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ELECTRO SCIENTIFIC INDUSTRIES, INC.
2000 STOCK OPTION PLAN
1. PURPOSE. The purpose of this Stock Option Plan (the "Plan") is to
enable Electro Scientific Industries, Inc. (the "Company") to attract and retain
the services of selected employees of the Company or any parent or subsidiary of
the Company. For purposes of this Plan, a person is considered to be employed by
or in the service of the Company if the person is employed by or in the service
of the Company or any parent or subsidiary of the Company (an "Employer").
2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided
below and in Section 9, the shares to be offered under the Plan shall consist of
Common Stock of the Company, and the total number of shares of Common Stock that
may be issued under the Plan shall be 1,000,000 shares. If an option granted
under the Plan expires, terminates or is cancelled, the unissued shares subject
to that option shall again be available under the Plan. If shares sold or
awarded as a bonus under the Plan are forfeited to or repurchased by the
Company, the number of shares forfeited or repurchased shall again be available
under the Plan.
3. EFFECTIVE DATE AND DURATION OF PLAN.
(a) EFFECTIVE DATE. The Plan shall become effective as of April
7, 2000. Subject to this limitation, options may be granted and shares may be
awarded as bonuses or sold under the Plan at any time after the effective date
and before termination of the Plan.
(b) DURATION. The Plan shall continue in effect until all
shares available for issuance under the Plan have been issued and all
restrictions on the shares have lapsed. The Board of Directors may suspend or
terminate the Plan at any time except with respect to options and shares subject
to restrictions then outstanding under the Plan. Termination shall not affect
any outstanding options, any right of the Company to repurchase shares or the
forfeitability of shares issued under the Plan.
4. ADMINISTRATION.
(a) BOARD OF DIRECTORS. The Plan shall be administered by the
Board of Directors of the Company, which shall determine and designate the
individuals to whom awards shall be made, the amount of the awards and the other
terms and conditions of the awards. Subject to the provisions of the Plan, the
Board of Directors may adopt and amend rules and regulations relating to
administration of the Plan, advance the lapse of any waiting period, accelerate
any exercise date, waive or modify any restriction applicable to shares
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(except those restrictions imposed by law) and make all other determinations in
the judgment of the Board of Directors necessary or desirable for the
administration of the Plan. The interpretation and construction of the
provisions of the Plan and related agreements by the Board of Directors shall be
final and conclusive. The Board of Directors may correct any defect or supply
any omission or reconcile any inconsistency in the Plan or in any related
agreement in the manner and to the extent it deems expedient to carry the Plan
into effect, and the Board of Directors shall be the sole and final judge of
such expediency.
(b) COMMITTEE. The Board of Directors may delegate to any
committee of the Board of Directors (the "Committee") any or all authority for
administration of the Plan. If authority is delegated to the Committee, all
references to the Board of Directors in the Plan shall mean and relate to the
Committee, except (i) as otherwise provided by the Board of Directors and (ii)
that only the Board of Directors may amend or terminate the Plan as provided in
Sections 3 and 10.
(c) OFFICERS. The Board of Directors may delegate to any
officer or officers of the Company authority to grant awards under the Plan,
subject to any restrictions imposed by the Board of Directors.
5. TYPES OF AWARDS, ELIGIBILITY, LIMITATIONS. The Board of Directors
may, from time to time, take the following action, separately or in combination,
under the Plan: (i) grant options, as provided in Section 6; (ii) award stock
bonuses as provided in Section 7; and (iii) sell shares subject to restrictions
as provided in Section 8. Awards may be made to employees, including employees
who are not officers or directors. The Board of Directors shall select the
individuals to whom awards shall be made and shall specify the action taken with
respect to each individual to whom an award is made. At the discretion of the
Board of Directors, an individual may be given an election to surrender an award
in exchange for the grant of a new award. No employee may be granted options for
more than an aggregate of 250,000 shares of Common Stock in a calendar year;
provided, however, that to the extent the annual limitation is not fully used in
any year for an employee, any shares not used may be added to the number of
shares for which options may be granted to that employee in any future year.
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6. OPTION GRANTS.
(a) GENERAL RULES RELATING TO OPTIONS.
