Filed by Bowne Pure Compliance





Exhibit 10.21




ULTRATECH, INC.

GRANT AGREEMENT




WITNESSETH:




RECITALS




A. The Corporation’s Board of Directors (the “Board”) has adopted the Corporation’s 1993 Stock
Option/Stock Issuance Plan (the “Plan”) for the purpose of attracting and retaining the services of
key employees (including officers and directors), non-employee Board members and consultants and
other independent advisors.



B. Optionee is an individual who is to render valuable services to the Corporation or one or
more parent or subsidiary corporations, and this Agreement is executed pursuant to, and is intended
to carry out the purposes of, the Plan in connection with the Corporation’s grant of a stock option
to Optionee.



NOW, THEREFORE, it is hereby agreed as follows:



1. Grant of Option. Subject to and upon the terms and conditions set forth in this
Agreement, the Corporation hereby grants to Optionee, as of the grant date (the “Date of Grant”)
specified in the accompanying Notice of Grant of Stock Option (the “Grant Notice”), a stock option
to purchase up to that number of shares of the Corporation’s Common Stock (the “Option Shares”) as
is specified in the Grant Notice. The Option Shares shall be purchasable from time to time during
the option term at the option price (the “Option Price”) specified in the Grant Notice.



2. Option Term. This option shall expire at the close of business on the expiration
date (the “Expiration Date”) specified in the Grant Notice, unless sooner terminated in accordance
with Paragraph 5 or 6.



3. Limited Transferability.



A. This option shall be neither transferable nor assignable by Optionee other than by will or
the laws of inheritance following Optionee’s death and may be exercised, during Optionee’s
lifetime, only by Optionee.



B. If this option is designated a Non-Statutory Option in the Grant Notice, then this option
may be assigned in whole or in part during Optionee’s lifetime by gift or pursuant to a domestic
relations order to one or more members of Optionee’s family or to a trust established for the
exclusive benefit of one or more such family members. The assigned portion shall be exercisable
only by the person or persons who acquire a proprietary interest in the option pursuant to such
assignment. The terms applicable to the assigned portion shall be the same as those in effect for
this option immediately prior to such assignment.


 


 









 





4. Dates of Exercise. This option shall become exercisable for the Option Shares in
accordance with the installment schedule specified in the Grant Notice. As the option becomes
exercisable for one or more installments, those installments shall accumulate, and the option shall
remain exercisable for the accumulated installments until the Expiration Date or sooner termination
of the option term under Paragraph 5 or Paragraph 6 of this Agreement. In no event shall this
option become exercisable for any additional Option Shares following Optionee’s cessation of
Service.



5. Cessation of Service. The option term specified in Paragraph 2 shall terminate
(and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the
following provisions:



(i) This option shall immediately terminate and cease to be outstanding for any
Option Shares for which it is not exercisable at the time of Optionee’s cessation of
Service.



(ii) Should Optionee cease Service for any reason other than death or permanent
disability while this option remains outstanding, then Optionee shall have a three
(3)-month period measured from the date of such cessation of Service in which to
exercise this option for any or all of the Option Shares for which this option is
exercisable at the time of such cessation of Service. In no event, however, may
this option be exercised at any time after the specified Expiration Date of the
option term. Upon the expiration of such three (3)-month period or (if earlier)
upon the specified Expiration Date of the option term, this option shall terminate
and cease to be outstanding.



(iii) Should Optionee die while in Service or within the three (3)-month period
following his or her cessation of Service, then the personal representative of
Optionee’s estate or the person or persons to whom this option is transferred
pursuant to Optionee’s will or in accordance with the laws of descent and
distribution or the person or persons to whom this option is assigned in accordance
with Paragraph 3, as the case may be, shall have the right to exercise the option
for any or all of the Option Shares for which this option is exercisable at the time
of Optionee’s cessation of Service, less any Option Shares subsequently purchased by
Optionee prior to death. Such right shall lapse, and this option shall terminate
and cease to remain outstanding, upon the earlier of (A) the expiration of
the twelve (12)-month period measured from the date of Optionee’s death or (B) the
Expiration Date.



