www.eXFILE.com 888-775-4789 --- NEXX SYSTEMS, INC.  FORM S-1


    EXHIBIT
10.1.5

    NEXX
SYSTEMS, INC.

    RESTRICTED
STOCK UNIT AGREEMENT

     

    
      	
              I.

            	
              NOTICE OF
GRANT

            


    

     

    Unless
otherwise defined herein, the terms defined in the 2003 Employee Director and
Consultant Stock Option Plan (the “Plan”) will have the same defined meanings in
this Notice of Grant.

     

    
      	 
      	 
      	 
      
	
              Name:

            	
                

            	
              (“Participant”)

            
	 
      	 
      
	
              Address:

            	
                

            	 
      


    

     

    The
Participant has been granted Restricted Stock Units (“RSUs”). Each RSU represents
the right to receive one Share, subject to the terms and conditions of the Plan
and this Restricted Stock Unit Agreement (“Agreement”), as
follows:

     

    
      	 
      	 
      	 
      
	
              Date
      of Grant (“RSU Grant Date”):

            	
                

            	 
      
	 
      	 
      
	
              Vesting
      Commencement Date:

            	
                

            	 
      
	 
      	 
      
	
              Number
      of RSUs:

            	
                

            	 
      


    

     

    Vesting
Schedule:

     

    On the
Vesting Commencement Date, 25% of the Shares subject to the RSU Award will
immediately vest and 2.083% of the Shares subject to the RSU Award will vest on
each monthly anniversary of the RSU Grant Date thereafter, so that the RSU Award
will be fully vested four (4) years after the RSU Grant Date.

     

    By your
signature and the signature of the Company’s representative below, you and the
Company agree that this Award of Restricted Stock Units is granted under and
governed by the terms and conditions of the Plan and the Agreement. IN
CONSIDERATION OF THE ISSUANCE OF THIS RSU AWARD AND FOR OTHER GOOD AND VALUABLE
CONSIDERATION, YOU ACKNOWLEDGE AND AGREE THAT THE “CARVE-OUT PLAN” ADOPTED BY
THE BOARD OF DIRECTORS ON SEPTEMBER 26, 2008 IS HEREBY CANCELLED AND OF NO
FURTHER FORCE AND EFFECT.

     

    
      	 
      	 
      	 
      	 
      	 
      
	
              PARTICIPANT:

            	 
      	 
      	 
      	
              NEXX
      SYSTEMS, INC.:

            
	 
      	 
      	 
      
	
                

            	 
      	 
      	 
      	
                

            
	
              Signature

            	 
      	 
      	 
      	
              By

            
	
              Print
      Name

            	 
      	 
      	 
      	
              Title

            
	
              Date:______________,
      2010

            	 
      	 
      	 
      	
              Date:_______________,
      2010

            


    

     

    


    


    
      	
              II.

            	
              AGREEMENT

            


    

     

    1. Grant of the RSUs. As
set forth in the Notice of Grant, the Company has granted the Participant RSUs.
However, unless and until the RSUs are vested, the Participant will have no
right to receive the Shares under the RSU grant. Prior to actual payment of any
Shares, RSUs will represent an unsecured obligation of the Company, payable (if
at all) only from the general assets of the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2. Vesting of RSUs.
Subject to Sections 4 and 6, the Participant will vest in the RSUs in accordance
with the vesting schedule set forth in the Notice of Grant; provided, that, in the event
of the Participant’s Termination, the Participant’s right to vest in the RSUs
and to receive the related Shares will also terminate effective as of the
Termination Date and the Participant will have no further rights to unvested
RSUs or the related Shares.

     

    3. Issuance of Shares.
No Shares shall be issued to the Participant prior to the date on which the RSUs
vest. After any RSUs vest and subject to the terms of this Agreement, the
Company shall on a quarterly basis promptly cause to be issued (either in
book-entry form or otherwise) to the Participant or the Participant’s
beneficiaries, as the case may be, Shares with respect to such vested RSUs. No
fractional Shares shall be issued under this Agreement.

     

    4. Administrator
Discretion. The Administrator, in its discretion, may accelerate the
vesting of the balance, or some lesser portion of the balance, of the RSUs at
any time, subject to the terms of the Plan. If they are accelerated, RSUs will
be considered as having vested as of the date specified by the
Administrator.

     

    5. Leave of Absence. The
Participant’s rights with respect to the RSU in the event of a leave of absence
or a change in the Participant’s regularly scheduled hours of employment (other
than a change due to a Termination) will be affected in accordance with the
Company’s applicable employment policies or the terms of any agreement between
the Participant and the Participant’s employer with respect
thereto.

     

    6. Death of
Participant.  Any such administrator or executor must furnish
the Company with (a) written notice of his or her status as transferee, and
(b) evidence satisfactory to the Company to establish the validity of the
transfer and compliance with any laws or regulations pertaining to said
transfer.

     

    7.  Taxes.

     

    (a) Generally. The
Participant is ultimately liable and responsible for all taxes owed in
connection with the RSU, regardless of any action the Company or any of its
Subsidiaries takes with respect to any tax withholding obligations that arise in
connection with the RSU. Neither the Company nor any of its Subsidiaries makes
any representation or undertaking regarding the treatment of any tax withholding
in connection with the grant or vesting of the RSU or the subsequent sale of
Shares issuable pursuant to the RSU. The Company and its Subsidiaries do not
commit and are under no obligation to structure the RSU to reduce or eliminate
the Participant’s tax liability.

     

    (b) Payment of Withholding
Taxes. Prior to any event in connection with the RSU (e.g., vesting) that
the Company determines may result in any domestic or foreign tax withholding
obligation, whether national, federal, state or local, including any social tax
obligation (the “Tax Withholding Obligation”), the Participant must arrange for
the satisfaction of the minimum amount of such Tax Withholding Obligation in a
manner acceptable to the Company.

     

    (i) Stock Withholding.
The Company may, in its discretion, withhold a portion of the vested RSUs that
have an aggregate market value sufficient to pay the minimum Tax Withholding
Obligation. No fractional Shares shall be withheld or issued pursuant to
the grant of RSUs and the issuance of Shares thereunder; any additional
withholding necessary for this reason shall be done by the Company through the
Participant’s paycheck. Accordingly, to the extent the Fair Market Value of
the number of whole Shares withheld by the Company exceeds the Tax Withholding
Obligation, the Company shall pay the Participant the difference. In the
event the minimum Tax Withholding Obligations are not satisfied through the
withholding of Shares (or, through the Participant’s paycheck, as indicated
above), no settlement and issuance of the Shares underlying vested RSUs shall be
made to the Participant (or his or her estate) unless and until satisfactory
arrangements (as determined by the Company) have been made by the Participant
with respect to the payment of the Tax Withholding Obligation. By accepting
this Award, the Participant expressly consents to the withholding of Shares and
to any additional cash withholding as provided for in this
Section 7.

     

    (ii) By Check, Wire Transfer or
Other Means. At any time not less than five (5) business days before
any Tax Withholding Obligation arises (e.g., a vesting date), the Participant
may elect to satisfy 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    his or
her Tax Withholding Obligation by delivering to the Company an amount that the
Company determines is sufficient to satisfy the Tax Withholding Obligation by
(A) wire transfer to such account as the Company may direct,
(B) delivery of a certified check payable to the Company, c/o Stock
Administration, or such other contact as the Company may from time to time
direct, or (C) such other means as the Company may establish or
permit.

     

    (c) Right to Retain
Shares. The Company may refuse to issue any Shares to the Participant
until he or she satisfies the Tax Withholding Obligation. To the maximum extent
permitted by law, the Company has the right to retain without notice from Shares
issuable under the RSU or from salary or other amounts payable to the
Participant, Shares or cash having a value sufficient to satisfy the Tax
Withholding Obligation.