(i) TERMS OF GRANT. The Board of Directors may grant
options under the Plan. With respect to each option grant, the Board of
Directors shall determine the number of shares subject to the option, the
exercise price, the period of the option and the time or times at which
the option may be exercised. At the time of the grant of an option or at
any time thereafter, the Board of Directors may provide that an optionee
who exercised an option with Common Stock of the Company shall
automatically receive a new option to purchase additional shares equal to
the number of shares surrendered and may specify the terms and conditions
of such new options.
(ii) EXERCISE OF OPTIONS. Except as provided in
Section 6(a)(iv) or as determined by the Board of Directors, no option
granted under the Plan may be exercised unless at the time of exercise
the optionee is employed by or in the service of the Company and shall
have been so employed or provided such service continuously since the
date the option was granted. Except as provided in Sections 6(a)(iv) and
9, options granted under the Plan may be exercised from time to time over
the period stated in each option in amounts and at times prescribed by
the Board of Directors, provided that options may not be exercised for
fractional shares. Unless otherwise determined by the Board of Directors,
if an optionee does not exercise an option in any one year for the full
number of shares to which the optionee is entitled in that year, the
optionee's rights shall be cumulative and the optionee may purchase those
shares in any subsequent year during the term of the option.
(iii) NONTRANSFERABILITY. Unless otherwise determined by
the Board of Directors, each option granted under the Plan by its terms
(i) shall be nonassignable and nontransferable by the optionee, either
voluntarily or by operation of law, except by will or by the laws of
descent and distribution of the state or country of the optionee's
domicile at the time of death, and (ii) during the optionee's lifetime,
shall be exercisable only by the optionee.
(iv) TERMINATION OF EMPLOYMENT OR SERVICE.
(A) GENERAL RULE. Unless otherwise determined by
the Board of Directors, if an optionee's employment or service
with the Company terminates for any reason other than because of
total disability or death as provided in Sections 6(a)(iv)(B) and
(C), his or her option may be exercised at any time before the
expiration date of the option or the expiration of three
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months after the date of termination, whichever is the shorter
period, but only if and to the extent the optionee was entitled to
exercise the option at the date of termination.
(B) TERMINATION BECAUSE OF TOTAL DISABILITY.
Unless otherwise determined by the Board of Directors, if an
optionee's employment or service with the Company terminates
because of total disability, his or her option may be exercised at
any time before the expiration date of the option or before the
date 12 months after the date of termination, whichever is the
shorter period, but only if and to the extent the optionee was
entitled to exercise the option at the date of termination. The
term "total disability" means a medically determinable mental or
physical impairment that is expected to result in death or has
lasted or is expected to last for a continuous period of 12 months
or more and that, in the opinion of the Company and two
independent physicians, causes the optionee to be unable to
perform his or her duties as an employee, director, officer or
consultant of the Employer and unable to be engaged in any
substantial gainful activity. Total disability shall be deemed to
have occurred on the first day after the two independent
physicians have furnished their written opinion of total
disability to the Company and the Company has reached an opinion
of total disability.
(C) TERMINATION BECAUSE OF DEATH. Unless
otherwise determined by the Board of Directors, if an optionee
dies while employed by or providing service to the Company, his or
her option may be exercised at any time before the expiration date
of the option or before the date 12 months after the date of
death, whichever is the shorter period, but only if and to the
extent the optionee was entitled to exercise the option at the
date of death and only by the person or persons to whom the
optionee's rights under the option shall pass by the optionee's
will or by the laws of descent and distribution of the state or
country of domicile at the time of death.
(D) AMENDMENT OF EXERCISE PERIOD APPLICABLE TO
TERMINATION. The Board of Directors may at any time extend the
3-month and 12-month exercise periods any length of time not
longer than the original expiration date of the option. The Board
of Directors may at any time increase the portion of an option
that is exercisable, subject to terms and conditions determined by
the Board of Directors.
(E) FAILURE TO EXERCISE OPTION. To the extent
that the option of any deceased optionee or any optionee whose
employment or service terminates
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is not exercised within the applicable period, all further rights
to purchase shares pursuant to the option shall cease and
terminate.
(F) LEAVE OF ABSENCE. Absence on leave approved
by the Employer or on account of illness or disability shall not
be deemed a termination or interruption of employment or service.
