EXCEL TECHNOLOGY, INC.
41 Research Way
E. Setauket, NY 11733
................................
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 20, 2007
................................
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Excel Technology, Inc. (the "Company") will be held at the offices of
Excel Technology, Inc., 41 Research Way, East Setauket, New York 11733,
on November 20, 2007, at 10:00 A.M. EST, for the following purposes:
1. To elect a Board of Directors to serve until the next Annual
Meeting of Stockholders and until their successors are duly
elected and qualified;
2. To ratify the selection of KPMG LLP to serve as independent
registered public accounting firm for the year ending December
31, 2007; and
3. To transact such other business as may properly be presented for
action at the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on September
28, 2007 as the record date for the determination of stockholders
entitled to notice of, and to vote at, the meeting or any adjournment
thereof.
Holders of a majority of the outstanding shares must be present in
person or by proxy in order for the meeting to be held. Whether or not
you plan to attend the meeting, please complete, sign, date and return
the accompanying proxy in the enclosed postage-paid envelope. If
internet or telephonic voting is available to you, voting instructions
are printed on the proxy card sent to you. The giving of such proxy will
not affect your right to revoke such proxy before it is exercised or to
vote in person should you later decide to attend the meeting.
All stockholders are cordially invited to attend the meeting.
By Order of the Board of Directors
/s/ J. Donald Hill
......................
J. Donald Hill,
Chairman of the Board
October 15, 2007
IT IS IMPORTANT THAT THE ENCLOSED PROXY FORM BE COMPLETED AND
RETURNED PROMPTLY.
TABLE OF CONTENTS
Proxy Statement 3
Proposal 1 - Election of Directors 4
Meetings and Committees of the Board of Directors 5
Executive Officers 7
Executive Compensation 7
Compensation Committee Report 10
Compensation Committee Interlocks and Insider Participation 10
Summary Compensation Table 2006 10
Grants of Plan-Based Awards 10
Employment Agreements 11
Outstanding Equity Awards at December 31, 2006 12
Option Exercises and Stock Vested 13
Non-Qualified Deferred Compensation 13
Potential Payments Upon Termination and/or Change of Control 13
Director Compensation 16
Certain Relationships and Related Transactions 16
Security Ownership of Certain Beneficial Owners and Management 17
Audit Committee Report 18
Proposal 2 - Ratification of Appointment of Auditors 18
Section 16(a) Beneficial Ownership Reporting Compliance 19
Stockholder Communications and Proposals 19
Code of Ethics 19
Mailings to Stockholders 19
Other Matters 20
EXCEL TECHNOLOGY, INC.
41 Research Way
E. Setauket, NY 11733
................................
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD NOVEMBER 20, 2007
................................
SOLICITATION AND REVOCATION OF PROXIES
This statement is furnished in connection with the solicitation by
the Board of Directors of Excel Technology, Inc., a Delaware corporation
(the "Company"), of proxies to be voted at the Annual Meeting of the
Stockholders of the Company to be held on November 20, 2007, at 10:00
A.M. EST, at the offices of the Company, 41 Research Way, East Setauket,
New York 11733 and any adjournments thereof (the "Meeting").
A form of proxy is enclosed for use at the Meeting. The proxy may
be revoked by a stockholder at any time before it is voted by execution
of a proxy bearing a later date or by written notice to the Corporate
Secretary before the Meeting, and any stockholder present at the Meeting
may revoke his proxy thereat and vote in person if he so desires. When
such proxy is properly executed and returned, the shares it represents
will be voted at the Meeting in accordance with any instructions noted
thereon. If no direction is indicated, all shares represented by valid
proxies received pursuant to this solicitation (and not revoked prior to
exercise) will be voted by the person named in the form of proxy (i) FOR
the election of the nominees for directors named herein, (ii) FOR the
ratification of the appointment of KPMG LLP as the Company's independent
registered public accounting firm for the year ending December 31, 2007,
(iii) in accordance with the judgment of the persons named in the proxy
as to such other matters as may properly come before the Meeting.
The cost of soliciting proxies on behalf of the Board of Directors
will be borne by the Company. In addition to solicitation by mail,
proxies may be solicited by directors, officers or regular employees of
the Company (who will receive no extra compensation for these services)
in person or by telephone or telefax. The Company may also request
brokerage houses, custodians, nominees and fiduciaries to forward these
proxy materials to the beneficial owners of the Company's common stock
(the "Common Stock"), and will reimburse such holders for their
reasonable expenses in connection therewith. The approximate date of
mailing of this proxy statement is October 15, 2007.
Only stockholders of record at the close of business on September
28, 2007 (the "Record Date") will be entitled to notice of, and to vote
at, the Meeting. At the close of business on the Record Date, there were
11,616,606 shares of Common Stock issued and outstanding. Each share of
Common Stock entitles the holder thereof to one vote. The holders of a
majority of the shares of Common Stock outstanding on the Record Date and
entitled to vote at the Meeting, present in person or by proxy, will
constitute a quorum for the transaction of business at the Meeting.
Abstentions and broker non-votes each shall be included as shares present
and voting for purposes of determining whether a quorum is present at the
Meeting. Each vote shall be tabulated separately. Abstentions shall be
counted as votes present and entitled to be cast for purposes of
determining whether a proposal has been approved. As a result, they will
have the same effect as a vote against a proposal. Broker non-votes, if
any, will be treated as not present or represented for purposes of
determining whether stockholder approval of the matter has been obtained.
Accordingly, a broker non-vote will not affect the outcome of the voting
on any proposal. Other than the election of directors, which requires a
plurality of the votes entitled to be cast by holders of shares
represented in person or by proxy at the Meeting, each matter submitted
to the stockholders requires the affirmative vote of a majority of the
votes entitled to be cast by holders of shares represented in person or
by proxy at the Meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
Five persons, all of whom are members of the present Board of
Directors, are nominees for election to hold office until the next Annual
Meeting of Stockholders and until their respective successors are elected
and qualified. Unless otherwise instructed, the proxy holders will vote
the proxies received by them for the election of the five nominees named
below. If any nominee should refuse or be unable to serve, the shares
represented by the proxies will be voted for any nominee as shall be
designated by the Board of Directors to replace any such nominee. Each
of the nominees named herein has consented to serve as a director if
elected. Set forth below are the name, age and position of each director
of Excel Technology, Inc., as of October 15, 2007
REQUIRED VOTE
Approval of the nominees for election to the Board of Directors
requires the affirmative vote of the holders of a plurality of the
outstanding shares of the Company's Common Stock present at the Annual
Meeting in person or by proxy and entitled to vote.
