EXHIBIT 10.2
NANOMETRICS
INCORPORATED
2000 DIRECTOR STOCK OPTION
PLAN
(as amended and restated on
March 7, 2007)
1.
Purpose of the Plan . The purposes of this 2000 Director
Option Plan are to attract and retain the best available personnel
to serve as Outside Directors of the Company, to provide additional
incentives to the Outside Directors of the Company to serve as
Directors, and to encourage their continued service on the
Board.
All options granted hereunder shall
be “non-statutory stock options”.
2.
Definitions . As used herein, the following definitions
shall apply:
(a) “
Board ” means the Board of Directors of the
Company.
(b) “
Code ” means the Internal Revenue Code of 1986, as
amended.
(c) “
Common Stock ” means the Common Stock of the
Company.
(d) “
Company ” means Nanometrics Incorporated, a Delaware
corporation.
(e) “
Continuous Status as a Director ” means the absence of
any interruption or termination of service as a
Director.
(f) “
Director ” means a member of the Board.
(g) “
Employee ” means any person, including officers and
Directors, employed by the Company or any Parent or Subsidiary of
the Company. The payment of a Director’s fee by the Company
shall not be sufficient in and of itself to constitute "employment"
by the Company.
(h) “
Exchange Act ” means the Securities Exchange Act of
1934, as amended.
(i) “
Fair Market Value ” means, as of any date, the value
of Common Stock determined as follows:
(i) If the
Common Stock is listed on any established stock exchange or a
national market system, including without limitation the National
Market System of the National Association of Securities Dealers,
Inc. Automated Quotation (“ NASDAQ ”) System,
the Fair Market Value of a Share of Common Stock shall be the
closing sales price for such stock (or the closing bid, if no sales
were reported) as quoted on such system or exchange (or the
exchange with the greatest volume of trading in Common Stock) on
the day of determination, as reported in the Wall Street Journal or
such other source as the Board deems reliable;
(ii) If the
Common Stock is quoted on the NASDAQ System (but not on the
National Market System thereof) or regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between
the high bid and low asked prices for the Common Stock on the day
of determination, as reported in the Wall Street Journal or such
other source as the Board deems reliable, or;
(iii) In the
absence of an established market for the Common Stock, the Fair
Market Value thereof shall be determined in good faith by the
Board.
(j) “
Option ” means a stock option granted pursuant to the
Plan.
(k) “
Optioned Stock ” means the Common Stock subject to an
Option.
(l) “
Optionee ” means an Outside Director who receives an
Option.
(m) “
Outside Director ” means a Director who is not an
Employee, or who is not the beneficial owner of more than 50% of
the Company’s outstanding stock.
(n) “
Parent ” means a “parent corporation”,
whether now or hereafter existing, as defined in Section 424
(e) of the Code.
(o) “
Plan ” means this 2000 Director Option
Plan.
(p) “
Share ” means a share of the Common Stock, as adjusted
in accordance with Section 10 of the Plan.
(q) “
Subsidiary ” means a “subsidiary
corporation”, whether now or hereafter existing, as defined
in Section 424(f) of the Code.
3. Stock
Subject to the Plan . Subject to the provisions of
Section 10 of the Plan, the maximum aggregate number of Shares
which may be optioned and sold under the Plan is two hundred fifty
thousand (250,000) Shares (the " Pool ") of Common
Stock. The Shares may be authorized but unissued, or reacquired
Common Stock.
If an Option should expire or become
unexercisable for any reason without having been exercised in full,
the unpurchased Shares that were subject thereto shall, unless the
Plan shall have been terminated, become available for future grant
under the Plan (unless the Plan has terminated). Shares that have
actually been issued under the Plan shall not be returned to the
Plan and shall not become available for future distribution under
the Plan.
4.
Administration of and Grants of Options under the Plan
.
(a)
Procedure for Grants . Except as otherwise required herein,
the Plan shall be administered by the Board. All grants of options
to Outside Directors under this Plan shall be automatic and
non-discretionary and shall be made strictly in accordance with the
following provisions:
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(i) No person
shall have any discretion to select which Outside Directors shall
be granted Options or to determine the number of shares to be
covered by Options granted to Outside Directors; provided, however,
that nothing in this Plan shall be construed to prevent an Outside
Director from declining to receive an Option under this
Plan.
(ii) Each
Outside Director shall be automatically granted an Option to
purchase ten thousand (10,000) Shares on the date on which
such person first becomes a Director, whether through election by
the shareholders of the Company or appointment by the Board to fill
a vacancy;
(iii) On the
second business day of each fiscal quarter during the term of this
Director Plan, each Outside Director shall automatically receive an
Option to purchase two thousand five hundred (2,500) Shares,
provided that he or she has been an Outside Director for at least
six (6) months on such dates;
(iv) The
terms of an Option granted pursuant to this Section shall be as
follows:
(A) the term
of the Option shall be five (5) years;
(B) except as
provided in Section 10 of this Plan, the Option shall be
exercisable only while the Outside Director remains a
director;
(C) the
exercise price per share of Common Stock shall be 100% of the Fair
Market Value on the date of grant of the Option;
(D) the
Option shall become exercisable in installments cumulatively with
respect to thirty-three and one-third (33-1/3%) of the Optioned
Stock one year after the date of grant and as to an additional
thirty-three and one-third (33-1/3%) of the Optioned Stock each
year thereafter, so that one hundred percent (100%) of the
Optioned Stock shall be exercisable three years after the date of
grant; provided, however, that in no event shall any Option be
exercisable prior to obtaining shareholder approval of the
Plan.
