Exhibit 4.2

                            NANOMETRICS INCORPORATED

                         2000 EMPLOYEE STOCK OPTION PLAN

         1.       Purposes  of the Plan.  The  purposes  of this 2000 Stock Plan
are:

                  o        to attract  and retain the best  available  personnel
                           for positions of substantial responsibility,

                  o        to  provide   additional   incentive  to   Employees,
                           Directors and Consultants, and

                  o        to promote the success of the Company's business.

                  Options  granted under the Plan may be Incentive Stock Options
or Nonstatutory Stock Options, as determined by the Administrator at the time of
grant. Stock Purchase Rights may also be granted under the Plan.

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

                  (a)  "Administrator"  means the Board or any of its Committees
as shall be administering the Plan, in accordance with Section 4 of the Plan.

                  (b) "Applicable  Laws" means the requirements  relating to the
administration  of stock option  plans under U. S. state  corporate  laws,  U.S.
federal and state  securities  laws,  the Code,  any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable  laws of
any foreign country or jurisdiction  where Options or Stock Purchase Rights are,
or will be, granted under the Plan.

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

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

                  (e)  "Committee"  means a committee of Directors  appointed by
the Board in accordance with Section 4 of the Plan.

                  (f) "Common Stock" means the common stock of the Company.

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

                  (h)  "Consultant"  means any  person,  including  an  advisor,
engaged by the  Company or a Parent or  Subsidiary  to render  services  to such
entity.

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

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                  (j)  "Disability"  means  total and  permanent  disability  as
defined  in Section  22(e)(3)  of the Code.

                  (k)  "Employee"  means  any  person,  including  Officers  and
Directors, employed by the Company or any Parent or Subsidiary of the Company. A
Service  Provider shall not cease to be an Employee in the case of (i) any leave
of absence  approved by the Company or (ii) transfers  between  locations of the
Company or between the Company,  its Parent,  any Subsidiary,  or any successor.
For purposes of Incentive  Stock Options,  no such leave may exceed ninety days,
unless  reemployment  upon  expiration of such leave is guaranteed by statute or
contract.  If reemployment upon expiration of a leave of absence approved by the
Company is not so guaranteed, on the 181st day of such leave any Incentive Stock
Option  held by the  Optionee  shall cease to be treated as an  Incentive  Stock
Option and shall be treated for tax  purposes as a  Nonstatutory  Stock  Option.
Neither  service as a Director  nor payment of a  director's  fee by the Company
shall be sufficient to constitute "employment" by the Company.

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

                  (m) "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
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market,
its Fair Market  Value  shall be the closing  sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the last market trading day prior to the time of  determination,  as reported in
The  Wall  Street  Journal  or such  other  source  as the  Administrator  deems
reliable;

                           (ii) If the  Common  Stock is  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 Administrator deems reliable; or

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

                  (n)  "Incentive  Stock  Option"  means an Option  intended  to
qualify as an incentive  stock  option  within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.

                  (o)  "Nonstatutory  Stock Option" means an Option not intended
to qualify as an Incentive Stock Option.

                  (p)  "Notice of Grant"  means a written or  electronic  notice
evidencing  certain  terms  and  conditions  of an  individual  Option  or Stock
Purchase Right grant. The Notice of Grant is part of the Option Agreement.

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                  (q) "Officer"  means a person who is an officer of the Company
within  the  meaning  of  Section  16 of the  Exchange  Act  and the  rules  and
regulations promulgated thereunder.

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

                  (s) "Option  Agreement" means an agreement between the Company
and an Optionee  evidencing  the terms and  conditions of an  individual  Option
grant. The Option Agreement is subject to the terms and conditions of the Plan.

                  (t)  "Option   Exchange   Program"  means  a  program  whereby
outstanding  Options  are  surrendered  in  exchange  for  Options  with a lower
exercise price.

                  (u)  "Optioned  Stock"  means the Common  Stock  subject to an
Option or Stock Purchase Right.

                  (v) "Optionee"  means the holder of an  outstanding  Option or
Stock Purchase Right granted under the Plan.

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

                  (x) "Plan" means this 2000 Stock Plan.

                  (y)  "Restricted  Stock" means shares of Common Stock acquired
pursuant to a grant of Stock Purchase Rights under Section 11 of the Plan.

                  (z)  "Restricted  Stock  Purchase  Agreement"  means a written
agreement  between  the  Company  and the  Optionee  evidencing  the  terms  and
restrictions  applying to stock  purchased  under a Stock  Purchase  Right.  The
Restricted  Stock  Purchase  Agreement is subject to the terms and conditions of
the Plan and the Notice of Grant.

