THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Newport Corporation (NEWP)

4/10/2006 Proxy Information

In connection with our acquisition of Spectra-Physics in July 2004, we issued 3,220,300 shares of our common stock to Thermo Electron Corporation (Thermo), which represented approximately 7.6% of our then-outstanding common stock. In June 2005, we purchased all of such shares from Thermo at a price of $13.56 per share for a total of $43.7 million. As a result, Thermo no longer owns more than five percent of our outstanding common stock, if any.

As part of the purchase price for Spectra-Physics, we issued a promissory note to Thermo in the principal amount of $50 million, which bears interest at 5% per annum, payable quarterly, and is due and payable in full on July 16, 2009. During 2005, we made interest payments to Thermo under this note totaling approximately $2.5 million.

In addition, we have entered into real property leases with Thermo for the facilities operated by Spectra-Physics located in Tucson, Arizona, Franklin, Massachusetts, and Rochester, New York. The lease for the Tucson, Arizona facility, which was assigned by Thermo to a subsequent owner of the property in July 2005, had provided for annual rental payments to Thermo in the amount of $562,000, subject to periodic adjustments. The lease for the Franklin, Massachusetts facility, which expired in January 2006, had provided for annual rental payments to Thermo in the amount of $321,112. The lease for the Rochester, New York facility has a term of five years expiring July 31, 2009, and provides for annual rental payments to Thermo in the amount of $200,000, subject to periodic adjustments.

We have entered into a supply agreement with Thermo pursuant to which each of Spectra-Physics and Thermo will supply certain products to the other party. Such supply agreement has a term of three years expiring July 16, 2007. It contains customary business terms and does not contain any fixed or minimum purchase commitments. During 2005, we purchased approximately $1.2 million in products from Thermo, and supplied approximately $1.8 million in products to Thermo, under the supply agreement. We have also entered into a transition services agreement with Thermo pursuant to which Thermo will, for a period of three years following the date of acquisition, continue to provide certain administrative support services, assistance and cooperation as needed by Spectra-Physics at standard hourly rates agreed to by the parties. During 2005, we paid Thermo approximately $11,800 for services provided under the transition services agreement.

4/15/2005 Proxy Information

Richard E. Schmidt served Newport Corporation as Chief Executive Officer from September 1991 to May 1996, Chairman from September 1991 to June 1997 and was President from August 1993 until February 1995 and from November 1995 until May 1996.

We have entered into an agreement with Pranalytica, Inc. to perform certain laser diode packaging services on their behalf. The value of such agreement is $198,000, and we believe that it represents the fair market value of the services. C. Kumar N. Patel, one of our directors, is an officer and shareholder of Pranalytica, Inc.

In connection with our acquisition of Spectra-Physics, we issued 3,220,300 shares of our common stock to Thermo Electron Corporation (Thermo). All of such shares are currently held by Thermo and represent approximately 7.5% of our outstanding common stock as of February 28, 2005. We have entered into a stockholder agreement with Thermo pursuant to which we have agreed to register such shares for resale. As part of the purchase price for Spectra-Physics, we also issued a promissory note to Thermo in the principal amount of $50 million, which bears interest at 5% per annum, payable quarterly, and is due and payable in full on July 16, 2009.

In addition, we have entered into real property leases with Thermo for the facilities operated by Spectra-Physics located in Tucson, Arizona, Franklin, Massachusetts, and Rochester, New York. The lease for the Tucson, Arizona facility has a term of ten years expiring on July 31, 2014, and provides for annual rental payments to Thermo in the amount of $562,000, subject to periodic adjustments. The lease for the Franklin, Massachusetts facility has a term expiring on January 31, 2006, and provides for annual rental payments to Thermo in the amount of $321,112. The lease for the Rochester, New York facility has a term of five years expiring July 31, 2009, and provides for annual rental payments to Thermo in the amount of $200,000, subject to periodic adjustments.

We have entered into a supply agreement with Thermo pursuant to which each of Spectra-Physics and Thermo will supply certain products to the other party. Such supply agreement has a term of three years expiring July 16, 2007. It contains customary business terms and does not contain any fixed or minimum purchase commitments. From July 16, 2004 through February 28, 2005, we purchased approximately $747,000 in products from Thermo, and supplied approximately $1.1 million in products to Thermo, under the supply agreement. We have also entered into a transition services agreement with Thermo pursuant to which Thermo will, for a period of three years following the date of acquisition, continue to provide certain administrative support services, assistance and cooperation as needed by Spectra-Physics at standard hourly rates agreed to by the parties. From July 16, 2004 through February 28, 2005, we paid Thermo approximately $191,000 for services provided under the transition services agreement.

4/16/2004 Proxy Information

Richard E. Schmidt served Newport Corporation as Chief Executive Officer from September 1991 to May 1996, Chairman from September 1991 to June 1997 and was President from August 1993 until February 1995 and from November 1995 until May 1996.

In January 2002, in connection with Kevin T. Crofton joining us as Vice President and General Manager of our Fiber Optics and Photonics Division (now our Advanced Packaging and Automation Systems Division), we extended to him a relocation loan pursuant to a promissory note in the principal sum of $110,000, bearing interest at a rate of nine percent (9%) per annum. Pursuant to the terms of such loan, at the end of each six-month period following the date of the note, we will forgive one-sixth of the principal sum, together with accrued interest thereon, so long as Mr. Crofton remains our employee. If we terminate Mr. CroftonÕs employment other than for cause, the entire principal sum then outstanding and all interest thereon will be forgiven. If we terminate Mr. CroftonÕs employment for cause, or if he voluntarily terminates his employment with us, the entire principal sum then outstanding, together with accrued interest thereon, will become immediately due and payable. The amount currently outstanding under the note is $37,492. The largest amount owed under the note since January 1, 2003 was $95,792.

4/18/2003 Proxy Information

In January 2002, in connection with Kevin T. Crofton joining us as Vice President and General Manager of our Fiber Optics and Photonics Division, we extended to him a relocation loan pursuant to a promissory note in the principal sum of $110,000, bearing interest at a rate of nine percent (9%) per annum. Pursuant to the terms of such loan, at the end of each six-month period commencing on the date of the note, we will forgive one-sixth of the principal sum, together with accrued interest thereon, so long as Mr. Crofton remains our employee. If we terminate Mr. CroftonÕs employment other than for cause, the entire principal sum then outstanding and all interest thereon will be forgiven. If we terminate Mr. CroftonÕs employment for cause, or if he voluntarily terminates his employment with us, the entire principal sum then outstanding, together with accrued interest thereon, will become immediately due and payable. The amount currently outstanding under the note is $74,983. The largest amount owed under the note since January 1, 2002 was $114,950.

Mr. Rauth is a founder of and has served as counsel for Stradling Yocca Carlson & Rauth, corporate counsel to Newport Corporation, since 1975.