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


    EXHIBIT
10.1.1

     

    Date:   _________________________________________ 

     

    ______________________________________________

     

    
      ______________________________________________

    

    


    
      ______________________________________________

    

    


    


    


    Re:           NEXX Systems, Inc. -
Incentive 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 an incentive 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:
	 	 	 
	
              On
      the first anniversary of the date of this Agreement

            	 
      	
              25%

            
	 	 	 
	
              One
      month after the first anniversary and each month thereafter for 35
      months

            	 
      	
              2.083%
      per month

            


    

    


    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.  If you leave NEXX Systems or your
employment with NEXX Systems is terminated without Cause, you shall have 90 days
after the date of termination of your employment to exercise the vested portion
of your Option Grant.  However, in the event your employment is
terminated by NEXX Systems for Cause, the Option shall not be exercisable and
shall terminate.

     

    The attached Terms of Incentive 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 the
efforts you made and 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:

     

    


     

    Stanley
D.
Piekos                                                              ____________________________

    Vice
President and
CFO                                                                           [Name]

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TERMS
OF INCENTIVE STOCK OPTION GRANT

    


    The
Company desires to grant to the Employee 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 Consultant Stock Option Plan (the “Plan”).  The Company
and the Employee understand and agree that any terms used and not defined herein
have the same meanings as in the Plan.   The Company and the
Employee each intend that the Option granted herein qualify as an
ISO.

    


    


    1.           GRANT OF
OPTION.

    


    The
Company hereby grants to the Employee 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 Employee 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), those Shares which would have
vested in each vesting installment during the remainder of the fiscal year in
which the Change of Control occurs under this Option will become vested for
purposes of this Agreement and the Plan unless this Option has otherwise expired
or been terminated pursuant to its terms or the terms of the
Plan.  If, within the twelve months following a Change of Control, the
Employee’s employment is terminated without cause, as defined in the Plan, an
additional 25% of the Shares which would have vested in each vesting installment
remaining under this Option or any successor option to this Option (but in any
event, not to exceed, with prior vested options, 100% of the Option), will be
vested for purposes of the Plan and this Agreement, upon the date of such
termination of employment.1

    


    (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

            


      _____________________________

      1 The
acceleration of vesting of the option will result in the portion of the option
in excess of $100,000 (determined by the number of shares vested in a calendar
year times the purchase price) being treated as a Non-Qualified Stock
Option.



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              (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).

            


    

    


    
      	
               
      

            	
              4.

            	
              TERM OF
      OPTION.

            


    

    


    This
Option shall terminate ten years from the date of this Agreement or, if the
Employee owns as of the date hereof more than 10% of the total combined voting
power of all classes of capital stock of the Company or an Affiliate, five years
from the date of this Agreement, but shall be subject to earlier termination as
provided herein or in the Plan.

    


    If the
Employee ceases to be an employee of the Company or of an Affiliate (for any
reason other than the death or Disability of the Employee or termination of the
Employee’s employment for “cause” as defined in the Plan, the Option may be
exercised, if it has not previously terminated, within three months after the
date the Employee ceases to be an employee of the Company or an Affiliate, or
within the originally prescribed term of the Option, whichever is earlier, but
may not be exercised thereafter.  In such event, the Option shall be
exercisable only to the extent that the Option has become exercisable and is in
effect at the date of such cessation of employment.

    


    Notwithstanding
the foregoing, in the event of the Employee’s Disability or death within three
months after the termination of employment, the Employee or the Employee’s
Survivors may exercise the Option within one year after the date of the
Employee’s termination of employment, but in no event after the date of
expiration of the term of the Option.

    


    In the
event the Employee’s employment is terminated by the Employee’s employer for
“cause” as defined in the Plan, the Employee’s right to exercise any unexercised
portion of this Option shall cease immediately as of the time the Employee is
notified his or her employment is terminated for “cause,” and this Option shall
thereupon terminate.  Notwithstanding anything herein to the contrary,
if subsequent to the Employee’s termination as an employee, but prior to the
exercise of the Option, the Board of Directors of the Company determines that,
either prior or subsequent to the Employee’s termination, the Employee engaged
in conduct which would constitute “cause,” then the Employee shall immediately
cease to have any right to exercise the Option and this Option shall thereupon
terminate.

    


    In the
event of the Disability of the Employee, as determined in accordance with the
Plan, the Option shall be exercisable within one year after the Employee’s
termination of employment or, if earlier, within the term originally prescribed
by the Option.  In such event, the Option shall be
exercisable:

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      	
               
      

            	
              (b)

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

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    In the
event of the death of the Employee while an employee of the Company or of an
Affiliate, the Option shall be exercisable by the Employee’s Survivors within
one year after the date of death of the Employee or, if earlier, 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 Employee
      not died.  The proration shall be based upon the number of days
      accrued in the current vesting period prior to the Employee’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 Employee and if the Employee shall so request in the notice
exercising the Option, shall be registered in the name of the Employee 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 Employee, 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 Employee otherwise than by will or by
the laws of descent and distribution.  The Option shall be
exercisable, during the Employee’s lifetime, only by the Employee (or, in the
event of legal incapacity or incompetency, by the Employee’s guardian or
representative) and 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.

     

    
      	
               
      

            	
              8.

            	
              NO RIGHTS AS
      STOCKHOLDER UNTIL EXERCISE.

            


    

    


    The
Employee 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 Employee.  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.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              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) those Shares
which would have vested in each vesting installment during the remainder of the
fiscal year in which the Change of Control occurs under this Option will become
vested for purposes of the Plan and this Agreement and, further, if within the
12 months following a Change of Control, the Employee’s employment is terminated
without cause as defined in the Plan, an additional 25% of the Shares which
would have vested in each vesting installment remaining under this Option or any
successor option to this Option, will be vested for purposes of the Plan and
this Agreement, upon the date of such termination of employment.

    


    
      	
               
      

            	
              10.

            	
              TAXES.

            


    

    


    The
Employee 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 Employee’s responsibility.

    


    In the
event of a Disqualifying Disposition (as defined in Section 15 below) or if the
Option is converted into a Non-Qualified Option and such Non-Qualified Option is
exercised, the Company may withhold from the Employee’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 Employee on exercise of the
Option.  The Employee further agrees that, if the Company does not
withhold an amount from the Employee’s remuneration sufficient to satisfy the
Company’s income tax withholding obligation, the Employee 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).

            


    

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    12.           RESTRICTIONS ON TRANSFER OF
SHARES.

    


    (a)           Restrictions on Transfer of
Option.  The Shares acquired by the Employee pursuant to the
exercise of the Option granted hereby shall not be transferred by the Employee
except as permitted herein and pursuant to the Plan.   All
certificates representing the Shares to be issued to the Employee 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 Employee that the
following restrictions be complied with (except as hereinafter otherwise
provided):

    


    
      	
               
      

            	
              (i)

            	
              No
      Shares owned by the Employee 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 Employee
      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 Employee.  Such notice shall
      constitute a binding offer by the Employee to sell to the Company such
      number of the Shares then held by the Employee 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 Employee 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 Employee as to whether such offer has been accepted in whole by the
      Company within sixty days after its receipt of written notice from the
      Employee.  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 Employee
      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 Employee 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 Employee
      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 Employee 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 Employee’s notice, provided that (i) such sale is consummated
      within six months after the giving of notice by the Employee 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 Employee’s
Shares.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              The
      restrictions on transfer contained in this Section 12(b) shall not apply
      to (a) transfers by the Employee 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 Employee to his or her guardian or conservator, and (c) transfers by
      the Employee, 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.

            


    

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (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 Employee 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
Employee 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 Employee to the Company and to treat the Employee
and such Shares in all respects as if delivery of such Shares had been made as
required by this Agreement.  The Employee 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 Employee agrees that in the event the Company
proposes to offer for sale to the public any of its equity securities and such
Employee 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 Employee 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.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

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

            


    

    


    The
Company is not by the Plan or this Option obligated to continue the Employee as
an employee of the Company or an Affiliate.  The Employee
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 Employee’s participation in the Plan is voluntary; (v) that the value of the
Option is an extraordinary item of compensation which is outside the scope of
the Employee’s employment contract, if any; and (vi) that the Option is not part
of normal or expected compensation for purposes of calculating any severance,
resignation, redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments.

     

    
      	
               
      

            	
              14.

            	
              OPTION IS INTENDED TO
      BE AN ISO.

            


    

    


    The
parties each intend that the Option be an ISO so that the Employee (or the
Employee’s Survivors) may qualify for the favorable tax treatment provided to
holders of Options that meet the standards of Section 422 of the
Code.  Any provision of this Agreement or the Plan which conflicts
with the Code so that this Option would not be deemed an ISO is null and void
and any ambiguities shall be resolved so that the Option qualifies as an
ISO.  Nonetheless, if the Option is determined not to be an ISO, the
Employee 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 Employee should consult
with the Employee’s own tax advisors regarding the tax effects of the Option and
the requirements necessary to obtain favorable tax treatment under Section 422
of the Code, including, but not limited to, holding period
requirements.

    


    
      	
               
      

            	
              15.

            	
              NOTICE TO COMPANY OF
      DISQUALIFYING DISPOSITION.

            


    

    


    The
Employee agrees to notify the Company in writing immediately after the Employee
makes a Disqualifying Disposition of any of the Shares acquired pursuant to the
exercise of the Option.  A Disqualifying Disposition is defined in
Section 424(c) of the Code and includes any disposition (including any sale) of
such Shares before the later of (a) two years after the date the Employee was
granted the Option or (b) one year after the date the Employee acquired Shares
by exercising the Option, except as otherwise provided in Section 424(c) of the
Code.  If the Employee has died before the Shares are sold, these
holding period requirements do not apply and no Disqualifying Disposition can
occur thereafter.

    


    
      	
               
      

            	
              16.

            	
              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:

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    If to the
Company:

     

    
      	 	
              NEXX
      SYSTEMS, INC.

            
	 	
              900
      Middlesex Turnpike, Building 6

            
	 	
              Billerica,
      Massachusetts 01821

            


    

    


    


    If to the
Employee:                      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.

     

    
      	
               
      

            	
              17.

            	
              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.

    


    
      	
               
      

            	
              18.

            	
              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.

    


    
      	
               
      

            	
              19.

            	
              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.

    


    
      	
               
      

            	
              20.

            	
              MODIFICATIONS AND
      AMENDMENTS.

            


    

    


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

    


    
      	
               
      

            	
              21.

            	
              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.

    


    22.           DATA
PRIVACY.

    


    By
entering into this Agreement, the Employee:  (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.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    23.           CONSENT OF
SPOUSE.

    


    If the
Employee is married as of the date of this Agreement, the Employee’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
Employee marries or remarries subsequent to the date hereof, the Employee 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.

    


    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    Exhibit
A

    


    NOTICE OF
EXERCISE OF INCENTIVE STOCK OPTION

    


    [Form
for Unregistered Shares]

    


    To:           NEXX
SYSTEMS, INC.

    


    


    Ladies
and Gentlemen:

    


    I hereby
exercise my Incentive 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 Incentive 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.

    


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    I
understand the terms and restrictions on the right to dispose of the Shares set
forth in the 2003 Employee, Director and Consultant Stock Option Plan and the
Incentive 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.

    


    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,	 
	 	 
	 	 
	 	 
	Employee
      (signature)	 
	 	 
	 
      	 
      
	
                Print
      Name

              	 
      
	 
      	 
      
	 
      	 
      
	
                Date

              	 
      
	 
      	 
      
	 
      	 
      
	Social
      Security Number	 


      



     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    Exhibit
A

    


    NOTICE OF
EXERCISE OF INCENTIVE 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 Incentive 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 Incentive 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,	 
	 	 
	 	 
	 	 
	Employee
      (signature)	 
	 	 
	 
      	 
      
	
                  Print
      Name

                	 
      
	 
      	 
      
	 
      	 
      
	
                  Date

                	 
      
	 
      	 
      
	 
      	 
      
	Social
      Security Number	 


        

      

    

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    Exhibit
B

     

    
 

    CONSENT OF
SPOUSE

    


    I,
____________________________, spouse of _____________________________,
acknowledge that I have read the Incentive 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