The Board of Directors recommends that the stockholders vote FOR the
election of all nominees to the Board of Directors listed below.
Name Age Position
..................... ... ....................................
J. Donald Hill 75 Chairman of the Board of Directors
Antoine Dominic 46 Chief Executive Officer, President,
Chief Operating Officer & Director
Steven Georgiev (1) 73 Director
Ira J. Lamel (1) 60 Director
Donald E. Weeden (1) 77 Director
(1) Member of the Audit, Compensation and Nominating Committees.
The following information is submitted based upon information
received by the Company from such persons:
Mr. Hill has been Chairman of the Board of Directors since January
1996. He served as Chief Executive Officer of the Company from January
1996 to October 2000, President of the Company from August 1994 until
February 1998, and Chief Financial Officer of the Company from January
1994 until March 1995. In addition, he was President of Quantronix
Corporation ("Quantronix"), a subsidiary of the Company, from November
1992 until January 1996, and was a business consultant to Quantronix from
February 1992 to November 1992. From January 1991 to October 1991, Mr.
Hill was Chief Executive Officer of Medstone International, Inc., a
company engaged in the manufacture, marketing and sale of shock wave
therapy devices. From 1988 to 1990, he was Director of Corporate Finance
at Weeden & Co., an investment firm and member of the New York Stock
Exchange. Mr. Hill served as Vice Chairman of First Affiliated
Securities, Inc. from 1978 to 1988, and from 1966 to 1977 he was a
General Partner of Loeb, Rhoades & Company.
Mr. Dominic has been Chief Executive Officer since October 2000 and
President and Chief Operating Officer of the Company since February 1998.
He served as Chief Financial Officer of the Company from March 1995 until
December 26, 2004 and as a director of the Company from January 1996
through April 2004 and from December 2006 to present. In addition, Mr.
Dominic served as President of Quantronix from January 1996 until October
2000. From June 1992 to January 1995, Mr. Dominic was Executive Vice
President, Chief Financial Officer and Director of CompuDyne Corporation,
a manufacturer of data acquisition equipment and access control systems,
and Corcap Inc., a holding company (both are related publicly-held
companies). From March 1990 to June 1992, Mr. Dominic was the Chief
Financial Officer for CompuDyne Corporation and Corcap, Inc. From August
1987 to March 1990, Mr. Dominic was Chief Financial Officer of Quanta
Systems Corporation, a division of CompuDyne Corporation. Mr. Dominic
holds a B.S. in accounting, an M.B.A., and is a non-practicing CPA.
Mr. Georgiev has been a director of the Company since December 1991.
From 1993 to 1997, he served as Chairman and CEO of Palomar Medical
Technologies, Inc. ("Palomar"), a biotechnology company. Since 1988, he
has acted as a business and management consultant to several high
technology companies, including EG&G, Inc., Cybernetics Products, Inc.,
Camber, Inc., Dynatrend, Inc. and Palomar. From 1972 to 1975, and later
from 1978 to 1988, Mr. Georgiev was Chairman, President and Treasurer of
Dynatrend, Inc., which specialize in providing engineering and program
management services primarily to the United States Government. From 1961
to 1972, and later from 1975 to 1978, Mr. Georgiev held a variety of
positions with Avco Systems, a high technology aerospace business,
including Project Director - Missile Systems; Director of Engineering;
Director of Advanced Programs; and Vice President - Marketing and
Planning. Since 1980, Mr. Georgiev also has been involved in the start-
up and subsequent development of several companies. Mr. Georgiev has a
B.S. degree in engineering physics and an M.S. degree in management.
Mr. Lamel has been a director of the Company since April 2004. He
has been Executive Vice President, Chief Financial Officer and Treasurer
of Hain Celestial Group since October 2001, and he has served as
Corporate Secretary since January 2003. From June 1973 to September
2001, Mr. Lamel, a certified public accountant, was at Ernst & Young LLP
where he served in various capacities including partner. Ernst & Young
LLP served as the Company's independent registered public accounting firm
for the year ended December 31, 2000, and Mr. Lamel directed the
Company's audit that year. In addition, Mr. Lamel currently serves as
director of Harvey Electronics, Inc., a publicly held company engaged in
the retail sale, service and custom installation of audio, video and home
theater equipment.
Mr. Weeden has been a director of the Company since May 2003. Since
1987, Mr. Weeden has been Chairman of Weeden Securities Corporation, the
General Partner of Weeden & Co., L.P., a New York Stock Exchange member
firm, and a member of the National Association of Securities Dealers.
Over the years, Mr. Weeden has participated as an early venture investor
in a number of companies involved in the semiconductor industry. Mr.
Weeden graduated from Stanford University with a B.A. in economics.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Board Meetings
The Board held nineteen meetings during the year ended December 31,
2006. Each director (during the period in which he was a director)
attended at least 75% of the total number of Board meetings and meetings
of all committees on which he served. Although the Company does not have
a formal policy regarding attendance by the Board of Directors at the
Company's Annual Meeting of Stockholders, it strongly encourages
directors to attend. All except one of the members of the Company's
current Board of Directors attended last year's Annual Meeting of
Stockholders.
Board Committees
Audit Committee. The Board of Directors has an Audit Committee
which operates under a written charter adopted by the Board of Directors.
The Audit Committee held four meetings during the year ended December 31,
2006. The Audit Committee is comprised of Messrs. Georgiev, Lamel, and
Weeden. Mr. Georgiev, Mr. Weeden and Mr. Lamel are "independent
directors" as defined under NASDAQ rules. Mr. Lamel serves as the
Chairman of the Audit Committee. Mr. Georgiev and Mr. Lamel are
qualified as audit committee financial experts within the meaning of the
SEC regulations. The Audit Committee assists the Board with its
oversight responsibilities regarding the integrity of our financial
statements, our compliance with legal and regulatory requirements, the
independent registered public accounting firm's qualifications,
independence and performance. The Audit Committee is also directly
responsible for the appointment, compensation, retention and oversight of
work of the independent registered public accounting firm, who reports
directly to the Audit Committee. The Audit Committee meets alone with
our independent registered public accounting firm, which has free access
to the Audit Committee. A copy of the Audit Committee Charter can be
found on the Company's website at www.exceltechinc.com.