                  (aa) "Rule  16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3,  as in effect when  discretion is being  exercised with
respect to the Plan.

                  (bb) "Section 16(b) " means Section 16(b) of the Exchange Act.

                  (cc)  "Service  Provider"  means  an  Employee,   Director  or
Consultant.

                  (dd) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 13 of the Plan.

                  (ee) "Stock Purchase Right" means the right to purchase Common
Stock pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.

                  (ff) "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  13 of the Plan,  the  maximum  aggregate  number of Shares  that may be
optioned  and sold under the Plan is one  million

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two hundred fifty thousand (1,250,000) Shares. The Shares may be authorized, but
unissued, or reacquired Common Stock.

                  If an  Option  or Stock  Purchase  Right  expires  or  becomes
unexercisable  without having been exercised in full, or is surrendered pursuant
to an Option Exchange Program, the unpurchased Shares which were subject thereto
shall become  available for future grant or sale under the Plan (unless the Plan
has terminated);  provided,  however, that Shares that have actually been issued
under the  Plan,  whether  upon  exercise  of an  Option or Right,  shall not be
returned  to the Plan and shall not become  available  for  future  distribution
under the Plan, except that if Shares of Restricted Stock are repurchased by the
Company at their original purchase price, such Shares shall become available for
future grant under the Plan.

         4.       Administration of the Plan.

                  (a) Procedure.

                           (i)   Multiple   Administrative   Bodies.   Different
Committees with respect to different groups of Service  Providers may administer
the Plan.

                           (ii)   Section   162(m).   To  the  extent  that  the
Administrator determines it to be desirable to qualify Options granted hereunder
as "performance-based  compensation" within the meaning of Section 162(m) of the
Code,  the Plan shall be  administered  by a Committee  of two or more  "outside
directors" within the meaning of Section 162(m) of the Code.

                           (iii) Rule 16b-3. To the extent  desirable to qualify
transactions hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder  shall be structured to satisfy the  requirements  for exemption under
Rule 16b-3.

                           (iv) Other  Administration.  Other  than as  provided
above, the Plan shall be administered by (A) the Board or (B) a Committee, which
committee shall be constituted to satisfy Applicable Laws.

                  (b) Powers of the Administrator.  Subject to the provisions of
the  Plan,  and in the  case of a  Committee,  subject  to the  specific  duties
delegated  by the Board to such  Committee,  the  Administrator  shall  have the
authority, in its discretion:

                           (i) to determine the Fair Market Value;

                           (ii) to select the Service  Providers to whom Options
and Stock Purchase Rights may be granted hereunder;

                           (iii) to  determine  the  number  of shares of Common
Stock to be covered by each Option and Stock Purchase Right granted hereunder;

                           (iv) to approve  forms of agreement for use under the
Plan;

                           (v)  to  determine  the  terms  and  conditions,  not
inconsistent  with the terms of the Plan, of any Option or Stock  Purchase Right
granted hereunder.  Such terms and conditions

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include,  but are not limited  to, the  exercise  price,  the time or times when
Options  or  Stock  Purchase  Rights  may be  exercised  (which  may be based on
performance  criteria),   any  vesting  acceleration  or  waiver  of  forfeiture
restrictions,  and any  restriction or limitation  regarding any Option or Stock
Purchase  Right or the shares of Common Stock  relating  thereto,  based in each
case on  such  factors  as the  Administrator,  in its  sole  discretion,  shall
determine;

                           (vi) to reduce  the  exercise  price of any Option or
Stock  Purchase  Right to the then  current Fair Market Value if the Fair Market
Value of the Common Stock covered by such Option or Stock  Purchase  Right shall
have declined since the date the Option or Stock Purchase Right was granted;

                           (vii) to institute an Option Exchange Program;

                           (viii) to  construe  and  interpret  the terms of the
Plan and awards granted pursuant to the Plan;

                           (ix)  to  prescribe,  amend  and  rescind  rules  and
regulations  relating to the Plan,  including rules and regulations  relating to
sub-plans  established for the purpose of qualifying for preferred tax treatment
under foreign tax laws;

                           (x) to modify or amend each Option or Stock  Purchase
Right  (subject  to Section  16(c) of the  Plan),  including  the  discretionary
authority to extend the post-termination exercisability period of Options longer
than is otherwise provided for in the Plan;

                           (xi) to allow  Optionees to satisfy  withholding  tax
obligations  by  electing  to have the  Company  withhold  from the Shares to be
issued upon exercise of an Option or Stock  Purchase Right that number of Shares
having a Fair Market Value equal to the amount required to be withheld. The Fair
Market Value of the Shares to be withheld  shall be  determined on the date that
the  amount of tax to be  withheld  is to be  determined.  All  elections  by an
Optionee to have Shares withheld for this purpose shall be made in such form and
under such conditions as the Administrator may deem necessary or advisable;

                           (xii) to authorize any person to execute on behalf of
the  Company any  instrument  required to effect the grant of an Option or Stock
Purchase Right previously granted by the Administrator;

                           (xiii)  to  make  all  other  determinations   deemed
necessary or advisable for administering the Plan.

