Exhibit 4.3

                            NANOMETRICS INCORPORATED

                         2000 DIRECTOR STOCK OPTION PLAN

         1.       Purpose of the Plan. The purposes of this 2000 Director Option
Plan are to attract and retain the best available  personnel to serve as Outside
Directors  of the  Company,  to provide  additional  incentives  to the  Outside
Directors of the Company to serve as Directors, and to encourage their continued
service on the Board.

                  All options granted  hereunder shall be  "non-statutory  stock
options".

         2.       Definitions.  As used herein, the following  definitions shall
apply:

                  (a) "Board" means the Board of Directors of the Company.

                  (b)  "Code"  means  the  Internal  Revenue  Code of  1986,  as
amended.

                  (c) "Common Stock" means the Common Stock of the Company.

                  (d) "Company"  means  Nanometrics  Incorporated,  a California
corporation.

                  (e) "Continuous Status as a Director" means the absence of any
interruption or termination of service as a Director.

                  (f) "Director" means a member of the Board.

                  (g)  "Employee"  means  any  person,  including  officers  and
Directors,  employed by the Company or any Parent or  Subsidiary of the Company.
The payment of a Director's fee by the Company shall not be sufficient in and of
itself to constitute "employment" by the Company.

                  (h) "Exchange Act" means the Securities  Exchange Act of 1934,
as amended.

                  (i) "Fair Market  Value" means,  as of any date,  the value of
Common Stock determined as follows:

                           (i) If the Common Stock is listed on any  established
stock exchange or a national  market system,  including  without  limitation the
National Market System of the National  Association of Securities Dealers,  Inc.
Automated  Quotation  ("NASDAQ")  System,  the Fair  Market  Value of a Share of
Common  Stock  shall be the  closing  sales price for such stock (or the closing
bid, if no sales were  reported)  as quoted on such  system or exchange  (or the
exchange with the greatest volume of trading in Common Stock) on the last market
trading  day prior to the day of  determination,  as reported in the Wall Street
Journal or such other source as the Board deems reliable;

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                           (ii) If the  Common  Stock is  quoted  on the  NASDAQ
System (but not on the National Market System thereof) or regularly  quoted by a
recognized  securities  dealer but  selling  prices are not  reported,  the Fair
Market  Value of a Share of Common  Stock shall be the mean between the high bid
and low asked prices for the Common  Stock on the last market  trading day prior
to the day of  determination,  as reported  in the Wall  Street  Journal or such
other  source  as the Board  deems  reliable,  or;

                           (iii) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Board.

                  (j)  "Option"  means a stock  option  granted  pursuant to the
Plan.

                  (k)  "Optioned  Stock"  means the Common  Stock  subject to an
Option.

                  (l)  "Optionee"  means an Outside  Director  who  receives  an
Option.

                  (m)  "Outside  Director"  means  a  Director  who  is  not  an
Employee,  or who is not the beneficial  owner of more than 50% of the Company's
outstanding  stock.

                  (n)  "Parent"  means a "parent  corporation",  whether  now or
hereafter  existing,  as defined in Section 424(e) of the Code.

                  (o) "Plan" means this 2000 Director  Option Plan.

                  (p) "Share" means a share of the Common Stock,  as adjusted in
accordance  with Section 10 of the Plan.

                  (q) "Subsidiary" means a "subsidiary corporation", whether now
or  hereafter  existing,  as  defined in  Section  424(f) of the Code.

         3.       Stock  Subject  to the  Plan.  Subject  to the  provisions  of
Section 10 of the Plan,  the  maximum  aggregate  number of Shares  which may be
optioned and sold under the Plan is two hundred fifty thousand  (250,000) Shares
(the "Pool") of Common  Stock.  The Shares may be authorized  but  unissued,  or
reacquired Common Stock.

                  If an Option  should  expire or become  unexercisable  for any
reason without having been exercised in full, the  unpurchased  Shares that were
subject  thereto  shall,  unless  the Plan shall  have been  terminated,  become
available  for future  grant under the Plan  (unless  the Plan has  terminated).
Shares that have  actually  been issued  under the Plan shall not be returned to
the Plan and shall not become available for future distribution under the Plan.