Compensation Committee. The Compensation Committee consists of
Messrs. Georgiev, Lamel and Weeden, each determined by the Board to be
"independent". Mr. Georgiev serves as the Chairman of the Compensation
Committee. During 2006, the Compensation Committee met four times. The
Compensation Committee assists the Board in discharging its
responsibilities relating to the compensation of our executives and
members of the Board. In consultation with management and the Board,
the Compensation Committee designs, recommends to the Board for approval
and evaluates employment, severance and change of control agreements with
executive officers. The Compensation Committee ensures that compensation
programs are designed to encourage high performance, promote
accountability and align employee interests with the Company's strategic
goals and with the interests of our shareholders. All members of the
Compensation Committee attended at least 75 percent of the meetings of
the Compensation Committee in 2006. The Company does not have a
Compensation Committee Charter.
Nominating Committee. On September 25, 2006, the Board of
Directors formed a Nominating Committee consisting of Messrs. Georgiev,
Lamel and Weeden. Mr. Weeden serves as the Chairman of the Nominating
Committee. The current nominees for the Board of Directors were
recommended to the Board of Directors by the Nominating Committee, which
had two meetings during 2006. A copy of the Nominating Committee charter
can be found on the Company's website at www.exceltechinc.com.
The Nominating Committee is responsible for (1) reviewing
suggestions of candidates for director made by directors and others; (2)
identifying individuals qualified to become Board members; and (3)
recommending to the Board the Director nominees for the next annual
meeting of stockholders. There is no difference in the manner in which a
nominee is evaluated based on whether the nominee is recommended by a
stockholder or otherwise.
The Company does not have a formal policy concerning stockholder
recommendations of nominees to the Board of Directors. The need for such
a policy has not arisen since, to date, the Company has not received any
recommendations from stockholders requesting that the Nominating
Committee consider a candidate for inclusion among the Board's slate of
nominees in the Company's proxy statement. The absence of such a policy
does not mean, however, that a recommendation would not have been
considered had one been received. The Company will consider director
candidates recommended by stockholders. Any stockholder desiring to
make such a recommendation should send the recommendation, in writing, to
the Corporate Secretary at the address of the Company set forth on the
first page of this Proxy Statement, no later than the date by which
stockholder proposals for action must be submitted. The recommendation
should include the recommended candidate's biographical data, and should
be accompanied by the candidate's written consent to nomination and to
serving as a director, if elected.
The Company's goal is to assemble a Board of Directors that brings
to the Company a variety of perspectives and skills derived from business
and professional experience. The Company does not have any formal rules
or policies regarding minimum qualifications for nominees, but expects
that its candidates be of the highest ethical character, share the values
of the Company, have reputations, both personal and professional,
consistent with the image and reputation of the Company, be highly
accomplished in their respective field, and possess the relevant
expertise and experience necessary to assist the Board and the Company to
increase stockholder value.
The Nominating Committee identifies nominees by first evaluating the
current members of the Board of Directors willing to continue in service.
Current members of the Board with skills and experience that are
relevant to the Company's business and who are willing to continue in
service are considered for re-nomination, balancing the value of
continuity of service by existing members of the Board with that of
obtaining a new perspective. If any member of the Board does not wish to
continue in service or if the Nominating Committee decides not to re-
nominate a member for re-election, the Nominating Committee will seek to
identify nominees that possess the characteristics outlined above.
Current members of the Board of Directors are polled for suggestions.
Research also may be performed to identify qualified individuals. To
date, the Company has not engaged third parties to identify, evaluate, or
assist in identifying potential nominees, although the Company reserves
the right in the future to retain a third party search firm, if
necessary.
In evaluating director nominees, the Nominating Committee may
consider the following factors:
- the appropriate size and the diversity of the Company's Board of
Directors;
- the needs of the Company with respect to the particular talents
and experience of its directors;
- the knowledge, skills and experience of nominees, including
experience in technology, business, or finance, in light of
prevailing business conditions and the knowledge, skills and
experience already possessed by other members of the Board;
- familiarity with national and international business matters;
- experience with accounting rules and practices; and
- the need to satisfy governance and other standards set by the SEC
and NASDAQ.
The Nominating Committee may also consider such other factors as it
may deem to be in the best interests of the Company and its stockholders.
EXECUTIVE OFFICERS
The Company's executive officers are listed in the table below.
Information concerning such employees who are not also a nominee as a
director of the Company follows the table.
Name Age Position
............... ... ...................................
Antoine Dominic 46 Chief Executive Officer, President,
Chief Operating Officer
Alice Varisano 54 Chief Financial Officer
Alice Varisano, a certified public accountant, has been the Chief
Financial Officer since December 27, 2004. From 1987 through 2004 she
was a principal at Ernst & Young LLP where she coordinated services for
many multinational public companies. Ms. Varisano holds a B.S. in
Accounting and M.S. in Taxation.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The Compensation Committee
The Compensation Committee of the Excel Board (the "Compensation
Committee") reviews and determines the compensation to be paid to the
Company's named executive officers, which also includes the
implementation and administration of Excel's stock plans, cash bonus
plans and similar programs.
The Compensation Committee works directly with the compensation and
benefits professionals in Excel's human resources organization, who
evaluate and present the Committee with information gathered from public
sources for officers at other public companies. The Committee ensures
that the total compensation paid to the named executive officers is fair,
reasonable and competitive. Generally, the types of compensation and
benefits provided to the named executive officers are similar to those
provided to executive officers at other public companies.
The Committee also considers the performance of the Company's named
executive officers on an individual basis before determining the
compensation arrangement for each of them. Since members of our
Compensation Committee also serve as members of our Audit Committee these
members have frequent interaction with and open access to these officers,
and considerable opportunity to evaluate the performance of the named
executive officers of the Company.
All members of the Company's Compensation Committee are independent
(as independence is currently defined in Rule 4200(a)(15) of the NASDAQ
listing standards).
The individuals who served as the Company's Chief Executive Officer
and Chief Financial Officer during fiscal 2006 are referred to as the
"named executive officers".
