Exhibit 10.92
SEMITOOL, INC.
2007 STOCK INCENTIVE
PLAN
NOTICE OF STOCK OPTION
AWARD
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Grantee's Name and
Address:
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_________________________________________________________
_________________________________________________________
_________________________________________________________
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You
(the “Grantee”) have been granted an option to purchase
shares of Common Stock, subject to the terms and conditions of this
Notice of Stock Option Award (the “Notice”), the
Semitool, Inc. 2007 Stock Incentive Plan, as amended from time to
time (the “Plan”) and the Stock Option Award Agreement
(the “Option Agreement”) attached hereto, as follows.
Unless otherwise defined herein, the terms defined in the Plan
shall have the same defined meanings in this Notice.
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Award Number
Date of Award
Vesting Commencement Date
Exercise Price per Share
Total Number of Shares Subject
to the Option (the "Shares")
Total Exercise Price
Type of Option:
Expiration Date:
Post-Termination Exercise Period:
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_________________________________________________________
_________________________________________________________
_________________________________________________________
$________________________________________________________
_________________________________________________________
$________________________________________________________
_________ Incentive Stock Option
_________ Non-Qualified Stock Option
_________________________________________________________
Three (3) Months
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Vesting
Schedule :
Subject
to the Grantee’s Continuous Service and other limitations set
forth in this Notice, the Plan and the Option Agreement, the Option
may be exercised, in whole or in part, in accordance with the
following schedule:
25%
of the Shares subject to the Option shall vest twelve months after
the Vesting Commencement Date, and 1/48 of the Shares subject to
the Option shall vest on each monthly anniversary of the Vesting
Commencement Date thereafter.
1
During
any authorized leave of absence, the vesting of the Option as
provided in this schedule shall be suspended after the leave of
absence exceeds a period of three (3) months. Vesting of the Option
shall resume upon the Grantee’s termination of the leave of
absence and return to service to the Company or a Related Entity.
The Vesting Schedule of the Option shall be extended by the length
of the suspension.
In
the event of termination of the Grantee’s Continuous Service
for Cause, the Grantee’s right to exercise the Option shall
terminate concurrently with the termination of the Grantee’s
Continuous Service, except as otherwise determined by the
Administrator.
IN
WITNESS WHEREOF, the Company and the Grantee have executed this
Notice and agree that the Option is to be governed by the terms and
conditions of this Notice, the Plan, and the Option
Agreement.
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Semitool, Inc.,
a Montana corporation
By: _______________________________________________
Title: ______________________________________________
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THE GRANTEE
ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL
VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE’S
CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING
GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER). THE GRANTEE
FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE
OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE GRANTEE ANY
RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF THE
GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY
WAY WITH THE GRANTEE’S RIGHT OR THE RIGHT OF THE COMPANY OR
RELATED ENTITY TO WHICH THE GRANTEE PROVIDES SERVICES TO TERMINATE
THE GRANTEE’S CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND
WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE
GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE
CONTRARY, THE GRANTEE’S STATUS IS AT WILL.
The
Grantee further acknowledges that, from time to time, the Company
may be in a “blackout period” and/or subject to
applicable federal securities laws that could subject the Grantee
to liability for engaging in any transaction involving the sale of
the Company’s Shares. The Grantee further acknowledges and
agrees that, prior to the sale of any Shares acquired under the
Option Agreement, it is the Grantee’s responsibility to
determine whether or not such sale of Shares will subject the
Grantee to liability under insider trading rules or other
applicable federal securities laws.
2
The
Grantee acknowledges receipt of a copy of the Plan and the Option
Agreement, and represents that he or she is familiar with the terms
and provisions thereof, and hereby accepts the Option subject to
all of the terms and provisions hereof and thereof. The Grantee has
reviewed this Notice, the Plan, and the Option Agreement in their
entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Notice, and fully understands all
provisions of this Notice, the Plan and the Option Agreement. The
Grantee hereby agrees that all questions of interpretation and
administration relating to this Notice, the Plan and the Option
Agreement shall be resolved by the Administrator in accordance with
Section 13 of the Option Agreement. The Grantee further agrees
to the venue selection and waiver of a jury trial in accordance
with Section 14 of the Option Agreement. The Grantee further
agrees to notify the Company upon any change in the residence
address indicated in this Notice.
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Dated:
______________________
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Signed:
______________________________________________
Grantee
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3
Award Number:
___________
SEMITOOL, INC.
2007 STOCK INCENTIVE
PLAN
STOCK OPTION AWARD
AGREEMENT
1.