         4.       Administration of and Grants of Options under the Plan.

                  (a) Procedure for Grants. Except as otherwise required herein,
the Plan shall be  administered  by the Board.  All grants of options to Outside
Directors under this Plan shall be automatic and  non-discretionary and shall be
made strictly in accordance with the following provisions:

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<PAGE>

                           (i) No person  shall  have any  discretion  to select
which Outside  Directors  shall be granted Options or to determine the number of
shares to be covered by Options granted to Outside Directors; provided, however,
that nothing in this Plan shall be construed to prevent an Outside Director from
declining to receive an Option under this Plan.

                           (ii) Each  Outside  Director  shall be  automatically
granted an Option to purchase ten thousand  (10,000) Shares on the date on which
such  person  first  becomes  a  Director,   whether  through  election  by  the
shareholders of the Company or appointment by the Board to fill a vacancy;

                           (iii) On  January 1 of each year  during  the term of
this  Plan,  each  Outside  Director  shall  automatically  receive an Option to
purchase  ten  thousand  (10,000)  Shares,  provided  that he or she has been an
Outside Director for at least six (6) months on such date;

                           (iv) The terms of an Option granted  pursuant to this
Section shall be as follows:

                                    (A) the term of the Option shall be five (5)
years;

                                    (B) except as provided in Section 10 of this
Plan, the Option shall be exercisable  only while the Outside Director remains a
director;

                                    (C) the  exercise  price per share of Common
Stock shall be 100% of the Fair Market Value on the date of grant of the Option;

                                    (D) the Option shall become  exercisable  in
installments  cumulatively with respect to thirty-three and one-third  (33-1/3%)
of the Optioned  Stock one year after the date of grant and as to an  additional
thirty-three and one-third (33-1/3%) of the Optioned Stock each year thereafter,
so that one hundred  percent  (100%) of the Optioned  Stock shall be exercisable
three years after the date of grant;  provided,  however, that in no event shall
any Option be exercisable prior to obtaining shareholder approval of the Plan.

                           (v) In the event  that any Option  granted  under the
Plan would cause the number of Shares  subject to  outstanding  Options plus the
number of Shares  previously  purchased  upon  exercise of Options to exceed the
Pool,  then  each  such  automatic  grant  shall be for that  number  of  Shares
determined by dividing the total number of Shares remaining  available for grant
by the number of Outside  Directors  on the  automatic  grant  date.  No further
grants  shall be made until such  time,  if any,  as  additional  Shares  become
available  for  grant  under the Plan  through  action  of the  shareholders  to
increase  the  number of Shares  which may be issued  under the Plan or  through
cancellation or expiration of Options previously granted hereunder.

                  (b)  Powers  of  the  Board.  Subject  to the  provisions  and
restrictions of the Plan, the Board shall have the authority, in its discretion:
(i) to determine,  upon review of relevant  information  and in accordance  with
Section  2(i) of the Plan,  the Fair Market Value of the Common  Stock;  (ii) to
interpret the Plan; (iii) to prescribe,  amend and rescind rules and regulations
relating to the Plan;  (iv) to authorize  any person to execute on behalf of the
Company any instrument  required

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<PAGE>

to effectuate the grant of an Option previously  granted  hereunder;  and (v) to
make  all  other   determinations   deemed   necessary  or  advisable   for  the
administration  of the Plan.

                  (c) Effect of Board's Decision. All decisions,  determinations
and interpretations of the Board shall be final.

         5.       Eligibility. Options may be granted only to Outside Directors.
All Options  shall be  automatically  granted in  accordance  with the terms set
forth in Section 4(b) hereof. An Outside Director who has been granted an Option
may, if he is otherwise eligible,  be granted an additional Option or Options in
accordance with such provisions.

                  The Plan shall not  confer  upon any  Optionee  any right with
respect to  continuation  of service as a Director or  nomination  to serve as a
Director,  nor shall it  interfere in any way with any rights which the Director
or the Company may have to terminate his directorship at any time.

         6.       Term of Plan. The Plan shall become effective upon the earlier
to occur of its adoption by the Board or its approval by the shareholders of the
Company as described in Section 16 of the Plan. It shall  continue in effect for
a term of ten (10) years unless sooner terminated under Section 11 of the Plan.

         7.       Exercise Price and Consideration.

                  (a) Exercise Price.  The per Share exercise price for Optioned
Stock shall be 100% of the Fair  Market  Value per Share on the date of grant of
the Option.