Unless otherwise determined by the Board of Directors, vesting of
options shall continue during a medical, family, military or other
leave of absence, whether paid or unpaid.
(G) CHANGE OF CONTROL. In the event an optionee's
employment by the Company or by any parent or subsidiary of the
Company terminates within one year after a change in control of
the Company for any reason other than retirement, death, or
physical disability (as defined in Section 6(a)(iv)(B)), any
option held by such optionee may be exercised with respect to all
remaining shares subject thereto, free of any limitation on the
number of shares with respect to which the option may be exercised
in any one year, at any time prior to its expiration date or the
expiration of three months after the date of such termination of
employment, whichever is the shorter period. A "change in control
of the Company" shall mean a change in control of a nature that
would be required to be reported in response to item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended ("Exchange Act"); provided that,
without limitation, such a change in control shall be deemed to
have occurred if (1) any "person" (as such term is used in
Sections 13(d) or 14(d)(2) of the Exchange Act) is or becomes the
beneficial owner, directly or indirectly, of securities of the
Company representing 20 percent or more of the combined voting
power of the Company's then outstanding securities; or (2) during
any period of two consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the
Company cease for any reason to constitute at least a majority
thereof unless the election, or the nomination for election by the
Company's shareholders, of each new director was approved by a
vote of at least two-thirds of the directors then still in office
who were directors at the beginning of the period. A change in
control of the Company shall not include any change in control
pursuant to a written agreement between the Company and another
person, which agreement is approved and adopted by the Board of
Directors of the Company or pursuant to any tender offer or
exchange offer which the Board of Directors has in any manner
recommended acceptance of to the shareholders of the Company.
(v) PURCHASE OF SHARES. Unless the Board of Directors
determines.
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otherwise, shares may be acquired pursuant to an option granted under the
Plan only upon the Company's receipt of written notice from the optionee
of the optionee's binding commitment to purchase shares, specifying the
number of shares the optionee desires to purchase under the option and
the date on which the optionee is obligated to complete the transaction,
and, if required to comply with the Securities Act of 1933, containing a
representation that it is the optionee's intention to acquire the shares
for investment and not with a view to distribution. Unless the Board of
Directors determines otherwise, on or before the date specified for
completion of the purchase of shares pursuant to an option exercise, the
optionee must pay the Company the full purchase price of those shares in
cash, check or, in whole or in part, in Common Stock of the Company
valued at fair market value, restricted stock or other contingent awards
denominated in either stock or cash, promissory notes and other forms of
consideration. Unless otherwise determined by the Board of Directors, any
Common Stock provided in payment of the purchase price must have been
previously acquired and held by the optionee for at least six months. The
fair market value of Common Stock provided in payment of the purchase
price shall be the closing price of the Common Stock last reported on the
date the option is exercised, if the Common Stock is publicly traded, or
another value of the Common Stock as specified by the Board of Directors.
No shares shall be issued until full payment for the shares has been
made, including all amounts owed for tax withholding. Unless the Board of
Directors determines otherwise, an optionee may request the Company to
apply automatically the shares to be received upon the exercise of a
portion of a stock option (even though stock certificates have not yet
been issued) to satisfy the purchase price for additional portions of the
option. Each optionee who has exercised an option shall, immediately upon
notification of the amount due, if any, pay to the Company in cash or
check amounts necessary to satisfy any applicable federal, state and
local tax withholding requirements. If additional withholding is or
becomes required (as a result of exercise of an option or as a result of
disposition of shares acquired pursuant to exercise of an option) beyond
any amount deposited before delivery of the certificates, the optionee
shall pay such amount, in cash or check, to the Company on demand. If the
optionee fails to pay the amount demanded, the Company or the Employer
may withhold that amount from other amounts payable to the optionee,
including salary, subject to applicable law. Unless the Board of
Directors determines otherwise, an optionee may satisfy this obligation,
in whole or in part, by instructing the Company to withhold from the
shares to be issued upon exercise or by delivering to the Company other
shares of Common Stock; provided, however, that the number of shares so
withheld or delivered shall not exceed the minimum amount necessary to
satisfy the required withholding obligation. Upon the exercise of an
option, the number of shares reserved for issuance under the Plan shall
be reduced by the number of shares issued upon exercise of the option
(less the number of any shares surrendered in payment for the exercise
price or withheld to
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satisfy withholding requirements).
