TRIKON TECHNOLOGIES INC, S-8, 1999-03-05

TRIKON TECHNOLOGIES INC
S-8, 1999-03-05
SPECIAL INDUSTRY MACHINERY, NEC

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<PAGE>

As filed with the Securities and Exchange Commission on March 5, 1999
Registration No. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-----------------------

TRIKON TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

California 95-0454321
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)

Ringland Way, Newport, Gwent NP6 2TA, United Kingdom
(Address of principal executive offices) (Zip Code)
------------------------

TRIKON TECHNOLOGIES, INC. 1991 STOCK OPTION PLAN
TRIKON TECHNOLOGIES, INC. 1998 DIRECTORS STOCK OPTION PLAN
(Full title of the Plans)
-----------------------

STEVE L. CAMAHORT
Brobeck, Phleger & Harrison LLP
One Market Plaza, Spear Street Tower, San Francisco, California 94105
(Name and address, including zip code of agent for service)
(415) 442-0900
(Telephone number, including area code, of agent for service)
------------------------

CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
---------- ------------- ------------ --------- ------------
<S> <C> <C> <C> <C>

Trikon Technologies, Inc.
1991 Stock Option Plan
- ----------------------------------

Common Stock, no par value 8,009,167 shares $0.1016 $872,999.20 $226.22

Trikon Technologies, Inc.
1998 Directors Stock Option Plan
- ----------------------------------

Common Stock, no par value 500,000 shares $0.1016 $ 54,500.00 $ 14.13

Aggregate Amount of Registration Fee: $240.35
</TABLE>

================================================================================
(1) This Registration Statement shall also cover any additional shares of
Registrant's Common Stock which become issuable under the Trikon
Technologies, Inc. 1991 Stock Option Plan and Trikon Technologies, Inc.
1998 Directors Stock Option Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in the
number of the outstanding shares of the Registrant's Common Stock.

(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low selling prices per share of the Registrant's Common Stock on
March 4, 1999, as reported on the OTC Bulletin Board.
<PAGE>

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------

Trikon Technologies, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):

(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed with the Commission on April 8, 1998,
pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "1934 Act");

(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1998, June 30, 1998 and September 30, 1998,
filed with the Commission on May 15, 1998, August 14, 1998 and
November 13, 1998, respectively, pursuant to Section 13 of the 1934
Act;

(d) The Registrant's Registration Statement on Form 8-A, filed with the
Commission on July 21, 1995 and amended on August 21, 1995, in which
there is described the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock.

All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities
-------------------------

Not Applicable.

Item 5. Interests of Named Experts and Counsel
--------------------------------------

Not Applicable.

Item 6. Indemnification of Directors and Officers
-----------------------------------------

The Registrant's Bylaws provide that the Registrant shall indemnify its
directors, officers, employees and other agents to the fullest extent permitted
by California law. The Registrant is also empowered under its Seventh Restated
Articles of Incorporation and Bylaws to enter into indemnification contracts
with its directors and officers and to purchase insurance on behalf of any
person whom it is required or permitted to indemnify. The Registrant has
purchased liability insurance covering its directors and officers.

The Registrant's Seventh Restated Articles of Incorporation provide that to
the fullest extent permitted by California law, the Registrant's directors will
not be personally liable to the Registrant and its shareholders for monetary
damages for any breach of a director's fiduciary duty. The Seventh Restated
Articles of Incorporation do not, however, eliminate the duty of care, and in
appropriate circumstances equitable remedies such as an injunction or other
forms of non-monetary relief would remain available under California law. Each
director will continue to be subject to liability for acts or omissions not in
good faith or involving intentional misconduct or knowing violations of law, for
acts or omissions that the director believes to be contrary to the best
interests of the Registrant or its shareholders, for any transaction from which
the director derived an improper personal benefit, for acts or omissions

II-1.
<PAGE>

involving a reckless disregard for the director's duty to the Registrant or its
shareholders when the director was aware or should have been aware of a risk of
serious injury to the Registrant or its shareholders, for acts or omissions that
constitute an unexcused pattern of inattention that amounts to an abdication of
the director's duty to the Registrant or its shareholders, for improper
transactions between the director and the Registrant and for improper
distributions to shareholders and loans to directors and officers. This
provision also does not affect a director's responsibilities under any other
laws, such as the Federal securities laws or state or Federal environmental
laws.

Item 7. Exemption from Registration Claimed
-----------------------------------

Not Applicable.

Item 8. Exhibits
--------

Exhibit
Number Exhibit
------- -------

4 Instruments Defining Rights of Shareholders. Reference
is made to Registrant's Registration Statement on Form
8-A, including the exhibits thereto, which are
incorporated herein by reference pursuant to Item 3(d).
5 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained
in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of
this Registration Statement.
99.1 Trikon Technologies, Inc. 1991 Stock Option Plan
(Amended and Restated as of January 26, 1999).
99.2 Form of Incentive Stock Option Agreement.
99.3 Form of Non-Qualified Stock Option Agreement.
99.4 Form of Option Certificate for use generally in
connection with the Share Option Scheme under the
Trikon Technologies, Inc. 1991 Stock Option Plan.
99.5 Trikon Technologies, Inc. 1998 Directors Stock Option
Plan (Amended and Restated as of January 26, 1999).
99.6 Form of Notice of Grant of Non-Employee Director Stock
Option (Initial Grant).
99.7 Form of Notice of Grant of Non-Employee Director Stock
Option (Annual Grant).
99.8 Form of Automatic Stock Option Agreement.

Item 9. Undertakings
------------

A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"),
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement,
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
--------
however, that clauses (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference into the
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 Act each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and (3) to remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the Trikon Technologies, Inc. 1991 Stock Option Plan
(amended and restated as of January 26, 1999) and the Trikon Technologies, Inc.
1998 Directors Stock Option Plan (amended and restated as of January 26, 1999).

B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

II-2.
<PAGE>

C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnity provisions summarized in Item 6 or
otherwise, the Registrant has been informed that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

II-3.
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport, County of Gwent, United Kingdom on this
5th day of March, 1999.

TRIKON TECHNOLOGIES, INC.

By /s/ Nigel Wheeler
-------------------------
Nigel Wheeler
President, Chief Executive Officer
and Director

POWER OF ATTORNEY
-----------------

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of Trikon Technologies, Inc., a
California corporation, do hereby constitute and appoint Nigel Wheeler and
Jeremy Linnert their lawful attorneys-in-fact and agents with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the names
of the undersigned officers and directors in the capacities indicated below to
this Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that said attorneys and agents, shall
do or cause to be done by virtue hereof. This Power of Attorney may be signed
in several counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:

Signatures Title Date
- ---------- ----- ----

/s/ Nigel Wheeler President, Chief Executive March 5, 1999
- ------------------------- Officer and Director
Nigel Wheeler (Principal Executive Officer)

/s/ Jeremy Linnert Chief Financial Officer March 5, 1999
- ------------------------- and Secretary
Jeremy Linnert (Principal Financial
and Accounting Officer)

/s/ Christopher D. Dobson Chairman of the Board March 5, 1999
- ------------------------- and Director
Christopher D. Dobson

II-4.
<PAGE>

Signatures Title Date
- ---------- ----- ----

/s/ Richard M. Conn Director March 5, 1999
- ----------------------------
Richard M. Conn

/s/ Lawrence D. Lenihan, Jr. Director March 5, 1999
- ----------------------------

/s/ Stephen N. Wertheimer Director March 5, 1999
- ----------------------------
Stephen N. Wertheimer

II-5.
<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

EXHIBITS

FORM S-8

UNDER

SECURITIES ACT OF 1933

TRIKON TECHNOLOGIES, INC.
<PAGE>

EXHIBIT INDEX
-------------

Exhibit
Number Exhibit
------- -------

4 Instruments Defining Rights of Shareholders. Reference is made
to Registrant's Registration Statement on Form 8-A, including
the exhibits thereto, which are incorporated herein by reference
pursuant to Item 3(d).
5 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Trikon Technologies, Inc. 1991 Stock Option Plan (Amended and
Restated as of January 26, 1999).
99.2 Form of Incentive Stock Option Agreement.
99.3 Form of Non-Qualified Stock Option Agreement.
99.4 Form of Option Certificate for use generally in connection with
the Share Option Scheme under the Trikon Technologies, Inc. 1991
Stock Option Plan.
99.5 Trikon Technologies, Inc. 1998 Directors Stock Option Plan
(Amended and Restated as of January 26, 1999).
99.6 Form of Notice of Grant of Non-Employee Director Stock Option
(Initial Grant).
99.7 Form of Notice of Grant of Non-Employee Director Stock Option
(Annual Grant).
99.8 Form of Automatic Stock Option Agreement.

<PAGE>

EXHIBIT 5

March 5, 1999

Trikon Technologies, Inc.
Ringland Way
Newport, Gwent NP6 2TA
United Kingdom

Re: Trikon Technologies, Inc. Registration Statement for
Offering of 8,509,167 shares of Common Stock
-----------------------------------------------

Ladies and Gentlemen:

We have acted as counsel to Trikon Technologies, Inc., a California
corporation (the "Company") in connection with the registration on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, of
8,509,167 shares of the Company's common stock (the "Shares") and related stock
options for issuance in the aggregate under the Trikon Technologies, Inc. 1991
Stock Option Plan (the "1991 Plan"), as amended and restated as of January 26,
1999 (8,009,167 Shares), and Trikon Technologies, Inc. 1998 Directors Stock
Option Plan (the "1998 Plan"), as amended and restated as of January 26, 1999
(500,000 Shares) (the "Plans").

This opinion is being furnished in accordance with the requirements of Item
8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment and
amendment of the 1991 Plan and the establishment and amendment of the 1998
Plan. Based on such review, we are of the opinion that, if, as and when the
Shares have been issued and sold (and the consideration therefor received)
pursuant to the provisions of option agreements duly authorized under the
Plans and in accordance with the Registration Statement, such Shares will be
duly authorized, legally issued, fully paid and nonassessable.

We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement.

This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Plans or the Shares.

Very truly yours,

/s/ BROBECK, PHLEGER & HARRISON LLP
BROBECK, PHLEGER & HARRISON LLP

<PAGE>

EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference therein of our report dated March
20, 1998, except for Note 13, as to which the date is April 3, 1998, with
respect to the consolidated financial statements and schedule of Trikon
Technologies, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1997, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Woodland Hills, California
March 1, 1999

<PAGE>

EXHIBIT 99.1

TRIKON TECHNOLOGIES, INC.

1991 STOCK OPTION PLAN

(Amended and Restated as of January 26, 1999)

SECTION 1. Description of Plan. This is the 1991 Stock Option Plan
(the "Plan") of Trikon Technologies, Inc., a California corporation (the
"Company"). Under the Plan, employees, directors, consultants and advisors of
the Company or any of its Subsidiaries, to be selected as set forth below, may
be granted options ("Options") to purchase shares of the Common Stock of the
Company ("Common Stock"). For purposes of the Plan, the term "Subsidiary" means
any corporation 50% or more of the voting stock of which is owned by the Company
or by a Subsidiary of the Company. It is intended that the Options under the
Plan will either qualify for treatment as incentive stock options under Section
422 of the Internal Revenue Code of 1986, as amended (the "Code") and be
designated Incentive Stock Options, or not qualify for such treatment and be
designated Non-Statutory Stock Options.

SECTION 2. Purpose of this Plan. The purpose of the Plan and of
granting options to employees, directors, consultants and advisors is to further
the growth, development and financial success of the Company and its
subsidiaries by providing additional incentives to such persons by assisting
them in acquiring shares of Common Stock and to benefit directly from the
Company's growth, development and financial success.

SECTION 3. Eligibility. The persons who shall be eligible to receive
grants of Options under the Plan shall be the employees, directors, consultants
and advisors of the Company or any of its Subsidiaries. A person who holds an
Option is herein referred to as a "Participant." More than one Option may be
granted to any one Participant. Notwithstanding the foregoing, no Option may be
granted to any person who then owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or of a Subsidiary
unless the Option Price (as hereinafter defined) is at least 110% of the fair
market value of the Common Stock on the date of grant. In addition, any
Incentive Stock Option granted to any person who then owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
Company or of a Subsidiary shall have a termination date not later than five
years after the date such Option is granted. For this purpose, a person's stock
ownership is determined using the constructive ownership rules contained in Code
Section 424(d).