(iv) Should Optionee become permanently disabled while holding this option and
cease Service by reason of such disability at any time during the option term, then
Optionee shall have a twelve (12) month period commencing with the date of such
cessation of Service in which to exercise this option for any or all of the Option
Shares for which this option is exercisable at the time of such cessation of
Service. In no event, however, may this option be
exercised at any time after the specified Expiration Date of the option term.
Upon the expiration of such limited period of exercisability or (if earlier) upon
the Expiration Date, this option shall terminate and cease to be outstanding.



 


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(v) Should (A) Optionee’s Service be terminated for misconduct (including, but
not limited to, any act of dishonesty, willful misconduct, fraud or embezzlement) or
(B) Optionee make any unauthorized use or disclosure of confidential information or
trade secrets of the Corporation or any parent or subsidiary, then in any such event
this option shall terminate immediately and cease to be outstanding.



(vi) During the limited period of post-Service exercisability applicable
pursuant to subparagraphs (ii) through (iv) above, this option may not be exercised
in the aggregate for more than the number of Option Shares (if any) for which this
option is, at the time of the Optionee’s cessation of Service, exercisable in
accordance with either the normal exercise provisions specified in the Grant Notice
or the special acceleration provisions of Paragraph 6 of this Agreement.



(vii) For purposes of this Agreement, the following definitional provisions
shall be in effect:



A. Optionee shall be deemed to remain in Service for so long as such individual
renders services on a periodic basis to the Corporation (or any parent or
subsidiary) in the capacity of an Employee, a non-employee member of the board of
directors or an independent consultant or advisor.



B. Optionee shall be considered to be an Employee for so long as such
individual remains in the employ of the Corporation or any parent or subsidiary,
subject to the control and direction of the employer entity not only as to the work
to be performed but also as to the manner and method of performance.



C. Optionee shall be deemed to be permanently disabled and to have incurred a
permanent disability if Optionee is unable to engage in any substantial gainful
activity by reason of any medically-determinable physical or mental impairment
expected to result in death or to be of continuous duration of twelve (12) months or
more.



D. A corporation shall be considered to be a subsidiary of the Corporation if
it is a member of an unbroken chain of corporations beginning with the Corporation,
provided each such corporation in the chain (other than the last corporation) owns,
at the time of determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other corporations
in such chain.


 


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E. A corporation shall be considered to be a parent of the Corporation if it is
a member of an unbroken chain ending with the Corporation, provided each such
corporation in the chain (other than the Corporation) owns, at the time of
determination, stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain.



6. Corporate Transaction.



A. In the event of any of the following stockholder-approved transactions to which the
Corporation is a party (a “Corporate Transaction”):



(i) a merger or consolidation in which the Corporation is not the surviving
entity and in which securities possessing more than fifty percent (50%) of the total
combined voting power of the Corporation’s outstanding securities are transferred to
person or persons other different from the persons holding those securities
immediately prior to such merger or consolidation.



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



(iii) any reverse merger in which the Corporation is the surviving entity but
in which securities possessing more than fifty percent (50%) of the total combined
voting power of the Corporation’s outstanding securities are transferred to a person
or persons different from those who held such securities immediately prior to such
merger,



this option, to the extent outstanding at such time but not otherwise fully exercisable, shall
automatically accelerate so that such option shall, immediately prior to the specified effective
date for the Corporate Transaction, become fully exercisable for all the Option Shares which are at
the time subject to such option and may be exercised for all or any portion of such shares. No
such acceleration of this option, however, shall occur if and to the extent: (i) this option is, in
connection with the Corporate Transaction, either to be assumed by the successor corporation or
parent thereof or replaced with a comparable option to purchase shares of the capital stock of the
successor corporation or parent thereof or (ii) such option is to be replaced with a cash incentive
program of the successor corporation which preserves the option spread existing at the time of the
Corporate Transaction on any Option Shares for which the option is not otherwise at that time
exercisable (the excess of the Fair Market Value of those Option Shares over the aggregate Option
Price payable for such shares) and provides for subsequent vesting and pay-out of that spread in
accordance with the same vesting schedule in effect for those Option Shares pursuant to the option
exercise schedule set forth in the Grant Notice. The determination of option comparability under
clause (i) shall be made by the Plan Administrator, and such determination shall be final, binding
and conclusive.


