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


    
      EXHIBIT
10.1.3

       

      Date:   _________________________________________ 

       

      ______________________________________________

       

      
        ______________________________________________

      

      


      
        ______________________________________________

      

      


      


      

Re:           NEXX Systems, Inc. -
Director Non-Qualified Stock Option Grant

    


    


    Dear  _____________________:

    


    It is with pleasure I hereby inform you
that the Compensation Committee of the Board of Directors of NEXX Systems,
Inc.  (the “NEXX Systems”) has granted you a non-qualified stock
option to purchase up to ______________ shares of the NEXX Systems’ Common Stock
at an exercise price of $___________ per share.

    


    These options will vest as
follows:

    


    Date:                                                                Percentage of Options
Vested:

    


    


    


    Please note that Options that have not
been exercised before the end of ten years from the date of grant shall expire
without any further notice.

     

    The attached Terms of Director
Non-Qualified Stock Option Grant spells out in more detail all of the elements
of your Option Grant by which both NEXX Systems and you agree to be
bound.

     

    I would like to thank you for your
contribution to NEXX Systems.  This Option Grant is a reflection of
our appreciation of your efforts as we all work to contribute to NEXX Systems’
growth and success.

     

    


     

    Sincerely,                                                                           ACCEPTED
AND AGREED:

     

    


     

    Richard
S.
Post                                                                 _____________________________

    President                                                                                               
[Name]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TERMS
OF DIRECTOR NON-QUALIFIED STOCK OPTION GRANT

    


    The
Company desires to grant to the Director an Option to purchase shares of its
common stock, $.001 par value per share (the “Shares”) as described in the Cover
Page, under and for the purposes set forth in the Company’s 2003 Employee,
Director and Director Stock Option Plan (the “Plan”).  The Company and
the Director understand and agree that any terms used and not defined herein
have the same meanings as in the Plan.   The Company and the
Director each intend that the Option granted herein shall not qualify as an
incentive stock option.

    


    1.           GRANT OF
OPTION.

    


    The
Company hereby grants to the Director the right and option to purchase all or
any part of an aggregate of the Option Grant mentioned in the Cover Page, on the
terms and conditions and subject to all the limitations set forth herein, under
United States securities and tax laws, and in the Plan, which is incorporated
herein by reference.  The Director acknowledges receipt of a copy of
the Plan.

    


    2.           PURCHASE
PRICE.

    


    The
purchase price of the Shares covered by the Option shall be as referenced in the
Cover Page, which price shall be subject to adjustment, as provided in the Plan,
in the event of a stock split, reverse stock split or other events affecting the
holders of Shares (the “Purchase Price”).  Payment shall be made in
accordance with this Plan.

    


    3.           EXERCISABILITY OF
OPTION.

    


    (a)           Vesting
Period.  Subject to the terms and conditions set forth in this
Agreement and the Plan, the Option granted hereby shall become exercisable as
set forth on the Cover Page.   The foregoing rights are
cumulative and are subject to the other terms and conditions of this Agreement
and the Plan.

    


    (b)           Effect
of Change of Control.  Notwithstanding the foregoing, in the
event of a Change of Control (as defined below), 50% of all unvested Options
shall immediately vest and the remaining unvested options shall immediately
terminate.

     

    (c)           Definition
of Change of Control.  Change of Control
means the occurrence of any of the following events:

    


    
      	
               
      

            	
              (i)

            	
              Ownership.  Any
      “Person” (as such term is used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934, as amended) becomes the “Beneficial
      Owner” (as defined in Rule 13d-3 under said Act), directly or indirectly,
      of securities of the Company representing 50% or more of the total voting
      power represented by the Company’s then outstanding voting securities
      (excluding for this purpose the Company or its Affiliates or any employee
      benefit plan of the Company) pursuant to a transaction or a series of
      related transactions which the Board of Directors does not approve;
      or

            


    

    
      
        
          	
                   
      

                	
                  (ii)

                	
                  Merger/Sale of
      Assets.  A merger or consolidation of the Company whether
      or not approved by the Board of Directors, other than a merger or
      consolidation which would result in the voting securities of the Company
      outstanding immediately prior thereto continuing to represent (either by
      remaining outstanding or by being converted into voting securities of the
      surviving entity or the parent of such corporation) at least 50% of the
      total voting power represented by the voting securities of the Company or
      such surviving entity or parent of such corporation outstanding
      immediately after such merger or consolidation, or the stockholders of the
      Company approve an agreement for the sale or disposition by the Company of
      all or substantially all of the Company’s assets;
  or