                  (b) Form of  Consideration.  The  consideration to be paid for
the Shares to be issued  upon  exercise  of an Option,  including  the method of
payment,  shall be determined by the Board and may consist entirely of (i) cash,
(ii) check,  (iii)  promissory  note, (iv) other shares which have a Fair Market
Value on the date of  surrender  equal to the  aggregate  exercise  price of the
Shares as to which said  Option  shall be  exercised  and which,  in the case of
Shares acquired upon exercise of an option,  have been owned by the Optionee for
more  than  twelve  (12)  months on the date of  surrender,  (v)  delivery  of a
properly  executed  exercise notice together with irrevocable  instructions to a
broker to promptly  deliver to the  Company the amount of sale or loan  proceeds
required to pay the exercise price, (vi) delivery of an irrevocable subscription
agreement  for the Shares which  irrevocably  obligates the Optionee to take and
pay for the Shares not more than twelve  (12) months  after the date of delivery
of the subscription agreement, (vii) any combination of the foregoing methods of
payment,  or (viii)  such other  consideration  and  method of  payment  for the
issuance of Shares to the extent permitted under applicable law.

         8.       Exercise of Option.

                  (a)  Procedure  for  Exercise;  Rights as a  Shareholder.  Any
Option granted  hereunder shall be exercisable at such times as are set forth in
Section 4 hereof; provided,  however, that no Options shall be exercisable until
shareholder  approval of the Plan in accordance  with Section 16 hereof has been
obtained.

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<PAGE>

                           An Option may not be  exercised  for a fraction  of a
Share.

                           An  Option  shall  be  deemed  to be  exercised  when
written notice of such exercise has been given to the Company in accordance with
the terms of the Option by the person  entitled to exercise  the Option and full
payment for the Shares with  respect to which the Option is  exercised  has been
received by the  Company.  Full  payment may  consist of any  consideration  and
method of payment  allowable under Section 7(b) of the Plan.  Until the issuance
(as evidenced by the appropriate  entry on the books of the Company or of a duly
authorized  transfer agent of the Company) of the stock  certificate  evidencing
such  Shares,  no right to vote or receive  dividends  or any other  rights as a
shareholder shall exist with respect to the Optioned Stock,  notwithstanding the
exercise of the Option. A share certificate for the number of Shares so acquired
shall be issued to the  Optionee as soon as  practicable  after  exercise of the
Option.  No adjustment  will be made for a dividend or other right for which the
record  date is prior to the date the stock  certificate  is  issued,  except as
provided in Section 10 of the Plan.

                           Exercise of an Option in any manner shall result in a
decrease  in the number of Shares that  thereafter  may be  available,  both for
purposes of the Plan and for sale under the  Option,  by the number of Shares as
to which the Option is exercised.

                  (b)  Termination  of Continuous  Status as a Director.  In the
event an Optionee's  Continuous Status as a Director terminates (other than upon
the  Optionee's  death or total and permanent  disability (as defined in Section
22(e)(3) of the Code)),  the Optionee  may exercise his or her Option,  but only
within  three  (3)  months  from the date of such  termination,  and only to the
extent  that  the  Optionee  was  entitled  to  exercise  it at the date of such
termination  (but in no event  later  than the  expiration  of its five (5) year
term). To the extent that the Optionee was not entitled to exercise an Option at
the date of such  termination,  and to the  extent  that the  Optionee  does not
exercise  such  Option (to the extent  otherwise  so  entitled)  within the time
specified herein, the Option shall terminate.

                  (c) Disability of Optionee. In the event Optionee's Continuous
Status as a Director  terminates as a result of total and  permanent  disability
(as defined in Section  22(e)(3) of the Code),  the Optionee may exercise his or
her  Option,  but  only  within  twelve  (12)  months  from  the  date  of  such
termination,  and only to the extent that the  Optionee was entitled to exercise
it at the date of such termination (but in no event later than the expiration of
its five (5) year term).  To the extent that the  Optionee  was not  entitled to
exercise an Option at the date of termination, or if he or she does not exercise
such Option (to the extent  otherwise  so  entitled)  within the time  specified
herein, the Option shall terminate.