(b) OPTION PRICE AND DURATION. Options shall be subject to the
following terms and conditions, in addition to those set forth in Section 6(a)
above:
(i) OPTION PRICE. The option price shall be determined
by the Board of Directors at the time of grant and may be any amount
determined by the Board of Directors.
(ii) DURATION OF OPTIONS. Options granted under the Plan
shall continue in effect for the period fixed by the Board of Directors.
7. STOCK BONUSES. The Board of Directors may award shares under the
Plan as stock bonuses. Shares awarded as a bonus shall be subject to the terms,
conditions and restrictions determined by the Board of Directors. The
restrictions may include restrictions concerning transferability and forfeiture
of the shares awarded, together with any other restrictions determined by the
Board of Directors. The Board of Directors may require the recipient to sign an
agreement as a condition of the award, but may not require the recipient to pay
any monetary consideration other than amounts necessary to satisfy tax
withholding requirements. The agreement may contain any terms, conditions,
restrictions, representations and warranties required by the Board of Directors.
The certificates representing the shares awarded shall bear any legends required
by the Board of Directors. The Company may require any recipient of a stock
bonus to pay to the Company in cash upon demand amounts necessary to satisfy any
applicable federal, state or local tax withholding requirements. If the
recipient fails to pay the amount demanded, the Company or the Employer may
withhold that amount from other amounts payable to the recipient, including
salary, subject to applicable law. With the consent of the Board of Directors, a
recipient may satisfy this obligation, in whole or in part, by instructing the
Company to withhold from any shares to be issued or by delivering to the Company
other shares of Common Stock; provided, however, that the number of shares so
withheld or delivered shall not exceed the minimum amount necessary to satisfy
the required withholding obligation. Upon the issuance of a stock bonus, the
number of shares reserved for issuance under the Plan shall be reduced by the
number of shares issued, less the number of shares withheld or delivered to
satisfy withholding obligations.
8. RESTRICTED STOCK. The Board of Directors may issue shares under
the Plan for any consideration (including promissory notes and services)
determined by the Board of Directors. Shares issued under the Plan shall be
subject to the terms, conditions and restrictions determined by the Board of
Directors. The restrictions may include restrictions concerning transferability,
repurchase by the Company and forfeiture of the shares issued, together with any
other restrictions determined by the Board of Directors. All Common Stock.
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issued pursuant to this Section 8 shall be subject to a purchase agreement,
which shall be executed by the Company and the prospective purchaser of the
shares before the delivery of certificates representing the shares to the
purchaser. The purchase agreement may contain any terms, conditions,
restrictions, representations and warranties required by the Board of Directors.
The certificates representing the shares shall bear any legends required by the
Board of Directors. The Company may require any purchaser of restricted stock to
pay to the Company in cash upon demand amounts necessary to satisfy any
applicable federal, state or local tax withholding requirements. If the
purchaser fails to pay the amount demanded, the Company or the Employer may
withhold that amount from other amounts payable to the purchaser, including
salary, subject to applicable law. With the consent of the Board of Directors, a
purchaser may satisfy this obligation, in whole or in part, by instructing the
Company to withhold from any shares to be issued or by delivering to the Company
other shares of Common Stock; provided, however, that the number of shares so
withheld or delivered shall not exceed the minimum amount necessary to satisfy
the required withholding obligation. Upon the issuance of restricted stock, the
number of shares reserved for issuance under the Plan shall be reduced by the
number of shares issued, less the number of shares withheld or delivered to
satisfy withholding obligations.
9. CHANGES IN CAPITAL STRUCTURE.
(a) STOCK SPLITS, STOCK DIVIDENDS. If the outstanding Common
Stock of the Company is hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company by reason of any stock split, combination of shares, dividend payable in
shares, recapitalization or reclassification, appropriate adjustment shall be
made by the Board of Directors in the number and kind of shares available for
grants under the Plan and in all other share amounts set forth in the Plan. In
addition, the Board of Directors shall make appropriate adjustment in the number
and kind of shares as to which outstanding options, or portions thereof then
unexercised, shall be exercisable, so that the optionee's proportionate interest
before and after the occurrence of the event shall be maintained as before the
occurrence of such event. Such adjustment in outstanding options shall be made
without change in the total price applicable to the unexercised portion of any
option and with a corresponding adjustment in the option price per share.