Compensation Philosophy and Objectives
The Committee believes that the most effective executive
compensation program is one that is designed to reward the achievement of
specific quarterly, long-term and strategic goals by the Company, and
which aligns the named executive officers' interests with those of the
stockholders. The Committee evaluates both performance and compensation
to ensure that the Company maintains its ability to attract and retain
superior employees in key positions and that compensation provided to key
employees remains competitive relative to the compensation paid to
executives in similar positions in peer companies. To that end, the
Committee believes executive compensation packages provided by the
Company to it's named executive officers, should include both cash and
stock-based compensation that reward performance as measured against
established goals.
Components of Executive Compensation Program
The primary elements of the Company's executive compensation program
are:
- Base salary
- Performance Cash Bonus
- Cash Bonus
- Equity-Based Compensation
- Defined Contribution Pension
- Deferred Compensation
- Other benefits
- Perquisites
Each year, the Committee reviews each named executive officer's
total compensation and compares it with market data for similar positions
at other public companies, market data and other relevant sources.
1. Base Compensation
The Committee typically reviews and determines the base salaries of
all named executive officers in January of each year. As described
above, the Committee reviews compensation paid to executives in similar
positions at other public companies. In addition the Committee takes
into account the scope of responsibilities, experience, performance
rating and internal equity within the Company. Base salaries may be
adjusted upward or downward at the Committee's discretion.
The salaries the Company paid to the CEO and CFO during fiscal 2006
are shown in the Summary Compensation Table on page 10.
2. Non-Equity Incentive Plan
As part of Excel's compensation program and in order to maintain an
appropriate incentive program, the Company's named executive officers are
eligible for cash compensation under the terms of the Company's Incentive
Compensation Plan for Key Executives (the "Non-Equity Incentive Plan").
At the beginning of each quarter, the Committee reviews and determines
the goals applicable to each Participant, the terms and conditions of
each Award under the "Non-Equity Incentive Plan", and the amount that
each Participant shall have the opportunity to receive under the Award
based upon the actual level of goals attained measured against the
objective goal or goals. The entitlement of the named executive officer
to payment under an Award is contingent upon attainment the objective
non-equity incentive goals established by the Committee.
The bonuses the Company paid to the CEO and CFO during fiscal 2006
are shown in the Summary Compensation Table on page 10.
3. Cash Bonus
As part of Excel's compensation program and in order to maintain an
appropriate incentive program based on performance, the Company's named
executive officers are eligible for cash bonuses. The CEO's bonuses,
except under unusual situations, for example, the sign- on bonus paid
during 2006 during the renewal of his contract, is covered under the
Company's Non-Equity Incentive Plan. The CFO's bonus reflects the belief
that a significant portion of the compensation should be in the form of
variable compensation linked to performance. The CFO's cash bonus is
determined by the CEO and is discussed with the Compensation Committee.
4. Equity-Based Compensation
The Company's equity-based compensation program rewards the
Company's named executive officers for Company performance over a period
of more than one fiscal year. The Committee believes that equity-based
compensation performs an essential role in retaining and motivating named
executive officers and that, by providing them with long-term incentives,
their decisions affecting the operation of the business will be aimed at
maximizing stockholder value. The Compensation Committee reviews and
determines the performance goals applicable to each Participant, and the
terms and conditions of each Award under the Stock Option/Stock Issuance
Plan.
Due to a pending merger with Coherent, Inc. during most of 2006, no
long-term equity-based incentive awards were granted in 2006.
5. Defined Contribution Pension Plans
The Company maintains a tax qualified defined contribution plan for
the benefit of all its employees. Named executive officers participate
in this plan on the same basis as all other employees. This plan
provides for Company matching contributions of 50% of the first six
percent of compensation up to the maximum amount allowed under the
Internal Revenue Code.
6. Deferred Compensation
The Company's Chief Executive Officer is entitled to participate in
the Company's 409A Nonqualified Deferred Compensation Plan (the "Deferred
Compensation Plan"). Pursuant to the Deferred Compensation Plan, the
participant may elect to defer up to $31,250 on a quarterly basis.
7. Other Benefits
The Company maintains medical, disability, and life insurance for
all of its employees, as well as customary vacation, leave of absence,
and other similar policies. Other than the vacation policy, named
executive officers are eligible to participate in these programs on the
same basis as the rest of the Company's employees. For purposes of the
vacation policy, the named executive officers receive four weeks vacation
annually irrespective of service.
8. Perquisites
The Company provides its named executive officers with perquisites
that we believe are reasonable, competitive and consistent with the
Company's overall executive compensation program. We believe that our
perquisites help us to retain the best leaders and allow them to operate
more effectively. These perquisites include: use of a Company car and
reimbursement for insurance premiums. Neither of the named executive
officers receive any additional compensation to reimburse them for any
income tax liability that may arise and become due and payable as a
result of their receipt of these items. The Company does not pay any
additional cash compensation to named executive officers to reimburse
them for any income taxes that become due and payable in connection with
equity awards, including any taxes that become due as a result of the
exercise or vesting of such awards.
Accounting and Tax Implications of Executive Compensation
Current federal tax law imposes an annual individual limit of $1
million on the deductibility of the Company's compensation payments to
the CEO and its four other most highly compensated executive officers.
Performance-based compensation that satisfies the conditions of Section
162(m) of the Internal Revenue Code of 1986, as amended ("Section
162(m)") is excluded for purposes of this limitation. In designing
compensation arrangements, the Committee seeks to mitigate the expense
and dilution related to such arrangements and to ensure, to the maximum
extent practicable, the deductibility of all compensation payments
pursuant to Section 162(m).
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed with
management the Company's Compensation Discussion and Analysis required by
Item 402(b) of Regulation S-K promulgated by the SEC. Based on such
review and discussions, the Committee recommended to the Board, and the
Board approved, the inclusion of the Compensation Discussion and Analysis
in the Company's Annual Report on Form 10-K for the year ended December
31, 2006, for filing with the SEC.
Steven Georgiev
Donald Weeden
Ira Lamel
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Management compensation for 2006 was determined by the Compensation
Committee. None of these outside directors was at any time during 2006
or at any other time an officer or employee of the Company, and none of
them had any relationship with the Company requiring disclosure under SEC
rules.
SUMMARY COMPENSATION TABLE 2006
The following table shows compensation information for our Chief
Executive Officer and our Chief Financial Officer as of the end of our
last fiscal year.
Name and Principal Non-Equity All Other Total
Position Year Salary Bonus Incentive Plan Compensation Compensation
.................... .... ........ ............. ............... ............... ............