                  (c) Effect of Administrator's  Decision.  The  Administrator's
decisions,  determinations and interpretations shall be final and binding on all
Optionees  and any  other  holders  of  Options  or Stock  Purchase  Rights.

         5.       Eligibility.  Nonstatutory  Stock  Options and Stock  Purchase
Rights may be  granted to Service  Providers.  Incentive  Stock  Options  may be
granted only to Employees.

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         6.       Limitations.

                  (a) Each Option shall be designated in the Option Agreement as
either an  Incentive  Stock  Option or a  Nonstatutory  Stock  Option.  However,
notwithstanding  such designation,  to the extent that the aggregate Fair Market
Value  of  the  Shares  with  respect  to  which  Incentive  Stock  Options  are
exercisable  for the first time by the Optionee  during any calendar year (under
all plans of the Company and any Parent or Subsidiary)  exceeds  $100,000,  such
Options shall be treated as  Nonstatutory  Stock  Options.  For purposes of this
Section 6(a),  Incentive  Stock Options shall be taken into account in the order
in which  they  were  granted.  The Fair  Market  Value of the  Shares  shall be
determined as of the time the Option with respect to such Shares is granted.

                  (b)  Neither the Plan nor any Option or Stock  Purchase  Right
shall  confer  upon an  Optionee  any  right  with  respect  to  continuing  the
Optionee's  relationship as a Service Provider with the Company,  nor shall they
interfere  in any way  with  the  Optionee's  right  or the  Company's  right to
terminate such relationship at any time, with or without cause.

                  (c)  The  following  limitations  shall  apply  to  grants  of
Options:

                           (i) No  Service  Provider  shall be  granted,  in any
fiscal year of the Company, Options to purchase more than 1,000,000 Shares.

                           (ii) In connection with his or her initial service, a
Service  Provider  may  be  granted  Options  to  purchase  up to an  additional
1,000,000  Shares,  which  shall  not  count  against  the  limit  set  forth in
subsection (i) above.

                           (iii) The  foregoing  limitations  shall be  adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 13.

                           (iv) If an Option  is  cancelled  in the same  fiscal
year of the Company in which it was granted  (other  than in  connection  with a
transaction  described  in Section  13),  the  cancelled  Option will be counted
against  the  limits  set  forth in  subsections  (i) and (ii)  above.  For this
purpose, if the exercise price of an Option is reduced,  the transaction will be
treated as a cancellation of the Option and the grant of a new Option.

         7.       Term of Plan.  Subject  to  Section  20 of the Plan,  the Plan
shall  become  effective  upon its adoption by the Board.  It shall  continue in
effect for a term of ten (10) years unless  terminated  earlier under Section 16
of the Plan.

         8.       Term of Option. The term of each Option shall be stated in the
Option  Agreement.  In the case of an Incentive Stock Option,  the term shall be
ten (10) years from the date of grant or such shorter term as may be provided in
the Option Agreement. Moreover, in the case of an Incentive Stock Option granted
to an Optionee  who, at the time the  Incentive  Stock  Option is granted,  owns
stock  representing  more than ten percent  (10%) of the total  combined  voting
power of all  classes of stock of the Company or any Parent or  Subsidiary,  the
term of the  Incentive  Stock  Option  shall be five (5) years  from the date of
grant or such shorter term as may be provided in the Option Agreement.

                                      -6-
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         9.       Option Exercise Price and  Consideration.

                  (a)  Exercise  Price.  The per  share  exercise  price for the
Shares to be issued pursuant to exercise of an Option shall be determined by the
Administrator,  subject to the following:

                           (i) In the  case of an  Incentive  Stock  Option

                                    (A) granted to an Employee  who, at the time
the Incentive  Stock Option is granted,  owns stock  representing  more than ten
percent  (10%) of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the per Share exercise price shall be no less than 110% of
the Fair Market Value per Share on the date of grant.

                                    (B)  granted to any  Employee  other than an
Employee  described in paragraph (A) immediately  above,  the per Share exercise
price shall be no less than 100% of the Fair Market  Value per Share on the date
of  grant.