Only employees of the Company or a Subsidiary may be granted Incentive
Stock Options under the Plan. The exercise of an Incentive Stock Option will
not qualify for favorable income tax treatment unless the Participant remains an
employee of the Company or a Subsidiary at all times during the period beginning
on the date of the grant of the Incentive Stock Option and ending on the date
three months before the date of the exercise of the Incentive Stock Option. For
this purpose, a Participant who is on a leave of absence that exceeds ninety
days
<PAGE>

will be considered to have terminated his employment on the ninety-first day of
the leave of absence, unless the Participant's rights to reemployment are
guaranteed by statute or contract. However, a Participant will not be
considered to have incurred a termination of employment because of a transfer of
employment between the Company and a Subsidiary (or vice versa).

The aggregate fair market value (determined as of the time an Option
is granted) of the Common Stock for which any Participant may be granted
Incentive Stock Options first exercisable in any calendar year under the Plan
and any other incentive stock option plans (which qualify under Section 422 of
the Code) of the Company or any Subsidiary shall not exceed $100,000.

SECTION 4. Administration. This Plan shall be administered by the
Board of Directors of the Company or a committee thereof (in either case, the
"Board"). Should the Board delegate its authority to administer the Plan to a
committee of the Board, then such committee shall be comprised of individuals
who satisfy the requirements under Rule 16b-3 of the Securities Exchange Act of
1934, as amended (the "1934 Act") and under Code Section 162(m) for purposes of
Option grants made to officers and directors of the Company who are subject to
the short-swing liability provisions of Section 16 of the 1934 Act, as amended.

The Board is authorized and empowered to administer the Plan and,
subject to the Plan, (a) to select the Participants, to specify the number of
shares of Common Stock with respect to which Options are granted to each such
Participant, to specify the Option Price (as hereinafter defined) and the terms
of Options, and in general to grant Options; (b) to determine, subject to the
limits of Section 3 hereof, whether Options will be Incentive Stock Options or
Non-Statutory Stock Options; (c) to determine the dates upon which Options shall
be granted and to provide for the terms and conditions of the Options in a
manner consistent with this Plan, which terms and conditions need not be
identical as to the various Options granted; (d) to interpret the Plan; (e) to
prescribe, amend and rescind rules relating to the Plan; and (f) to determine
the rights and obligations of Participants under the Plan. The interpretation
and construction by the Board of any provision of the Plan or of any Option
granted thereunder shall be final. No member of the Board shall be liable for
any action or determination made in good faith with respect to the Plan or any
Option granted under it.

SECTION 5. Shares Subject to the Plan. The number of shares of Common
Stock which may be purchased pursuant to the exercise of Options granted under
both the Plan and the Company's Share Option Scheme shall be 8,870,000 shares.
Such share reserve includes (i) 1,300,000 shares reserved for issuance prior to
the acquisition of Electrotech Limited and Electrotech Equipment Limited
(collectively "Electrotech"), (ii) an additional 1,100,000 shares approved by
the Board and shareholders in connection with the acquisition of Electrotech and
(iii) an additional increase of 6,470,000 shares approved by the Board as of
June 19, 1998, and approved by the shareholders at the 1998 Annual Meeting held
on July 28, 1998. Such number shall in any event be adjusted to reflect all
stock splits, stock dividends or similar capital changes. Upon the expiration
or termination for any reason of an outstanding Option which shall not have

2.
<PAGE>

been exercised in full, any shares of Common Stock then remaining unissued which
shall have been reserved for issuance upon such exercise shall again become
available for the granting of additional Options under the Plan.

The maximum number of shares for which options may be granted to any
Participant shall be limited to 500,000 shares per calendar year, except such
limit shall be 2,000,000 shares for the calendar year in which an individual
first commences service with the Company. For this purpose, an Option granted
to a Participant shall be continued to be outstanding despite its cancellation,
and the repricing of an Option shall be treated as the grant of a new option.

SECTION 6. Option Price. The purchase price per share (the "Option
Price") of the shares of Common Stock underlying each Option shall be determined
in each case by the Board with respect to each specific Option but shall not be
less than the Fair Market Value (as defined below) of such shares on the date of
grant. In the event that the Company acquires another entity, the Board may
authorize the issuance of Options ("Substitute Options") to the individuals
performing services for the acquired entity in substitution of stock options
previously granted to those individuals in connection with their performance of
services for such entity upon such terms and conditions as the Board shall
determine, taking into account the conditions of Code Section 424(a) in the case
of a Substitute Option that is intended to be an Incentive Stock Option.

Fair Market Value per share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:

(a) If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date immediately prior to the date
in question, as such price is reported by the National Association of
Securities Dealers on the Nasdaq National Market. If there is no closing
selling price for the Common Stock on the date immediately prior to the
date in question, then the Fair Market Value shall be the closing selling
price on the last preceding date for which such quotation exists.

(b) If the Common Stock is at the time listed on either the
American Stock Exchange or the New York Stock Exchange, then the Fair
Market Value shall be the closing selling price per share of Common Stock
on the date immediately prior to the date in question on the stock exchange
determined by the Board to be the primary market for the Common Stock, as
such price is officially quoted in the composite tape of transactions on
such exchange. If there is no closing selling price for the Common Stock
on the date immediately prior to the date in question, then the Fair Market
Value shall be the closing selling price on the last preceding date for
which such quotation exists.

3.
<PAGE>

(c) In the event the Common Stock is not traded on the Nasdaq
National Market or listed on the American Stock Exchange or the New York
Stock Exchange, the Fair Market Value shall be determined by the Board,
after taking into account such factors as it deems appropriate.

SECTION 7. Exercise of Options. Subject to all other provisions of
the Plan, each Option shall be exercisable for the full number of shares of
Common Stock subject thereto, or any part thereof, in five equal cumulative
annual installments commencing one year after the date of grant (provided the
Participant is employed by the Company at the time of vesting), or in such other
installments and at such other intervals as the Board may in any specific case
or cases otherwise specifically determine in granting such Option. The Board
may not impose a vesting schedule upon the Option or shares of Common Stock
subject to such Option which is more restrictive than twenty percent (20%) per
year vesting, with the initial vesting to occur not later than one (1) year
after the date of grant of the Option. However, such limitation shall not be
applicable to any Option granted to individuals who are officers of the Company,
directors or independent consultants. Each Option shall terminate and expire,
and shall no longer be subject to exercise, ten years after the date of grant
thereof, or at such earlier date as the Board may otherwise specifically
determine in granting such Option. The Option shall be exercised by the
Participant by giving written notice to the Company specifying the number of
full shares to be purchased and accompanied by payment of the full purchase
price therefor in cash, by check or in such other form of lawful consideration
(including promissory notes or shares of Common Stock then held by the
Participant) as the Board may approve from time to time.

SECTION 8. Option. Each Option granted under the Plan shall be
evidenced by a written stock option executed by the Company and delivered to the
Participant, which shall be substantially in the form attached as Exhibit A
hereto, or shall be in such other form as specified by the Board. Such stock
option shall indicate whether such Option is to be an Incentive Stock Option or
a Non-Statutory Stock Option and, if an Incentive Stock Option, shall contain
terms and conditions permitting such Option to qualify for treatment as an
incentive stock option under Section 422 of the Code.

SECTION 9. Issuance of Common Stock. The Company's obligation to
issue shares of Common Stock upon the exercise of an Option is expressly
conditioned upon the making of such investment representations and related
undertakings by the Participant (or his legal representative, heir or legatee,
as the case may be) in order to comply with the requirements of any exemption
from any securities law registration or other qualification of such shares which
the Company in its sole discretion shall deem necessary or advisable. Such
required representations and undertakings may include representations and
agreements that such Participant (or his legal representative, heir or legatee):
(a) is purchasing such shares for investment and not with any present intention
of selling or otherwise disposing thereof, and (b) agrees to have placed upon
the face and reverse of any certificates evidencing such shares a legend setting
forth (i) any representations and undertakings which such Participant has given
to the Company or a reference

4.
<PAGE>

thereto, and (ii) that, prior to effecting any sale or other disposition of any
such shares, the Participant must furnish to the Company an opinion of counsel,
satisfactory to the Company and its counsel, to the effect that such sale or
disposition will not violate the applicable requirements of state and federal
laws and regulatory agencies.

SECTION 10. Limited Transferability of Options. During the lifetime
of a Participant, Options shall be exercisable only by the Participant and shall
not be assignable or transferable other than by will or by the laws of descent
and distribution following the Participant's death in accordance with Section
13(b) hereof.

SECTION 11. Recapitalization, Reorganization, Merger or
Consolidation. If the outstanding shares of Common Stock of the Company are
increased, decreased or exchanged for different securities through
reorganization, merger, consolidation, recapitalization, reclassification, stock
split, stock dividend or like capital adjustment, a proportionate adjustment
shall be made (a) in the aggregate number of shares of Common Stock which may be
issued pursuant to the exercise of Options under the Plan and the maximum number
of shares for which options may be granted per Participant, as provided in
Section 5, and (b) in the number, price and kind of shares subject to any
outstanding Option granted under the Plan.

Upon the dissolution or liquidation of the Company or upon any
reorganization, merger or consolidation in which the Company does not survive,
the Plan and each outstanding Option shall terminate; provided that in such
event: (a) each Participant to whom no Option has been tendered by the
surviving corporation in accordance with all of the terms of clause (b)
immediately below shall have the right until five days before the effective date
of such dissolution or liquidation, or such merger or consolidation in which the
Company is not the surviving corporation, to exercise in whole or in part any
unexpired Option or Options issued to him, without regard to the installment
provisions of Section 7 of the Plan or any option agreement; or (b) in its sole
and absolute discretion, the surviving corporation may, but shall not be so
obligated, tender to any Participant holding an Option, an option or options to
purchase shares of the surviving corporation, and such new option or options
shall contain such terms and provisions as shall be required to preserve
substantially all of the rights and benefits of any Option then outstanding
under the Plan. Each Participant shall be given written notice by the Company
of any such proposed or contemplated dissolution, liquidation, reorganization,
merger or consolidation at least thirty-five (35) days prior to the effective
date thereof, which notice shall advise such Participant of the proposed
dissolution, liquidation, reorganization, merger or consolidation and the rights
of the Participant pursuant to this paragraph.

To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except as
hereinbefore expressly provided in this Section 11, the Participant shall have
no rights by reason of any subdivision or consolidation of shares of stock of
any class or the payment of any stock dividend or any other increase or decrease
in the number of shares of stock of any class, and the number or price of shares
of Common Stock

5.
<PAGE>

subject to any Option shall not be affected by, and no adjustment shall be made
by reason of, any dissolution, liquidation, reorganization, merger or
consolidation, or any issue by the Company of shares of stock of any class, or
rights to purchase or subscribe for stock of any class, or securities
convertible into shares of stock of any class.

The grant of an Option pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassifications or
changes in its capital or business structures or to merge, consolidate, dissolve
or liquidate or to sell or transfer all or any part of its business or assets.

SECTION 12. Rights as a Shareholder. A Participant holding an
Option, or a transferee of an Option, shall have no rights as a shareholder with
respect to any shares covered by his Option until the date of the issuance of a
stock certificate to him for such shares, and no adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date such stock certificate is issued, except as expressly provided in
Section 11.

SECTION 13. Termination of Options. Each Option granted under the
Plan shall set forth a termination date thereof, which date shall be not later
than ten years from the date such Option is granted. Except as otherwise
determined by the Board and set forth in the documents evidencing an Option, all
Options shall terminate and expire upon the first to occur of the following
events:

(a) the expiration of 30 days from the date of such Participant's
termination of employment (other than by reason of death), except that
if the Participant is disabled (within the meaning of Section 22(e)(3)
of the Internal Revenue Code) at the time of his termination of
employment, the expiration of one year from the date of the
Participant's termination of employment;

(b) the expiration of 180 days from the date of the death of such
Participant if his death occurs while he is employed by the Company or
any of its subsidiaries; or

The termination of employment of a Participant by death or otherwise
shall not accelerate or otherwise affect the number of shares with respect to
which an Option may be exercised, and the Option may only be exercised with
respect to that number of shares which could have been purchased under the
Option had the Option been exercised by the Participant on the date of such
termination.