                  (d) Death of Optionee.  In the event of an  Optionee's  death,
the Optionee's  estate or a person who acquired the right to exercise the Option
by bequest or inheritance  may exercise the Option,  but only within twelve (12)
months following the date of death, and only to the extent that the Optionee was
entitled  to  exercise  it at the date of death (but in no event  later than the
expiration  of its five (5) year term).  To the extent that the Optionee was not
entitled to exercise an Option at the date of death,  and to the extent that the
Optionee's  estate or a person who  acquired  the right to

                                       -5-
<PAGE>

exercise such Option does not exercise  such Option (to the extent  otherwise so
entitled) within the time specified herein, the Option shall terminate.

         9.       Non-Transferability  of  Options.  The Option may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent  or  distribution  and may be  exercised,
during the lifetime of the Optionee, only by the Optionee.

         10.      Adjustments.

                  (a) Changes in Capitalization.  In the event that the stock of
the  Company is  changed  by reason of any stock  split,  reverse  stock  split,
recapitalization,  or other change in the capital  structure of the Company,  or
converted  into or  exchanged  for other  securities  as a result of any merger,
consolidation or reorganization,  or in the event that the outstanding number of
shares of stock of the Company is increased through payment of a stock dividend,
appropriate  proportionate  adjustments shall be made in the number and class of
shares of stock subject to the Plan,  the number and class of shares  subject to
the Plan, the number and class of share subject to any Option  outstanding under
the Plan,  and the  exercise  price of any such  outstanding  Option;  provided,
however,  that the Company shall not be required to issue fractional shares as a
result of any such  adjustment.  Any such adjustment shall be made upon approval
by the Board,  whose  determination  shall be conclusive.  If there is any other
change in the number or type of the outstanding  shares of stock of the Company,
or of any other  security  into which such stock shall have been  changed or for
which it shall  have been  exchanged,  and if the  Board in its sole  discretion
determines that such change equitably requires an adjustment in the Options then
outstanding under the Plan, such adjustment shall be made in accordance with the
determination  of the Board.  No adjustments  shall be required by reason of the
issuance or sale by the Company for cash or other  consideration  of  additional
shares of its stock or securities convertible into or exchangeable for shares of
its stock.

                  (b) Dissolution or  Liquidation.  In the event of the proposed
dissolution or liquidation of the Company,  to the extent that an Option has not
been  previously  exercised,   it  shall  terminate  immediately  prior  to  the
consummation of such proposed action.

                  (c)  Merger  or Asset  Sale.  In the  event of a merger of the
Company with or into another  corporation which does not constitute a "Change of
Control"  (as defined in Section  (e)) or the sale of  substantially  all of the
assets of the Company,  outstanding Options may be assumed or equivalent options
may be  substituted  by the  successor  corporation  or a Parent  or  Subsidiary
thereof (the  "Successor  Corporation").  If an Option is assumed or substituted
for,  the Option or  equivalent  option  shall  continue  to be  exercisable  as
provided in Section 4 hereof for so long as the Optionee serves as a Director or
a director of the Successor  Corporation.  If the Successor Corporation does not
assume an  outstanding  Option or substitute  for it an equivalent  option,  the
Option shall become  fully  vested and  exercisable,  including as to Shares for
which it would not  otherwise  be  exercisable.  In such  event the Board  shall
notify the Optionee that the Option shall be fully  exercisable  for a period of
fifteen (15) days from the date of such notice,  and upon the expiration of such
period the Option shall terminate.

                  For the  purposes of this  Section  10(c),  an Option shall be
considered  assumed  if,  following  the  merger or sale of  assets,  the Option
confers  the right to purchase  or  receive,  for each

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<PAGE>

Share of Optioned Stock subject to the Option immediately prior to the merger or
sale of assets,  the consideration  (whether stock, cash, or other securities or
property)  received  in the merger or sale of assets by holders of Common  Stock
for each Share held on the  effective  date of the  transaction  (and if holders
were offered a choice of consideration,  the type of consideration chosen by the
holders of a majority of the outstanding Shares). If such consideration received
in the  merger or sale of assets is not  solely  common  stock of the  successor
corporation  or its  Parent,  the  Administrator  may,  with the  consent of the
successor  corporation,  provide for the  consideration  to be received upon the
exercise of the Option,  for each Share of Optioned Stock subject to the Option,
to be solely  common stock of the successor  corporation  or its Parent equal in
fair market value to the per share  consideration  received by holders of Common
Stock in the merger or sale of assets.