                


        

        
        

        
          
            	
                     
      

                  	
                    (iii)

                  	
                    Change in Board
      Composition.  A change in the composition of the Board of
      Directors, as a result of which fewer than a majority of the directors are
      Incumbent Directors.  “Incumbent Directors” shall mean directors
      who either (A) are directors of the Company as of the date of
      the Grant, or (B) are elected, or nominated for election, to the
      Board of Directors with the affirmative votes of at least a majority
      of the Incumbent Directors at the time of such election or nomination (but
      shall not include an individual whose election or nomination is in
      connection with an actual or threatened proxy contest relating to the
      election of directors to the
Company).

                  


          

          
            
              
                
                

              

              
                2

                
                  

                

              

              
                
                

              

            

          

          
            	
                     
      

                  	
                    4.

                  	
                    TERM OF
      OPTION.

                  


          

          


          This
Option shall terminate ten years from the date of this Agreement.  If
the Director ceases to be a Director of the Company or of an
Affiliate,  the vested portion of the Option may be exercised, if it
has not previously terminated, for the original term of the Option
Grant.

          


          In the
event of the death of the Director, the Option shall be exercisable by the
Director’s Survivors within the originally prescribed term of the
Option.  In such event, the Option shall be exercisable:

          


          
            	
                     
      

                  	
                    (x)

                  	
                    to
      the extent that the Option has become exercisable but has not been
      exercised as of the date of death;
and

                  


          

          


          
            	
                     
      

                  	
                    (y)

                  	
                    in
      the event rights to exercise the Option accrue periodically, to the extent
      of a pro rata portion through the date of death of any additional vesting
      rights that would have accrued on the next vesting date had the Director
      not died.  The proration shall be based upon the number of days
      accrued in the current vesting period prior to the Director’s date of
      death.

                  


          

          


          
            	
                     
      

                  	
                    5.

                  	
                    METHOD OF EXERCISING
      OPTION.

                  


          

          


          Subject
to the terms and conditions of this Agreement, the Option may be exercised by
written notice to the Company or its designee, in substantially the form of
Exhibit A
attached hereto.  Such notice shall state the number of Shares with
respect to which the Option is being exercised and shall be signed by the person
exercising the Option.  Payment of the purchase price for such Shares
shall be made in accordance with this Plan.  The Company shall deliver
a certificate or certificates representing such Shares as soon as practicable
after the notice shall be received, provided, however, that the Company may
delay issuance of such Shares until completion of any action or obtaining of any
consent, which the Company deems necessary under any applicable law (including,
without limitation, state securities or “blue sky” laws).  The
certificate or certificates for the Shares as to which the Option shall have
been so exercised shall be registered in the Company’s share register in the
name of the person so exercising the Option (or, if the Option shall be
exercised by the Director and if the Director shall so request in the notice
exercising the Option, shall be registered in the name of the Director and
another person jointly, with right of survivorship) and shall be delivered as
provided above to or upon the written order of the person exercising the
Option.  In the event the Option shall be exercised, pursuant to
Section 4 hereof, by any person other than the Director, such notice shall be
accompanied by appropriate proof of the right of such person to exercise the
Option.  All Shares that shall be purchased upon the exercise of the
Option as provided herein shall be fully paid and nonassessable.

          


          
            	
                     
      

                  	
                    6.

                  	
                    PARTIAL
      EXERCISE.

                  


          

          


          Exercise
of this Option to the extent above stated may be made in part at any time and
from time to time within the above limits, except that no fractional share shall
be issued pursuant to this Option.

          


          
            	
                     
      

                  	
                    7.

                  	
                    NON-ASSIGNABILITY.

                  


          

          


          The
Option shall not be transferable by the Director otherwise than by will or by
the laws of descent and distribution or except as otherwise allowed by the Board
of Directors of the Company.  Except as set forth above, the Option
shall not be assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and shall not be subject to execution, attachment or
similar process.  Any attempted transfer, assignment, pledge,
hypothecation or other disposition of the Option or of any rights granted
hereunder contrary to the provisions of this Section 7, or the levy of any
attachment or similar process upon the Option shall be null and
void.

          


          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          

          
            	
                     
      

                  	
                    8.

                  	
                    NO RIGHTS AS
      STOCKHOLDER UNTIL EXERCISE.