                           (ii) In the case of a Nonstatutory  Stock Option, the
per Share exercise price shall be determined by the  Administrator.  In the case
of a  Nonstatutory  Stock  Option  intended  to  qualify  as  "performance-based
compensation"  within the meaning of Section  162(m) of the Code,  the per Share
exercise  price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

                           (iii)  Notwithstanding the foregoing,  Options may be
granted  with a per Share  exercise  price of less than 100% of the Fair  Market
Value per  Share on the date of grant  pursuant  to a merger or other  corporate
transaction.

                  (b) Waiting Period and Exercise  Dates.  At the time an Option
is granted,  the Administrator  shall fix the period within which the Option may
be exercised and shall  determine any conditions  that must be satisfied  before
the Option may be exercised.

                  (c) Form of Consideration.  The Administrator  shall determine
the acceptable  form of  consideration  for exercising an Option,  including the
method of payment.  In the case of an Incentive Stock Option,  the Administrator
shall determine the acceptable form of consideration at the time of grant.  Such
consideration  may consist  entirely of:

                           (i) cash;

                           (ii) check;

                           (iii) promissory note;

                           (iv)  other  Shares  which  (A) in the case of Shares
acquired  upon  exercise of an option,  have been owned by the Optionee for more
than six months on the date of  surrender,  and (B) 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;

                           (v)  consideration  received by the  Company  under a
cashless  exercise  program  implemented  by the Company in connection  with the
Plan;

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<PAGE>

                           (vi)  a  reduction  in  the  amount  of  any  Company
liability  to  the  Optionee,   including  any  liability  attributable  to  the
Optionee's participation in any Company-sponsored  deferred compensation program
or arrangement;

                           (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 by Applicable Laws.

         10.      Exercise of Option.

                  (a) Procedure  for  Exercise;  Rights  as a  Shareholder.  Any
Option granted hereunder shall be exercisable according to the terms of the Plan
and at such times and under such  conditions as determined by the  Administrator
and set  forth  in the  Option  Agreement.  Unless  the  Administrator  provides
otherwise,  vesting  of Options  granted  hereunder  shall be tolled  during any
unpaid  leave of  absence.  An Option may not be  exercised  for a fraction of a
Share.

                      An  Option  shall be  deemed  exercised  when the  Company
receives:  (i) written or electronic  notice of exercise (in accordance with the
Option Agreement) from the person entitled to exercise the Option, and (ii) full
payment  for the Shares  with  respect to which the  Option is  exercised.  Full
payment may consist of any consideration and method of payment authorized by the
Administrator  and permitted by the Option Agreement and the Plan. Shares issued
upon  exercise of an Option  shall be issued in the name of the  Optionee or, if
requested  by the  Optionee,  in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate  entry on the books
of the Company or of a duly authorized transfer agent of the Company),  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.
The Company shall issue (or cause to be issued) such Shares  promptly  after the
Option is exercised.  No  adjustment  will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued,  except as
provided in Section 13 of the Plan.

                      Exercising  an  Option in any manner  shall  decrease  the
number of Shares  thereafter  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 Relationship as a Service  Provider.  If an
Optionee ceases to be a Service  Provider,  other than upon the Optionee's death
or Disability, the Optionee may exercise his or her Option within such period of
time as is  specified  in the Option  Agreement to the extent that the Option is
vested on the date of termination  (but in no event later than the expiration of
the term of such Option as set forth in the Option Agreement). In the absence of
a specified time in the Option  Agreement,  the Option shall remain  exercisable
for three (3) months  following the Optionee's  termination.  If, on the date of
termination,  the  Optionee  is not vested as to his or her entire  Option,  the
Shares  covered by the unvested  portion of the Option shall revert to the Plan.
If, after  termination,  the Optionee does not exercise his or her Option within
the time specified by the  Administrator,  the Option shall  terminate,  and the
Shares covered by such Option shall revert to the Plan.

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<PAGE>

                  (c)  Disability  of  Optionee.  If an Optionee  ceases to be a
Service  Provider as a result of the  Optionee's  Disability,  the  Optionee may
exercise  his or her Option  within such period of time as is  specified  in the
Option  Agreement to the extent the Option is vested on the date of  termination
(but in no event  later than the  expiration  of the term of such  Option as set
forth in the Option Agreement). In the absence of a specified time in the Option
Agreement,  the Option shall remain exercisable for twelve (12) months following
the Optionee's termination.  If, on the date of termination, the Optionee is not
vested as to his or her  entire  Option,  the  Shares  covered  by the  unvested
portion of the Option  shall  revert to the Plan.  If,  after  termination,  the
Optionee does not exercise his or her Option within the time  specified  herein,
the Option shall  terminate,  and the Shares covered by such Option shall revert
to the Plan.

