1 AUTHORITY; NO BREACH. The Holder has the legal power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by and is the valid and binding obligation of the Holder, enforceable against it in accordance with its terms, subject to general principles of equity and to bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally. The Holder has obtained all governmental and other consents and approvals required for it to execute, deliver and perform its obligations under this Agreement, and such execution, delivery and performance will not violate or constitute (or with notice or lapse of time or both would constitute) a default under any agreement, order or judgment binding upon the Holder or its property. 1.2 TITLE TO OFC SHARES. The Holder owns beneficially and of record, free and clear of any lien, encumbrance or adverse claim, the OFC Shares and Options set forth opposite the Holder's name in the Seller Disclosure Schedule delivered pursuant to the Merger Agreement. There are no shareholder agreements, voting trusts, proxies or other agreements or understandings with respect to the outstanding shares of capital stock of OFC to which the Holder is a party. 1.3 APPROVAL OF MERGER. The Holder has duly and validly approved the Merger Agreement in accordance with the New Hampshire Business Corporation Act and will not modify or rescind such approval. 1.4 CONTINUITY OF INTEREST. The Holder has no current plan or intention, and the Holder knows of no plan (written or oral) of the other Holders, to engage in any sale, exchange, transfer, pledge, or other transaction that would reduce the risk of ownership (collectively, a 2 "Sale") of any of the Shares received in the Merger. Notwithstanding the above, the Holder may engage in a Sale of any Shares released to the Holder under the terms of the Escrow Agreement referred to in Section 1.10 of the Merger Agreement (the "Escrow Agreement") without violating the representations in this Section 1.4 if, after such Sale, the aggregate fair market value (determined as of the date of the Merger) of the Shares retained by the Holders (excluding any Shares which continue to be held by the Escrow Agent under the terms of the Escrow Agreement) equals or exceeds 50 percent of the fair market value of the OFC Shares outstanding immediately prior to the Merger. For purposes of this representation, OFC Shares exchanged for cash or other property and OFC Shares exchanged for cash in lieu of fractional Shares will be treated as outstanding immediately prior to the Merger. A Sale of the Shares for purposes of this Section 1.4 includes any Sale or redemption in contemplation of, or related or pursuant to the Merger Agreement, including a Sale or redemption of OFC Shares prior to the Merger. 1.5 INVESTMENT REPRESENTATION. The Holder is acquiring the Shares for the Holder's own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing the Shares. The Holder acknowledges that the Shares are restricted securities that are unregistered; that the Holder must hold the Shares indefinitely unless they are subsequently registered under the Securities Act of 1933 (the "Securities Act") or an exemption from such registration is available; and that the registration rights provisions of this Agreement constitute the only obligation of the Company to register the Shares. 1.6 RECEIPT OF INFORMATION. The Holder acknowledges receipt of the Company's Annual Report on Form 10-K for the year ended September 30, 1997 and Proxy Statement for the 1998 annual meeting of shareholders. The Holder further acknowledges that the Holder has had the opportunity to obtain such additional information and to ask such questions as the Holder considered necessary in connection with the receipt of the Shares. 1.7 RESTRICTION ON TRANSFER. The Holder will not sell, transfer, distribute or otherwise dispose of the Shares except (i) pursuant to an effective registration statement under the Securities Act as then in effect covering the Shares and proposed distribution or (ii) upon first furnishing to the Company an opinion of counsel satisfactory to it stating that the proposed disposition is not in violation of the registration requirements of the Securities Act and such undertakings and agreements with the Company by the proposed transferee as the Company may reasonably require to ensure compliance with the Securities Act. Each certificate representing the Shares will bear a legend substantially in the following form: The shares represented by this certificate have not been registered under the Securities Act of 1933 and may not be transferred or otherwise disposed of unless and until (i) the shares are registered under the Act or (ii) an opinion of counsel satisfactory to the Issuer to the effect that registration under the Act is not required, and such undertakings as the Issuer may reasonably require to ensure compliance with the Act, are furnished The Holder understands that the certificates representing the Shares will be placed on the "stop-transfer list" maintained by the Company's transfer agent and will remain so listed so long as the restrictions imposed on the Shares under this Agreement remain in effect. - 2 - 3 SECTION 2 - REGISTRATION RIGHTS 2.1 RESALE REGISTRATION. The Company will within 30 days after the date of the closing of the Merger prepare and file a Registration Statement under the Securities Act covering the resale by each Holder of the Holder's Shares from time to time in transactions not involving an underwritten public offering and will thereafter use reasonable efforts to cause the Registration Statement to be declared effective by the Securities and Exchange Commission (the "Commission") as soon as practicable thereafter and to keep the Registration Statement continuously effective for a period of two years following the Merger or such other period as may be specified in Rule 144(k) under the Securities Act or any successor provision, but in no event after the date on which the Holder no longer holds any Shares registered under the Registration Statement. In connection with the foregoing: (a) The Company will promptly (subject to Section 2.2) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement effective for as long as such registration is required to remain effective hereunder; will cause