                  


          

          


          The
Director shall have no rights as a stockholder with respect to Shares subject to
this Agreement until registration of the Shares in the Company’s share register
in the name of the Director.  Except as is expressly provided in the
Plan with respect to certain changes in the capitalization of the Company, no
adjustment shall be made for dividends or similar rights for which the record
date is prior to the date of such registration.

          


          
            	
                     
      

                  	
                    9.

                  	
                    ADJUSTMENTS.

                  


          

          


          The Plan
contains provisions covering the treatment of Options in a number of
contingencies such as stock splits and mergers.  Provisions in the
Plan for adjustment with respect to stock subject to Options and the related
provisions with respect to successors to the business of the Company are hereby
made applicable hereunder and are incorporated herein by reference; provided, however, that
in the event of a Change of Control (as defined in Section 3 above) all unvested
options shall terminate.

          


          
            	
                     
      

                  	
                    10.

                  	
                    TAXES.

                  


          

          


          The
Director acknowledges that any income or other taxes due from him or her with
respect to this Option or the Shares issuable pursuant to this Option shall be
the Director’s responsibility.  When this Non-Qualified Option is
exercised, the Company may withhold from the Director’s remuneration, if any,
the minimum statutory amount of federal, state and local withholding taxes
attributable to such amount that is considered compensation includable in such
person’s gross income.  At the Company’s discretion, the amount
required to be withheld may be withheld in cash from such remuneration, or in
kind from the Shares otherwise deliverable to the Director on exercise of the
Option.  The Director further agrees that, if the Company does not
withhold an amount from the Director’s remuneration sufficient to satisfy the
Company’s income tax withholding obligation, the Director will reimburse the
Company on demand, in cash, for the amount under-withheld.

          


          
            	
                     
      

                  	
                    11.

                  	
                    PURCHASE FOR
      INVESTMENT.

                  


          

          


          Unless
the offering and sale of the Shares to be issued upon the particular exercise of
the Option shall have been effectively registered under the Securities Act of
1933, as now in force or hereafter amended (the “1933 Act”), the Company shall
be under no obligation to issue the Shares covered by such exercise unless and
until the following conditions have been fulfilled:

          


          
            	
                     
      

                  	
                    (a)

                  	
                    The
      person(s) who exercise the Option shall warrant to the Company, at the
      time of such exercise, that such person(s) are acquiring such Shares for
      their own respective accounts, for investment, and not with a view to, or
      for sale in connection with, the distribution of any such Shares, in which
      event the person(s) acquiring such Shares shall be bound by the provisions
      of the following legend which shall be endorsed upon the certificate(s)
      evidencing the Shares issued pursuant to such
  exercise:

                  


          

          


          “The
shares represented by this certificate have been taken for investment and they
may not be sold or otherwise transferred by any person, including a pledgee,
unless (1) either (a) a Registration Statement with respect to such shares shall
be effective under the Securities Act of 1933, as amended, or (b) the Company
shall have received an opinion of counsel satisfactory to it that an exemption
from registration under such Act is then available, and (2) there shall have
been compliance with all applicable state securities laws;” and

          


          
            	
                     
      

                  	
                    (b)

                  	
                    If
      the Company so requires, the Company shall have received an opinion of its
      counsel that the Shares may be issued upon such particular exercise in
      compliance with the 1933 Act without registration
      thereunder.  Without limiting the generality of the foregoing,
      the Company may delay issuance of the Shares until completion of any
      action or obtaining of any consent, which the Company deems necessary
      under any applicable law (including without limitation state securities or
      “blue sky” laws).

                  


          

          


          
            
              
              

            

            
              4

              
                

              

            

            
              
              

            

          

          12.           RESTRICTIONS ON TRANSFER OF
SHARES.

          


          (a)           Restrictions on Transfer of
Option.  The Shares acquired by the Director pursuant to the
exercise of the Option granted hereby shall not be transferred by the Director
except as permitted herein and pursuant to the Plan.   All
certificates representing the Shares to be issued to the Director pursuant to
this Agreement shall have endorsed thereon a legend substantially as
follows:  “The shares represented by this certificate are subject to
restrictions set forth in a Non-Qualified Stock Option Agreement with this
Company, a copy of which Agreement is available for inspection at the offices of
the Company or will be made available upon request.”

          


          (b)           Restrictions on Transfer of
Underlying Shares.  It shall be a condition precedent to the
validity of any sale or other transfer of any Shares by the Director that the
following restrictions be complied with (except as hereinafter otherwise
provided):

          


          
            	
                     
      

                  	
                    (i)

                  	
                    No
      Shares owned by the Director may be sold, pledged or otherwise transferred
      (including by gift or devise) to any person or entity, voluntarily, or by
      operation of law, except in accordance with the terms and conditions
      hereinafter set forth.