6.
<PAGE>

For purposes of the above, in the case of Options granted to
Participants who are directors of the Company or consultants or advisors to the
Company, "employment" shall mean service as such director, consultant or advisor
to the Company.

SECTION 14. Withholding of Taxes. The Company shall deduct and
withhold from the wages, salary, bonus and other income paid by the Company to
the Participant the requisite tax upon the amount of taxable income, if any,
recognized by the Participant in connection with the exercise in whole or in
part of any Option or the sale of Common Stock issued to the Participant upon
exercise of the Option, all as may be required from time to time under any
federal or state tax laws and regulations. This withholding of tax shall be
made from the Company's concurrent or next payment of wages, salary, bonus or
other income to the Participant or by payment to the Company by the Participant
of the required withholding tax, as the Board may determine.

SECTION 15. Termination of Plan. The Plan shall terminate upon the
earliest to occur of (i) December 31, 2003, (ii) the date on which all shares
- --------
available for issuance under the Plan shall have been issued or (iii) the
termination of all outstanding options in accordance with Section 11. However,
the Board may in its absolute discretion terminate the Plan at any time. Should
the Plan terminate on December 31, 2003, or by the Board in its absolute
discretion, then all Option grants outstanding at that time shall continue to
have force and effect in accordance with the provisions of the documents
evidencing such grants.

SECTION 16. Amendment of Plan. The Board shall have complete and
exclusive power and authority to amend or modify the Plan in any or all
respects. However, no such amendment or modification shall adversely affect the
rights and obligations with respect to Options at the time outstanding under the
Plan unless the Participant consents to such amendment or modification. In
addition, certain amendments may require shareholder approval pursuant to
applicable laws or regulations.

As of June 19, 1998, the Plan was amended to effect the following
changes (the "1998 Restatement") (i) increase the number of shares of Common
Stock authorized for issuance over the term of the Plan by an additional
6,470,000 shares, (ii) eliminate the restriction under the Company's Share
Option Scheme, a separate subplan incorporated within the Plan, which limited
the maximum number of shares for which options may be granted to residents of
the United Kingdom to 800,000 shares, as last approved by the United Kingdom
taxation authority, (iii) extend the termination date of the Plan from December
10, 2000 to December 31, 2003, (iv) increase the maximum number of shares any
participant may receive under the Plan from 500,000 shares over the term of the
Plan to 500,000 shares per calendar year, except such limit will be increased to
2,000,000 shares in the calendar year in which a participant first commences
service with the Company, and (v) effect a series of technical changes to the
provisions of the Plan (including the shareholder approval requirements and the
transferability of non-statutory stock options) in order to take advantage of
recent amendments to Rule 16b-3 of the Securities and Exchange Commission which
exempts certain officer and director transactions under the Plan

7.
<PAGE>

from the short-swing liability provisions of the Federal securities laws. The
1998 Restatement became effective immediately upon adoption by the Board and was
approved by the Company's shareholders at the 1998 Annual Meeting held on July
28, 1998. All option grants made prior to the 1998 Restatement shall remain
outstanding in accordance with the terms and conditions of the respective
instruments evidencing those options, and nothing in the 1998 Restatement shall
be deemed to modify or in any way affect those outstanding options. Subject to
the foregoing limitations, the Board may make option grants under the Plan at
any time before the date fixed herein for the termination of the Plan.

SECTION 17. Amendment of Options. The Board may modify an existing
Option, including the right to (a) change the exercise price, (b) accelerate the
right to exercise it, (c) extend or renew it, or (d) cancel it and issue a new
Option. However, no modification may be made to an Option that would impair the
rights of the Participant holding the Option without his consent. Whether a
modification of an existing Incentive Stock Option will be treated as the
issuance of a new Incentive Stock Option will be determined in accordance with
the rules of Code Section 424(h). Whether a modification of an existing Option
granted to an Insider will be treated as a new grant for purposes of Section 16
of the Securities Exchange Act of 1934 will be determined in accordance with
Rule 16b-3.

SECTION 18. Financial Reports. The Company shall deliver a balance
sheet and an income statement at least annually to each individual holding an
outstanding Option, unless such individual is a key Employee whose duties in
connection with the Company or Subsidiary assure such individual access to
equivalent information.

8.
<PAGE>

RULES OF THE
TRIKON TECHNOLOGIES, INC.
(UNITED KINGDOM COMPANIES)

SHARE OPTION SCHEME
-------------------

1. DEFINITIONS
-----------

1.1 In these Rules the following words and expressions shall
have the following meanings:

"Announcement Date" the date on which the annual or half-yearly
results of the Company are announced.

"Appropriate Period" the meaning given in Paragraph 15(2) of
Schedule 9.

"Approval Date" the date on which the Scheme is approved by the
Board of Inland Revenue under Schedule 9.

"Associated Company" has the same meaning in Section 416 of ICTA
1988.

"Auditors" the auditors for the time being of the Company (acting
as experts and not as arbitrators).

"Board" the Board of Directors of the Company or, except in Rule
10.4, a duly constituted committee thereof.

"Company" Trikon Technologies, Inc.

"Control" has the same meaning as in Section 840 of ICTA 1988.

"Dealing Day" a day on which the stock exchange is open for the
transaction of business.

"Date of Grant" the date on which an Option is, was, or is to be
granted under the Scheme.

"Eligible Employee" any director of any Participating Company
who is required to devote to his duties not less than 25 hours per week
(excluding meal breaks) or any employee (other than one who is a director) of
any Participating Company, provided that the director or employee is not
precluded by paragraph 8 of Schedule 9 from participating in the Scheme.

9.
<PAGE>

"ICTA 1988" The Income and Corporation Taxes Act 1988.

"Market Value" on any date the closing selling price of a Share
on the Dealing Day immediately prior to the date in question, as such price is
reported by the National Association of Securities Dealers on the Nasdaq
National Market, or if not then traded on the Nasdaq National Market, as such
price is reported by the stock exchange on which the Shares are listed. If
there is no closing selling price immediately prior to the date in question,
then Market Value shall be the closing selling price on the last preceding
date for which such quotation exists. (Provided that if the Dealing Day does
not fall within the period specified in Rule 2, on any date the market value
of a Share determined in accordance with the provisions of Part VIII of the
Taxation of Chargeable Gains Act 1992 and agreed for the purposes of the
Scheme with the Inland Revenue Shares Valuation Division on or before that
day.)

"Option" a right to acquire Shares granted (or to be granted) in
accordance with the Rules of this Scheme.

"Option Holder" an individual to whom an Option has been granted
or his personal representatives.

"Participating Company" the Company and any other company of
which the Company has Control and which is for the time being nominated by the
Board to be a Participating Company.

"Schedule 9" Schedule 9 ICTA 1988.

"Scheme" the employee share option scheme constituted and
governed by these rules as from time to time amended.

"Share" a share of Common Stock of the Company which satisfies
the conditions specified in paragraphs 10-14 inclusive of Schedule 9.

"Subscription Price" the price at which each Share subject to
an Option may be acquired on the exercise of that Option determined in
accordance with Rule 2.

"Subsisting Option" an option which has neither lapsed nor been
exercised.

1.2 Where the context so admits the singular shall include the
plural and vice versa and the masculine shall include the feminine.

1.3 Any reference in the Scheme to any enactment includes a
reference to that enactment as from time to time modified, extended or re-
enacted.

10.
<PAGE>

2. INVITATION TO APPLY FOR OPTIONS

2.1 At any time or times within a period of four weeks after an
Announcement Date or the Approval Date, and in any case not earlier than the
Approval Date nor later than the tenth anniversary thereof, the Board may in its
absolute discretion select any number of individuals who may at the intended
Date of Grant be Eligible Employees and invite them to apply for the grant of
Options to acquire Shares in the Company.

2.2 Each invitation shall specify:

i) the date (being neither earlier than 7 nor later than
14 days after the issue of the invitation) by which an
application must be made,

ii) the maximum number of Shares over which that individual
may on that occasion apply for an Option, being
determined at the absolute discretion of the Board
save that it shall not be so large that the grant of
the Option over that number of Shares would cause the
limit specified in Rule 5.1 to be exceeded, and

iii) the Subscription Price at which Shares may be acquired
on the exercise of any Option granted in response to
the application.

2.3 Each invitation shall be accompanied by an application in
such form, not inconsistent with these Rules, as the Board may determine.

2.4 i) The Subscription Price shall not be less than the
nominal value of a Share, and

ii) Subject to Rule 8, the Subscription Price shall not be
less than the Market Value of a Share on the day the
invitation to apply for an Option was issued pursuant
to Rule 2.1.

3. APPLICATIONS FOR OPTIONS

3.1 Not later than the date specified in the invitation each
Eligible Employee to whom an invitation has been issued in accordance with Rule
2 above may apply to the Board, using the application form supplied, for an
Option over a number of Shares not exceeding the number specified in the
invitation.

11.
<PAGE>

3.2 Each application shall be accompanied by a payment of
(Pounds)1 in consideration for the Option to be granted.

4. GRANT OF OPTIONS

4.1 Not later than the twenty-first day following the issue of
invitations the Board may grant to each applicant who is still an Eligible
Employee an Option over the number of Shares specified in his application.

4.2 As soon as possible after Options have been granted the
Board shall issue an option certificate in respect of each Option in such form,
not inconsistent with these Rules, as the Board may determine.

4.3 No Option may be transferred, assigned or charged and any
purported transfer, assignment or charge shall cause the Option to lapse
forthwith. Each option certificate shall carry a statement to this effect.

5. LIMITATIONS ON GRANTS

5.1 Any option granted to an Eligible Employee shall be limited
to take effect so that the aggregate Market Value of Shares subject to that
Option, when aggregated with the Market Value of shares subject to Subsisting
Options, shall not exceed (Pounds) 30,000.

5.2 For the purposes of Rule 5.1:

i) Options shall include all Options granted under this
Scheme and all options granted under any other scheme,
not being a savings-related share option scheme,
approved under Schedule 9 and established by the
Company or any Associated Company thereof.

ii) The Market Value of shares shall be calculated as at
the time the Options in relation to those shares were
granted or such earlier time as may have been agreed
in writing with the Board of Inland Revenue.

6. EXERCISE OF OPTIONS

6.1 Subject to Rule 9 below and provided always that at all
times the Option has not lapsed it may be exercised in whole or in part in five
(5) equal cumulative annual installments commencing one year after the Date of
Grant or in such other installments and/or at such other intervals as may be
specified in the invitation to apply for the grant of the Option.

12.
<PAGE>

6.2 An Option shall lapse on the latest of the following events:

i) the Option Holder ceasing to be employed by a
Participating Company; and, the earliest of:

ii) the tenth anniversary of the Date of Grant, or such
shorter period as may be specified in the invitation
to apply for the grant of the Option,

iii) the expiration of 180 days from the Option Holder's
death if his death occurs while he is employed by any
Participating Company,

iv) the expiration of 30 days following the Option Holder
ceasing to be a director or employee of any
Participating Company, other than by reason of his
death, except that if Option Holder is disabled at the
time he ceases to be a director or employee, the
expiration of one year from the date of termination,

v) unless a release has been effected under Rule 7.4, six
months after the Option has become exercisable in
accordance with Rule 7, and

vi) the Option Holder being adjudicated bankrupt.

6.3 The termination of Employment of an Option Holder by death
or otherwise shall not accelerate or otherwise affect the number of Shares with
respect to which an Option may be exercised, and the Option may only be
exercised with respect to that number of Shares which could have been purchased
under the Option had the Option been exercised by the Option Holder on the date
of such termination.

7. TAKEOVERS AND LIQUIDATIONS

7.1 If any person obtains Control of the Company as a result of
making:

i) a general offer to acquire the whole of the issued
share capital of the Company which is made on a condition such that if it is
satisfied the person making the offer will have Control of the Company, or

ii) a general offer to acquire all the shares in the
Company which are of the same class as the Shares,

13.
<PAGE>

then any Subsisting Option may subject to Rule 7.4 below be exercised within six
months of the time when the person making the offer has obtained Control of the
Company and any condition subject to which the offer is made has been satisfied.