                  (d) Death of  Optionee.  If an  Optionee  dies while a Service
Provider, the Option may be exercised within such period of time as is specified
in the Option  Agreement  (but in no event later than the expiration of the term
of such Option as set forth in the Notice of Grant), by the Optionee's estate or
by a person  who  acquires  the  right to  exercise  the  Option by  bequest  or
inheritance,  but only to the  extent  that the  Option is vested on the date of
death.  In the absence of a specified time in the Option  Agreement,  the Option
shall  remain  exercisable  for twelve  (12)  months  following  the  Optionee's
termination.  If, at the time of death,  the Optionee is not vested as to his or
her entire  Option,  the Shares  covered by the  unvested  portion of the Option
shall  immediately  revert to the  Plan.  The  Option  may be  exercised  by the
executor or administrator of the Optionee's estate or, if none, by the person(s)
entitled to exercise the Option under the Optionee's will or the laws of descent
or  distribution.  If the Option is not so exercised  within the time  specified
herein, the Option shall terminate,  and the Shares covered by such Option shall
revert to the Plan.

                  (e) Buyout Provisions. The Administrator may at any time offer
to buy out for a payment in cash or Shares an Option previously granted based on
such terms and conditions as the  Administrator  shall establish and communicate
to the Optionee at the time that such offer is made.

         11.      Stock Purchase Rights.

                  (a) Rights to Purchase.  Stock  Purchase  Rights may be issued
either alone,  in addition to, or in tandem with other awards  granted under the
Plan  and/or  cash  awards  made  outside of the Plan.  After the  Administrator
determines  that it will offer Stock  Purchase  Rights under the Plan,  it shall
advise the offeree in writing or electronically,  by means of a Notice of Grant,
of the terms,  conditions and restrictions  related to the offer,  including the
number of Shares that the offeree shall be entitled to purchase, the price to be
paid,  and the time within which the offeree  must accept such offer.  The offer
shall be accepted by execution of a Restricted  Stock Purchase  Agreement in the
form determined by the Administrator.

                  (b) Repurchase  Option.  Unless the  Administrator  determines
otherwise,  the Restricted  Stock Purchase  Agreement  shall grant the Company a
repurchase option  exercisable upon the voluntary or involuntary  termination of
the  purchaser's  service  with the Company for any reason  (including  death or
Disability).   The  purchase  price  for  Shares  repurchased  pursuant  to  the
Restricted  Stock  Purchase  Agreement  shall be the original  price paid by the
purchaser and may be paid by cancellation  of any  indebtedness of the purchaser
to the Company.  The repurchase  option shall lapse at a rate  determined by the
Administrator.

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                  (c) Other Provisions.  The Restricted Stock Purchase Agreement
shall contain such other terms,  provisions and conditions not inconsistent with
the Plan as may be determined by the  Administrator in its sole discretion.

                  (d) Rights as a Shareholder.  Once the Stock Purchase Right is
exercised,  the  purchaser  shall  have  the  rights  equivalent  to  those of a
shareholder, and shall be a shareholder when his or her purchase is entered upon
the records of the duly authorized  transfer agent of the Company. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the Stock Purchase Right is exercised, except as provided in Section 13
of the Plan.

         12.      Non-Transferability  of  Options  and Stock  Purchase  Rights.
Unless determined  otherwise by the  Administrator,  an Option or Stock Purchase
Right 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.
If the Administrator makes an Option or Stock Purchase Right transferable,  such
Option  or  Stock  Purchase  Right  shall  contain  such  additional  terms  and
conditions as the Administrator deems appropriate.

         13.      Adjustments  Upon  Changes  in  Capitalization,   Dissolution,
Merger or Asset Sale.

                  (a) Changes in Capitalization.  Subject to any required action
by the shareholders of the Company, the number of shares of Common Stock covered
by each outstanding Option and Stock Purchase Right, and the number of shares of
Common Stock which have been  authorized  for issuance  under the Plan but as to
which no Options or Stock  Purchase  Rights have yet been  granted or which have
been returned to the Plan upon  cancellation or expiration of an Option or Stock
Purchase  Right,  as well as the price per share of Common Stock covered by each
such  outstanding  Option  or Stock  Purchase  Right,  shall be  proportionately
adjusted for any  increase or decrease in the number of issued  shares of Common
Stock  resulting  from a stock  split,  reverse  stock  split,  stock  dividend,
combination or  reclassification  of the Common Stock,  or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of  consideration  by the Company;  provided,  however,  that  conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of  consideration."  Such adjustment shall be made by the Board,
whose  determination  in that respect  shall be final,  binding and  conclusive.
Except as  expressly  provided  herein,  no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the  number or price of shares of  Common  Stock  subject  to an Option or Stock
Purchase Right.