                  


          

          


          
            	
                     
      

                  	
                    (ii)

                  	
                    Before
      selling or otherwise transferring all or part of the Shares, the Director
      shall give written notice of such intention to the Company, which notice
      shall include the name of the proposed transferee, the proposed purchase
      price per share, the terms of payment of such purchase price and all other
      matters relating to such sale or transfer and shall be accompanied by a
      copy of the binding written agreement of the proposed transferee to
      purchase the Shares of the Director.  Such notice shall
      constitute a binding offer by the Director to sell to the Company such
      number of the Shares then held by the Director as are proposed to be sold
      in the notice at the monetary price per share designated in such notice,
      payable on the terms offered to the Director by the proposed transferee
      (provided, however, that the Company shall not be required to meet any
      non-monetary terms of the proposed transfer, including, without
      limitation, delivery of other securities in exchange for the Shares
      proposed to be sold).  The Company shall give written notice to
      the Director as to whether such offer has been accepted in whole by the
      Company within sixty days after its receipt of written notice from the
      Director.  The Company may only accept such offer in whole and
      may not accept such offer in part.  Such acceptance notice shall
      fix a time, location and date for the Closing on such purchase (“Closing
      Date”) which shall not be less than ten nor more than sixty days after the
      giving of the acceptance notice, provided, however, if any of the Shares
      to be sold pursuant to this Section 12(b) have been held by the Director
      for less than six months, then the Closing Date may be extended by the
      Company until no more than ten days after such Shares have been held by
      the Director for six months if required under applicable accounting rules
      in effect at the time.  The place for such Closing shall be at
      the Company’s principal office.  At such Closing, the Director
      shall accept payment as set forth herein and shall deliver to the Company
      in exchange therefor certificates for the number of Shares stated in the
      notice accompanied by duly executed instruments of
    transfer.

                  


          

          


          
            	
                     
      

                  	
                    (iii)

                  	
                    If
      the Company shall fail to accept any such offer, the Director shall be
      free to sell all, but not less than all, of the Shares set forth in his or
      her notice to the designated transferee at the price and terms designated
      in the Director’s notice, provided that (i) such sale is consummated
      within six months after the giving of notice by the Director to the
      Company as aforesaid, and (ii) the transferee first agrees in writing to
      be bound by the provisions of this Section 12(b) so that such transferee
      (and all subsequent transferees) shall thereafter only be permitted to
      sell or transfer the Shares in accordance with the terms
      hereof.  After the expiration of such six months, the provisions
      of this Section 12(b) shall again apply with respect to any proposed
      voluntary transfer of the Director’s
Shares.

                  


          

          


          
            	
                     
      

                  	
                    (iv)

                  	
                    The
      restrictions on transfer contained in this Section 12(b) shall not apply
      to (a) transfers by the Director to his or her spouse or children or to a
      trust for the benefit of his or her spouse or children, (b) transfers by
      the Director to his or her guardian or conservator, and (c) transfers by
      the Director, in the event of his or her death, to his or her executor(s)
      or administrator(s) or to trustee(s) under his or her will (collectively,
      “Permitted Transferees”); provided however, that in any such event the
      Shares so transferred in the hands of each such Permitted Transferee shall
      remain subject to this Agreement, and each such Permitted Transferee shall
      so acknowledge in writing as a condition precedent to the effectiveness of
      such transfer.

                  


          

          


          
            
              
              

            

            
              5

              
                

              

            

            
              
              

            

          

          
            	
                     
      

                  	
                    (v)

                  	
                    The
      provisions of this Section 12(b) may be waived by the
      Company.  Any such waiver may be unconditional or based upon
      such conditions as the Company may
impose.

                  


          

          


          (c)           Attempted Transfer in Violation of
Agreement.  If the Director or his or her successor in interest
fails to deliver the Shares to be repurchased by the Company under this
Agreement, the Company may elect (a) to establish a segregated account in
the amount of the repurchase price, such account to be turned over to the
Director or his or her successor in interest upon delivery of such Shares, and
(b) immediately to take such action as is appropriate to transfer record
title of such Shares from the Director to the Company and to treat the Director
and such Shares in all respects as if delivery of such Shares had been made as
required by this Agreement.  The Director hereby irrevocably grants
the Company a power of attorney which shall be coupled with an interest for the
purpose of effectuating the preceding sentence.  The Company shall not
be required to transfer any Shares on its books which shall have been sold,
assigned or otherwise transferred in violation of this Agreement, or to treat as
owner of such Shares, or to accord the right to vote as such owner or to pay
dividends to, any person or organization to which any such Shares shall have
been so sold, assigned or otherwise transferred, in violation of this
Agreement.