Antoine Dominic 2006 $625,000 $280,000 <F1> $3,147,594 <F2> $1,620,890 <F3> $5,673,484
Alice Varisano 2006 $275,769 $141,000 0 $48,067 <F4> $464,836
<F1> The Company paid a retention bonus to Mr. Dominic of $280,000.
<F2> Represents cash awards earned under the "Non-Equity Incentive Plan", the provisions of which are described
on page 8. The Compensation Committee factored into the bonus that Mr. Dominic did not receive any equity
awards since February 7, 2005 due to the proposed merger with Coherent, Inc. precluding the issuance of any
equity awards.
<F3> Amount includes deferred compensation of $1,375,000. The deferred compensation amount was determined based
upon $125,000 per year of service. The deferred compensation has been funded in a Rabbi Trust and is subject
to the general creditors of the Company. Also included is an amount related to accrued vacation and personal
time paid during 2006.
<F4> Amount relates to accrued vacation and personal time paid during 2006.
</FN>
GRANTS OF PLAN-BASED AWARDS
There were no grants of Plan-Based Awards to Named Executive
Officers in fiscal 2006.
EMPLOYMENT AGREEMENTS
In October 2006, the Company entered into a two-year employment
agreement with Antoine Dominic, which automatically renews for additional
one-year periods unless employment is terminated as provided in the
agreement. Pursuant to such agreement, Mr. Dominic's base salary is
subject to annual review and was increased to $625,000 retroactive to
January 1, 2006. Mr. Dominic is eligible to receive bonus compensation
in accordance with the Company's Non-Equity Incentive Plan. The
agreement provides that in the event the Company terminates Mr. Dominic's
employment without cause or the employee terminates for Good Reason, he
is entitled to a lump sum payment equal to (i) two times the Employee's
Base Salary plus (ii) an amount equal to the sum of the bonuses paid or
payable by the Company for each of the performance periods ending with
the two calendar years immediately preceding the calendar year of
termination of the Employee's employment. In the event of a Change of
Control the employee shall be entitled to a payment equal to the product
of (A) 2.99 and (B) the Employee's "annualized includible compensation",
plus a gross-up of any excise tax payable by him with respect to any
portion of such payment constituting an excess parachute payment under
Section 280G of the Internal Revenue Code. The employee is entitled to a
deferred compensation benefit based upon the employee's years of
service.
In December 2004, the Company entered into a four-year employment
agreement with Alice Varisano. The agreement provides for a base salary
of $275,000, a non-accountable expense allowance of $25,000, and a yearly
bonus as determined by the Board which bonus shall not be less than
$50,000. Base salary was increased to $290,000 on August 4, 2006. The
Agreement also provides that (a) in the event the Company terminates Ms.
Varisano's employment without cause or if she resigns for Good Reason (as
defined in the employment agreement), she is entitled to receive a
severance payment equal to one year of compensation (including base
salary, expense allowance and minimum bonus),and (b) if her employment is
terminated due to a Change in Control (as defined in the employment
agreement), she is entitled to receive (i) a severance payment equal to
two years compensation (including base salary, expense allowance and
minimum bonus), and (ii) a payment of $300,000, plus a gross-up of any
excise tax payable by her with respect to any portion of such payment
constituting an excess parachute payment under Section 280G of the
Internal Revenue Code.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2006
The following table provides information related to outstanding
equity awards for each of the named executive officers as of December 31,
2006.
OPTION AWARDS STOCK AWARDS
................................................................ ...............................................
Equity
Equity Equity Incentive Plan
Incentive Incentive Awards: Market
Number of Plan Plan Awards: or Payout
Securities Awards: Market Number of Value of
Number of Underlying Number of Number of Value of Unearned Unearned
Securities Unexer- Securities Shares Shares or Shares, Units Shares, Units
Underlying cised Underlying or Units Units of or Other or Other
Unexercised Option Options(#) Unexercised Option Option that Have Stock that Rights that Rights that
Options(#) Grant Unexer- Unearned Exercise Expiration Not Have Not Have Not Have Not
Name Exercisable Date cisable Options(#) Price($) Date Vested Vested($) Vested(#) Vested($)
.... ........... ....... ........ .......... ........ ........ ...... ......... ......... .........
Antoine Dominic 77,750 3/21/00 0 0 $24.63 3/21/10 0 0 0 0
10,000 5/30/00 0 0 $29.00 5/30/10 0 0 0 0
10,000 4/16/01 0 0 $19.71 4/16/11 0 0 0 0
162,042 2/15/02 0 0 $15.15 2/15/12 0 0 0 0
10,000 2/15/02 0 0 $15.15 2/15/12 0 0 0 0
20,000 4/16/04 0 0 $34.68 4/26/14 0 0 0 0
200,000 2/07/05 0 0 $22.59 2/07/15 0 0 0 0
Alice Varisano 40,000 12/27/04 0 0 $26.51 12/27/14 0 0 0 0
OPTION EXERCISES AND STOCK VESTED
There were no options exercised by, or stock awards made to or
vesting in the named executive officers during fiscal 2006.
NON-QUALIFIED DEFERRED COMPENSATION
The following table provides information related to deferral of
compensation on a nonqualified basis during 2006.
Executive Registrant Aggregate Aggregate Aggregate
Name Contributions Contributions Earnings Withdrawals Balance
................ ............. ............. ......... ........... ...........
Antoine Dominic 0 $1,375,000 0 0 $1,375,000
The non-qualified deferred compensation plans allows the participant
to defer up to $31,250 quarterly. The non-qualified deferred
compensation plan has been funded in a Rabbi Trust and the assets held
therein are subject to the general creditors of the Company. The
earnings on the plan are calculated based upon the actual earnings of
certain bonds and bond funds that the trustee has selected. The Plan
allows for a payout, withdrawals and other distributions to comply with
the rules under Internal Revenue Code 409A.
POTENTIAL PAYMENTS UPON TERMINATION AND/OR CHANGE OF CONTROL
Payments Made Upon Termination
Regardless of the manner in which the named executive officer's
employment terminates, he or she may be entitled to receive amounts
earned during his or her term of employment. Such amounts include:
- Performance cash bonus earned during the fiscal year;
- Amounts contributed under the Non Qualified Deferred Compensation
Plan
- Unused vacation pay;
Payments Made Upon Death or Disability
In the event of death or disability of a named executive officer, in
addition to the benefits listed under the headings "Payments Made Upon
Termination" above, the named executive officer will receive benefits
under the Company's disability plan or payments under the Company's life
insurance plan, as appropriate.