Notwithstanding the foregoing, the Board of Directors shall have no obligation
to effect any adjustment that would or might result in the issuance of
fractional shares, and any fractional shares resulting from any adjustment may
be disregarded or provided for in any manner determined by the Board of
Directors. Any such adjustments made by the Board of Directors shall be
conclusive.
(b) MERGERS, REORGANIZATIONS, ETC. In the event of a merger,
consolidation, plan of exchange, acquisition of property or stock, split-up,
split-off, spin-off, reorganization
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or liquidation to which the Company is a party or a sale of all or substantially
all of the Company's assets (each, a "Transaction"), the Board of Directors
shall, in its sole discretion and to the extent possible under the structure of
the Transaction, select one of the following alternatives for treating
outstanding options under the Plan:
(i) Outstanding options shall remain in effect in
accordance with their terms.
(ii) Outstanding options shall be converted into options
to purchase stock in one or more of the corporations, including the
Company, that are the surviving or acquiring corporations in the
Transaction. The amount, type of securities subject thereto and exercise
price of the converted options shall be determined by the Board of
Directors of the Company, taking into account the relative values of the
companies involved in the Transaction and the exchange rate, if any, used
in determining shares of the surviving corporation(s) to be held by
holders of shares of the Company following the Transaction. Unless
otherwise determined by the Board of Directors, the converted options
shall be vested only to the extent that the vesting requirements relating
to options granted hereunder have been satisfied.
(iii) The Board of Directors shall provide a period of 30
days or less before the completion of the Transaction during which
outstanding options may be exercised to the extent then exercisable, and
upon the expiration of that period, all unexercised options shall
immediately terminate. The Board of Directors may, in its sole
discretion, accelerate the exercisability of options so that they are
exercisable in full during that period.
(c) DISSOLUTION OF THE COMPANY. In the event of the dissolution
of the Company, options shall be treated in accordance with Section 9(b)(iii).
(d) RIGHTS ISSUED BY ANOTHER CORPORATION. The Board of
Directors may also grant options and stock bonuses and issue restricted stock
under the Plan with terms, conditions and provisions that vary from those
specified in the Plan, provided that any such awards are granted in substitution
for, or in connection with the assumption of, existing options, stock bonuses
and restricted stock granted, awarded or issued by another corporation and
assumed or otherwise agreed to be provided for by the Company pursuant to or by
reason of a Transaction.
10. AMENDMENT OF THE PLAN. The Board of Directors may at any time
modify or amend the Plan in any respect. Except as provided in Section 9,
however, no change in an award already granted shall be made without the written
consent of the holder of the award if
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the change would adversely affect the holder.
11. APPROVALS. The Company's obligations under the Plan are subject to
the approval of state and federal authorities or agencies with jurisdiction in
the matter. The Company will use its best efforts to take steps required by
state or federal law or applicable regulations, including rules and regulations
of the Securities and Exchange Commission and any stock exchange on which the
Company's shares may then be listed, in connection with the grants under the
Plan. The foregoing notwithstanding, the Company shall not be obligated to issue
or deliver Common Stock under the Plan if such issuance or delivery would
violate state or federal securities laws.
12. EMPLOYMENT AND SERVICE RIGHTS. Nothing in the Plan or any award
pursuant to the Plan shall (i) confer upon any employee any right to be
continued in the employment of an Employer or interfere in any way with the
Employer's right to terminate the employee's employment at any time, for any
reason, with or without cause, or to decrease the employee's compensation or
benefits, or (ii) confer upon any person engaged by an Employer any right to be
retained or employed by the Employer or to the continuation, extension, renewal
or modification of any compensation, contract or arrangement with or by the
Employer.
13. RIGHTS AS A SHAREHOLDER. The recipient of any award under the Plan
shall have no rights as a shareholder with respect to any Common Stock until the
date of issue to the recipient of a stock certificate for those shares. Except
as otherwise expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date occurs before the date such
stock certificate is issued.
Adopted: April 7, 2000.
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