          


          (d)           Stock Splits, Mergers,
Etc.  If the Company shall pay a stock dividend or declare a
stock split on or with respect to any of its Common Stock, or otherwise
distribute securities of the Company to the holders of its Common Stock, the
number of shares of stock or other securities of Company issued with respect to
the shares then subject to the restrictions contained in this Agreement shall be
added to the Shares subject to the Company’s rights to repurchase pursuant to
this Agreement.  If the Company shall distribute to its stockholders
shares of stock of another corporation, the shares of stock of such other
corporation, distributed with respect to the Shares then subject to the
restrictions contained in this Agreement, shall be added to the Shares subject
to the Company’s rights to repurchase pursuant to this Agreement.

          


          If the
outstanding shares of Common Stock of the Company shall be subdivided into a
greater number of shares or combined into a smaller number of shares, or in the
event of a reclassification of the outstanding shares of Common Stock of the
Company, or if the Company shall be a party to a merger, consolidation or
capital reorganization, there shall be substituted for the Shares then subject
to the restrictions contained in this Agreement such amount and kind of
securities as are issued in such subdivision, combination, reclassification,
merger, consolidation or capital reorganization in respect of the Shares subject
immediately prior thereto to the Company’s rights to repurchase pursuant to this
Agreement.

          


          (e)           Impact of Initial Public Offering on
Transfer Restrictions.  The provisions of Sections 12(b) shall
terminate upon the consummation of a public offering of any of the Company’s
securities pursuant to a registration statement filed with the Securities and
Exchange Commission pursuant to the 1933 Act, in which offering the aggregate
gross proceeds to the Company exceed $25,000,000

          


          (f)           Underwriter
Lock-Up.  The Director agrees that in the event the Company
proposes to offer for sale to the public any of its equity securities and such
Director is requested by the Company and any underwriter engaged by the Company
in connection with such offering to sign an agreement restricting the sale or
other transfer of Shares, then it will promptly sign such agreement and will not
transfer, whether in privately negotiated transactions or to the public in open
market transactions or otherwise, any Shares or other securities of the Company
held by him or her during such period as is determined by the Company and the
underwriters, not to exceed 180 days following the closing of the offering, plus
such additional period of time as may be required to comply with Marketplace
Rule 2711 of the National Association of Securities Dealers, Inc. or similar
rules thereto (such period, the “Lock-Up Period”).  Such agreement
shall be in writing and in form and substance reasonably satisfactory to the
Company and such underwriter and pursuant to customary and prevailing terms and
conditions.  Notwithstanding whether the Director has signed such an
agreement, the Company may impose stop-transfer instructions with respect to the
Shares or other securities of the Company subject to the foregoing restrictions
until the end of the Lock-Up Period.

          


          (g)           No Obligation to Disclose Future
Transactions.  The Director acknowledges and agrees that
neither the Company, its shareholders nor its directors and officers, has any
duty or obligation to disclose to the 

           

          
            
              
              

            

            
              6

              
                

              

            

            
              
              

            

          

          Director
any material information regarding the business of the Company or affecting the
value of the Shares before, at the time of, or following a termination of the
services of the Director by the Company, including, without limitation, any
information concerning plans for the Company to make a public offering of its
securities or to be acquired by or merged with or into another firm or
entity.

          


          
            	
                     
      

                  	
                    13.

                  	
                    NO OBLIGATION TO
      CONTINUE AS DIRECTOR.

                  


          

          


          The
Company is not by the Plan or this Option obligated to continue the Director as
a member of the Board of Directors of the Company or an
Affiliate.  The Director acknowledges:  (i) that the Plan is
discretionary in nature and may be suspended or terminated by the Company at any
time; (ii) that the grant of the Option is a one-time benefit which does not
create any contractual or other right to receive future grants of options, or
benefits in lieu of options; (iii) that all determinations with respect to any
such future grants, including, but not limited to, the times when options shall
be granted, the number of shares subject to each option, the option price, and
the time or times when each option shall be exercisable, will be at the sole
discretion of the Company; (iv) that the Director’s participation in the Plan is
voluntary; and (v) that the value of the Option is an extraordinary item of
compensation which is outside the scope of the Director’s services, if
any.

          


          
            	
                     
      

                  	
                    14.

                  	
                    OPTION IS NOT AN
      ISO.

                  


          

          


          The
parties each intend that the Option not be an incentive stock
option (“ISO”) grant so that the Director (or the Director’s Survivors) will
not qualify for the
favorable tax treatment provided to holders of Options that meet the standards
of Section 422 of the Code.  The Director understands that neither the
Company nor any Affiliate is responsible to compensate him or her or otherwise
make up for the treatment of the Option as a Non-Qualified Option and not as an
ISO.  The Director should consult with the Director’s own tax advisors
regarding the tax effects of the Option.

          


          15.           NOTICES.

          


          Any
notices required or permitted by the terms of this Agreement or the Plan shall
be given by recognized courier service, facsimile, registered or certified mail,
return receipt requested, addressed as follows:

          


          If to the
Company:

          
            
              	 	
                      NEXX
      SYSTEMS, INC.

                    
	 	
                      900
      Middlesex Turnpike, Bldg 6

                    
	 	
                      Billerica,
      Massachusetts 01821

                    


            

            


            


            If to the
Director:                                           At
the Address Set Forth on the Cover Page

            


            or to
such other address or addresses of which notice in the same manner has
previously been given.  Any such notice shall be deemed to have been
given upon the earlier of receipt, one business day following delivery to a
recognized courier service or three business days following mailing by
registered or certified mail.

            


            
              	
                       
      

                    	
                      16.

                    	
                      GOVERNING
      LAW.

                    


            

            


            This
Agreement shall be construed and enforced in accordance with the law of the
State of Delaware,
without giving effect to the conflict of law principles thereof.  For
the purpose of litigating any dispute that arises under this Agreement, the
parties hereby consent to exclusive jurisdiction in Massachusetts and agree that
such litigation shall be conducted in the courts of Middlesex County,
Massachusetts or the federal courts of the United States for the District
of  Massachusetts.

            


            
              	
                       
      

                    	
                      17.

                    	
                      BENEFIT OF
      AGREEMENT.

                    


            

            


            Subject
to the provisions of the Plan and the other provisions hereof, this Agreement
shall be for the benefit of and shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.

            
              
                
                  
                  

                

                
                  7

                  
                    

                  

                

                
                  
                  

                

              

              
                	
                         
      

                      	
                        18.

                      	
                        ENTIRE
      AGREEMENT.

                      


              

              


              This
Agreement (including the Cover Page), together with the Plan, embodies the
entire agreement and understanding between the parties hereto with respect to
the subject matter hereof and supersedes all prior oral or written agreements
and understandings relating to the subject matter hereof.  No
statement, representation, warranty, covenant or agreement not expressly set
forth in this Agreement shall affect or be used to interpret, change or
restrict, the express terms and provisions of this Agreement, provided, however,
in any event, this Agreement shall be subject to and governed by the
Plan.

              


              
                	
                         
      

                      	
                        19.

                      	
                        MODIFICATIONS AND
      AMENDMENTS.

                      


              

              


              The terms
and provisions of this Agreement may be modified or amended as provided in the
Plan.

              


              
                	
                         
      

                      	
                        20.

                      	
                        WAIVERS AND
      CONSENTS.

                      


              

              


              Except as
provided in the Plan, the terms and provisions of this Agreement may be waived,
or consent for the departure therefrom granted, only by written document
executed by the party entitled to the benefits of such terms or
provisions.  No such waiver or consent shall be deemed to be or shall
constitute a waiver or consent with respect to any other terms or provisions of
this Agreement, whether or not similar.  Each such waiver or consent
shall be effective only in the specific instance and for the purpose for which
it was given, and shall not constitute a continuing waiver or
consent.

              


              21.           DATA
PRIVACY.

              


              By
entering into this Agreement, the Director:  (i) authorizes the
Company and each Affiliate, and any agent of the Company or any Affiliate
administering the Plan or providing Plan recordkeeping services, to disclose to
the Company or any of its Affiliates such information and data as the Company or
any such Affiliate shall request in order to facilitate the grant of options and
the administration of the Plan; (ii) waives any data privacy rights he or she
may have with respect to such information; and (iii) authorizes the Company and
each Affiliate to store and transmit such information in electronic
form.