Grant of Option . Semitool, Inc., a Montana corporation (the
“Company”), hereby grants to the Grantee (the
“Grantee”) named in the Notice of Stock Option Award
(the “Notice”), an option (the “Option”) to
purchase the Total Number of Shares of Common Stock subject to the
Option (the “Shares”) set forth in the Notice, at the
Exercise Price per Share set forth in the Notice (the
“Exercise Price”) subject to the terms and provisions
of the Notice, this Stock Option Award Agreement (the “Option
Agreement”) and the Company’s 2007 Stock Incentive
Plan, as amended from time to time (the “Plan”), which
are incorporated herein by reference. Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined
meanings in this Option Agreement.
If
designated in the Notice as an Incentive Stock Option, the Option
is intended to qualify as an Incentive Stock Option as defined in
Section 422 of the Code. However, notwithstanding such
designation, the Option will qualify as an Incentive Stock Option
under the Code only to the extent the $100,000 dollar limitation of
Section 422(d) of the Code is not exceeded. The $100,000
limitation of Section 422(d) of the Code is calculated based
on the aggregate Fair Market Value of the Shares subject to options
designated as Incentive Stock Options which become exercisable for
the first time by the Grantee during any calendar year (under all
plans of the Company or any Parent or Subsidiary of the Company).
For purposes of this calculation, Incentive Stock Options shall be
taken into account in the order in which they were granted, and the
Fair Market Value of the shares subject to such options shall be
determined as of the grant date of the relevant option.
2.
Exercise of Option .
(a)
Right to Exercise . The Option shall be exercisable during
its term in accordance with the Vesting Schedule set out in the
Notice and with the applicable provisions of the Plan and this
Option Agreement. The Option shall be subject to the provisions of
Section 11 of the Plan relating to the exercisability
or termination of the Option in the event of a Corporate
Transaction or a Change in Control. The Grantee shall be subject to
reasonable limitations on the number of requested exercises during
any monthly or weekly period as determined by the Administrator. In
no event shall the Company issue fractional Shares.
(b)
Method of Exercise . The Option shall be exercisable by
delivery of an exercise notice (a form of which is attached as
Exhibit A) or by such other procedure as specified from time to
time by the Administrator which shall state the election to
exercise the Option, the whole number of Shares in respect of which
the Option is being exercised, and such other provisions as may be
required by the Administrator. The exercise notice shall be
delivered in person, by certified mail, or by such other method
(including electronic transmission) as determined from time to time
by the Administrator to the Company accompanied by payment of the
Exercise Price and all applicable income and employment taxes
required to be withheld. The Option shall be deemed to be exercised
upon receipt by the Company of such notice accompanied by the
Exercise Price and all applicable withholding taxes, which, to the
extent selected, shall be deemed to be satisfied by use of the
broker-dealer sale and remittance procedure to pay the Exercise
Price provided in Section 3(c) below to the extent such
procedure is available to the Grantee at the time of exercise and
such an exercise would not violate any Applicable Law.
1
(c)
Taxes . No Shares will be delivered to the Grantee or other
person pursuant to the exercise of the Option until the Grantee or
other person has made arrangements acceptable to the Administrator
for the satisfaction of applicable income tax and employment tax
withholding obligations, including, without limitation, such other
tax obligations of the Grantee incident to the receipt of Shares.
Upon exercise of the Option, the Company or the Grantee’s
employer may offset or withhold (from any amount owed by the
Company or the Grantee’s employer to the Grantee) or collect
from the Grantee or other person an amount sufficient to satisfy
such tax withholding obligations.
3.
Method of Payment . Payment of the Exercise Price shall be
made by any of the following, or a combination thereof, at the
election of the Grantee; provided, however, that such exercise
method does not then violate any Applicable Law:
(a)
cash;
(b)
check;
(c)
surrender of Shares or delivery of a properly executed form of
attestation of ownership of Shares as the Administrator may require
which have a Fair Market Value on the date of surrender or
attestation equal to the aggregate Exercise Price of the Shares as
to which the Option is being exercised; or
(d)
payment through a broker-dealer sale and remittance procedure
pursuant to which the Grantee (i) shall provide written
instructions to a Company-designated brokerage firm to effect the
immediate sale of some or all of the purchased Shares and remit to
the Company sufficient funds to cover the aggregate exercise price
payable for the purchased Shares and (ii) shall provide written
directives to the Company to deliver the certificates for the
purchased Shares directly to such brokerage firm in order to
complete the sale transaction.
4.
Restrictions on Exercise . The Option may not be
exerci