 


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B. The portion of this option (if any) accelerated in connection with any Corporate
Transaction shall remain exercisable as an incentive stock option under the Federal tax laws (if
the option is designated as such in the Grant Notice) only to the extent the applicable dollar
limitation of Paragraph 17 is not exceed in the calendar year of such Corporate Transaction.



C. This option, to the extent not previously exercised, shall terminate upon the consummation
of such Corporate Transaction and cease to be outstanding, unless it is expressly assumed by the
successor corporation or parent thereof or otherwise continued in effect.



D. If this option is assumed in connection with the Corporate Transaction or is otherwise to
continue outstanding, then this option shall, immediately after such Corporate Transaction, be
appropriately adjusted to apply and pertain to the number and class of securities which would have
been issued to Optionee in the consummation of such Corporate Transaction had the option been
exercised immediately prior to such Corporate Transaction. Appropriate adjustments shall also be
made to the Option Price payable per share, provided the aggregate Option Price payable
hereunder shall remain the same.



E. This Agreement shall not in any way affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise make changes in its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.



7. Adjustment in Option Shares. In the event any change is made to the Common Stock
issuable under the Plan by reason of any stock split, stock dividend, recapitalization, combination
of shares, exchange of shares spin-off transaction or other change affecting the outstanding Common
Stock as a class effected without the Corporation’s receipt of consideration or should the value of
the outstanding shares of Common Stock be substantially reduced by reason of a spin-off transaction
or extraordinary dividend or distribution, the Plan Administrator shall make equitable adjustments
to (i) the number and/or class of securities subject to this option and (ii) the Option Price
payable per share. Such adjustments by the Plan Administrator shall be final, binding and
conclusive. In the event of a Corporate Transaction, the adjustments (if any) shall be made in
accordance with the provisions of Paragraph 6.



8. Privilege of Stock Ownership. The holder of this option shall not have any of the
rights of a stockholder with respect to the Option Shares until such individual shall have
exercised the option and paid the Option Price for the purchased shares.



9. Manner of Exercising Option.



A. In order to exercise this option with respect to all or any part of the Option Shares for
which this option is at the time exercisable, Optionee (or in the case of exercise after Optionee’s
death, Optionee’s executor, administrator, heir or legatee, as the case may be) must take the
following actions:


 


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(i) Deliver to the Corporate Secretary of the Corporation an executed notice of
exercise in substantially the form of Exhibit I to this Agreement (the “Exercise
Notice”) in which there is specified the number of Option Shares which are to be
purchased under the exercised option.



(ii) Pay the aggregate Option Price for the purchased shares through one or
more of the following alternatives:



- full payment in cash or by check payable to the Corporation’s order;



- full payment in shares of Common Stock valued at Fair Market Value on the
Exercise Date (as such terms are defined below) and held for any required period
necessary to avoid a charge to the Corporation’s earnings for financial reporting
purposes,



- full payment in a combination of shares of Common Stock valued at Fair Market
Value on the Exercise Date (as such term is defined below) and held for any required
period necessary to avoid a charge to the Corporation’s reported earnings and cash
or check payable to the Corporation’s order; or



- full payment effected through a broker-dealer sale and remittance procedure
pursuant to which Optionee shall provide irrevocable instructions to (I) a brokerage
firm (reasonably satisfactory to the Corporation for purposes of administering such
procedure in compliance with the Corporation’s pre-notification/pre-clearance
policies) to effect the immediate sale of the purchased shares and remit to the
Corporation, out of the sale proceeds available on the settlement date, sufficient
funds to cover the aggregate Option Price payable for the purchased shares plus all
applicable Federal, State and local income taxes and employment taxes required to be
withheld in connection with such purchase and (II) to the Corporation to deliver the
certificates for the purchased shares directly to such brokerage firm on the
settlement date in order to complete the sale transaction.



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



B. For purposes of this Agreement, the Exercise Date shall be the date on which the executed
Exercise Notice shall have been delivered to the Corporation. Except to the extent the sale and
remittance procedure specified above is utilized in connection with the option exercise, payment of
the Option Price for the purchased shares must accompany such Exercise Notice. For all valuation
purposes under this Agreement, the Fair Market Value per share of Common Stock on any relevant date
shall be the closing selling price per share of Common
Stock on the date in question, as such price is reported by the National Association of
Securities Dealers on the Nasdaq Global Select Market. If there is no such reported price on the
date in question, then the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.