              


              22.           CONSENT OF
SPOUSE.

              


              If the
Director is married as of the date of this Agreement, the Director’s spouse
shall execute a Consent of Spouse in the form of Exhibit B hereto,
effective as of the date hereof.  Such consent shall not be deemed to
confer or convey to the spouse any rights in the Shares that do not otherwise
exist by operation of law or the agreement of the parties.  If the
Director marries or remarries subsequent to the date hereof, the Director shall,
not later than 60 days thereafter, obtain his or her new spouse’s
acknowledgement of and consent to the existence and binding effect of Section 12
of this Agreement by such spouse’s executing and delivering a Consent of Spouse
in the form of Exhibit B.

              


              


              


              
                
                  
                  

                

                
                  8

                  
                    

                  

                

                
                  
                  

                

              

              Exhibit
A

              


              NOTICE OF
EXERCISE OF NON-QUALIFIED STOCK OPTION

              


              [Form
for Unregistered Shares]

              


              To:           NEXX
SYSTEMS, INC.

               

              Ladies
and Gentlemen:

              


              I hereby
exercise my Non-Qualified Stock Option to purchase ___________ shares (the
“Shares”) of the common stock, $.001 par value, of Nexx Systems, Inc. (the
“Company”), at the exercise price of $____ per share, pursuant to and subject to
the terms of that certain Non-Qualified Stock Option Agreement between the
undersigned and the Company dated _________, 200_.

              


              I am
aware that the Shares have not been registered under the Securities Act of 1933,
as amended (the “1933 Act”), or any state securities laws.  I
understand that the reliance by the Company on exemptions under the 1933 Act is
predicated in part upon the truth and accuracy of the statements by me in this
Notice of Exercise.

              


              I hereby
represent and warrant that (1) I have been furnished with all information which
I deem necessary to evaluate the merits and risks of the purchase of the Shares;
(2) I have had the opportunity to ask questions concerning the Shares and
the Company and all questions posed have been answered to my satisfaction; (3) I
have been given the opportunity to obtain any additional information I deem
necessary to verify the accuracy of any information obtained concerning the
Shares and the Company; and (4) I have such knowledge and experience in
financial and business matters that I am able to evaluate the merits and risks
of purchasing the Shares and to make an informed investment decision relating
thereto.

              


              I hereby
represent and warrant that I am purchasing the Shares for my own personal
account for investment and not with a view to the sale or distribution of all or
any part of the Shares.

              


              I
understand that because the Shares have not been registered under the 1933 Act,
I must continue to bear the economic risk of the investment for an indefinite
time and the Shares cannot be sold unless the Shares are subsequently registered
under applicable federal and state securities laws or an exemption from such
registration requirements is available.

              


              I agree
that I will in no event sell or distribute or otherwise dispose of all or any
part of the Shares unless (1) there is an effective registration statement under
the 1933 Act and applicable state securities laws covering any such transaction
involving the Shares or (2) the Company receives an opinion of my legal counsel
(concurred in by legal counsel for the Company) stating that such transaction is
exempt from registration or the Company otherwise satisfies itself that such
transaction is exempt from registration.

              


              I consent
to the placing of a legend on my certificate for the Shares stating that the
Shares have not been registered and setting forth the restriction on transfer
contemplated hereby and to the placing of a stop transfer order on the books of
the Company and with any transfer agents against the Shares until the Shares may
be legally resold or distributed without restriction.

              


              I
understand that at the present time Rule 144 of the Securities and Exchange
Commission (the “SEC”) may not be relied on for the resale or distribution of
the Shares by me.  I understand that the Company has no obligation to
me to register the sale of the Shares with the SEC and has not represented to me
that it will register the sale of the Shares.

              


              I
understand the terms and restrictions on the right to dispose of the Shares set
forth in the 2003 Employee, Director and Director Stock Option Plan and the
Non-Qualified Stock Option Agreement, both of which I have carefully
reviewed.  I consent to the placing of a legend on my certificate for
the Shares referring to such restriction and the placing of stop transfer orders
until the Shares may be transferred in accordance with the terms of such
restrictions.

              


              
                
                  
                  

                

                
                  A-1

                  
                    

                  

                

                
                  
                  

                

              

              I have
considered the Federal, state and local income tax implications of the exercise
of my Option and the purchase and subsequent sale of the Shares.

