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Exhibit
10.93
SEMITOOL, INC.
2007 STOCK INCENTIVE PLAN
NOTICE OF RESTRICTED STOCK BONUS AWARD
[USE FOR NON-EMPLOYEE DIRECTORS]
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Grantee's Name and Address:
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_________________________________________________________
_________________________________________________________
_________________________________________________________
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You (the
"Grantee") have been granted shares of Common Stock of the Company
(the "Award"), subject to the terms and conditions of this Notice
of Restricted Stock Bonus Award (the "Notice"), the Semitool, Inc.
2007 Stock Incentive Plan (the "Plan"), as amended from time to
time, and the Restricted Stock Bonus Award Agreement (the
"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
Total Number of Shares
of Common Stock Awarded
(the "Shares")
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_________________________________________________________
_________________________________________________________
[_________]
500 Shares
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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 Agreement, the Shares will "vest"
in accordance with the following schedule:
Twenty-five
percent (25%) of the Shares shall vest on a quarterly basis on the
last day of each three-month period following the Vesting
Commencement Date, such that the Shares shall be one hundred
percent (100%) vested on the first anniversary of the Vesting
Commencement Date.
Notwithstanding
the foregoing, in the event of a Corporate Transaction or a Change
in Control, one hundred percent (100%) of the then unvested Shares
shall become fully vested immediately prior to the effective date
of such Corporate Transaction or Change in Control.
1
In the event of
the Grantee’s change in status from Employee, Director or
Consultant to any other status of Employee, Director or Consultant,
the Shares shall continue to vest in accordance with the Vesting
Schedule set forth above.
For purposes of
this Notice and the Agreement, the term "vest" shall mean, with
respect to any Shares, that such Shares are no longer subject to
forfeiture to the Company. Shares that have not vested are deemed
"Restricted Shares." If the Grantee would become vested in a
fraction of a Restricted Share, such Restricted Share shall not
vest until the Grantee becomes vested in the entire Share.
Vesting shall
cease upon the date of termination of the Grantee’s
Continuous Service for any reason, including death or Disability.
In the event the Grantee’s Continuous Service is terminated
for any reason, including death or Disability, any Restricted
Shares held by the Grantee immediately following such termination
of Continuous Service shall be deemed reconveyed to the Company and
the Company shall thereafter be the legal and beneficial owner of
the Restricted Shares and shall have all rights and interest in or
related thereto without further action by the Grantee. The
foregoing forfeiture provisions set forth in this Notice as to
Restricted Shares shall apply to the new capital stock or other
property (including cash paid other than as a regular cash
dividend) received in exchange for the Shares in consummation of
any transaction described in Section 11 of the Plan and such
stock or property shall be deemed Additional Securities (as defined
in the Agreement) for purposes of the Agreement, but only to the
extent the Shares are at the time covered by such forfeiture
provisions.
IN WITNESS
WHEREOF, the Company and the Grantee have executed this Notice and
agree that the Award is to be governed by the terms and conditions
of this Notice, the Plan and the Agreement.
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Semitool, Inc.,
a Montana corporation
By: __________________________________________________
Title: _________________________________________________
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THE GRANTEE ACKNOWLEDGES AND AGREES
THAT THE SHARES SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF
THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF
BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER).
As a condition
to receiving the Shares, the Grantee agrees to refrain from making
an election pursuant to Section 83(b) of the Code with respect
to the Shares.
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 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 Agreement and
represents that he or she is familiar with the terms and provisions
thereof, and hereby accepts the Award subject to all of the terms
and provisions hereof and thereof. The Grantee has reviewed this
Notice, the Agreement and the Plan 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
Agreement and the Plan. The Grantee hereby agrees that all
questions of interpretation and administration relating to this
Notice, the Plan and the Agreement shall be resolved by the
Administrator in accordance with Section 11 of the Agreement.
The Grantee further agrees to the venue selection in accordance
with Section 12 of the 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:
______________________________________________
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3
Award
Number: __________________
SEMITOOL, INC.
2007 STOCK INCENTIVE PLAN
RESTRICTED STOCK BONUS AWARD AGREEMENT
1. Issuance of Shares . Semitool,
Inc., a Montana corporation (the "Company"), hereby issues to the
Grantee (the "Grantee") named in the Notice of Restricted Stock
Bonus Award (the "Notice"), the Total Number of Shares of Common
Stock Awarded set forth in the Notice (the "Shares"), subject to
the Notice, this Restricted Stock Bonus Award Agreement (the
"Agreement") and the terms and provisions of the Company’s
2007 Stock Incentive Plan (the "Plan"), as amended from time to
time, which are incorporated herein by reference. Unless otherwise
defined herein, the terms defined in the Plan shall have the same
defined meanings in this Agreement. All Shares issued hereunder
will be deemed issued to the Grantee as fully paid and
nonassessable shares, and the Grantee will have the right to vote
the Shares at meetings of the Company’s stockholders. The
Company shall pay any applicable stock transfer taxes imposed upon
the issuance of the Shares to the Grantee hereunder.
2. Transfer Restrictions . The
Shares issued to the Grantee hereunder may not be sold, transferred
by gift, pledged, hypothecated, or otherwise transferred or
disposed of by the Grantee prior to the date when the Shares become
vested pursuant to the Vesting Schedule set forth in the Notice.
Any attempt to transfer Restricted Shares in violation of this
Section 2 will be null and void and will be disregarded.
3. Escrow of Stock . For purposes
of facilitating the enforcement of the provisions of this
Agreement, the Grantee agrees, immediately upon receipt of the
certificate(s) for the Restricted Shares, to deliver such
certificate(s), together with an Assignment Separate from
Certificate in the form attached hereto as Exhibit A ,
executed in blank by the Grantee with respect to each such stock
certificate, to the Secretary or Assistant Secretary of the
Company, or their designee, to hold in escrow for so long as such
Restricted Shares have not vested pursuant to the Vesting Schedule
set forth in the Notice and for so long as the Shares remain
subject to the transfer restrictions set forth in Section 2 above,
with the authority to take all such actions and to effectuate all
such transfers and/or releases as may be necessary or appropriate
to accomplish the objectives of this Agreement in accordance with
the terms hereof. The Grantee hereby acknowledges that the
appointment of the Secretary or Assistant Secretary of the Company
(or their designee) as the escrow holder hereunder with the stated
authorities is a material inducement to the Company to make this
Agreement and that such appointment is coupled with an interest
and
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