                  (d) Vesting Acceleration on Change of Control. In the event of
a "Change of Control," all of the Optionee's  rights to purchase stock under all
option  agreements with the Company  pursuant to the Plan shall be automatically
vested in their entirety on an accelerated basis and be fully  exercisable:

                           (i) as of the date immediately preceding such "Change
of Control" in the event any such option  agreement is or will be  terminated or
canceled  (except by mutual  consent) or any  successor to the Company  fails to
assume and agree to perform all such option agreements; or

                           (ii)  as  of  the  date  immediately  preceding  such
"Change of Control" in the event the Optionee  does not or will not receive upon
exercise of the Optionee's stock purchase rights under any such option agreement
the same identical  securities and/or other  consideration as is received by all
other  shareholders  in any  merger,  consolidation,  sale,  exchange or similar
transaction occurring upon or after such "Change of Control"; or

                           (iii) as of the date Optionee's  status as a Director
or director of the Successor  Corporation,  as applicable,  is terminated  other
than upon a voluntary  resignation  by the Optionee  occurring upon or after any
such "Change of Control";

whichever shall first occur (all quoted terms as defined below).

                  (e)  Change  of  Control.   "Change  of  Control"   means  the
occurrence of any of the following events:


                           (i) Any  "person"  (as such term is used in  Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), or group of
"persons" acting in concert, is or 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; or

                           (ii) A  change  in the  composition  of the  Board of
Directors  of the  Company 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  hereof,  or (B) are
elected,  or  nominated  for  election,  to the  Board  of  Directors  with  the
affirmative  votes  (either  by a  specific  vote or by  approval  of the  proxy
statement of the Company in which such person is

                                       -7-
<PAGE>

named  as a  nominee  for  election  as a  director  without  objection  to such
nomination) of at least three-quarters 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 of the Company); or

                           (iii)  The  shareholders  of the  Company  approve  a
merger or consolidation of the Company with any other corporation,  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 such surviving entity's parent) at least fifty percent (50%)
of the total voting power represented by the voting securities of the Company or
such surviving entity or such surviving entity's parent outstanding  immediately
after such merger or consolidation, or the shareholders of the Company approve a
plan of  complete  liquidation  of the Company or an  agreement  for the sale or
disposition by the Company of all or substantially all the Company's assets.

         11.      Amendment and Termination of the Plan.

                  (a)  Amendment  and  Termination.  The  Board  may at any time
amend, alter,  suspend,  or discontinue the Plan, but no amendment,  alteration,
suspension,  or  discontinuation  shall be made which would impair the rights of
any Optionee under any grant  theretofore made,  without his or her consent.  In
addition,  to the extent necessary and desirable to comply with Rule 16b-3 under
the Exchange Act (or any other applicable law or regulation),  the Company shall
obtain shareholder approval of any Plan amendment in such a manner and to such a
degree as required.

                  (b) Effect of Amendment or Termination.  Any such amendment or
termination  of the Plan  shall not  affect  Options  already  granted  and such
Options  shall  remain  in full  force  and  effect as if this Plan had not been
amended or terminated.

         12.      Time of  Granting  Options.  The date of  grant  of an  Option
shall, for all purposes,  be the date determined in accordance with Section 4(b)
hereof.  Notice of the determination  shall be given to each Outside Director to
whom an Option is so  granted  within a  reasonable  time after the date of such
grant.

         13.      Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance  and  delivery of such Shares  pursuant  thereto  shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933,  as amended,  the  Exchange  Act,  the rules and  regulations  promulgated
thereunder,  state  securities  laws, and the requirements of any stock exchange
upon which the Shares  may then be listed,  and shall be further  subject to the
approval of counsel for the Company with respect to such compliance.

                  As a condition to the  exercise of an Option,  the Company may
require the person  exercising  such Option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and
without any present  intention to sell or  distribute  such

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<PAGE>

Shares, if, in the opinion of counsel for the Company,  such a representation is
required by any of the aforementioned relevant provisions of law.

                  Inability  of  the  Company  to  obtain   authority  from  any
regulatory body having jurisdiction,  which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell  such  Shares  as to which  such  requisite  authority  shall not have been
obtained.

         14.      Reservation  of Shares.  The Company,  during the term of this
Plan,  will at all times  reserve  and keep  available  such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.

         15.      Option Agreement. Options shall be evidenced by written option
agreements in such form as the Board shall approve.