7.2 If under Section 425 of the Companies Act 1985 or any
provisions of United States law having similar effect the Court sanctions a
compromise or arrangement proposed for the purposes of or in connection with a
scheme for the reconstruction of the Company or its amalgamation with any other
company or companies, any Subsisting Option may subject to Rule 7.4 below be
exercised within six months of the Court sanctioning the compromise or
arrangement.

7.3 If any person becomes bound or entitled to acquire shares
in the Company under Section 428 to 430 of the said Act of 1985 or Articles 421
to 423 of the said Order of 1986 or any provisions of United States law having
similar effect any Subsisting Option may subject to Rule 7.4 below be exercised
at any time when that person remains so bound or entitled.

7.4 If as a result of the events specified in Rules 7.1 or 7.2
a company has obtained Control of the Company, or if a company has become bound
or entitled as mentioned in Rule 7.3, the Option Holder may, by agreement with
that other company (the "Acquiring Company"), within the Appropriate Period,
release each Subsisting Option (the "Old Option") for an option (the "New
Option") which satisfies the conditions that it:

i) is over shares in the Acquiring Company or some other
company falling within paragraph (b) or paragraph (c)
of Paragraph 10, Schedule 9 which satisfy the
conditions specified in Paragraphs 10 to 14 inclusive
of Schedule 9.

ii) is a right to acquire such number of such shares as has
on acquisition of the New Option an aggregate Market
Value equal to the aggregate Market Value of the shares
subject to the Old Option on its release,

iii) has a subscription price per share such that the
aggregate price payable on the complete exercise equals
the aggregate price which would have been payable on
complete exercise of the Old Option, and

iv) is otherwise identical in terms to the Old Option.

The New Option shall, for all other purposes of this scheme, be
treated as having been acquired at the same time as the Old Option.

14.
<PAGE>

Where any New Options are granted pursuant to this clause 7.4, Rules
4.3, 6, 7, 8, 9, 10.1 and 10.3 to 10.6 shall, in relation the New Options, be
construed as if references to the Company and to the Shares were references to
the Acquiring Company or, as the case may be, to the other company to whose
shares the New Options relate, and to the shares in that other company, but
reference to Participating Company shall continue to be construed as if
references to the Company were references to Trikon Technologies, Inc.

7.5 If the Company passes a resolution for voluntary winding
up, any Subsisting Option may be exercised within six months of the passing of
the resolution.

7.6 For the purposes of this Rule 7, other than Rule 7.4, a
person shall be deemed to have obtained Control of a Company if he and others
acting in concert with him have together obtained Control of it.

7.7 The exercise of an Option pursuant to the preceding
provisions of this Rule 7 shall be subject to the provisions of the Rule 9
below.

7.8 Where in accordance with Rule 7.4 Subsisting Options are
released and New Options granted the New Options shall not be exercisable in
accordance with Rule 7.1, 7.2 and 7.3 above by virtue of the event by reason of
which the New Options were granted.

8. VARIATION OF SHARE CAPITAL

In the event of any variation of the share capital of the
Company by way of capitalization or rights issue, consolidation, subdivision
or reduction of capital or otherwise, the number of Shares subject to any
Option and the Subscription Price for each of those Shares shall be adjusted
in such manner as the Auditors confirm in writing to be fair and reasonable
provided that:

i) the aggregate amount payable on the exercise of an Option
in full is not increased,

ii) the Subscription Price for a Share is not reduced below its
nominal value,

iii) no adjustment shall be made without the prior approval of
the Board of Inland Revenue, and

iv) following the adjustment the Shares continue to satisfy the
conditions specified in paragraphs 10 to 14 inclusive of
Schedule 9.

15.
<PAGE>

9. MANNER OF EXERCISE OF OPTIONS

9.1 No Option may be exercised by an individual at any time
when he is precluded by paragraph 8 of Schedule 9 from participating in the
Scheme.

9.2 No Option may be exercised at any time when the shares
which may be thereby acquired do not satisfy the conditions specified in
paragraphs 10-14 of Schedule 9.

9.3 An Option shall be exercised by the Option Holder giving
notice to the Company in writing of the number of Shares in respect of which he
wishes to exercise the Option accompanied by the appropriate payment and the
relevant option certificate and shall be effective on the date of its receipt by
the Company.

9.4 Shares shall be allotted and issued or transferred pursuant
to a notice of exercise within 30 days of the date of exercise and a definitive
share certificate issued to the Option Holder in respect thereof. Save for any
rights determined by reference to a date preceding the date of allotment or
transfer, such Shares shall rank pari passu with the other shares of the same
class in issue at the date of allotment.

9.5 When an Option is exercised only in part, the balance shall
remain exercisable on the same terms as originally applied to the whole Option
and a new option certificate shall be issued accordingly by the Company as soon
as possible after the partial exercise.

10. ADMINISTRATION AND AMENDMENT

10.1 The Scheme shall be administered by the Board whose
decision on all disputes shall be final.

10.2 The Board may from time to time amend these Rules provided
that:

i) no amendment may materially affect an Option Holder as
regards an Option granted prior to the amendment being
made,

ii) no amendment may be made which would make the terms on
which Options may be granted materially more generous
without the prior approval of the Company in general
meeting, and

16.
<PAGE>

iii) no amendment shall have effect until approved by the
Board of Inland Revenue.

10.3 The cost of establishing and operating the Scheme shall be
home by the Participating Companies in such proportions as the Board shall
determine.

10.4 The Board may establish a committee consisting of not less
than three Board members to whom any or all of its powers in relation to the
Scheme may be delegated. The Board may at any time dissolve the Committee,
alter its constitution or direct the manner in which it shall act.

10.5 Any notice or other communication under or in connection
with the Scheme may be given by the Company either personally or by post and to
the Company either personally or by post to the secretary; items sent by post
shall be prepaid and shall be deemed to have been received 72 hours after
posting.

10.6 The Company shall at all times keep available sufficient
authorized and unissued Shares or shall otherwise procure that sufficient issued
Shares are available for transfer to satisfy the exercise to the full extent
still possible of all Options which have neither lapsed nor been fully
exercised, taking account of any other obligations of the Company to issue
unissued Shares.

17.

<PAGE>

EXHIBIT 99.2

TRIKON TECHNOLOGIES, INC.

STOCK OPTION

Optionee: [NAME]
------

No. of Shares: XXXX
----

Option Price: $1.4375
-------

Commencement Date: February 6, 1998
----------------

Execution of this Option on behalf of Trikon Technologies, Inc.:

Trikon Technologies, Inc.

By
------------------------

THIS OPTION ("Option") is granted as of February 6, 1998, by Trikon
----------------
Technologies, Inc., a California corporation (the "Company"), to the Optionee
indicated at the top of this page (the "Optionee"). Under the 1991 Stock Option
Plan (the "Plan"), the Board of Directors has authorized the grant to the
Optionee of an option to purchase shares of the Common Stock of the Company
under the terms and conditions of this Option. This Option consists of nine
numbered paragraphs, and has been executed by the Company at the top of this
page.

1. Type of Option for Purposes of Tax Consequences. This Option
-----------------------------------------------
is intended to be treated as an Incentive Stock Option ("ISO") qualifying under
Section 422 of the Internal Revenue Code

2. Option; Number of Shares; Price.
-------------------------------

The Company grants to the Optionee the right ("Option") to
purchase all or any portion of the number of shares of the Common Stock of the
Company indicated at the top of this page ("Stock") at the purchase price per
share indicated at the top of this page (the "Option Price"). This Option is
subject to

Page 1 of 4
<PAGE>

the terms and conditions stated herein and in the Plan, including but not
limited to the provisions of the Plan under which this Option shall be subject
to modification if and when certain events occur.

3. Term of Option.
--------------

This Option shall expire when the first of the following occurs:

(a) the tenth anniversary date of the Commencement Date
indicated at the top of the first page of this Option;

(b) the expiration of thirty (30) days from the date of the
Optionee's termination of employment, either voluntary or involuntary and either
with or without cause (other than by reason of death), except that if the
Optionee is disabled (within the meaning of Section 22(e)(3) of the Internal
Revenue Code) at the time of his or her termination of employment, the
expiration of one year from the date of the Optionee's termination of
employment;

(c) the expiration of 180 days from the date the Optionee dies
if he or she dies while he is employed by the Company or any of its
subsidiaries; or

(d) the termination of the Option under the Plan.

4. Exercise of Option.
------------------

This Option may be exercised by the Optionee (or, after his
death, by the person designated in Section 5) only in accordance with the
following provisions:

(a) This Option may be exercised by the Optionee upon delivery
of the following to the Company at its principal executive offices:

(i) a written notice of exercise which identifies this
Option and states the number of shares of Stock then being purchased;

(ii) a check or cash in the amount of the purchase price
(or payment of the purchase price in such other

Page 2 of 4
<PAGE>

form of lawful consideration as the Company's Board of Directors may approve
from time to time under the provisions of the Plan); and

(i) a check or cash, if requested by the Company either
before or after the Company's receipt of the notice of exercise, in the amount
of any taxes (other than stock issue or transfer taxes) which the Company is
obligated to collect or withhold by reason of the exercise of this Option.

(b) This Option shall become exercisable in four equal annual
installments on each anniversary date of the Commencement Date, which is
indicated at the top of the first page of this Option. On and after each such
anniversary date, the Optionee shall be entitled to purchase all or any portion
of one-fourth (1/4) of the shares of Stock set forth at the top of the first
page of this Option (appropriately adjusted for stock splits, stock dividends
and similar capital modifications).

The installments shall be cumulative, such that this Option may be
exercised as to any or all of the Stock covered by an installment at any time or
times after that installment becomes exercisable and until this Option expires
or terminates.

5. Termination of Employment.
-------------------------

The termination of the employment of the Optionee by death,
disability or otherwise shall not accelerate or otherwise affect the number of
shares with respect to which this Option may be exercised; provided, however,
that this Option may only be exercised with respect to that number of shares
which could have been purchased under this Option if this Option had been
exercised by the Optionee on the date of termination.

6. Death of Optionee; No Assignment.
--------------------------------

The rights of the Optionee under this Option may not be assigned
or transferred except by will or by the laws of descent and distribution. This
Option shall be exercisable only by the Optionee during his or her lifetime. Any
attempt to assign this Option in contravention of this Option shall be void and
shall have no effect. If the Optionee should die while he or she is employed by
the Company or any of its subsidiaries, his or her legal representative, his or

Page 3 of 4
<PAGE>

her legatee, or the person who acquired the right to exercise this Option by
reason of the death of the Optionee (this group shall be collectively known as
"successors") succeeds to the Optionee's rights under this Option. After the
death of the Optionee, only his or her successor may exercise this Option.

7. No Rights as Shareholder.
------------------------

The Optionee shall have no rights as a shareholder of any shares
of Stock covered by this Option until the date of issuance of a stock
certificate to him or her. Except as may be provided under the Plan, the Company
will make no adjustment for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date the stock certificate is issued.

8. This Option Subject to Plan.
---------------------------

This Option is granted under the provisions of the Plan and shall
be interpreted in a manner consistent with it. Any provision in this Option
inconsistent with the Plan shall be superseded and governed by the Plan. A copy
of the Plan is available to the Optionee at the Company's principal executive
offices upon request and without charge.

9. No Employment Agreement.
-----------------------

THE VESTING OF THE SHARES OF STOCK SUBJECT TO THIS OPTION SHALL
BE EARNED ONLY BY CONTINUED EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES OF STOCK
HEREUNDER). Nothing in this Option, nor in the Plan (which is incorporated
herein by reference), shall confer upon the Optionee any right with respect to
continuation of employment by the Company, nor shall it interfere in any way
with the Company's right (or the Optionee's right) to terminate the Optionee's
employment at any time, with or without cause.

Page 4 of 4

<PAGE>

EXHIBIT 99.3

TRIKON TECHNOLOGIES, INC.

STOCK OPTION

Optionee: [NAME]
------

No. of Shares: XXXX
----

Option Price: $1.4375
-------

Commencement Date: February 6, 1998
----------------

Execution of this Option on behalf of Trikon Technologies, Inc.:

Trikon Technologies, Inc.