(v) In the
event that any Option granted under the Plan would cause the number
of Shares subject to outstanding Options plus the number of Shares
previously purchased upon exercise of Options to exceed the Pool,
then each such automatic grant shall be for that number of Shares
determined by dividing the total number of Shares remaining
available for grant by the number of Outside Directors on the
automatic grant date. No further grants shall be made until such
time, if any, as additional Shares become available for grant under
the Plan through action of the shareholders to increase the number
of Shares which may be issued under the Plan or through
cancellation or expiration of Options previously granted
hereunder.
(b)
Powers of the Board . Subject to the provisions and
restrictions of the Plan, the Board shall have the authority, in
its discretion: (i) to determine, upon review of relevant
information and in accordance with y Section 2(i) of the Plan,
the Fair Market Value of the Common Stock; (ii) to interpret
the Plan; (iii) to prescribe, amend and rescind rules and
regulations relating to the Plan; (iv) to authorize any person
to execute on behalf of the Company any instrument
required
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to effectuate the grant of an Option previously
granted hereunder; and (v) to make all other determinations
deemed necessary or advisable for the administration of the
Plan.
(c)
Effect of Board’s Decision . All decisions,
determinations and interpretations of the Board shall be
final.
5.
Eligibility . Options may be granted only to Outside
Directors. All Options shall be automatically granted in accordance
with the terms set forth in Section 4(b) hereof. An Outside
Director who has been granted an Option may, if he is otherwise
eligible, be granted an additional Option or Options in accordance
with such provisions.
The Plan shall not confer upon any
Optionee any right with respect to continuation of service as a
Director or nomination to serve as a Director, nor shall it
interfere in any way with any rights which the Director or the
Company may have to terminate his directorship at any
time.
6. Term
of Plan . The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the
shareholders of the Company as described in Section 1616 of
the Plan. It shall continue in effect for a term of ten
(10) years unless sooner terminated under Section 11 of
the Plan.
7.
Exercise Price and Consideration .
(a)
Exercise Price . The per Share exercise price for Optioned
Stock shall be 100% of the Fair Market Value per Share on the date
of grant of the Option.
(b) Form
of Consideration . The consideration to be paid for the Shares
to be issued upon exercise of an Option, including the method of
payment, shall be determined by the Board and may consist entirely
of (i) cash, (ii) check, (iii) promissory note,
(iv) other shares which have a Fair Market Value on the date
of surrender equal to the aggregate exercise price of the Shares as
to which said Option shall be exercised and which, in the case of
Shares acquired upon exercise of an option, have been owned by the
Optionee for more than twelve (12) months on the date of
surrender, (v) delivery of a properly executed exercise notice
together with irrevocable instructions to a broker to promptly
deliver to the Company the amount of sale or loan proceeds required
to pay the exercise price, (vi) delivery of an irrevocable
subscription agreement for the Shares which irrevocably obligates
the Optionee to take and pay for the Shares not more than twelve
(12) months after the date of delivery of the subscription
agreement, (vii) any combination of the foregoing methods of
payment, or (viii) such other consideration and method of
payment for the issuance of Shares to the extent permitted under
applicable law.
8.
Exercise of Option .
(a)
Procedure for Exercise; Rights as a Shareholder . Any Option
granted hereunder shall be exercisable at such times as are set
forth in Section 4 hereof; provided, however, that no Options
shall be exercisable until shareholder approval of the Plan in
accordance with Section 16 hereof has been
obtained.
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An Option may not be exercised for a
fraction of a Share.
An Option shall be deemed to be
exercised when written notice of such exercise has been given to
the Company in accordance with the terms of the Option by the
person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been
received by the Company. Full payment may consist of any
consideration and method of payment allowable under
Section 7(b) of the Plan. Until the issuance (as evidenced by
the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the stock certificate
evidencing such Shares, no right to vote or receive dividends or
any other rights as a shareholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option. A share
certificate for the number of Shares so acquired shall be issued to
the Optionee as soon as practicable after exercise of the Option.
No adjustment will be made for a dividend or other right for which
the record date is prior to the date the stock certificate is
issued, except as provided in Section 10 of the
Plan.
Exercise of an Option in any manner
shall result in a decrease in the number of Shares that thereafter
may be available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is
exercised.
(b)
Termination of Continuous Status as a Director . In the
event an Optionee’s Continuous Status as a Director
terminates (other than upon the Optionee’s death or total and
permanent disability (as defined in Section 22(e)(3) of the
Code)), the Optionee may exercise his or her Option, but only
within three (3) months from the date of such termination, and
only to the extent that the Optionee was entitled to exercise it at
the date of such termination (but in no event later than the
expiration of its five (5) year term). To the extent that the
Optionee was not entitled to exercise an Option at the date of such
termination, and to the extent that the Optionee does not exercise
such Option (to the extent otherwise so entitled) within the time
specified herein, the Option shall terminate.
(c)
Disability of Optionee . In the event Optionee’s
Continuous Status as a Director terminates as a result of total and
permanent disability (as defined in Section 22(e)(3) of the
Code), the Optionee may exercise his or her Option, but only within
twelve (12) months from the date of such termination, and only
to the extent that the Optionee was entitled to exercise it at the
date of such termination (but in no event later than the expiration
of its five (5) year term). To the extent that the Optionee
was not entitled to exercise an Option at the date of termination,
or if he or she does not exercise such Option (to the extent
otherwise so entitled) within the time specified herein, the Option
shall terminate.
(d) Death
of Optionee . In the event of an Optionee’s death, the
Optionee’s estate or a person who acquired the right to
exercise the Option by bequest