         16.      Shareholder Approval. Continuance of the Plan shall be subject
to approval by the  shareholders  of the Company at or prior to the first annual
meeting of shareholders  held subsequent to the granting of an Option hereunder.
Such  shareholder  approval shall be obtained in the degree and manner  required
under applicable state and federal law.

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<PAGE>


                            NANOMETRICS INCORPORATED

                         2000 DIRECTOR STOCK OPTION PLAN

                         DIRECTOR STOCK OPTION AGREEMENT

         Nanometrics   Incorporated,    (the   "Company"),    has   granted   to
___________________  (the  "Optionee"),  an  option to  purchase  a total of ten
thousand  (10,000) shares of the Company's Common Stock (the "Optioned  Stock"),
at the price determined as provided  herein,  and in all respects subject to the
terms,  definitions  and  provisions of the Company's 2000 Director Stock Option
Plan  (the  "Plan")  adopted  by the  Company  which is  incorporated  herein by
reference.  The terms  defined in the Plan shall have the same defined  meanings
herein.

         1. Nature of the Option.  This Option is a  nonstatutory  option and is
not intended to qualify for any special tax benefits to the Optionee.

         2.  Exercise  Price.  The exercise  price is $_______ for each share of
Common Stock.

         3. Exercise of Option. This Option shall be exercisable during its term
in accordance with the provisions of Section 8 of the Plan as follows:

                  (i) Right to Exercise.

                           (a)  This  Option   shall   become   exercisable   in
installments  cumulatively  with respect to  thirty-three  percent  (33%) of the
Optioned  Stock  one year  after  the  date of  grant,  and as to an  additional
thirty-three percent (33%) of the Optioned Stock on each anniversary of the date
of grant,  so that one hundred  percent  (100%) of the  Optioned  Stock shall be
exercisable three (3) years after the date of grant; provided,  however, that in
no event shall any Option be exercisable  prior to the date the  shareholders of
the Company approve the Plan.

                           (b) This Option may not be  exercised  for a fraction
of a share.

                           (c) In the event of Optionee's  death,  disability or
other termination of service as a Director,  the exercisability of the Option is
governed by Section 8 of the Plan.

                  (ii) Method of Exercise.  This Option shall be  exercisable by
written  notice  which shall state the  election to exercise  the Option and the
number of Shares in respect of which the Option is being exercised. Such written
notice,  in the form  attached  hereto  as  Exhibit  A,  shall be  signed by the
Optionee and shall be delivered in person or by certified  mail to the Secretary
of the  Company.  The  written  notice  shall be  accompanied  by payment of the
exercise price.

         4.       Method of Payment.  Payment of the exercise  price shall be by
any of the following, or a combination thereof, at the election of the Optionee:

                  (i) cash;

                  (ii) check; or
<PAGE>
                  (iii) promissory note: or

                  (iv) surrender of other shares which (x) in the case of Shares
acquired  upon  exercise of an Option,  have been owned by the Optionee for more
than  twelve (12)  months on the date of  surrender,  and (y) have a Fair Market
Value on the date of  surrender  equal to the  aggregate  exercise  price of the
Shares as to which said Option shall be exercised; or

                  (v) delivery of a properly  executed  exercise notice together
with such other  documentation  as the Company and the  broker,  if  applicable,
shall require to effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the exercise price; or

                  (vi) delivery of an irrevocable subscription agreement for the
Shares which  irrevocably  obligates the Optionee to take and pay for the Shares
not more than twelve (12) months after the date of delivery of the  subscription
agreement; or

                  (vii) any combination of the foregoing methods of payment; or

                  (viii) such other  consideration and method of payment for the
issuance of Shares to the extent permitted under applicable law.

         5.       Restrictions on Exercise.  This Option may not be exercised if
the  issuance  of such  Shares  upon such  exercise  or the method of payment of
consideration  for such shares would  constitute  a violation of any  applicable
federal or state  securities  or other law or  regulations,  or if such issuance
would not comply  with the  requirements  of any stock  exchange  upon which the
Shares may then be listed.  As a condition to the  exercise of this Option,  the
Company may  require  Optionee to make any  representation  and  warranty to the
Company as may be required by any applicable law or regulation.

         6.       Non-Transferability   of  Option.   This  Option  may  not  be
transferred  in any manner  otherwise  than by will or by the laws of descent or
distribution  and may be exercised  during the lifetime of Optionee  only by the
Optionee.  The  terms of this  Option  shall  be  binding  upon  the  executors,
administrators, heirs, successors and assigns of the Optionee.