     

    9. Rights as
Stockholder. Neither the Participant nor any person claiming under or
through the Participant will have any of the rights or privileges of a
stockholder of the Company in respect of any Shares deliverable hereunder unless
and until certificates representing such Shares (which may be in book entry
form) will have been issued and recorded on the records of the Company or its
transfer agents or registrars, and delivered to the Participant (including
through electronic delivery to a brokerage account). After such issuance,
recordation and delivery, the Participant will have all the rights of a
stockholder of the Company with respect to voting such Shares, receipt of
Dividend Equivalent Rights and distributions on such Shares.

     

    8. Dividend Equivalent
Rights. Effective on the date of payment of cash dividends on the Shares
occurring on and after the Date of Grant and before the applicable issuance of
Shares pursuant to an RSU, the number of RSUs subject to this Award shall be
increased by such additional whole and/or fractional RSUs determined by the
following formula:

     

    X = (A x
B) / C

     

    where,

     

    “X” is
the number of whole and/or fractional RSUs to be credited with respect to the
Award;

     

    “A” is
the amount of cash dividends paid on one Share;

     

    “B” is
the number of whole and fractional RSUs subject to this Award as of the cash
dividend record date but immediately prior to the application of this Section;
and

     

    “C” is
the Fair Market Value of a Share on the cash dividend payment date.

     

    Such
additional RSUs shall be subject to the same terms and conditions and shall be
settled in the same manner and at the same time as the RSUs originally subject
to this Award.

     

    9. No Effect on
Employment. The transactions contemplated hereunder and the vesting
schedule set forth in the Notice of Grant do not constitute an express or
implied promise of continued employment for any period of time.

     

    10. Award is Not
Transferable. Except to the limited extent provided in Section 6
above, this Award of RSUs and the rights and privileges conferred hereby will
not be transferred, assigned, pledged or hypothecated in any way by the
Participant (whether by operation of law or otherwise) and will not be subject
to sale under execution, attachment or similar process, until the Participant
has been issued the Shares. Upon any attempt by the Participant to transfer,
assign, pledge, hypothecate or otherwise dispose of this Award, or any right or
privilege conferred hereby, or upon any attempted sale under any execution,
attachment or similar process, this Award and the rights and privileges
conferred hereby immediately will become null and void.

     

    11. Corporate
Transaction. In the event of a Corporate Transaction, the RSUs will be
treated as set forth in Section 16(b) of the Plan.

     

    12. Entire Agreement.
This Agreement, subject to the terms and conditions of the Plan and the Notice
of Grant, represents the entire agreement between the parties with respect to
the RSUs.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    13. Binding Agreement.
Subject to the limitation on the transferability of this Award contained herein,
this Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties
hereto.

     

    14. Additional Conditions to
Issuance of Certificates for Shares. The Company shall not be required to
issue any certificate or certificates for Shares hereunder prior to fulfillment
of all the following conditions: (a) the admission of such Shares to
listing on all stock exchanges on which such class of stock is then listed;
(b) the completion of any registration or other qualification of such
Shares under any state or federal law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body,
which the Administrator shall, in its absolute discretion, deem necessary or
advisable; (c) the obtaining of any approval or other clearance from any
state or federal governmental agency, which the Administrator shall, in its
absolute discretion, determine to be necessary or advisable; and (d) the
lapse of such reasonable period of time following the date of vesting of the
RSUs as the Administrator may establish from time to time for reasons of
administrative convenience.

     

    15. Plan Governs. This
Agreement is subject to all terms and provisions of the Plan. In the event of a
conflict between one or more provisions of this Agreement and one or more
provisions of the Plan, the provisions of the Plan will govern.

     

    16. Administrator
Authority. The Administrator will have the power to interpret the Plan
and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to
interpret or revoke any such rules. All actions taken and all interpretations
and determinations made by the Administrator in good faith will be final and
binding upon the Participant, the Company and all other interested persons. No
member of the Administrator will be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or
this Agreement.

     

    17. Captions. Captions
provided herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.

     

    18. Agreement Severable.
In the event that any provision in this Agreement will be held invalid or
unenforceable, such provision will be severable from, and such invalidity or
unenforceability will not be construed to have any effect on, the remaining
provisions of this Agreement.

     

    19. Notice of Governing
Law. This Agreement will be governed by the internal substantive laws,
but not the choice of law rules of the State of Delaware.