                  (b) Dissolution or  Liquidation.  In the event of the proposed
dissolution or liquidation of the Company,  the Administrator  shall notify each
Optionee as soon as  practicable  prior to the  effective  date of such proposed
transaction.  The Administrator in its discretion may provide for an Optionee to
have the right to exercise  his or her Option  until ten (10) days prior to such
transaction as to all of the Optioned Stock covered thereby, including Shares as
to which the  Option  would not  otherwise  be  exercisable.  In  addition,  the
Administrator  may provide that any Company  repurchase option applicable to any
Shares  purchased upon exercise of an Option or Stock Purchase Right shall lapse
as to all such Shares,  provided the proposed  dissolution or liquidation  takes
place at the time and in the manner contemplated.  To the extent it has not been
previously

                                      -10-
<PAGE>

exercised, an Option or Stock Purchase Right will 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  14), or the sale of  substantially  all of the
assets of the Company, each outstanding Option and Stock Purchase Right shall be
assumed  or  an  equivalent   option  or  right  substituted  by  the  successor
corporation or a Parent or Subsidiary of the successor corporation. In the event
that the successor corporation refuses to assume or substitute for the Option or
Stock  Purchase  Right,  the Optionee  shall fully vest in and have the right to
exercise the Option or Stock  Purchase  Right as to all of the  Optioned  Stock,
including Shares as to which it would not otherwise be vested or exercisable. If
an Option or Stock Purchase  Right becomes fully vested and  exercisable in lieu
of assumption or  substitution  in the event of a merger or sale of assets,  the
Administrator  shall notify the Optionee in writing or  electronically  that the
Option or Stock  Purchase  Right  shall be fully  vested and  exercisable  for a
period of  fifteen  (15) days from the date of such  notice,  and the  Option or
Stock Purchase Right shall terminate upon the expiration of such period. For the
purposes  of this  paragraph,  the  Option  or  Stock  Purchase  Right  shall be
considered  assumed if,  following  the merger or sale of assets,  the option or
right confers the right to purchase or receive, for each Share of Optioned Stock
subject to the Option or Stock Purchase Right 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);  provided,  however,  that 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 or Stock Purchase Right, for each Share
of Optioned  Stock subject to the Option or Stock Purchase  Right,  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.

         14.      Vesting   Acceleration  on  Change  of  Control.

                  (a)  Vesting  Acceleration.  In  the  event  of a  "Change  of
Control," (i) 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, and (ii) all
of the Company's rights to repurchase  unvested stock under all Restricted Stock
Purchase  Agreements pursuant to the Plan with the Optionee shall lapse in their
entirety on an accelerated basis:

                           (i) as of the date immediately preceding such "Change
of Control" in the event any such Option  Agreement or Restricted Stock Purchase
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 and Restricted Stock Purchase 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
or in exchange for the Optionee's Restricted Stock

                                      -11-

<PAGE>

acquired  pursuant to any such  Restricted  Stock  Purchase  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  immediately  preceding  any
"Involuntary  Termination"  of the  Optionee  occurring  upon or after  any such
"Change of Control"; or

                           (iv) in the case of an Optionee  who at the time of a
"Change of Control" has been designated as an executive  officer by the Board of
Directors, as of the date twelve (12) months following the first such "Change of
Control,"  provided  that the  Optionee  shall not have  voluntarily  terminated
Optionee's  employment  with the Company  prior to the end of such  twelve-month
period;

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

                  (b)  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 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.

                  (c) Involuntary Termination.  "Involuntary  Termination" shall
mean (i) a  termination  by the Company of the  Optionee's  employment  with the
Company  other  than for Cause;

                                      -12-

<PAGE>

                           (ii) without  Optionee's  written consent, a material
reduction  by the  Company  in the base  salary  of the  Optionee  as in  effect
immediately prior to such reduction;

                           (iii) without  Optionee's written consent, a material
reduction  by the Company in the kind or level of employee  benefits,  including
bonuses, to which the Optionee was entitled immediately prior to such reduction,
with the result  that the  Optionee's  overall  benefits  package is  materially
reduced;

                           (iv)  without   Optionee's   written   consent,   the
relocation  of the  Optionee  to a facility  or a location  more than fifty (50)
miles from the Optionee's then present location; or

                           (v) in the case of an  Optionee  who at the time of a
"Change of Control" has been designated as an executive  officer by the Board of
Directors,  a  material  diminution  of  the  Optionee's  duties,  authority  or
responsibilities  as in effect  immediately  prior to the  "Change  of  Control"
(provided  that the fact that the Company as a result of the "Change of Control"
is no longer independent shall not be construed as a "material diminution").