the Prospectus to be supplemented by any required Prospectus supplement, and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and will comply with the provisions of the Securities Act applicable to it with respect to the disposition of all Shares covered by such Registration Statement during the applicable period in accordance with the intended methods of disposition by the Holders set forth in the Registration Statement or supplement to the Prospectus. (b) The Company will promptly furnish to each Holder such number of copies of the Prospectus (including each preliminary Prospectus) and any amendments or supplements thereto as the Holder may reasonably request in order to facilitate the public sale or other disposition of the Shares being sold by the Holder. (c) The Company will, on or prior to the date on which the Registration Statement is declared effective, use reasonable efforts to register or qualify the Shares covered by the Registration Statement under such securities or "blue sky" laws, if any, as may be applicable of such states of the United States as any Holder reasonably requests; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or to file any general consent to service of process. (d) The Company will promptly give notice to each Holder (i) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any state securities authority with jurisdiction for amendments and supplements to the Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (iv) of the issuance by any state securities commission or other regulatory authority with jurisdiction of any order suspending the qualification or exemption from qualification of any of the Shares under any applicable state securities or "blue sky" laws and (v) of the happening of any event which makes any statement made in the Registration Statement or related Prospectus untrue or which requires the making of any changes in the Registration Statement or Prospectus so that - 3 - 4 they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As soon as practicable following any of such events, but in any case not later than the expiration of the period for suspension of disposition of the Shares under Section 2.2, the Company will prepare and file with the Commission and furnish such supplement or amendment to such Prospectus as may be necessary so that, as thereafter deliverable to the purchasers of the Shares, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement therein, in light of the circumstances under which they were made, not misleading. 2.2 SUSPENSION PERIOD. Upon receipt of a notice under clauses (ii) through (v) of Section 2.1(d), each Holder will forthwith discontinue disposition of the Shares pursuant to the Registration Statement until the Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.1(d) or until the Holder is advised in writing by the Company that the use of the Prospectus may be resumed and has received copies of any additional or supplemental filings which are incorporated by reference in the Prospectus, and, if so directed by the Company, the Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in the Holder's possession, of the Prospectus covering the Shares current at the time of receipt of such notice; provided, however, that in no event will the period of suspension of disposition of the Shares under this Section 2.2 exceed 90 days. 2.3 REGISTRATION EXPENSES. The Company will bear all expenses incurred in connection with the registration of the Shares pursuant to this Section 2, including without limitation all printing, legal and accounting expenses incurred by the Company and all registration and filing fees imposed by the Commission, any state securities commission or the Nasdaq Stock Market or, if the common stock of the Company is not then listed on such market, the principal national securities exchange or national market system on which the common stock is then traded or quoted. Each Holder will be responsible for any brokerage commissions and taxes of any kind (including, without limitation, transfer taxes) with respect to any disposition, sale or transfer of the Holder's Shares and for any legal, accounting and other expenses incurred by the Holder. 2.4 INDEMNIFICATION. (a) INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and hold harmless, to the full extent permitted by law, each Holder, its partners, officers, directors, trustees, stockholders, employees and agents, and each person who controls such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934 (the "Exchange Act"), or is under common control with, or is controlled by, such Holders, together with the partners, officers, directors, trustees, stockholders, employees and agents of such controlling person (collectively, the "Controlling Persons"), from and against all losses, claims, damages, liabilities and expenses, including without limitation reasonable legal fees and expenses (collectively, the "Damages"), incurred by such Holder and any such Controlling Person arising out of or based upon any untrue or alleged untrue statement of material fact contained in the Registration Statement (or any amendment thereto), or any omission or alleged omission to state therein a material fact necessary to make the statements - 4 - 5 therein in light of the circumstances under which they were made not misleading, or any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or any omission or alleged omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except insofar as such Damages arise out of or are based upon any such untrue statement or omission based upon information relating to such Holder furnished in writing to the Company by such Holder specifically for use therein; provided, however, that the Company shall not be liable to any Holder under this Section 2.4(a) to the extent that any such Damages were caused by the fact that such Holder sold the Shares to a person as to whom it shall be established that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus as then amended or supplemented if, and only if (i) the Company has previously furnished copies of such amended or supplemented Prospectus to such Holder and (ii) such Damages were caused by any untrue statement or omission or alleged untrue statement or omission contained in the Prospectus so delivered which was corrected in such amended or supplemented Prospectus. (b) INDEMNIFICATION BY THE HOLDERS. Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, officers and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Holder, but only with reference to information relating to such Holder furnished in writing to the Company by such Holder specifically for use in the Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto); provided, however, that such selling Holder shall not be obligated to provide such indemnity to the extent that such Damages result from the failure of the Company to promptly amend or take action to correct or supplement the Registration Statement or Prospectus on the basis of corrected or supplemental information provided by such Holder to the Company expressly for such purpose. In no event shall the liability of any Holder of the Shares hereunder be greater in amount than the amount of the proceeds received by such Holder upon the sale of the Shares giving rise to such indemnification obligation. (c) PROCEDURE. Each party entitled to indemnification under this Section 2.4 (the "Indemnified Party") shall give prompt notice of any claim as to which indemnification may be sought to the party required to provide indemnification (the "Indemnifying Party"), provided that failure to give such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent of actual prejudice. The Indemnifying Party shall be entitled to assume the defense of any such claim with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party may participate in such defense at its own expense, provided that the Indemnifying Party will pay such expense if representation of the Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party shall, except with the consent of the Indemnified Party, agree to any settlement that does not include a release of the Indemnified Party from all liability in respect of such claim, and the Indemnified Party shall not settle such claim without the prior written consent of the Indemnifying Party. - 5 - 6 2.5 RESTRICTIONS ON SALE. In the event of an underwritten public offering for the account of the Company, upon the written request of the managing underwriter or underwriters of such offering, each Holder agrees not to effect any public sale or distribution of any securities similar to those being registered in such offering, including without limitation, through sales of the Shares pursuant to the Registration Statement, during the 21 days prior to, and during the 90- day period beginning on, the effective date of the Registration Statement relating to such offering. In the event of the delivery of such a request, the right of a Holder to sell under the Registration Statement and the obligations of the Company to keep the Registration Statement current shall be suspended for the period specified in the preceding sentence. 2.6 CERTAIN DEFINITIONS. As used in this Section 2, the following terms have the following meanings: (a) "PROSPECTUS" means the prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act), as amended or supplemented by any prospectus supplement, and by all other amendments and supplements to the prospectus, including post-effective amendments, and in each case including all material incorporated by reference or deemed to be incorporated by reference in such prospectus. (b) "REGISTRATION STATEMENT" means any registration statement of the Company that covers any of the Shares pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus, all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement. SECTION 3 - MISCELLANEOUS 3.1 AMENDMENT AND WAIVER. This Agreement may not be amended, modified or supplemented or any requirement hereunder waived, except in writing signed by the party to bound thereby. 3.2 NOTICES. All notices and other communications provided for or permitted hereunder shall be in writing and shall be deemed to have been duly given if delivered personally or sent by telecopier, registered or certified mail (return receipt requested), postage prepaid or courier to the parties at their respective addresses set forth on the signature pages hereof (or at such other address for any party as shall be specified by like notice, provided that notices of a change of address shall be effective only upon receipt thereof). All such notices and communications shall be deemed to have been received at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and on the next business day if timely delivered to a courier guaranteeing overnight delivery. 3.3 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be binding upon the successors, assigns, heirs and legal representatives of the parties. This Agreement may not be assigned by any Holder and any attempted assignment shall be void and - 6 - 7 of no effect and shall terminate all obligations of the Company hereunder with respect to such Holder. 3.4 COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute the same agreement. 3.5 HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 3.6 GOVERNING LAW. This Agreement shall be governed by the laws of Massachusetts without regard to principles of conflicts of law. [Remainder of Page Intentionally Left Blank] - 7 - 8 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date stated above. GALILEO CORPORATION By: /s/ William T. Hanley, President ---------------------------------- William T. Hanley, President Address: Galileo Park, P.O. Box 550 Sturbridge, MA 01566 HOLDERS: /s/ John F. Blais, Jr. ---------------------------------- John F. Blais, Jr. Address: ----------------------------- /s/ James F. Briggs ---------------------------------- James F. Briggs Address: ----------------------------- /s/ Robert Clark ---------------------------------- Robert Clark Address: ----------------------------- /s/ John Lucy ---------------------------------- John Lucy Address: ----------------------------- /s/ Kris Anderson ---------------------------------- Kris Anderson Address: ----------------------------- - 8 - EX-99.C 3 STANDSTILL AGREEMENT 1 EXHIBIT C --------- STANDSTILL AGREEMENT This Agreement dated as of January 30, 1998 is between Galileo Corporation (the "Company"), a Delaware corporation, and John F. Blais, Jr. ("Blais"). It is made as a condition precedent to consummation of the merger (the "Merger") of OFC Corporation ("OFC") into a subsidiary of the Company pursuant to the Agreement and Plan of Merger dated as of December 30, 1997. Blais was the controlling stockholder of OFC and will receive shares of Common Stock of the Company (the "Shares") in the Merger. The parties hereto agree as follows: 1. COVENANTS OF BLAIS. Blais agrees that for a period of five years from the date hereof, he will not, directly or indirectly, without the prior written consent of the Company: (a) acquire beneficial ownership of any securities of the Company entitled ordinarily to vote in the election of directors of the Company or any securities convertible into or exchangeable for such securities (collectively, "Voting Stock"), except by way of stock dividends or other distributions or offerings made available to holders of Voting Stock generally; authorize, announce or make a tender, exchange or other offer that would result in such an acquisition; or engage in any solicitation of proxies (within the meaning of the federal securities laws) for the purpose of obtaining stockholder approval for any transaction that would result in such an acquisition; (b) deposit any shares of Voting Stock in a voting trust or subject any Voting Stock to any arrangement or agreement with respect to the voting thereof; (c) join or otherwise act in concert with any third party, or become a member of a group, for the purpose of acquiring, holding or disposing of Voting Stock; or (d) sell or otherwise transfer to any third party any Shares that would represent at the time of such transfer (together with all prior sales to such party or any affiliate or associate of such party) more than one percent of the Company's then issued and outstanding Common Stock, except for sales made in the public market in accordance with Rule 144 or pursuant to a registration statement filed by the Company under the Securities Act of 1933, as amended. Notwithstanding the foregoing, Blais may transfer Shares to his spouse or any descendant or any trust for their benefit, provided that any such transferee shall hold the Shares subject to the terms of this Agreement and the Shares transferred shall be aggregated with all Shares held by Blais for this purpose. 2. NOTICE OF PURCHASES. Without limiting the restrictions in Section 1, Blais will notify the Company of his acquisition of any shares of Voting Stock, or rights thereto, within two days after such acquisition, regardless of whether such transaction is otherwise required to be reported under law. Such notice shall be made by telecopy and U.S. mail in accordance with Section 4. 2 3. LEGEND. Each certificate representing Shares held by Blais, and any permitted transferee thereof subject to the terms of this Agreement, shall bear the following legend: The shares represented by this certificate are subject to a Standstill Agreement dated January 30, 1998, which may be obtained upon written request from the Secretary of the Issuer. 4. NOTICES. All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in writing and may be delivered in person, by telecopy, express delivery service or U.S. mail sent first-class, certified or registered, postage prepaid, addressed to the party to be notified, at the respective addresses set forth below, or at such other address for a party as it may specify by notice to the other party: Galileo Corporation Galileo Park, P.O. Box 550 Sturbridge, MA 01566 Fax: (508) 347-2270 Attention: President with a copy to: David R. Pokross, Jr., Esq. Palmer & Dodge LLP One Beacon Street Boston, MA 02108 Fax: (617) 227-4420 John F. Blais, Jr. 362 Singletary Lane Framingham, MA 01702 with a copy to: Andrew L. Nichols, Esq. Choate, Hall & Stewart Exchange Place 53 State Street Boston, MA 02109 Fax: (617) 248-4000 - 2 - 3 5. MISCELLANEOUS. (a) AMENDMENT AND WAIVER. This Agreement may not be amended, modified or supplemented and no requirement hereunder may be waived, except in writing signed by the party to be bound thereby. (b) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be binding upon the successors, assigns, heirs and legal representatives of the parties. (c) COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute the same agreement. (d) HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (e) GOVERNING LAW. This Agreement shall be governed by the laws of Massachusetts without regard to principles of conflicts of law. IN WITNESS WHEREOF, the parties have executed this Agreement as an instrument under seal as of the date stated above. GALILEO CORPORATION By: /s/ William T. Hanley, President ---------------------------------------- William T. Hanley, President /s/ John F. Blais, Jr. -------------------------------------------- JOHN F. BLAIS, JR. - 3 - EX-99.D 4 ESCROW AGREEMENT 1 EXHIBIT D --------- ESCROW AGREEMENT This Escrow Agreement dated January 30, 1998 is among Galileo Corporation (the "Buyer"), a Delaware corporation, John F. Blais, Jr., as the representative of the shareholders and the optionholders (the "Shareholder Representative") of OFC Corporation (the "Seller"), a New Hampshire corporation, and State Street Bank and Trust Company, as escrow agent (the "Escrow Agent"). PRELIMINARY STATEMENT Pursuant to an Agreement and Plan of Merger dated as of December 30, 1997 (the "Merger Agreement") between the Buyer and the Seller, the Buyer is acquiring the Seller through the merger of the Seller into a subsidiary of the Buyer (the "Merger"). Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Merger Agreement. Pursuant to Section 1.10 of the Merger Agreement, 115,426 shares of Buyer Common Stock (the "Escrow Shares") and cash in the amount of $300,000 (the "Escrow Cash Deposit") are being deposited by the shareholders and optionholders (the "Shareholders") of the Seller hereunder to provide indemnification of the Buyer under Section 10 of the Merger Agreement. The Escrow Cash Deposit and all investments thereof and earnings thereon and any distributions on the Escrow Shares are referred to hereafter as the "Escrow Cash." The Escrow Shares and the Escrow Cash are referred to hereafter as the "Escrow Fund." A list of all Shareholders, their interests in the Escrow Shares and the Escrow Cash, and their pro rata interests in the Escrow Shares, the Escrow Cash and the Escrow Fund is attached hereto as Schedule I. The parties hereto agree as follows: 1. ESTABLISHMENT OF ESCROW; PAYMENT. (a) The Buyer has delivered to the Escrow Agent and the Escrow Agent acknowledges receipt of the Escrow Shares in the form of a single stock certificate and the Escrow Cash by wire transfer. The Escrow Fund shall be held in escrow in the name of the Escrow Agent or its nominee, subject to the terms and conditions set forth herein. Unless and until the Escrow Shares are returned to the Buyer or distributed to the Shareholder Representative pursuant to the terms of this Agreement, the Escrow Agent shall vote the Escrow Shares in accordance with the written instructions of the Shareholder Representative. (b) The payment of any amount from the Escrow Fund by the Escrow Agent hereunder, including the allocation of a portion of the Escrow Fund to a Set Aside Amount under Section 4(a), shall be made first from any Escrow Cash then available and then by transfer of Escrow Shares valued at $12.129 per share (the "Agreed Share Value"). Any distributions of Escrow Shares to the Shareholders shall be in kind. 2. INVESTMENT; TAX MATTERS. Cash held in the Escrow Fund may be invested at the written direction of the Shareholder Representative by the Escrow Agent in money market 2 mutual funds invested primarily in securities issued or guaranteed by the United States or any agency of the United States or an interest bearing demand deposit account at the Escrow Agent. Investments pursuant to such investment instructions described above shall in all instances be subject to availability (including any time-of-day requirements). In no instance shall the Escrow Agent have any obligation to provide investment advice of any kind. The Escrow Agent shall be authorized at all times and from time to time to liquidate any investment of the Escrow Fund as may be necessary to provide available cash to make any release, disbursement or payment called for under the terms of this Agreement. The Escrow Agent shall have no responsibility or liability for any losses resulting from liquidation of the Escrow Fund (such as liquidation prior to maturity). All amounts earned on the Escrow Fund, including any distributions on the Escrow Shares, shall be held as part of the Escrow Fund. The parties agree that to the extent permitted by applicable law, all amounts earned on the Escrow Fund shall be allocated to the Shareholders in accordance with their pro rata interests as set forth on Schedule I, and the Shareholders will include such amounts in their gross income for federal, state and local income tax (collectively, "income tax") purposes and pay any income tax resulting therefrom. The Shareholders shall furnish to the Escrow Agent all information necessary to enable it to comply with the reporting and backup withholding requirements of the Internal Revenue Code of 1986, as amended, including a completed Form W-8 or W-9, as applicable. 3. CLAIMS AGAINST ESCROW FUND. (a) At any time or times prior to the Expiration Date (as defined below), the Buyer may make claims against the Escrow Fund for amounts due for indemnification under Section 10 of the Merger Agreement. The Buyer shall notify the Shareholder Representative and the Escrow Agent in writing of each such claim, including a brief description of the amount and nature of such claim. Each such notice delivered to the Escrow Agent by the Buyer shall contain a representation of the Buyer to the effect that the Buyer has delivered a copy of such notice to the Shareholder Representative prior to or simultaneously with its delivery to the Escrow Agent. In the event that the amount subject to the claim is unliquidated, the Buyer shall make a good faith estimate as to the amount of the claim for purposes of determining the portion of the Escrow Fund to be withheld by the Escrow Agent if such claim is not resolved or otherwise adjudicated by the Expiration Date. If the Shareholder Representative disputes such claim, the Shareholder Representative shall give written notice thereof to the Buyer and to the Escrow Agent within thirty days after the date the Buyer's notice of claim was delivered to the Shareholder Representative, in which case the Escrow Agent shall continue to hold the Escrow Fund in accordance with the terms of this Agreement; otherwise, such claim shall be deemed to have been acknowledged to be payable from the Escrow Fund in the full amount thereof as set forth in the claim and the Escrow Agent shall pay such claim to the Buyer as soon as practicable after expiration of that thirty-day period. If the amount of the claim exceeds the aggregate value of the Escrow Fund, the Escrow Agent shall have no liability or responsibility for any deficiency. All claims paid out of the Escrow Shares shall be rounded to the nearest whole share. Under no circumstances shall the Shareholders or the Shareholder Representative have any right to substitute other property for the Escrow Shares or to change the Agreed Share Value. (b) If the Shareholder Representative gives notice to the Buyer and the Escrow Agent pursuant to Section 3(a) disputing a Buyer claim, no payment from the Escrow Fund shall be made by the Escrow Agent to the Buyer or to the Shareholders of the Set Aside Amount under Section 4(a) with respect to such claim until either (i) such disputed claim has - 2 - 3 been resolved as evidenced by a written notice executed by the Buyer and the Shareholder Representative instructing the Escrow Agent as to the distribution of such Set Aside Amount or portion thereof or (ii) such dispute shall have been adjudicated in accordance with the arbitration procedures described in Section 4(b). 4. DISPUTED CLAIMS. (a) If the Shareholder Representative disputes an indemnification claim of the Buyer as above provided and subject to Section 3, the Escrow Agent shall allocate a portion of the Escrow Fund equal to the amount of the claim as set forth in the notice of the claim (the "Set Aside Amount"). In the event the Buyer notifies the Escrow Agent in writing that it has made out-of-pocket expenditures or anticipates that it will incur legal expenses in connection with any such disputed claim with respect to which it is entitled to be indemnified under the Merger Agreement, a portion of the Escrow Fund equal to such incurred or anticipated expenditures shall also be added to and become a part of the Set Aside Amount, provided that in the event that it shall be agreed (as evidenced by a written notice executed by the Buyer and the Shareholder Representative as described in Section 3(b)) or determined through an arbitration proceeding described in Section 4(b) that the Buyer is not entitled to indemnification with respect to such claim, the Buyer shall not be entitled to such additional portion, and such additional portion shall be released from the Set Aside Amount. (b) If the Escrow Agent does not receive written notice executed by the Buyer and the Shareholder Representative within sixty days after the Shareholder Representative sends notice of such dispute to the effect that the disputed indemnification claim has been resolved (or at such earlier time as the Buyer and Shareholder Representative may agree), the indemnification claim shall be referred by the Buyer and the Shareholder Representative to an arbitrator chosen by agreement of the Shareholder Representative and the Buyer. If no agreement is reached regarding selection of the arbitrator within thirty days after written request from either party to the other, the Buyer or the Shareholder Representative may submit the matter in dispute to the American Arbitration Association, to be settled by arbitration in Boston, Massachusetts in accordance with the commercial arbitration rules of the Association. The Buyer and the Shareholder Representative agree to act in good faith to mutually select an arbitrator. The fees and expenses of any arbitration shall be borne by the Escrow Fund and the Buyer in such proportions as shall be determined by the arbitrator, or if there is no such determination, then such fees and expenses shall be borne equally by the Escrow Fund and the Buyer. The determination of the arbitrator as to the amount, if any, of the indemnification claim that is properly allowable shall be conclusive and binding upon the parties hereto and judgment may be entered thereon in any court having jurisdiction. The Escrow Agent shall make payment of such claim to the Buyer out of the Set Aside Amount and make payment of the fees and expenses of the arbitration out of the Escrow Fund, in each case as and to the extent allowed as soon as practicable following its receipt of a copy of the arbitration award determination. 5. PARTIAL RELEASE; TERMINATION. (a) On the date that is three months after the date of this Agreement or as soon as practicable thereafter, the Escrow Agent shall distribute to the Shareholder Representative for distribution to the Shareholders all Escrow Cash then held in the Escrow Fund except to the - 3 - 4 extent that such Escrow Cash has been, or is then required to be, allocated to a Set Aside Amount. (b) This Agreement shall terminate six months after the date hereof (the "Expiration Date"), provided that there are no outstanding indemnification claims as to which the Escrow Agent has received notice pursuant to Section 3 on or prior to the Expiration Date; otherwise this Agreement shall continue in effect until the resolution of all such indemnification claims. On the Expiration Date or as soon thereafter as is practicable, the Escrow Agent shall distribute to the Shareholder Representative for distribution to the Shareholders the Escrow Fund less (i) the amount of any then existing Set Aside Amounts and (ii) the amount specified in any notice of a claim delivered to the Escrow Agent on or prior to the Expiration Date with respect to which no Set Aside Amount has yet been established and the Escrow Agent has not otherwise been instructed by the Buyer and the Shareholder Representative. At such time thereafter as any remaining indemnification claim hereunder has been resolved and the Escrow Agent has received a written notice executed by the Buyer and the Shareholder Representative to that effect (or a copy of an arbitration award pursuant to Section 4(b) to that effect) and any amounts to be distributed to the Buyer in connection therewith have been so distributed, the Escrow Agent shall deliver the remaining Escrow Shares to the Buyer's transfer agent for distribution to the Shareholders in accordance with instructions from the Shareholder Representative and this Agreement shall terminate. The Buyer shall not be required to issue certificates for fractional shares in any distribution of Escrow Shares pursuant to this Agreement, but rather shall pay to the Shareholder Representative for distribution to the Shareholders an amount in cash (without interest) determined by multiplying each Shareholder's fractional interest by the Agreed Share Value. 6. THE ESCROW AGENT. (a) Notwithstanding anything herein to the contrary, the Escrow Agent shall promptly dispose of all or any part of the Escrow Shares as directed by a writing jointly signed by the Shareholder Representative and the Buyer. The reasonable fees and expenses of the Escrow Agent in connection with its execution and performance of this Agreement as set forth on Schedule II hereto shall be borne by the Buyer. The Escrow Agent shall not be liable for any act or failure to act under this Agreement, including any and all claims made against the Escrow Agent as a result of its holding the Escrow Shares in its own name, except for its own gross negligence or willful misconduct. The Escrow Agent shall not be liable for, and the Buyer shall indemnify and hold harmless the Escrow Agent and its directors, employees, officers, agents, successors and assigns against, any losses or claims (including reasonable out-of-pocket expenses) arising out of any action taken or omitted in good faith hereunder and reasonable costs of investigation and counsel fees and expenses which may be imposed on the Escrow Agent or reasonably incurred by it in connection with its acceptance of this appointment or performance of its duties hereunder. The Escrow Agent may decline to act and shall not be liable for failure to act if in doubt as to its duties under this Agreement. The Escrow Agent may act upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give any notice or instruction hereunder, reasonably believed by it to be authorized, has been duly authorized to do so. The Escrow Agent's duties shall be determined only with reference to this Agreement and applicable law and the Escrow Agent is not charged with knowledge of or - 4 - 5 any duties or responsibilities in connection with any other document or agreement, including without limitation, the Merger Agreement. (b) The Escrow Agent shall have the right at any time to resign hereunder by giving written notice of its resignation to the parties hereto, at the addresses set forth herein or at such other address as the parties shall provide, at least thirty days prior to the date specified for such resignation to take effect. In such event the Buyer shall with the approval of the Shareholder Representative, which approval shall not be unreasonably withheld, appoint a successor escrow agent within that thirty-day period; if the Buyer does not designate a successor escrow agent within such period, the Escrow Agent may appoint a successor escrow agent. Upon the effective date of such resignation, the Escrow Fund then held by the Escrow Agent hereunder shall be delivered by it to such successor escrow agent or as otherwise shall be designated in writing by the Buyer and the Shareholder Representative. (c) In the event that the Escrow Agent should at any time be confronted with inconsistent or conflicting claims or demands by the other parties hereto, the Escrow Agent shall have the right to interplead the parties in any court of competent jurisdiction and request that such court determine the respective rights of the parties with respect to this Agreement and, upon doing so, the Escrow Agent shall be released from any obligations or liability to the other parties as a consequence of any such claims or demands. (d) The Escrow Agent may execute any of its powers or responsibilities hereunder and exercise any rights hereunder, either directly or by or through its agents or attorneys. Nothing in this Agreement shall be deemed to impose upon the Escrow Agent any duty to qualify to do business or to act as fiduciary or otherwise in any jurisdiction other than The Commonwealth of Massachusetts. The Escrow Agent shall not be responsible for and shall not be under a duty to examine, inquire into or pass upon the validity, binding effect, execution or sufficiency of this Agreement or of any amendment or supplement hereto. (e) Neither the Escrow Agent nor any of its directors, officers or employees shall be liable to anyone for any error of judgment, or for any act done or step taken or omitted to be taken by it or any of its directors, officers or employees, or for any mistake of fact or law, or for anything which it, or any of its directors, officers or employees, may do or refrain from doing in connection with or in the administration of this Agreement, unless and except to the extent the same constitutes gross negligence or willful misconduct on the part of the Escrow Agent. In no event shall the Escrow Agent be liable for any indirect, punitive, special or consequential damages, or any amount of in excess of the value of the Escrow Fund (as of the date of the action or omission giving rise to liability). (f) The Escrow Agent may consult with, and obtain advice from, legal counsel (including, without limitation, in-house counsel) with respect to any question as to any of the provisions hereof or its duties hereunder, or any matter relating hereto, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Escrow Agent in good faith in accordance with the opinion and directions of such counsel. (g) The Escrow Agent shall not be deemed to have notice of any fact, claim or demand with respect hereto unless actually known by an officer charged with responsibility for - 5 - 6 administering this Agreement or unless in writing received by the Escrow Agent and making specific reference to this Agreement. (h) No provision of this Agreement shall require the Escrow Agent to expend or risk its own funds, or to take any legal or other action hereunder which might in its judgment involve it in, or require it to incur in connection with the performance of its duties hereunder, any expense or any financial liability unless it shall be furnished with indemnification acceptable to it. (i) Any permissive right of the Escrow Agent to take any action hereunder shall not be construed as duty. (j) All indemnifications contained in this Agreement shall survive the resignation or removal of the Escrow Agent, and shall survive the termination of this Agreement. (k) The Escrow Agent is not responsible for the recitals appearing in this Agreement. The recitals shall be deemed to be statements of the Buyer and the Shareholders. (l) The Escrow Agent has no responsibility for the sufficiency of this Agreement for any purpose. Without limiting the foregoing, if any security interest is referred to herein, the Escrow Agent shall have no responsibility for, and makes no representation or warranty as to, the creation, attachment or perfection of any such security interest or the sufficiency of this Agreement therefor. (m) Nothing in this Agreement shall obligate the Escrow Agent to qualify to do business or act in any jurisdiction in which it is not presently qualified to do business, or be deemed to impose upon the Escrow Agent the duties of a trustee. The duties of the Escrow Agent under this Agreement are strictly ministerial in nature. (n) In no event shall the Escrow Agent have any liability for any failure or inability of any of other party to perform or observe its duties under the Agreement, or by reason of a breach of this Agreement by any other party. In no event shall the Escrow Agent be obligated to take any action against any other party to compel performance hereunder. (o) The Escrow Agent shall in no instance be obligated to commence, prosecute or defend any legal proceedings in connection herewith. (p) Whenever the terms hereof call for any notice, payment or other action on a day which is not a business day, such payment or action may be taken, or such notice given, as the case may be, on the next succeeding business day. As used herein, "business day" shall mean any day other than a Saturday or Sunday, or any other day on which the Escrow Agent is closed for business. (q) In the event of any ambiguity or uncertainty under this Agreement, or in any