              


              I am
paying the option exercise price for the Shares as follows:

              


              
                
 


              Please
issue the stock certificate for the Shares (check one):

              


               o to me;
or

              


               o to me and
________________, as joint tenants with right of survivorship

              


                             
and mail the certificate to me at the following address:

              


              __________________________________________

              
                 

                
                  __________________________________________

                   

                  
                    __________________________________________

                  

                

                


                My
mailing address for shareholder communications, if different from the address
listed above is:

                


                
                  __________________________________________

                   

                  
                    __________________________________________

                     

                    
                      __________________________________________

                    

                  

                

              

              
              

              


              
                 

                
                  
                    	Very
      truly yours,	 
	 	 
	 	 
	 	 
	Director
      (signature)	 
	 	 
	 
      	 
      
	
                            Print
      Name

                          	 
      
	 
      	 
      
	 
      	 
      
	
                            Date

                          	 
      
	 
      	 
      
	 
      	 
      
	Social
      Security Number	 


                  




                
                  
                    
                    

                  

                  
                    A-2

                    
                      

                    

                  

                  
                    
                    

                  

                

              

              Exhibit
A

              


              NOTICE OF
EXERCISE OF NON-QUALIFIED STOCK OPTION

              


              [Form
For Registered Shares]


              TO:           NEXX
SYSTEMS, INC.

               

              IMPORTANT
NOTICE:  This form of Notice of Exercise may only be used at such time
as the Company has filed a Registration Statement with the Securities and
Exchange Commission under which the issuance of the Shares for which this
exercise is being made is registered and such Registration Statement remains
effective.

              


              Ladies
and Gentlemen:

              


              I hereby
exercise my Non-Qualified Stock Option to purchase _________ shares (the
“Shares”) of the common stock, $.001 par value, of NEXX Systems, Inc. (the “Company”), at the
exercise price of $________ per share, pursuant to and subject to the terms of
that certain Non-Qualified Stock Option Agreement between the undersigned and
the Company dated _______________, 200_.

              


              I
understand the nature of the investment I am making and the financial risks
thereof.  I am aware that it is my responsibility to have consulted
with competent tax and legal advisors about the relevant national, state and
local income tax and securities laws affecting the exercise of the Option and
the purchase and subsequent sale of the Shares.

              


              I am
paying the option exercise price for the Shares as follows:

              


              
                
 

              Please
issue the Shares (check one):

              


               o to me;
or

              


              
                                
o to me and
____________________________, as joint tenants with right of
survivorship,

              

              


              at the
following address:

               

              
                __________________________________________

                
                   

                  
                    __________________________________________

                     

                    
                      __________________________________________

                    

                  

                  


                  My
mailing address for shareholder communications, if different from the address
listed above is:

                  


                  
                    __________________________________________

                     

                    
                      __________________________________________

                       

                      
                        __________________________________________

                      

                    

                  

                

                
                

              

              
                
                  
                    
                      	Very
      truly yours,	 
	 	 
	 	 
	 	 
	Director
      (signature)	 
	 	 
	 
      	 
      
	
                              Print
      Name

                            	 
      
	 
      	 
      
	 
      	 
      
	
                              Date

                            	 
      
	 
      	 
      
	 
      	 
      
	Social
      Security Number	 


                    

                    
                      
                        
                        

                      

                      
                        A-1

                        
                          

                        

                      

                      
                        
                        

                      

                    

                  

                

              

              Exhibit
B

              


              CONSENT OF
SPOUSE

              


              I,
____________________________, spouse of _____________________________,
acknowledge that I have read the Non-Qualified Stock Option Agreement dated as
of _______________, 200__ (the “Agreement”) to which this Consent is attached as
Exhibit B and that I know its contents.  Capitalized terms used and
not defined herein shall have the meanings assigned to such terms in the
Agreement.  I am aware that by its provisions the Shares granted to my
spouse pursuant to the Agreement are subject to a limitation on resale in the
event of an initial public offering of securities of NEXX SYSTEMS, INC. (the
“Company”) and that, accordingly, my spouse may not be able to immediately
resell shares within the first 180 days following the closing of an initial
public offering of the Company’s securities.

              


              


              I hereby
agree that my interest, if any, in the Shares subject to the Agreement shall be
irrevocably bound by the Agreement and further understand and agree that any
community property interest I may have in the Shares shall be similarly bound by
the Agreement.

              


              


              I
AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE
AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL
GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT.  I HAVE EITHER
SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT
CAREFULLY THAT I WILL WAIVE SUCH RIGHT.

              


              Dated as
of the _______ day of ________________, 200__.

              


              
                


                


                Signed____________________________________

                


                Printed

                Name  ____________________________________

                


                 

                 

                
 

                
                  
                    
                    

                  

                  
                    B-1