Payments Made Upon Termination without Cause or Named Executive Officer
Leaves for Good Reason
In the event that the Company terminates the named executive
officer's employment without Cause or the Employee leaves the employ of
the Company for Good Reason, in addition to the benefits listed under the
heading "Payments Made Upon Termination" above, the CEO shall be entitled
to a lump sum payment equal to two times Base Salary and an amount equal
to the sum of the bonuses paid or payable by the Company for each of the
performance periods ending with the two calendar years immediately
preceding the calendar year of termination, and the CFO shall be entitled
to a lump sum payment equal to one times her base salary and an amount
equal to the sum of the minimum yearly bonus plus expense allowance.
Payments Made Upon a Change of Control
The Company has entered into an employment contract with Chief
Executive Officer. Pursuant to this agreement, if there is a change of
control, whether or not the CEO is terminated or leaves the employ of the
Company,
The Chief Executive Officer will receive:
- a payment equal to the product of 2.99 and his annualized
includible compensation as defined under
the Internal Revenue Code Section 280G and the regulations
thereunder for the period consisting of
the most recent five (5) taxable years ending before the Change
of Control
- medical and dental benefits for a period of 60 months following
the Change of Control
- an amount equal to the gross up of excise tax charged to the
named executive officer as a result of
the receipt of any change of control payments;
and all stock options or restricted stock will automatically vest.
The Company has entered into an employment contract with the Chief
Financial Officer. Pursuant to this agreement, if there is a change of
control,
The Chief Financial Officer will receive:
- A payment of $300,000 plus a payment equal to two years of
compensation (which includes base salary, expense reimbursement
and minimum bonus)
- An amount equal to the gross up of excise tax charged to the
named executive officer as a result of the receipt of any
change of control payments
and all stock options or restricted stock will automatically vest.
The tables below reflect the amount of compensation payable to each
of the named executive officers of the Company in the event of voluntary
termination, for cause termination, early retirement, disability, death,
termination without cause or with Good Reason, termination without cause
or with good reason with a change of control and when there is just a
change of control. The amounts shown assume that such event was
effective as of December 31, 2006, and thus includes amounts earned
through such time and are estimates of the amounts which would be paid
out to the named executive. The actual amounts to be paid can only be
determined at the time of such named executive's separation from the
Company.
Antoine Dominic, CEO
The following table shows the potential payments upon termination
and/or a change of control of the Company for Antoine Dominic, the
Company's Chief Executive Officer, Chief Operating Officer and President.
Termination
Without
Voluntary/ Cause or
For Cause Termination With Good
Executive Benefit Termination/ Without Cause Reason
Payments Upon Early or With Good With Change Change
Certain Events Retirement Disability Death Reason Of Control of Control
.................. ............ .......... .......... ............. ........... ..........
Compensation:
Incentive Compensation $1,400,000 $1,400,000 $1,400,000 $1,400,000 $1,400,000 $1,400,000
Termination Payment 0 0 0 $3,506,264 $3,506,264 0
Stock Options
(unvested and accelerated) 0 0 0 0 0 0
Performance Shares
(unvested and accelerated) 0 0 0 0 0 0
Benefits & Perquisites:
Health & Welfare <F1> 0 $27,516 0 $27,516 $27,516 $27,516
Disability Income <F2> 0 $2,492,442 0 0 0 0
Life Insurance <F3> 0 0 $500,000 0 0 0
Excise Tax & Gross up 0 0 0 0 $3,713,882 0
Change of Control 0 0 0 0 $5,478,364 $5,478,364
Accrued Vacation $8,010 $8,010 $8,010 $8,010 $8,010 0
<F1> Reflects the estimated lump-sum present value of future premiums Mr. Dominic would be entitled to receive
under the Company's health and welfare benefit for 5 years.
<F2> Reflects the estimated lump-sum present value of all future payments, which Mr. Dominic would be entitled
to received under the Company's disability program. Mr. Dominic would be entitled to receive such benefits
until he reaches age 65.
<F3> Reflects the cash surrender value payable to Mr. Dominic's beneficiaries upon his death.
</FN>
Alice Varisano
The following table shows the potential payments upon termination
and/or a change of control of the Company for Alice Varisano, the
Company's Chief Financial Officer.
Termination
Without
Voluntary/ Cause or
For Cause Termination With Good
Executive Benefit Termination/ Without Cause Reason
Payments Upon Early or With Good With Change Change
Certain Events Retirement Disability Death Reason Of Control of Control
.................. ............ .......... .......... ............. ........... ..........
Compensation:
Incentive Compensation $12,500 0 0 $12,500 $12,500 $12,500
Termination Payment 0 0 0 $365,000 $730,000 0
Stock Options
(unvested and accelerated) 0 0 0 0 0 0
Performance Shares
(unvested and accelerated) 0 0 0 0 0 0
Benefits & Perquisites:
Disability Income <F1> 0 $1,619,750 0 0 0 0
Life Insurance <F2> 0 0 $435,000 0 0 0
Excise Tax & Gross up 0 0 0 0 $54,994 0
Change of Control 0 0 0 0 $300,000 $300,000
Accrued Vacation $5,575 $5,575 $5,575 $5,575 $5,575 0
<F1> Reflects the estimated lump-sum present value of all future payments, which Ms. Varisano would be entitled to
receive under the Company's disability program. Ms. Varisano would be entitled to receive such benefits
until she reaches age 65.
<F2> Reflects the cash surrender value payable to Ms. Varisano's beneficiaries upon her death.
</FN>
DIRECTOR COMPENSATION
The following table shows the cash amounts and the value of other
compensation paid to the Chairman of the Board and each Director for
their service as a director in 2006:
Fees Earned or Option Other
Name Paid in Cash ($) Awards(1) ($) Compensation ($)
................ ............. ................
Donald Weeden $ 50,000 0 0
Ira Lamel $ 50,000 0 0
Steven Georgiev $ 50,000 0 0
J. Donald Hill $ 50,000 0 0
(1) During 2006 there were no equity awards granted to directors. At
the end of fiscal 2006, the aggregate number of options held by the
directors listed in the above table were: Donald Weeden (50,000), Ira
Lamel (60,000), Steven Georgiev (20,000) and J. Donald Hill (326,667).