         7.       Term of Option. This Option may not be exercised more than ten
(10) years from the date of grant of this Option,  and may be  exercised  during
such period only in  accordance  with the Plan and the terms of this Option.

         8.       Taxation Upon Exercise of Option.  Optionee  understands that,
upon exercise of this Option,  he or she will recognize  income for tax purposes
in an amount  equal to the  excess of the then Fair  Market  Value of the Shares
purchased  over the exercise  price paid for such Shares.  Since the Optionee is
subject to Section  16(b) of the  Securities  Exchange Act of 1934,  as amended,
under certain  limited  circumstances  the measurement and timing of such income
(and the  commencement of any capital gain holding period) may be deferred,  and
the Optionee is advised to contact a tax advisor  concerning the  application of
Section  83 in  general  and  the  availability  a  Section  83(b)  election  in
particular in connection with the exercise of the Option.  Upon a resale of such
Shares by the  Optionee,  any  difference  between  the sale  price and the Fair
Market Value of the Shares on the

                                       -2-
<PAGE>

date of  exercise  of the  Option,  to the  extent  not  included  in  income as
described above, will be treated as capital gain or loss.

         DATE OF GRANT:  ______________

                                          Nanometrics Incorporated,
                                          a California corporation


                                          By:
                                              __________________________________

         Optionee acknowledges receipt of a copy of the Plan, a copy of which is
attached  hereto,  and represents  that he or she is familiar with the terms and
provisions  thereof,  and hereby accepts this Option subject to all of the terms
and provisions thereof. Optionee hereby agrees to accept as binding,  conclusive
and final all  decisions  or  interpretations  of the Board  upon any  questions
arising under the Plan.

         Dated: _________________

                                          ______________________________________
                                          Optionee

                                       -3-
<PAGE>

                                    EXHIBIT A

                      DIRECTOR STOCK OPTION EXERCISE NOTICE

Nanometrics Incorporated
[Address]

         Attention:  Corporate Secretary

         1. Exercise of Option.  The undersigned  ("Optionee")  hereby elects to
exercise  Optionee's  option to purchase  ______ shares of the Common Stock (the
"Shares") of Nanometrics  Incorporated (the "Company") under and pursuant to the
Company's  2000 Director  Option Plan and the Director  Option  Agreement  dated
_______________ (the "Agreement").

         2. Representations of Optionee. Optionee acknowledges that Optionee has
received, read and understood the Agreement.

         3. Federal  Restrictions  on Transfer.  Optionee  understands  that the
Shares must be held indefinitely unless they are registered under the Securities
Act of 1933,  as amended  (the "1933  Act"),  or unless an  exemption  from such
registration is available,  and that the certificate(s)  representing the Shares
may bear a legend to that effect. Optionee understands that the Company is under
no  obligation to register the Shares and that an exemption may not be available
or may not permit  Optionee  to  transfer  Shares in the amounts or at the times
proposed by Optionee.

         4. Tax  Consequences.  Optionee  understands  that  Optionee may suffer
adverse tax  consequences  as a result of Optionee's  purchase or disposition of
the  Shares.  Optionee  represents  that  Optionee  has  consulted  with any tax
consultant(s)  Optionee  deems  advisable  in  connection  with the  purchase or
disposition  of the Shares and that  Optionee  is not relying on the Company for
any tax advice.

         5. Delivery of Payment.  Optionee  herewith delivers to the Company the
aggregate  purchase  price for the Shares that  Optionee has elected to purchase
and has made provision for the payment of any federal or state withholding taxes
required to be paid or withheld by the Company.

         6. Entire Agreement. The Agreement is incorporated herein by reference.
This Exercise  Notice and the Agreement  constitute the entire  agreement of the
parties and supersede in their entirety all prior undertakings and agreements of
the Company and Optionee with respect to the

<PAGE>


subject  matter hereof.  This Exercise  Notice and the Agreement are governed by
California law except for that body of law pertaining to conflict of laws.

         Submitted by:                               Accepted by:

         OPTIONEE:                                   NANOMETRICS INCORPORATED


         By:                                By:
             ---------------------------        -------------------------------

                                            Its:
                                                 ------------------------------

         Address:



         Dated:                             Dated:
                ------------------------           ----------------------------


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