 


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C. As soon as practical after receipt of the Exercise Notice, the Corporation shall mail or
deliver to or on behalf of Optionee (or any other person or persons exercising this option in
accordance herewith) a certificate or certificates representing the purchased shares.



D. In no event may this option be exercised for any fractional shares.



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



11. Compliance with Laws and Regulations. The exercise of this option and the
issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation
and Optionee with all applicable requirements of law relating thereto and with all applicable
regulations of any stock exchange on which shares of the Corporation’s Common Stock may be listed
at the time of such exercise and issuance.



12. Successors and Assigns. Except to the extent otherwise provided in Paragraph 3 or
6, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs and legal representatives of Optionee and the successors and
assigns of the Corporation.



13. Liability of Corporation.



A. If the Option Shares covered by this Agreement exceed, as of the Date of Grant, the number
of shares which may without stockholder approval be issued under the Plan, then this option shall
be void with respect to such excess shares unless stockholder approval of an amendment sufficiently
increasing the number of shares issuable under the Plan is obtained in accordance with the
provisions of Section II of Article Five of the Plan.



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



14. Employment/Service At Will. Nothing in this Agreement or in the Plan shall confer
upon Optionee any right to continue in the Service of the Corporation (or any parent or subsidiary
employing or retaining Optionee) for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Corporation (or any such parent or subsidiary) or Optionee,
which rights are hereby expressly reserved by each party, to terminate Optionee’s Service at any
time for any reason whatsoever, with or without cause.


 


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15. Notices. Any notice required to be given or delivered to the Corporation under
the terms of this Agreement shall be in writing and addressed to the Corporation in care of the
Corporate Secretary at the Corporation’s principal offices at 3050 Zanker Road, San Jose, CA 95134.
Any notice required to be given or delivered to Optionee shall be in writing and addressed to
Optionee at the address indicated on the Grant Notice. All notices shall be deemed to have been
given or delivered upon personal delivery or upon deposit in the U.S. mail, by registered or
certified mail, postage prepaid and properly addressed to the party to be notified.



16. Construction. This Agreement and the option evidenced hereby are made and granted
pursuant to the Plan and are in all respects limited by and subject to the express terms and
provisions of the Plan. All decisions of the Plan Administrator with respect to any question or
issue arising under the Plan or this Agreement shall be conclusive and binding on all persons
having an interest in this option.



17. Additional Terms Applicable to an Incentive Stock Option. In the event this
option is designated an incentive stock option in the Grant Notice, the following terms and
conditions shall also apply to the grant:



A. This option shall cease to qualify for favorable tax treatment as an
incentive stock option under the Federal tax laws if (and to the extent) this option
is exercised for one or more Option Shares: (i) more than three (3) months after
the date Optionee ceases to be an Employee for any reason other than death or
permanent disability (as defined in Paragraph 5) or (ii) more than one (1) year
after the date Optionee ceases to be an Employee by reason of permanent disability.



B. If this option is to become exercisable in a series of installments as
indicated in the Grant Notice, no such installment shall qualify for favorable tax
treatment as an incentive stock option under the Federal tax laws if (and to the
extent) the aggregate Fair Market Value (determined at the Date of Grant) of the
Corporation’s Common Stock for which such installment first becomes exercisable
hereunder will, when added to the aggregate fair market value (determined as of the
respective date or dates of grant) of the Common Stock or other securities for which
this option or one or more other incentive stock options granted to Optionee prior
to the Date of Grant (whether under the Plan or any other option plan of the
Corporation or any parent or subsidiary) first become exercisable during the same
calendar year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate.
Should the number of shares of Common Stock for which this option first becomes
exercisable in any calendar year exceed the applicable One Hundred Thousand Dollar
($100,000) limitation, the option may nevertheless be exercised for those excess
 shares in such calendar year as a non-statutory option.