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Howard S. Breslow, a director of the Company until December 6, 2006,
is a partner of the law firm Breslow & Walker, LLP, the Company's legal
counsel. In 2006, the Company paid Breslow & Walker, LLP approximately
$217,518 for legal services.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information based upon
publicly available filings or information provided to the Company, as of
September 28, 2007, with respect to the beneficial ownership of our
common stock by (i) each director of the Company, (ii) each of our named
executive officers, (iii) all of our directors and executive officers as
a group and (iv) each person known by us to own more than five percent of
our common stock.
Name Number Percentage
(and Address of 5% Holders) Owned (1) of Class**
...................................... .............. ...........
ClearBridge Advisors, LLC, 1,630,706 (2) 14.0%
Smith Barney Fund Management LLC &
ClearBridge Asset Management LLC
399 Park Avenue
New York, NY 10022
Columbia Wanger Asset Management, L.P., 734,000 (3) 6.3%
WAM Acquisition GP, Inc. &
Columbia Acorn Trust
227 West Monroe Street, Suite 3000
Chicago, IL 60606
Antoine Dominic 560,927 (4) 4.6%
Alice Varisano 40,000 (5) *
Steven Georgiev 20,000 (6) *
Donald E. Weeden 50,000 (7) *
J. Donald Hill 395,100 (8) 3.3%
Ira Lamel 60,000 (9) *
Executive officers and directors
as a group (six persons) 1,126,027 (10) 9.0%
* Less than 1%.
** Based on the number of shares outstanding on September 28, 2007
(1) Unless otherwise indicated below, all shares are owned beneficially
and of record.
(2) Information with respect to ClearBridge Advisors, LLC ("CBA"), Smith
Barney Fund Management LLC ("SBFM") and ClearBridge Asset Management
("CBAM") is based on the Schedule 13G, dated February 8, 2007, filed
jointly by those parties. Of the total shares reported, CBA has
shared voting and dispositive power with respect to 1,611,531
shares, SBFM has shared voting and dispositive power with respect to
4,600 shares and CBAM has shared voting and dispositive power with
respect to 14,575 shares.
(3) Information with respect to Columbia Wanger Asset Management, L.P.
("WAM") and WAM Acquisition GP, Inc., the general partner of WAM
("WAM GP") is based on the Schedule 13G, dated January 8, 2007,
filed by those parties. Of the total shares reported, WAM and WAM
GP have shared voting and dispositive power with respect to 734,000
shares.
(4) Includes 489,792 shares of Common Stock underlying exercisable stock
options
(5) Includes 40,000 shares of Common Stock underlying exercisable stock
options.
(6) Consists of 20,000 shares of Common Stock underlying exercisable
stock options.
(7) Consists of 50,000 shares of Common Stock underlying exercisable
stock options.
(8) Includes 266,667 shares of Common Stock underlying exercisable stock
options.
(9) Consists of 60,000 shares of Common Stock underlying exercisable
stock options.
(10) Includes 926,459 shares of Common Stock underlying exercisable stock
options.
AUDIT COMMITTEE REPORT
The Company's management is responsible for preparing the Company's
financial statements, and the independent registered public accounting
firm is responsible for auditing those financial statements. The Audit
Committee is responsible for monitoring and reviewing these processes on
behalf of the Board of Directors.
The Audit Committee has reviewed and discussed the audited financial
statements with management. Management represented to the Audit
Committee that the Company's financial statements were prepared in
accordance with U.S. generally accepted accounting principles.
The Audit Committee discussed with the independent registered public
accounting firm matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication With Audit Committees). In addition, the
Audit Committee has received the written disclosures and the letter from
the independent registered public accounting firm required by
Independence Standards Board Standard No. 1 (Independence Discussions
With Audit Committees), and has discussed with the independent registered
public accounting firm the auditors' independence from the Company and
its management. In concluding that the auditors are independent, the
Audit Committee considered, among other factors, whether the non-audit
services provided by KPMG LLP were compatible with their independence.
In reliance on the reviews and discussions referred to above, the
Audit Committee recommended to the Board of Directors (and the Board
subsequently approved the recommendation) that the audited financial
statements be included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2006 for filing with the Securities and
Exchange Commission.
Steven Georgiev
Ira Lamel
Donald Weeden
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF AUDITORS
Audit and Non-Audit Fees
The Audit Committee of the Board of Directors has selected the
accounting firm of KPMG LLP ("KPMG") to serve as independent registered
public accounting firm of the Company for the year ending December 31,
2007. KPMG has audited the Company's financial statements since the year
ended December 31, 2003.
The following table sets forth the aggregate fees billed by the
Company's independent registered public accounting firm for audit
services rendered in connection with the financial statements and reports
for 2005 and 2006, and for other services normally rendered by such
independent registered public accounting firm during 2005 and 2006 on
behalf of the Company and its subsidiaries. The information in the table
reflects services provided by KPMG. The Audit Committee approved all
engagements of the independent registered public accounting firm in 2006
in advance of any such engagement.
Year ended December 31,
2006 2005
......... ..........
Audit Fees, Audit-Related Fees and Fees Related
to Section 404 of Sarbanes-Oxley Act $ 873,000 $ 666,300
REQUIRED VOTE
Ratification of the appointment of the independent registered public
accounting firm requires the affirmative vote of the holders of a
majority of the outstanding shares of the Company's Common Stock present
at the Annual Meeting in person or by proxy and entitled to vote.
The Board of Directors recommends a vote FOR ratification of the
selection of KPMG as the independent registered public accounting firm
for the Company for the year ending December 31, 2007.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who
own more than 10% of the Common Stock (collectively, the "Reporting
Persons"), to file reports of ownership and changes in ownership with the
SEC, and to furnish a copy of such reports to the Company. Based solely
on review of the copies of such forms furnished to the Company, the
Company believes that during the year ended December 31, 2006, the
Reporting Persons complied with all applicable Section 16(a) filing
requirements.
STOCKHOLDER COMMUNICATIONS AND PROPOSALS
Stockholders of the Company interested in communicating with the
Board of Directors may do so by sending their communication to Excel
Technology Board of Directors, c/o Corporate Secretary, at the address of
the Company set forth on the first page of this Proxy Statement. All
such correspondence received by the Corporate Secretary will be delivered
to one or more members of the Board of Directors.
Stockholder proposals for action at the 2008 Annual Meeting of
Stockholders must be submitted in writing to the Corporate Secretary at
the address of the Company set forth on the first page of this Proxy
Statement, and must be received by the Corporate Secretary no later than
June 17, 2008 in order that they may be considered for inclusion in next
year's proxy statement and proxy card. However, if we decide to change
the date of the 2008 Annual Meeting of Stockholders by more than 30 days
from November 20, 2008, we will provide you with notice thereof a
reasonable time before we begin to print and mail our proxy statements
for the 2008 Annual Meeting of Stockholders in order to allow you an
opportunity to make proposals in accordance with the rules of the
Securities and Exchange Commission relating to stockholder proposals.
Stockholders who intend to present a proposal at the Company's 2008
Annual Meeting of Stockholders without inclusion of such proposal in the
Company's proxy materials are required to provide notice of such proposal
to the Company no later than August 31, 2008. However, if we decide to
change the date of the 2008 Annual Meeting of Stockholders by more than
30 days from November 20, 2008, then in order for the stockholder's
notice to be timely it must be received by our Corporate Secretary in
accordance with any adjusted deadline we publicly announce, which
deadline will be a reasonable period of time prior to the mailing of our
proxy material for the 2008 Annual Meeting of Stockholders. The Company
reserves the right to reject, rule out of order, or take other
appropriate action with respect to any proposal that does not comply with
these and other applicable requirements.
CODE OF ETHICS
The Company has a Code of Ethics that is applicable to all employees
of the Company, including the Company's executive officers. The Code of
Ethics has been filed with the SEC as an exhibit to its Form 10-K dated
and filed on March 15, 2005. The Company will provide an electronic or
paper copy of the Code of Ethics free of charge upon request. Requests
may be made by calling Investor Relations at (631) 784-6175, or by
writing to Investor Relations at 41 Research Way, East Setauket, New York
11733.
MAILINGS TO STOCKHOLDERS
The Annual Report to stockholders of the Company for the year ended
December 31, 2006, including audited financial statements, is being
mailed to the stockholders along with this Proxy Statement. Such report
is not incorporated in this Proxy Statement and is not deemed to be a
part of the proxy solicitation material.
For those stockholders who share a single address, only one Annual
Report and Proxy Statement will be sent to that address unless the
Company has received a request from one or more of such stockholders to
the contrary. This practice, known as "house holding," is designed to
reduce the Company's printing and postage costs. Upon request, the
Company will promptly send a separate Annual Report or Proxy Statement to
any stockholder residing at such an address. Requests may be made by
calling Investor Relations at (631) 784-6175 or by writing to Investor
Relations at 41 Research Way, East Setauket, New York 11733. If any
stockholder residing at such an address wishes to receive a separate
annual report or proxy statement in the future, or if any stockholder
receiving multiple copies of the Company's annual report and proxy
statement desires house holding, they may contact Investor Relations in
the same manner.
OTHER MATTERS
The Board of Directors of the Company does not know of any other
matters that are to be presented for action at the Meeting. Should any
other matters come before the Meeting or any adjournments thereof, then
with respect to such matters, the proxy holders will have the
discretionary authority to vote all proxies received by them in
accordance with their judgments.
A copy of the Company's Annual Report on Form 10-K, as filed with
the Securities and Exchange Commission (exclusive of exhibits), will be
furnished without charge to any stockholder upon written request to
Investor Relations, 41 Research Way, East Setauket, New York, 11733.
By Order of the Board of Directors
/s/ J. Donald Hill
......................
J. Donald Hill,
Chairman of the Board
E. Setauket, New York
October 15, 2007
STOCKHOLDERS ARE URGED TO SPECIFY THEIR CHOICES, DATE, SIGN AND RETURN
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. YOUR PROMPT RESPONSE IS
HELPFUL, AND YOUR COOPERATION IS APPRECIATED.
[FORM OF PROXY CARD]
ANNUAL MEETING OF STOCKHOLDERS OF
EXCEL TECHNOLOGY, INC.
November 20, 2007
Please date, sign and mail
your proxy card in the
envelope provided
as soon as possible.
Please detach along perforated line and mail in the envelope provided.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS
AND "FOR" PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE. [X]
.........................................................................
.........................................................................
1. ELECTION OF DIRECTORS
NOMINEES:
[ ] FOR ALL NOMINEES ( ) J. Donald Hill
( ) Antoine Dominic
[ ] WITHHOLD AUTHORITY ( ) Steven Georgiev
FOR ALL NOMINEES ( ) Ira J. Lamel
( ) Donald E. Weeden
[ ] FOR ALL EXCEPT
(See instructions below)
INSTRUCTION: to withhold authority to vote for any individual
nominee(s), mark "FOR ALL EXCEPT" and fill in the circle
next to each nominee you wish to withhold,
as shown here: (X)
.........................................................................
.........................................................................
To change the address on your account, please check the box at right [ ]
indicate your new address in the address space above. Please note
that changes to the registered name(s) on the account may not be
submitted via this method.
.........................................................................
.........................................................................
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP TO SERVE AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING
DECEMBER 31, 2007
3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY BE PRESENTED FOR
ACTION AT THE MEETING OR ANY ADJOURNMENT THEREOF.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE
.........................................................................
Signature of Stockholder........................... Date...............
Signature of Stockholder........................... Date...............
Note: Please sign exactly as name appears below. When shares are held
jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as
such. If a corporation, please sign full corporate name by duly
authorized officer, giving full title as such. If signer is a
partnership, please sign in partnership name by authorized person.
.........................................................................
EXCEL TECHNOLOGY, INC.
41 Research Way
E. Setauket, NY 11733
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, acknowledging receipt of the proxy statement dated
October 15, 2007 of Excel Technology, Inc., hereby appoints Antoine
Dominic and J. Donald Hill and each or any of them, attorney, agent and
proxy of the undersigned, with full power of substitution to each of
them, for and in the name, place and stead of the undersigned, to appear
and vote all the shares of stock of Excel Technology, Inc. standing in
the name of the undersigned on the books of said corporation on September
28, 2007 at the Annual Meeting of Stockholders of Excel Technology, Inc.
to be held at the offices of Excel Technology, Inc., 41 Research Way,
East Setauket, NY 11733, on November 20, 2007, at 10:00 A.M., and any
adjournment thereof.
When properly executed, this proxy will be voted as designated by
the undersigned. If no choice is specified, the proxy will be voted FOR
the following proposals, which are set forth in the Proxy Statement:
(Continued and to be signed on the reverse side)