notice, instruction, or other communication received by the Escrow Agent hereunder, the Escrow Agent may, in its discretion, refrain from taking action, and may retain the Escrow Fund, - 6 - 7 until and unless it receives written instruction signed by all Interested Parties which eliminates such uncertainty or ambiguity. (r) If at any time Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial administrative process which in any way relates to or affects the Escrow Fund (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the Escrow Fund), Escrow Agent is authorized to comply therewith in any manner as it or its legal counsel deems appropriate; and if the Escrow Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, Escrow Agent shall not be liable to any of the parties hereto or to any other person or entity notwithstanding that though such order, judgment, decree, writ or process may be subsequently modified, annulled, set aside, vacated, found to have been without proper jurisdiction, or otherwise determined to have been without legal force or effect. 7. SHAREHOLDER REPRESENTATIVE. (a) In the event the Shareholder Representative shall die or resign or otherwise terminate his status as such, his successor shall be Bernard A. Moisan or such other person as the Shareholder Representative may appoint. If the successor Shareholder Representative shall die or resign or otherwise terminate his status as such, his successor shall be any person appointed by such successor Shareholder Representative or, in the case of his failure to appoint a successor after a vacancy has been created, elected by the vote or written consent of a majority in interest of the Shareholders. All decisions of the Shareholder Representative shall be binding upon the Shareholders. The Shareholder Representative shall keep the Shareholders reasonably informed of his or her material decisions. (b) The Shareholder Representative is authorized to take any action deemed by him appropriate or necessary to carry out the provisions of, and to determine the rights of the Shareholders under this Agreement. The Shareholder Representative shall serve as the agent of the Shareholders for all purposes related to this Agreement, including without limitation service of process upon the Shareholders. By execution of this Agreement, the Shareholder Representative accepts and agrees to diligently discharge the duties and responsibilities of the Shareholder Representative set forth in this Agreement without compensation for his services hereunder. The authorization and designation of the Shareholder Representative under this Section 7(b) shall be binding upon the successors and assigns of each Shareholder. The Buyer and the Escrow Agent shall be entitled to rely upon such authorization and designation and shall be fully protected in dealing with the Shareholder Representative, and shall have no duty to inquire into the authority of any person reasonably believed by any of them to be the Shareholder Representative. (c) The Shareholder Representative (i) shall not be liable to any of the Shareholders for any error of judgment, or action taken or omitted in good faith, or mistake of fact or law unless caused by his own gross negligence or willful misconduct, (ii) shall be entitled to treat as genuine any letter or other document furnished to him by the Buyer, the Shareholders or the Escrow Agent and believed by him to be genuine and to have been signed and presented by the proper party or parties and (iii) shall be reimbursed from any portions of the Escrow Fund - 7 - 8 otherwise immediately deliverable to the Shareholders under the this Agreement for counsel fees and other out-of-pocket expenses incurred by the Shareholder Representative in connection with this Agreement. 8. GOVERNING LAW. This Agreement is governed by the laws of Massachusetts without regard to its conflict of law provisions, and shall inure to the benefit of and be binding upon the successors, assigns, heirs and personal representatives of the parties hereto. 9. COUNTERPARTS. This Agreement may be executed in two or more counterparts, all of which documents shall be considered one and the same document. 10. NOTICES. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed given when delivered in person, by overnight courier, by facsimile transmission (with receipt confirmed by telephone or by automatic transmission report) or two business days after being sent by registered or certified mail (postage prepaid, return receipt requested), as follows: TO THE BUYER: Galileo Corporation Galileo Park, P.O. Box 550 Sturbridge, MA 01566 Fax: (508) 347-2270 Attn: William T. Hanley, President With copies to: David R. Pokross, Jr., Esq. Palmer & Dodge LLP One Beacon Street Boston, MA 02108 Fax: (617) 227-4420 TO THE SHAREHOLDER REPRESENTATIVE: John F. Blais, Jr. OFC Corporation 2 Mercer Road Natick, MA 01760 Fax: (508) 653-0729 With copies to: Andrew L. Nichols, Esq. Choate, Hall & Stewart Exchange Place 53 State Street - 8 - 9 Boston, MA 02109 Fax: (617) 248-4000 TO ESCROW AGENT: State Street Bank and Trust Company Corporate Trust Department - 5th Floor Two International Place Boston, MA 02110 Attention: Galileo - OFC Acquisition Escrow Tel. (617) 664-5588 Fax: (617) 664-5365 Any party may by notice given in accordance with this section to the other parties designate another address or person for receipt of notices hereunder. 11. FORCE MAJEURE. The Escrow Agent shall not be responsible or liable for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, laws or governmental regulations changed or superimposed after the fact, fire, communication line failures, power failures, computer viruses, earthquakes or other disasters, or to unavailability of Federal Reserve Bank wire or telex facilities. [Remainder of Page Intentionally Left Blank] - 9 - 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the date first stated above. GALILEO CORPORATION By /s/ William T. Hanley, President ----------------------------------------- William T. Hanley, President SHAREHOLDER REPRESENTATIVE /s/ John F. Blais, Jr. -------------------------------------------- John F. Blais, Jr. STATE STREET BANK AND TRUST COMPANY, as Escrow Agent By ----------------------------------------- Title: - 10 - -----END PRIVACY-ENHANCED MESSAGE-----