By _______________________

THIS NON-QUALIFIED STOCK OPTION ("Option") is granted as of February
--------
6, 1998, by Trikon Technologies, Inc., a California corporation (the "Company"),
- -------
to the Optionee indicated at the top of this page (the "Optionee"). Under the
1991 Stock Option Plan (the "Plan"), the Board of Directors has authorized the
grant to the Optionee of an option to purchase shares of the Common Stock of the
Company under the terms and conditions of this Option. This Option consists of
nine numbered paragraphs, and has been executed by the Company at the top of
this page.

1. Type of Option for Purposes of Tax Consequences. This Option
-----------------------------------------------
is intended to be treated as a nonqualified stock option which does not qualify
under Section 422 of the Internal Revenue Code.

2. Option; Number of Shares; Price.
-------------------------------

Page 1 of 4
<PAGE>

3. Term of Option.
--------------

This Option shall expire when the first of the following occurs:

(a) the tenth anniversary date of the Commencement Date
indicated at the top of the first page of this Option;

(c) the expiration of 180 days from the date the Optionee dies
if he or she dies while he is employed by the Company or any of its
subsidiaries; or

(d) the termination of the Option under the Plan.

4. Exercise of Option.
------------------

This Option may be exercised by the Optionee (or, after his
death, by the person designated in Section 5) only in accordance with the
following provisions:

(a) This Option may be exercised by the Optionee upon delivery
of the following to the Company at its principal executive offices:

(i) a written notice of exercise which identifies this
Option and states the number of shares of Stock then being purchased;

(ii) a check or cash in the amount of the purchase price
(or payment of the purchase price in such other

Page 2 of 4
<PAGE>

form of lawful consideration as the Company's Board of Directors may approve
from time to time under the provisions of the Plan); and

(iii) a check or cash, if requested by the Company either
before or after the Company's receipt of the notice of exercise, in the amount
of any taxes (other than stock issue or transfer taxes) which the Company is
obligated to collect or withhold by reason of the exercise of this Option.

5. Termination of Employment.
-------------------------

6. Death of Optionee; No Assignment.
--------------------------------

Page 3 of 4
<PAGE>

acquired the right to exercise this Option by reason of the death of the
Optionee (this group shall be collectively known as "successors") succeeds to
the Optionee's rights under this Option. After the death of the Optionee, only
his or her successor may exercise this Option.

7. No Rights as Shareholder.
------------------------

8. This Option Subject to Plan.
---------------------------

9. No Employment Agreement.
-----------------------

Page 4 of 4

<PAGE>

EXHIBIT 99.4

OPTION CERTIFICATE

TRIKON TECHNOLOGIES, INC.
(UNITED KINGDOM COMPANIES) SHARE OPTION SCHEME

Option Certificate

This is to certify that:

________ is the holder of an Option to acquire up to a maximum of _______ shares
of Common Stock of Trikon Technologies, Inc. at a price of $_______ per share of
Common Stock.

This Option was granted on _________, 199__ under the Rules of the Trikon
Technologies, Inc. (UK Companies) Share Option Scheme.

The Option is exercisable in accordance with the terms of the Scheme Rules. If
there is to be no charge to income tax on the exercise of an Option, then in
addition to complying with the rules of the Scheme, the exercises must be

o made at a time when the Scheme retains Inland Revenue approval;

o not earlier than 3 or later than 10 years after the Option was granted; and

o not earlier than 3 years following the latest previous exercise by the
participant of an Option (obtained under this or any other Option Scheme
(except a savings related Share Option Scheme) approved by the Inland
Revenue) which enjoyed relief from income tax.

It is not transferable, and will lapse upon the occasion of an assignment,
charge, disposal or other dealing with the rights conveyed by it in any other
circumstances.

Signed _____________________

Christopher J. Matthews
PERSONNEL DIRECTOR
on Behalf of Trikon Technologies, Inc.
<PAGE>

==============================================================================
Notice of Grant of Stock Options TRIKON TECHNOLOGIES, INC.
and Option Agreement ID: 95-4054321
9255 Deering Ave.
Chatsworth, CA 91311
Phone: (818) 886-8000
- ------------------------------------------------------------------------------

Option Number:
Plan:
ID:

==============================================================================

Effective _______, you have been granted a(n) Non-Qualified Stock Option to buy
___ shares of TRIKON TECHNOLOGIES, INC. (the Company) stock at $_______ per
share.

The total option price of the shares granted is $_________.

Shares in each period will become fully vested on the date shown.

Shares Vest Type Full Vest Expiration
- --------------- ---------------- ----------------- ---------------

- ------------------------------------------------------------------------------
By your signature and the Company's signature below, you and the Company agree
that these options are granted under and governed by the terms and conditions
of the Company's Stock Option Plan as amended and the Option Agreement, all of
which are attached and made a part of this document.

==============================================================================

- ---------------------------------- ---------------------
TRIKON TECHNOLOGIES, INC. Date

- ---------------------------------- ---------------------
Date

<PAGE>

EXHIBIT 99.5

TRIKON TECHNOLOGIES, INC.

1998 DIRECTORS STOCK OPTION PLAN

(Amended and Restated as of January 26, 1999)

I. PURPOSE OF THE PLAN

This 1998 Directors Stock Option Plan (the "Plan") is intended to
promote the interests of Trikon Technologies, Inc., a California corporation
(the "Corporation"), by providing the non-employee members of the Corporation's
Board of Directors with the opportunity to acquire a proprietary interest, or
otherwise increase their proprietary interest, in the Corporation as an
incentive for them to remain in the service of the Corporation.

Capitalized terms shall have the meanings assigned to such terms in
the attached Appendix.

II. ADMINISTRATION OF THE PLAN

The terms and conditions of each automatic option grant (including the
timing and pricing of the option grant) shall be determined by the express terms
and conditions of the Plan, and neither the Board nor any committee of the Board
shall exercise any discretionary functions with respect to option grants made
pursuant to the Plan.

III. STOCK SUBJECT TO THE PLAN

A. Shares of the Corporation's Common Stock shall be available for
issuance under the Plan and shall be drawn from either the Corporation's
authorized but unissued shares of Common Stock or from reacquired shares of
Common Stock, including shares repurchased by the Corporation on the open
market. The maximum number of shares of Common Stock which may be issued over
the term of the Plan shall not exceed 500,000 shares, subject to adjustment from
time to time in accordance with the provisions of this Article III.

B. Should one or more outstanding options under this Plan expire or
terminate for any reason prior to exercise in full, then the shares subject to
the portion of each option not so exercised shall be available for subsequent
option grants under the Plan. Unvested shares issued under the Plan and
subsequently repurchased by the Corporation, at the option exercise price paid
per share, pursuant to the Corporation's repurchase rights under the Plan, shall
be added back to the number of shares of Common Stock reserved for issuance
under the Plan and shall accordingly be available for reissuance through one or
more subsequent option grants under the Plan. Shares subject to any option or
portion thereof surrendered in accordance with Article VI shall reduce on a
share-for-share basis the number of shares of Common Stock available for
subsequent option grants under the Plan. In addition, should the exercise price
of an outstanding option under the Plan be paid with shares of Common Stock,
then the number of shares of Common Stock available for issuance under the Plan
shall be reduced by the gross number of shares for which the option is
exercised, and not by the net number of shares of Common Stock actually issued
to the option holder.

<PAGE>

C. Should any change be made to the Common Stock issuable under the
Plan by reason of any stock split, stock dividend, recapitalization, combination
of shares, exchange of shares or other change affecting the outstanding Common
Stock as a class without the Corporation's receipt of consideration, then
appropriate adjustments shall be made to (i) the maximum number and/or class of
securities issuable under the Plan, (ii) the number and/or class of securities
for which automatic option grants are to be subsequently made per each newly-
elected or continuing non-employee Board member under the Plan, and (iii) the
number and/or class of securities and price per share in effect under each
option outstanding under the Plan. Such adjustments to the outstanding options
are to be effected in a manner which shall preclude the enlargement or dilution
of rights and benefits under such options. The adjustments determined by the
Board shall be final, binding and conclusive.

IV. ELIGIBILITY

The individuals eligible to receive automatic option grants pursuant
to the provisions of this Plan shall be limited to (i) those individuals who
first become non-employee Board members at any time on or after the Effective
Date, whether through appointment by the Board or election by the Corporation's
shareholders, and (ii) those individuals who continue to serve as non-employee
Board members at one or more Annual Shareholders Meetings held after the
Effective Date. A non-employee Board member who has previously been in the
employ of the Corporation (or any Parent or Subsidiary) shall not be eligible to
receive an option grant under the Plan at the time he or she first becomes a
non-employee Board member, but shall be eligible to receive periodic option
grants under the Plan while he or she continues to serve as a non-employee Board
member.

V. TERMS AND CONDITIONS OF AUTOMATIC OPTION GRANTS

A. Grant Date. Option grants under the Plan shall be made on the
----------
dates specified below:

1. Each individual who is first elected or appointed as a non-
employee Board member at any time on or after the Effective Date shall
automatically be granted, on the date of such initial election or appointment, a
Non-Statutory Option to purchase ninety thousand (90,000) shares of Common
Stock, provided that individual has not previously been in the employ of the
Corporation or any Parent or Subsidiary.

2. On the date of each Annual Shareholders Meeting held after the
Effective Date, each individual who is to continue to serve as an Eligible
Director, whether or not that individual is standing for re-election to the
Board at that particular Annual Meeting, shall automatically be granted a Non-
Statutory Option to purchase eighteen thousand (18,000) shares of Common Stock,
provided such individual has served as a non-employee Board member for at least
six (6) months. There shall be no limit on the number of such eighteen thousand
(18,000)-share option grants any one Eligible Director may receive over his or
her period of Board service, and non-employee Board members who have previously
been in the employ of the Corporation (or any Parent or Subsidiary) shall be
eligible to receive one or more such annual option grants over their period of
continued Board service.

2.
<PAGE>

Shareholder approval of this Plan at the 1998 Annual Meeting shall
constitute pre-approval of each option grant made pursuant to the provisions of
the Plan and the subsequent exercise of that option in accordance with its
terms.

B. Exercise Price. The exercise price per share shall be equal to one
--------------
hundred percent (100%) of the Fair Market Value per share of Common Stock on the
option grant date.

C. Payment.
-------
The exercise price shall become immediately due upon exercise of
the option and shall be payable in one of the alternative forms specified below:

1. in cash or check made payable to the Corporation; or

2. in shares of Common Stock held for the requisite period
necessary to avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date, or

3. to the extent the option is exercised for vested shares,
through a special sale and remittance procedure pursuant to which the Optionee
shall concurrently provide irrevocable instructions (A) to a Corporation-
designated brokerage firm to effect the immediate sale of the purchased shares
and remit to the Corporation, out of the sale proceeds available on the
settlement date, sufficient funds to cover the aggregate exercise price payable
for the purchased shares plus all applicable Federal, state and local income and
employment taxes required to be withheld by the Corporation by reason of such
exercise and (B) to the Corporation to deliver the certificates for the
purchased shares directly to such brokerage firm in order to complete the sale.

Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

D. Option Term. Each automatic grant under the Plan shall have a
-----------
maximum term of ten (10) years measured from the automatic grant date.

E. Exercise and Vesting of Options. Each option shall be immediately
-------------------------------
exercisable for any or all of the option shares. However, no option granted
prior to shareholder approval of the Plan may be exercised unless and until such
approval is obtained. Any shares purchased under the Plan shall be subject to
repurchase by the Corporation, at the exercise price paid per share, upon the
Optionee's cessation of Board service prior to vesting in those shares. The
shares subject to each ninety thousand (90,000)-share automatic option grant
shall vest, and the Corporation's repurchase right shall lapse, in a series of
four (4) successive equal annual installments upon the Optionee's completion of
each year of Board service over the four (4)-year period measured from the
option grant date. The shares subject to each eighteen thousand (18,000)-share
automatic option grant shall vest, and the Corporation's repurchase right shall
lapse, upon the Optionee's completion of one (1) year of Board service measured
from the option grant date.

3.
<PAGE>

F. Termination of Board Service. The following provisions shall
----------------------------
govern the exercise of any options held by the Optionee at the time the Optionee
ceases to serve as a Board member:

1. The Optionee (or, in the event of Optionee's death, the
personal representative of the Optionee's estate or the person or persons to
whom the option is transferred pursuant to the Optionee's will or in accordance
with the laws of descent and distribution) shall have a twelve (12)-month period
following the date of such cessation of Board service in which to exercise each
such option.

2. During the twelve (12)-month exercise period, the option may
not be exercised in the aggregate for more than the number of vested shares of
Common Stock for which the option is exercisable at the time of the Optionee's
cessation of Board service.

3. Should the Optionee cease to serve as a Board member by reason
of death or Permanent Disability, then all shares at the time subject to the
option shall immediately vest so that such option may, during the twelve (12)-
month exercise period following such cessation of Board service, be exercised
for all or any portion of those shares as fully-vested shares of Common Stock.

4. In no event shall the option remain exercisable after the
expiration of the option term. Upon the expiration of the twelve (12)-month
exercise period or (if earlier) upon the expiration of the option term, the
option shall terminate and cease to be outstanding for any vested shares for
which the option has not been exercised. However, the option shall, immediately
upon the Optionee's cessation of Board service for any reason other than death
or Permanent Disability, terminate and cease to be outstanding to the extent the
option is not otherwise at that time exercisable for vested shares.

G. Limited Transferability of Options. The Non-Statutory Options
----------------------------------
granted under the Plan may, in connection with the Optionee's estate plan, be
assigned in whole or in part during the Optionee's lifetime to one or more
members of the Optionee's immediate family or to a trust established exclusively
for the Optionee and/or one or more such family members. The assigned portion
may only be exercised by the person or persons who acquire a proprietary
interest in the option pursuant to the assignment. The terms applicable to the
assigned portion shall be the same as those in effect for the option immediately
prior to such assignment and shall be set forth in such documents issued to the
assignee as the Board may deem appropriate. Should an Optionee die while holding
an option granted under the Plan, then each such option shall be transferred in
accordance with Optionee's will or the laws of descent and distribution.

H. Shareholder Rights. The holder of an automatic option shall have
------------------
no shareholder rights with respect to the shares subject to the option until
such person shall have exercised the option, paid the exercise price and become
a holder of record of the purchased shares.

I. Remaining Terms. The remaining terms and conditions of each
---------------
automatic option grant shall be as set forth in the form Non-Statutory Stock
Option Agreement attached as Exhibit A.

4.
<PAGE>

VI. CHANGE IN CONTROL/HOSTILE TAKE-OVER

A. The shares of Common Stock subject to each option outstanding at
the time of a Change in Control but not otherwise vested shall automatically
vest in full so that each such option shall, immediately prior to the effective
date of such Change in Control, become exercisable for all of those shares as
fully-vested shares of Common Stock and may be exercised for all or any portion
of those vested shares. Immediately following the consummation of the Change in
Control, each automatic option grant shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof) or otherwise continued in full force and effect pursuant to the
terms of the Change in Control transaction.

B. All outstanding repurchase rights shall automatically terminate,
and the shares of Common Stock subject to those terminated rights shall
immediately vest in full, in the event of any Change in Control.

C. Upon the occurrence of a Hostile Take-Over, the Optionee shall
have a thirty (30)-day period in which to surrender to the Corporation each of
his or her outstanding automatic option grants. The Optionee shall in return be
entitled to a cash distribution from the Corporation in an amount equal to the
excess of (i) the Take-Over Price of the shares of Common Stock at the time
subject to each surrendered option (whether or not the Optionee is otherwise at
the time vested in those shares) over (ii) the aggregate exercise price payable
for such shares. Such cash distribution shall be paid within five (5) days
following the surrender of the option to the Corporation. Shareholder approval
of this Plan at the 1998 Annual Meeting shall constitute pre-approval of each
option grant made under the Plan with such a cash surrender right and the
subsequent exercise of that right in accordance with the terms of this Paragraph
VI.C, and no approval or consent of the Board shall be required at the time of
the actual option surrender and cash distribution.

D. Each option which is assumed in connection with a Change in
Control (or otherwise continued in full and effect) shall be appropriately
adjusted, immediately after such Change in Control, to apply to the number and
class of securities or other property which would have been issuable to the
Optionee in consummation of such Change in Control had the option been exercised
immediately prior to such Change in Control. Appropriate adjustments shall also
be made to the exercise price payable per share under each outstanding option,
provided the aggregate exercise price payable for such securities shall remain
the same.

E. The automatic grant of options under the Plan shall in no way
affect the right of the Corporation to adjust, reclassify, reorganize or
otherwise change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or
assets.

5.
<PAGE>

VII. AMENDMENT OF THE PLAN AND AWARDS

The Board has complete and exclusive power and authority to amend or
modify the Plan (or any component thereof) in any or all respects whatsoever.
However, no such amendment or modification shall adversely affect rights and
obligations with respect to options at the time outstanding under the Plan,
unless the affected optionees consent to such amendment. In addition, certain
amendments to the Plan may require shareholder approval pursuant to applicable
law or regulation.

VIII. EFFECTIVE DATE AND TERM OF PLAN

A. The Plan became effective upon adoption by the Board on June 10,
1998, and was subsequently approved by the shareholders at the 1998 Annual
Meeting held on July 28, 1998.

B. The Plan shall terminate upon the earliest of (i) June 30, 2008 or
(ii) the date on which all shares available for issuance under the Plan shall
have been issued as vested shares or cancelled pursuant to the cash-out
provisions of the Plan. If the date of termination is determined under clause
(i) above, then all option grants outstanding on such date shall thereafter
continue to have force and effect in accordance with the provisions of the
instruments evidencing such grants.

IX. USE OF PROCEEDS

Any cash proceeds received by the Corporation from the sale of shares
of Common Stock pursuant to the exercise of automatic options granted under the
Plan shall be used for general corporate purposes.

X. REGULATORY APPROVALS

A. The implementation of the Plan, the granting of any option under
the Plan and the issuance of Common Stock upon the exercise of the option grants
made hereunder shall be subject to the Corporation's procurement of all
approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the options granted under it, and the Common Stock issued
pursuant to it.

B. No shares of Common Stock or other assets shall be issued or
delivered under this Plan unless and until there shall have been compliance with
all applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the shares
of Common Stock issuable under the Plan, and all applicable listing requirements
of any securities exchange on which the Common Stock is then listed for trading.

6.
<PAGE>

XI. NO IMPAIRMENT OF RIGHTS

Neither the action of the Corporation in establishing the Plan nor any
provision of the Plan shall be construed or interpreted so as to affect
adversely or otherwise impair the right of the Corporation or the shareholders
to remove any individual from the Board at any time in accordance with the
provisions of applicable law.

XII. MISCELLANEOUS PROVISIONS

A. The provisions of the Plan relating to the exercise of options and
the vesting of shares shall be governed by the laws of the State of California,
as such laws are applied to contracts entered into and performed in such State.

B. The provisions of the Plan shall inure to the benefit of, and be
binding upon, the Corporation and its successors or assigns, whether by a Change
in Control or otherwise, and the Optionees, the legal representatives of their
respective estates, their respective heirs or legatees and their permitted
assignees.

7.
<PAGE>

APPENDIX

The following definitions shall be in effect under the Plan:

A. Board shall mean the Corporation's Board of Directors.
-----
B. Change in Control shall mean a change in ownership or control of
-----------------
the Corporation effected through any of the following transactions:

a. a merger or consolidation in which securities possessing more
than fifty percent (50%) of the total combined voting power of the Corporation's
outstanding securities are transferred to a person or persons different from the
persons holding those securities immediately prior to such transaction, or

b. the sale, transfer or other disposition of all or substantially
all of the Corporation's assets in complete liquidation or dissolution of the
Corporation, or

c. the acquisition, directly or indirectly, by any person or
related group of persons (other than the Corporation or a person that directly
or indirectly controls, is controlled by, or is under common control with, the
Corporation) of beneficial ownership (within the meaning of Rule 13d-3 of the
1934 Act) of securities possessing more than fifty percent (50%) of the total
combined voting power of the Corporation's outstanding securities pursuant to a
tender or exchange offer made directly to the Corporation's shareholders, or

d. a change in the composition of the Board over a period of
thirty-six (36) consecutive months or less such that a majority of the Board
members ceases, by reason of one or more contested elections for Board
membership, to be comprised of individuals who either (A) have been Board
members continuously since the beginning of such period or (B) have been elected
or nominated for election as Board members during such period by at least a
majority of the Board members described in clause (A) who were still in office
at the time the Board approved such election or nomination.

C. Code shall mean the Internal Revenue Code of 1986, as amended.
----

D. Common Stock shall mean the Corporation's common stock.
------------

E. Corporation shall mean Trikon Technologies, Inc., a California
-----------
corporation, and any corporate successor to all or substantially of the assets
or voting stock of Trikon Technologies, Inc. which shall by appropriate action
adopt the Plan.

F. Effective Date shall mean June 10, 1998, the date the Board
--------------
approved the Plan.

G. Eligible Director shall mean a non-employee Board member eligible
-----------------
to participate in the Plan in accordance with the eligibility provisions of
Article IV.

A-1.
<PAGE>

H. Exercise Date shall mean the date on which the Corporation shall
-------------
have received written notice of the option exercise.

I. Fair Market Value per share of Common Stock on any relevant date
-----------------
shall be determined in accordance with the following provisions:

a. If the Common Stock is at the time traded on the Nasdaq National
Market, then the Fair Market Value shall be the closing selling price per share
of Common Stock on the date in question, as such price is reported by the
National Association of Securities Dealers on the Nasdaq National Market. If
there is no closing selling price for the Common Stock on the date in question,
then the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.

b. If the Common Stock is at the time listed on any Stock Exchange,
then the Fair Market Value shall be the closing selling price per share of
Common Stock on the date in question on the Stock Exchange determined by the
Board to be the primary market for the Common Stock, as such price is officially
quoted in the composite tape of transactions on such exchange. If there is no
closing selling price for the Common Stock on the date in question, then the
Fair Market Value shall be the closing selling price on the last preceding date
for which such quotation exists.

c. If the Common Stock is at the time not traded on the Nasdaq
National Market or listed on any Stock Exchange, but is traded on the OTC
Bulletin Board, then the Fair Market Value shall be the average of the highest
asked price and the lowest bid price per share of Common Stock on the date in
question, as such price is reported by the National Association of Securities
Dealers on the OTC Bulletin Board. If there is no asked or bid prices for the
Common Stock on the date in question, then the Fair Market Value shall be the
average of the highest asked and lowest bid price per share of Common Stock on
the last preceding date for which such quotations exist.

d. If the Common Stock is at the time not listed on any Stock
Exchange or traded on the Nasdaq National Market or the OTC Bulletin Board, then
the Fair Market Value shall be determined by the Board after taking into account
such factors as the Board shall deem appropriate.

J. Hostile Take-Over shall mean the acquisition, directly or
-----------------
indirectly, by any person or related group of persons (other than the
Corporation or a person that directly or indirectly controls, is controlled by,
or is under common control with, the Corporation) of beneficial ownership
(within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more
than fifty percent (50%) of the total combined voting power of the Corporation's
outstanding securities pursuant to a tender or exchange offer made directly to
the Corporation's shareholders which the Board does not recommend such
shareholders to accept.

K. 1934 Act shall mean the Securities Exchange Act of 1934, as amended.
--------

A-2.
<PAGE>

L. Non-Statutory Option shall mean an option not intended to satisfy
--------------------
the requirements of Code Section 422.

M. Optionee shall mean any person to whom an option is granted under
--------
the Plan.

N. Parent shall mean any corporation (other than the Corporation) in
------
an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

O. Permanent Disability or Permanently Disabled shall mean the
--------------------------------------------
inability of the non-employee Board member to perform his or her usual duties as
a Board member by reason of any medically determinable physical or mental
impairment expected to result in death or to be of continuous duration of twelve
(12) months or more.

P. Plan shall mean the Corporation's 1998 Directors Stock Option Plan,
----
as set forth in this document.

Q. Stock Exchange shall mean either the American Stock Exchange or the
--------------
New York Stock Exchange.

R. Subsidiary shall mean any corporation (other than the Corporation)
----------
in an unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain owns,
at the time of the determination, stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.