 


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C. Should the exercisability of this option be accelerated upon a Corporate
Transaction in accordance with Paragraph 6, then this option shall qualify for
favorable tax treatment as an incentive stock option under the Federal tax laws only
to the extent the aggregate Fair Market Value (determined at the Date of Grant) of
the Corporation’s Common Stock for which this option first becomes exercisable in
the calendar year in which the Corporate Transaction occurs does not, when added to
the aggregate fair market value (determined as of the respective date or dates of
grant) of the Common Stock or other securities for which this option or one or more
other incentive stock options granted to Optionee prior to the Date of Grant
(whether under the Plan or any other option plan of the Corporation or any parent or
subsidiary) first become exercisable during the same calendar year, exceed One
Hundred Thousand Dollars ($100,000) in the aggregate. Should the number of shares
of Common Stock for which this option first becomes exercisable in the calendar year
of such Corporate Transaction exceed the applicable One Hundred Thousand Dollar
($100,000) limitation, the option may nevertheless be exercised for the excess
 shares in such calendar year as a non-statutory option.



D. Should the Optionee hold, in addition to this option, one or more other
options to purchase Common Stock which become exercisable for the first time in the
same calendar year as this option, then the foregoing limitations on the
exercisability of such options as incentive stock options under the Federal tax laws
shall be applied on the basis of the order in which such options are granted, except
to the extent otherwise required under applicable law or regulation.



E. To the extent this option should fail to qualify as an incentive stock
option under the Federal tax laws, Optionee will recognize compensation income in
connection with the acquisition of one or more Option Shares hereunder, and Optionee
must make appropriate arrangements for the satisfaction of all Federal, State or
local income and employment tax withholding requirements applicable to such
compensation income.



18. Additional Terms Applicable to a Non-Statutory Stock Option. In the event this
option is designated a non-statutory stock option in the Grant Notice, Optionee shall make
appropriate arrangements with the Corporation or any parent or subsidiary employing Optionee for
the satisfaction of all Federal, State or local income tax and employment tax withholding
requirements applicable to the exercise of this option.



19. Leave of Absence. The following provisions shall apply upon the Optionee’s
commencement of an authorized leave of absence:



(i) The exercise schedule in effect under the Grant Notice shall be frozen as
of the first day of the authorized leave, and this option shall not become
exercisable for any additional installments of the Option Shares during the period
Optionee remains on such leave.


 


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(ii) Should Optionee resume active Employee status within thirty (30) days
after the start date of the authorized leave, Optionee shall, for purposes of the
exercise schedule set forth in the Grant Notice, receive Service credit for the
entire period of such leave. If Optionee does not resume active Employee status
within such thirty (30)-day period, then no Service credit shall be given for the
period of such leave.



(iii) If the option is designated as an Incentive Option in the Grant Notice,
then the following additional provision shall apply:



If the leave of absence continues for more than three (3) months, then
this option shall automatically convert to a Non-Statutory Option under the
Federal tax laws at the end of the three (3) month measured from the day
immediately following the expiration of the first three (3) months of such
leave, unless the Optionee is provided, either by statute or by written
contract, with the right to return to Employee status following the
expiration of such leave. Following any such conversion of the option, all
subsequent exercises of such option, whether effected before or after
Optionee’s return to active Employee status, shall result in an immediate
taxable event, and the Corporation shall be required to collect from
Optionee the Federal, state and local income and employment withholding
taxes applicable to such exercise.



(iv) In no event shall this option become exercisable for any additional Option
Shares or otherwise remain outstanding if Optionee does not resume Employee status
prior to the Expiration Date of the option term.



 


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EXHIBIT I




NOTICE OF EXERCISE OF STOCK OPTION




I hereby notify Ultratech, Inc. (the “Corporation”) that I elect to purchase
 _____ 
shares
of the Corporation’s Common Stock (the “Purchased Shares”) at the option exercise price
of $_____ per share (the “Option Price”) pursuant to that certain option (the “Option”) granted to me
under the Corporation’s 1993 Stock Option/Stock Issuance Plan on
 _____,
 _____.



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


__________, 20___

Date




	 	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	Optionee
	 
	 	 	 	 
	 

	 	Address:
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	Print name in exact manner it is to appear on the stock certificate:
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	Address to which certificate is to be sent, if different from address above: