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SEMITOOL, INC. 2007 STOCK INCENTIVE PLAN NOTICE OF RESTRICTED STOCK BONUS AWARD [USE FOR NON-EMPLOYEE DIRECTORS]

Equity Incentive Plan Agreement

SEMITOOL, INC. 2007 STOCK INCENTIVE PLAN NOTICE OF RESTRICTED STOCK BONUS AWARD [USE FOR NON-EMPLOYEE DIRECTORS] | Document Parties: SEMITOOL, INC You are currently viewing:
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SEMITOOL, INC

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Title: SEMITOOL, INC. 2007 STOCK INCENTIVE PLAN NOTICE OF RESTRICTED STOCK BONUS AWARD [USE FOR NON-EMPLOYEE DIRECTORS]
Governing Law: Montana     Date: 5/9/2007
Industry: Semiconductors     Sector: Technology

SEMITOOL, INC. 2007 STOCK INCENTIVE PLAN NOTICE OF RESTRICTED STOCK BONUS AWARD [USE FOR NON-EMPLOYEE DIRECTORS], Parties: semitool  inc
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Exhibit 10.93

SEMITOOL, INC.

2007 STOCK INCENTIVE PLAN

NOTICE OF RESTRICTED STOCK BONUS AWARD

[USE FOR NON-EMPLOYEE DIRECTORS]

 

   

Grantee's Name and Address:

                           

                           

_________________________________________________________

_________________________________________________________

_________________________________________________________



        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.

 

   

Award Number

Date of Award

Vesting Commencement Date

Total Number of Shares
of Common Stock Awarded
(the "Shares")

_________________________________________________________

_________________________________________________________

[_________]



500 Shares



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.

 

   
 

Semitool, Inc.,
a Montana corporation

By: __________________________________________________

Title: _________________________________________________



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.

 

   

Dated: ______________________

Signed: ______________________________________________






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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