S. Take-Over Price shall mean the greater of (i) the Fair Market
---------------
Value per share of Common Stock on the date the option is surrendered to the
Corporation in connection with a Hostile Take-Over or (ii) the highest reported
price per share of Common Stock paid by the tender offeror in effecting such
Hostile Take-Over.

A-3.

<PAGE>

EXHIBIT 99.6

INITIAL GRANT
-------------

TRIKON TECHNOLOGIES, INC.

NOTICE OF GRANT OF NON-EMPLOYEE DIRECTOR
----------------------------------------
AUTOMATIC STOCK OPTION
----------------------

Notice is hereby given of the following option grant (the "Option") to
purchase shares of the Common Stock of Trikon Technologies, Inc. (the
"Corporation"):

Optionee: ________________________________________________________
--------

Grant Date: ______________________________________________________
----------

Exercise Price: $___________________________________ per share
--------------

Number of Option Shares: 90,000 shares
-----------------------

Expiration Date: _________________________________________________
---------------

Type of Option: Non-Statutory Stock Option
--------------

Date Exercisable: Immediately Exercisable
----------------

Vesting Schedule: The Option Shares shall initially be unvested and
----------------
subject to repurchase by the Corporation at the Exercise Price paid
per share. Optionee shall acquire a vested interest in, and the
Corporation's repurchase right shall accordingly lapse with respect
to, the Option Shares in a series of four (4) successive equal annual
installments upon the Optionee's completion of each year of service as
a member of the Corporation's Board of Directors (the "Board") over
the four (4)-year period measured from the Grant Date. In no event
shall any additional Option Shares vest after Optionee's cessation of
Board service.

Optionee understands and agrees that the Option is granted subject to
and in accordance with the terms of the automatic option grant program under the
Trikon Technologies, Inc. 1998 Directors Stock Option Plan (the "Plan").
Optionee further agrees to be bound by the terms of the Plan and the terms of
the Option as set forth in the Automatic Stock Option Agreement attached hereto
as Exhibit A.
---------
<PAGE>

Optionee hereby acknowledges receipt of a copy of the official
prospectus for the Plan in the form attached hereto as Exhibit B. A copy of the
---------
Plan is available upon request made to the Corporate Secretary at the
Corporation's principal offices.

REPURCHASE RIGHT. OPTIONEE HEREBY AGREES THAT ALL UNVESTED OPTION
----------------
SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO A REPURCHASE
RIGHT EXERCISABLE BY THE CORPORATION AND ITS ASSIGNS. THE TERMS OF SUCH RIGHT
SHALL BE SPECIFIED IN A STOCK PURCHASE AGREEMENT, IN FORM AND SUBSTANCE
SATISFACTORY TO THE CORPORATION, EXECUTED BY OPTIONEE AT THE TIME OF THE OPTION
EXERCISE.

No Impairment of Rights. Nothing in this Notice or the attached
-----------------------
Automatic Stock Option Agreement or in the Plan shall interfere with or
otherwise restrict in any way the rights of the Corporation and the
Corporation's stockholders to remove Optionee from the Board at any time in
accordance with the provisions of applicable law.

Definitions. All capitalized terms in this Notice shall have the
-----------
meaning assigned to them in this Notice or in the attached Automatic Stock
Option Agreement.

________________________, 199__
Date

TRIKON TECHNOLOGIES, INC.

By: ________________________

Title: ________________________

_______________________________
OPTIONEE

Address: ______________________

_______________________________

ATTACHMENTS
- -----------
Exhibit A - Automatic Stock Option Agreement
Exhibit B - Plan Summary and Prospectus

2.
<PAGE>

EXHIBIT A
---------

AUTOMATIC STOCK OPTION AGREEMENT
--------------------------------

<PAGE>

EXHIBIT B
---------

PLAN SUMMARY AND PROSPECTUS
---------------------------

<PAGE>

EXHIBIT 99.7

ANNUAL GRANT
------------

TRIKON TECHNOLOGIES, INC.

NOTICE OF GRANT OF NON-EMPLOYEE DIRECTOR
----------------------------------------
AUTOMATIC STOCK OPTION
----------------------

Notice is hereby given of the following option grant (the "Option") to
purchase shares of the Common Stock of Trikon Technologies, Inc. (the
"Corporation"):

Optionee:
-------- ------------------------------------------

Grant Date:
---------- ----------------------------------------

Exercise Price: $ per share
-------------- -------

Number of Option Shares: 18,000 shares
-----------------------

Expiration Date:
--------------- -----------------------------------

Type of Option: Non-Statutory Stock Option
--------------

Date Exercisable: Immediately Exercisable
----------------

Vesting Schedule: The Option Shares shall initially be unvested and
----------------
subject to repurchase by the Corporation at the Exercise Price paid
per share. Optionee shall acquire a vested interest in, and the
Corporation's repurchase right shall accordingly lapse with respect
to, the Option Shares upon the Optionee's completion of one (1) year
of service as a member of the Corporation's Board of Directors (the
"Board") measured from the Grant Date. In no event shall any
additional Option Shares vest after Optionee's cessation of Board
service.

Definitions. All capitalized terms in this Notice shall have the
-----------
meaning assigned to them in this Notice or in the attached Automatic Stock
Option Agreement.

Date ________________________, 199_

TRIKON TECHNOLOGIES, INC.

By: ___________________________

Title: ___________________________

__________________________________
OPTIONEE

Address: _________________________

__________________________________

ATTACHMENTS
- -----------
Exhibit A - Automatic Stock Option Agreement
Exhibit B - Plan Summary and Prospectus
<PAGE>

EXHIBIT A
---------

AUTOMATIC STOCK OPTION AGREEMENT
--------------------------------
<PAGE>

EXHIBIT B
---------

PLAN SUMMARY AND PROSPECTUS
---------------------------

<PAGE>

EXHIBIT 99.8

TRIKON TECHNOLOGIES, INC.

AUTOMATIC STOCK OPTION AGREEMENT
--------------------------------

RECITALS
- --------

A. The Corporation has implemented the Plan pursuant to which eligible
non-employee members of the Board will automatically receive special option
grants at periodic intervals over their period of Board service in order to
provide such individuals with a meaningful incentive to continue to serve as
members of the Board.

B. Optionee is an eligible non-employee Board member, and this Agreement
is executed pursuant to, and is intended to carry out the purposes of, the Plan
in connection with the automatic grant of an option to purchase shares of Common
Stock under the Plan.

C. All capitalized terms in this Agreement shall have the meaning
assigned to them in the attached Appendix.

NOW, THEREFORE, it is hereby agreed as follows:

1. Grant of Option. The Corporation hereby grants to Optionee, as
---------------
of the Grant Date, a Non-Statutory Option to purchase up to the number of Option
Shares specified in the Grant Notice. The Option Shares shall be purchasable
from time to time during the option term specified in Paragraph 2 at the
Exercise Price.

2. Option Term. This option shall have a term of ten (10) years
-----------
measured from the Grant Date and shall accordingly expire at the close of
business on the Expiration Date, unless sooner terminated in accordance with
Paragraph 5, 6 or 7.

3. Limited Transferability. This option may, in connection with the
-----------------------
Optionee's estate plan, be assigned in whole or in part during Optionee's
lifetime to one or more members of the Optionee's immediate family or to a trust
established for the exclusive benefit of the Optionee and/or one or more such
family members. The assigned portion shall be exercisable only by the person or
persons who acquire a proprietary interest in the option pursuant to such
assignment. The terms applicable to the assigned portion shall be the same as
those in effect for this option immediately prior to such assignment. Should
the Optionee die while holding this option, then this option shall be
transferred in accordance with Optionee's will or the laws of descent and
distribution.
<PAGE>

4. Exercisability/Vesting.
----------------------

(a) This option shall be immediately exercisable for any or all of
the Option Shares, whether or not the Option Shares are at the time vested in
accordance with the Vesting Schedule, and shall remain so exercisable until the
Expiration Date or sooner termination of the option term under Paragraph 5, 6 or
7.

(b) Optionee shall, in accordance with the Vesting Schedule set
forth in the Grant Notice, vest in the Option Shares in one or more installments
over his or her period of Board service. Vesting in the Option Shares may be
accelerated pursuant to the provisions of Paragraph 5, 6 or 7. In no event,
however, shall any additional Option Shares vest following Optionee's cessation
of service as a Board member.

5. Cessation of Board Service. Should Optionee's service as a Board
--------------------------
member cease while this option remains outstanding, then the option term
specified in Paragraph 2 shall terminate (and this option shall cease to be
outstanding) prior to the Expiration Date in accordance with the following
provisions:

(a) Should Optionee cease to serve as a Board member for any
reason (other than death or Permanent Disability) while this option is
outstanding, then the period for exercising this option shall be reduced to a
twelve (12)-month period (commencing with the date of such cessation of Board
service), but in no event shall this option be exercisable at any time after the
Expiration Date. During such limited period of exercisability, this option may
not be exercised in the aggregate for more than the number of Option Shares (if
any) in which Optionee is vested on the date of his or her cessation of Board
service. Upon the earlier of (i) the expiration of such twelve (12)-month period
-------
or (ii) the specified Expiration Date, the option shall terminate and cease to
be exercisable with respect to any vested Option Shares for which the option has
not been exercised.

(b) Should Optionee die within the twelve (12)-month period
following his or her cessation of Board service and hold this option at the time
of his or her death, then the personal representative of Optionee's estate or
the person or persons to whom the option is transferred pursuant to Optionee's
will or in accordance with the laws of descent and distribution shall have the
right to exercise this option for any or all of the Option Shares in which
Optionee is vested at the time of Optionee's cessation of Board service (less
any Option Shares purchased by Optionee after such cessation of Board service
but prior to death). Such right of exercise shall terminate, and this option
shall accordingly cease to be exercisable for such vested Option Shares, upon
the earlier of (i) the expiration of the twelve (12)-month period measured from
-------
the date of Optionee's cessation of Board service or (ii) the specified
Expiration Date.

2.
<PAGE>

(c) Should Optionee cease service as a Board member by reason of
death or Permanent Disability, then all Option Shares at the time subject to
this option but not otherwise vested shall vest in full so that this option may
be exercised for any or all of the Option Shares as fully vested shares of
Common Stock at any time prior to the earlier of (i) the expiration of the
-------
twelve (12)-month period measured from the date of Optionee's cessation of Board
service or (ii) the specified Expiration Date, whereupon this option shall
terminate and cease to be outstanding.

(d) Upon Optionee's cessation of Board service for any reason
other than death or Permanent Disability, this option shall immediately
terminate and cease to be outstanding with respect to any and all Option Shares
in which Optionee is not otherwise at that time vested in accordance with the
normal Vesting Schedule or the special vesting acceleration provisions of
Paragraph 6 or 7 below.

6. Change in Control.
-----------------

(a) In the event of a Change in Control transaction, all Option
Shares at the time subject to this option but not otherwise vested shall
automatically vest so that this option shall, immediately prior to the specified
effective date for the Change in Control, become exercisable for all of those
Option Shares as fully-vested shares of Common Stock and may be exercised for
all or any portion of those vested shares. Immediately following the
consummation of the Change in Control, this option shall terminate and cease to
be outstanding, except to the extent assumed by the successor corporation or its
parent company or otherwise continued in full force and effect pursuant to the
terms of the Change in Control transaction.

(b) If this option is assumed in connection with a Change in
Control (or otherwise continued in full force and effect), then this option
shall be appropriately adjusted, immediately after such Change in Control, to
apply to the number and class of securities or other property which would have
been issuable to Optionee in consummation of such Change in Control had the
option been exercised immediately prior to such Change in Control, and
appropriate adjustments shall also be made to the Exercise Price, provided the
--------
aggregate Exercise Price shall remain the same.

7. Hostile Take-Over.
-----------------

(a) Optionee shall have an unconditional right, exercisable at the
time during the thirty (30)-day period immediately following the consummation of
a Hostile Take-Over, to surrender this option to the Corporation in exchange for
a cash distribution from the Corporation in an amount equal to the excess of (i)
the Take-Over Price of the Option Shares at the time subject to the surrendered
option (whether or not those Option Shares are otherwise at the time vested)
over (ii) the aggregate Exercise Price payable for such shares. This Paragraph
7(a) limited stock appreciation right shall in all events terminate upon the
expiration or sooner termination of the option term and may not be assigned or
transferred by Optionee.

3.
<PAGE>

(b) To exercise the Paragraph 7(a) limited stock appreciation
right, Optionee must, during the applicable thirty (30)-day exercise period,
provide the Corporation with written notice of the option surrender in which
there is specified the number of Option Shares as to which the option is being
surrendered. Such notice must be accompanied by the return of Optionee's copy of
this Agreement, together with any written amendments to such Agreement. The cash
distribution shall be paid to Optionee within five (5) business days following
such delivery date. The exercise of such limited stock appreciation right in
accordance with the terms of this Paragraph 7 has been pre-approved pursuant to
the express provisions of the Plan, and neither the approval of the Plan
Administrator nor the consent of the Board shall be required at the time of the
actual option surrender and cash distribution. Upon receipt of the cash
distribution, this option shall be cancelled with respect to the shares subject
to the surrendered option (or the surrendered portion), and Optionee shall cease
to have any further right to acquire those Option Shares under this Agreement.
The option shall, however, remain outstanding for the balance of the Option
Shares (if any) in accordance with the terms and provisions of this Agreement,
and the Corporation shall accordingly issue a replacement stock option agreement
(substantially in the same form as this Agreement) for those remaining Option
Shares.

8. Adjustment in Option Shares. Should any change be made to the
---------------------------
Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the total number
and/or class of securities subject to this option and (ii) the Exercise Price in
order to reflect such change and thereby preclude a dilution or enlargement of
benefits hereunder.

9. Shareholder Rights. The holder of this option shall not have any
------------------
shareholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price and become a holder of record
of the purchased shares.

10. Manner of Exercising Option.
---------------------------

(a) In order to exercise this option with respect to all or any
part of the Option Shares for which this option is at the time exercisable,
Optionee (or any other person or persons exercising the option) must take the
following actions:

(i) To the extent the option is exercised for vested Option
Shares, execute and deliver to the Corporation a Notice of Exercise for the
Option Shares for which the option is exercised. To the extent this option
is exercised for unvested Option Shares, execute and deliver to the
Corporation a Purchase Agreement for those unvested Option Shares.

(ii) Pay the aggregate Exercise Price for the purchased
shares in one or more of the following forms:

4.
<PAGE>

(A) cash or check made payable to the Corporation,

(B) shares of Common Stock held by Optionee (or any
other person or persons exercising the option) for the requisite
period necessary to avoid a charge to the Corporation's earnings for
financial reporting purposes and valued at Fair Market Value on the
Exercise Date, or

(C) to the extent the option is exercised for vested
Option Shares, through a special sale and remittance procedure
pursuant to which Optionee (or any other person or persons exercising
the option) shall concurrently provide irrevocable instructions (I) to
a Corporation-designated brokerage firm to effect the immediate sale
of the purchased shares and remit to the Corporation, out of the sale
proceeds available on the settlement date, sufficient funds to cover
the aggregate Exercise Price payable for the purchased shares plus all
applicable Federal, state and local income and employment taxes
required to be withheld by the Corporation by reason of such exercise
and (II) to the Corporation to deliver the certificates for the
purchased shares directly to such brokerage firm in order to complete
the sale.

(iii) Furnish to the Corporation appropriate documentation
that the person or persons exercising the option (if other than Optionee)
have the right to exercise this option.

(b) Except to the extent the sale and remittance procedure is
utilized in connection with the option exercise, payment of the Exercise Price
must accompany the Notice of Exercise (or the Purchase Agreement) delivered to
the Corporation in connection with the option exercise.

(c) As soon after the Exercise Date as practical, the Corporation
shall issue to or on behalf of Optionee (or any other person or persons
exercising this option) a certificate for the purchased Option Shares, with the
appropriate legends affixed thereto. To the extent any such Option Shares are
unvested, the certificates for those Option Shares shall be endorsed with an
appropriate legend evidencing the Corporation's repurchase rights and may be
held in escrow with the Corporation until such shares vest.

(d) In no event may this option be exercised for any fractional
shares.

5.
<PAGE>

11. No Impairment of Rights. This Agreement shall not in any way
-----------------------
affect the right of the Corporation to adjust, reclassify, reorganize or
otherwise make changes in its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its
business or assets. In addition, this Agreement shall not in any way be
construed or interpreted so as to affect adversely or otherwise impair the right
of the Corporation or the shareholders to remove Optionee from the Board at any
time in accordance with the provisions of applicable law.

12. Compliance with Laws and Regulations.
------------------------------------

(a) The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Corporation and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Common Stock may be listed for trading at the time of
such exercise and issuance.

(b) The inability of the Corporation to obtain approval from any
regulatory body having authority deemed by the Corporation to be necessary to
the lawful issuance and sale of any Common Stock pursuant to this option shall
relieve the Corporation of any liability with respect to the non-issuance or
sale of the Common Stock as to which such approval shall not have been obtained.
The Corporation, however, shall use its best efforts to obtain all such
approvals.

13. Successors and Assigns. Except to the extent otherwise provided
----------------------
in Paragraph 3 or 6, the provisions of this Agreement shall inure to the benefit
of, and be binding upon, the Corporation and its successors and assigns and
Optionee, Optionee's assigns and the legal representatives, heirs and legatees
of Optionee's estate.

14. Notices. Any notice required to be given or delivered to the
-------
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices. Any notice required to
be given or delivered to Optionee shall be in writing and addressed to Optionee
at the address indicated below Optionee's signature line on the Grant Notice.
All notices shall be deemed effective upon personal delivery or upon deposit in
the U.S. mail, postage prepaid and properly addressed to the party to be
notified.

15. Construction. This Agreement and the option evidenced hereby are
------------
made and granted pursuant to the Plan and are in all respects limited by and
subject to the terms of the Plan.

16. Governing Law. The interpretation, performance and enforcement
-------------
of this Agreement shall be governed by the laws of the State of California
without resort to that State's conflict-of-laws rules.

6.
<PAGE>

EXHIBIT I

NOTICE OF EXERCISE

I hereby notify Trikon Technologies, Inc. (the "Corporation") that I
elect to purchase __________ shares of the Corporation's Common Stock (the
"Purchased Shares") at the option exercise price of $___________ per share (the
"Exercise Price") pursuant to that certain option (the "Option") granted to me
under the Corporation's 1998 Directors Stock Option Plan on
____________________, 199___.

Concurrently with the delivery of this Exercise Notice to the
Corporation, I shall hereby pay to the Corporation the Exercise Price for the
Purchased Shares in accordance with the provisions of my agreement with the
Corporation (or other documents) evidencing the Option and shall deliver
whatever additional documents may be required by such agreement as a condition
for exercise. Alternatively, I may utilize the special broker-dealer sale and
remittance procedure specified in my agreement to effect payment of the Exercise
Price for any Purchased Shares in which I am vested at the time of exercise of
the Option.

______________________, 199__
Date

_________________________________________________
Optionee

Address:_________________________________________

_________________________________________________

Print name in exact manner
it is to appear on the
stock certificate: _________________________________________________

Address to which certificate
is to be sent, if different
from address above: _________________________________________________

_________________________________________________

Social Security Number: _________________________________________________
<PAGE>

APPENDIX
--------

The following definitions shall be in effect under the Agreement:

A. Agreement shall mean this Automatic Stock Option Agreement.
---------

B. Board shall mean the Corporation's Board of Directors.
-----

C. Change in Control shall mean a change in ownership or control of the
-----------------
Corporation effected through any of the following transactions:

(i) a merger or consolidation in which securities possessing more
than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to
such transaction, or

(ii) the sale, transfer or other disposition of all or substantially
all of the Corporation's assets in complete liquidation or dissolution of
the Corporation, or

(iii) the acquisition, directly or indirectly, by any person or
related group of persons (other than the Corporation or a person that
directly or indirectly controls, is controlled by, or is under common
control with, the Corporation) of beneficial ownership (within the meaning
of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
percent (50%) of the total combined voting power of the Corporation's
outstanding securities pursuant to a tender or exchange offer made directly
to the Corporation's shareholders, or

(iv) a change in the composition of the Board over a period of
thirty-six (36) consecutive months or less such that a majority of the
Board members ceases, by reason of one or more contested elections for
Board membership, to be comprised of individuals who either (A) have been
Board members continuously since the beginning of such period or (B) have
been elected or nominated for election as Board members during such period
by at least a majority of the Board members described in clause (A) who
were still in office at the time the Board approved such election or
nomination.

D. Common Stock shall mean shares of the Corporation's common stock.
------------

E. Code shall mean the Internal Revenue Code of 1986, as amended.
----

F. Corporation shall mean Trikon Technologies, Inc., a California
-----------
corporation.

A-1.
<PAGE>

G. Exercise Date shall mean the date on which the option shall have been
-------------
exercised in accordance with Paragraph 10 of the Agreement.

H. Exercise Price shall mean the exercise price per share as specified in
--------------
the Grant Notice.

I. Expiration Date shall mean the date on which the option expires as
---------------
specified in the Grant Notice.

J. Fair Market Value per share of Common Stock on any relevant date shall
-----------------
be determined in accordance with the following provisions:

(i) If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question, as the price is
reported by the National Association of Securities Dealers on the Nasdaq
National Market. If there is no closing selling price for the Common Stock
on the date in question, then the Fair Market Value shall be the closing
selling price on the last preceding date for which such quotation exists.

(ii) If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question on the Stock Exchange which
serves as the primary market for the Common Stock, as such price is
officially quoted in the composite tape of transactions on such exchange.
If there is no closing selling price for the Common Stock on the date in
question, then the Fair Market Value shall be the closing selling price on
the last preceding date for which such quotation exists.

K. Grant Date shall mean the date of grant of the option as specified in
----------
the Grant Notice.

L. Grant Notice shall mean the Notice of Grant of Stock Option
------------
accompanying the Agreement, pursuant to which Optionee has been informed of the
basic terms of the option evidenced hereby.

M. Hostile Takeover shall mean the acquisition, directly or indirectly,
----------------
by any person or related group of persons (other than the Corporation or a
person that directly or indirectly controls, is controlled by, or is under
common control with, the Corporation) of beneficial ownership (within the
meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
percent (50%) of the total combined voting power of the Corporation's
outstanding securities pursuant to a tender or exchange offer made directly to
the Corporation's shareholders which the Board does not recommend such
shareholders to accept.

A-2.
<PAGE>

N. 1934 Act shall mean the Securities Exchange Act of 1934, as amended.
--------

O. Non-Statutory Option shall mean an option not intended to satisfy the
--------------------
requirements of Code Section 422.

P. Notice of Exercise shall mean the notice of exercise in the form of
------------------
Exhibit I.

Q. Option Shares shall mean the number of shares of Common Stock subject
-------------
to the option.

R. Optionee shall mean the person to whom the option is granted as
--------
specified in the Grant Notice.

S. Permanent Disability shall mean the inability of Optionee to perform
--------------------
his or her usual duties as a member of the Board by reason of any medically
determinable physical or mental impairment which is expected to result in death
or has lasted or can be expected to last for a continuous period of twelve (12)
months or more.

T. Plan shall mean the Corporation's 1998 Directors Stock Option Plan.
----

U. Purchase Agreement shall mean the stock purchase agreement (in form
------------------
and substance satisfactory to the Corporation) which grants the Corporation the
right to repurchase, at the Exercise Price, any and all unvested Option Shares
held by Optionee at the time of Optionee's cessation of Board service and which
precludes the sale, transfer or other disposition of any purchased Option Shares
while those shares are unvested and subject to such repurchase right.

V. Stock Exchange shall mean the American Stock Exchange or the New York
--------------
Stock Exchange.

W. Take-Over Price shall mean the greater of (i) the Fair Market Value
--------------- -------
per share of Common Stock on the date the option is surrendered to the
Corporation in connection with a Hostile Take-Over or (ii) the highest reported
price per share of Common Stock paid by the tender offeror in effecting the
Hostile Take-Over.

X. Vesting Schedule shall mean the vesting schedule specified in the
----------------
Grant Notice, pursuant to which the Option Shares will vest in one or more
installments over the Optionee's period of Board service, subject to
acceleration in accordance with the provisions of the Agreement.

A-3.