                  (d) Cause.  "Cause" shall mean (i) any willful act of personal
dishonesty,  fraud or misrepresentation taken by the Optionee in connection with
his or her  responsibilities  as an  employee  which was  intended  to result in
substantial  gain or personal  enrichment  of the Optionee at the expense of the
Company;  (ii) the  Optionee's  arrest  for a  felony,  fraud or an act of moral
turpitude;   or  (iii)  the   Optionee's   willful  and  continued   failure  to
substantially  perform his or her principal duties and obligations of employment
and follow  written  policies  applicable to all employees  (other than any such
failure  resulting  from  incapacity due to physical or mental  illness),  which
failure is not remedied in a reasonable  period of time after receipt of written
notice from the Company.

                  (e)  Voluntary  Resignation;  Termination  For  Cause.  If the
Optionee's  status as a Service Provider of the Company  terminates by reason of
the Optionee's voluntary resignation (and not Involuntary Termination) or if the
Optionee's  status as a Service Provider of the Company is terminated for Cause,
in either case prior to such time as  accelerated  vesting occurs as provided in
Section  14(a)  hereof,  then the  Optionee  shall not be  entitled  to  receive
accelerated vesting under Section 14(a) hereof.

         15.      Date of  Grant.  The  date of  grant  of an  Option  or  Stock
Purchase Right shall be, for all purposes,  the date on which the  Administrator
makes the  determination  granting such Option or Stock Purchase  Right, or such
other  later  date  as  is  determined  by  the  Administrator.  Notice  of  the
determination  shall be provided to each Optionee within a reasonable time after
the date of such grant.

          16.      Amendment and Termination of the Plan.

                  (a)  Amendment  and  Termination.  The  Board  may at any time
amend, alter, suspend or terminate the Plan.

                  (b) Shareholder Approval. The Company shall obtain shareholder
approval of any Plan  amendment to the extent  necessary and desirable to comply
with Applicable Laws.

                  (c)  Effect  of  Amendment  or   Termination.   No  amendment,
alteration, suspension or termination of the Plan shall impair the rights of any
Optionee,  unless  mutually  agreed  otherwise  between  the  Optionee  and  the
Administrator, which agreement must be in writing and signed by the Optionee and
the  Company.  Termination  of the Plan  shall not  affect  the  Administrator's
ability to

                                      -13-
<PAGE>

exercise  the powers  granted to it hereunder  with  respect to Options  granted
under the Plan prior to the date of such termination.

          17.      Conditions Upon Issuance of Shares.

                  (a) Legal  Compliance.  Shares shall not be issued pursuant to
the  exercise of an Option or Stock  Purchase  Right unless the exercise of such
Option or Stock  Purchase  Right and the  issuance  and  delivery of such Shares
shall comply with  Applicable  Laws and shall be further subject to the approval
of counsel for the Company with respect to such compliance.

                  (b) Investment Representations. As a condition to the exercise
of an Option or Stock  Purchase  Right,  the  Company  may  require  the  person
exercising  such Option or Stock  Purchase Right 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 Shares
if,  in the  opinion  of  counsel  for the  Company,  such a  representation  is
required.

         18.      Inability to Obtain Authority. The 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.

         19.      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.

         20.      Shareholder Approval. The Plan shall be subject to approval by
the  shareholders  of the Company  within  twelve (12) months after the date the
Plan is adopted.  Such shareholder  approval shall be obtained in the manner and
to the degree required under Applicable Laws.


                                      -14-

<PAGE>

                            NANOMETRICS INCORPORATED

                         2000 EMPLOYEE STOCK OPTION PLAN

                         EMPLOYEE STOCK OPTION AGREEMENT

         Unless  otherwise  defined herein,  the terms defined in the Plan shall
have the same defined meanings in this Option Agreement.

I.       NOTICE OF STOCK OPTION GRANT

         [Optionee's Name and Address]

         You have  been  granted  an  option  to  purchase  Common  Stock of the
Company,  subject  to the  terms  and  conditions  of the Plan  and this  Option
Agreement, as follows:

         Grant Number                           ________________________________

         Date of Grant                          ________________________________

         Vesting Commencement Date              ________________________________

         Exercise Price per Share               $_______________________________

         Total Number of Shares Granted         ________________________________

         Total Exercise Price                   $_______________________________

         Type of Option:                        ___ Incentive Stock Option

                                                ___ Nonstatutory Stock Option

         Term/Expiration Date:                  ________________________________


         Vesting Schedule:

         Subject to accelerated  vesting as set forth below,  this Option may be
exercised, in whole or in part, in accordance with the following schedule:

         One-third  (1/3) of the Shares  subject to the Option shall vest twelve
months after the Vesting  Commencement  Date, and one-third  (1/3) of the Shares
subject  to the  Option  shall  vest on each  one year  anniversary  thereafter,
subject to the Optionee continuing to be a Service Provider on such dates.

<PAGE>

         Termination Period:

         This Option may be exercised for three months after Optionee  ceases to
be a Service Provider. Upon the death or Disability of the Optionee, this Option
may be  exercised  for  twelve  months  after  Optionee  ceases  to be a Service
Provider.   In  no  event  shall  this  Option  be  exercised   later  than  the
Term/Expiration Date as provided above.

II.      AGREEMENT

         A.       Grant of Option.

                  The Plan  Administrator  of the Company  hereby  grants to the
Optionee  named in the Notice of Grant attached as Part I of this Agreement (the
"Optionee")  an option (the  "Option") to purchase the number of Shares,  as set
forth in the Notice of Grant,  at the exercise  price per share set forth in the
Notice of Grant (the "Exercise  Price"),  subject to the terms and conditions of
the Plan, which is incorporated herein by reference. Subject to Section 16(c) of
the Plan,  in the event of a conflict  between the terms and  conditions  of the
Plan and the  terms  and  conditions  of this  Option  Agreement,  the terms and
conditions of the Plan shall prevail.

                  If  designated  in the Notice of Grant as an  Incentive  Stock
Option ("ISO"),  this Option is intended to qualify as an Incentive Stock Option
under  Section  422 of the Code.  However,  if this  Option is intended to be an
Incentive Stock Option,  to the extent that it exceeds the $100,000 rule of Code
Section 422(d) it shall be treated as a Nonstatutory Stock Option ("NSO").

         B.       Exercise of Option.

                  (a) Right to Exercise.  This Option is exercisable  during its
term in accordance with the Vesting  Schedule set out in the Notice of Grant and
the applicable provisions of the Plan and this Option Agreement.

                  (b) Method of Exercise. This Option is exercisable by delivery
of an  exercise  notice,  in the  form  attached  as  Exhibit  A (the  "Exercise
Notice"),  which shall state the election to exercise the Option,  the number of
Shares  in  respect  of which  the  Option is being  exercised  (the  "Exercised
Shares"),  and such other  representations  and agreements as may be required by
the Company pursuant to the provisions of the Plan. The Exercise Notice shall be
completed by the Optionee and  delivered to the Chief  Financial  Officer of the
Company.  The Exercise  Notice shall be  accompanied by payment of the aggregate
Exercise  Price as to all  Exercised  Shares.  This Option shall be deemed to be
exercised  upon receipt by the Company of such fully  executed  Exercise  Notice
accompanied by such aggregate Exercise Price.

                      No Shares shall be issued pursuant to the exercise of this
Option unless such issuance and exercise complies with Applicable Laws. Assuming
such  compliance,  for  income  tax  purposes  the  Exercised  Shares  shall  be
considered  transferred to the Optionee on the date the Option is exercised with
respect to such Exercised Shares.

                                      -2-
<PAGE>

         C.       Method of Payment.

                  Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:

                  1. cash;

                  2. check;

                  3. promissory note;

                  4. other Shares which (A) in the case of Shares  acquired upon
exercise of an option,  have been owned by the Optionee for more than six months
on the  date of  surrender,  and (B)  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;

                  5.  consideration  received  by the  Company  under a cashless
exercise program implemented by the Company in connection with the Plan;

                  6. a reduction  in the amount of any Company  liability to the
Optionee,  including any liability attributable to the Optionee's  participation
in any Company-sponsored deferred compensation program or arrangement;

                  7. any combination of the foregoing methods of payment; or

                  8. such other  consideration  and  method of  payment  for the
issuance of Shares to the extent permitted by Applicable Laws.

          D.       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 the Plan and
this  Option  Agreement  shall be binding  upon the  executors,  administrators,
heirs, successors and assigns of the Optionee.

          E.       Term of Option.

                  This Option may be  exercised  only within the term set out in
the Notice of Grant,  and may be exercised  during such term only in  accordance
with the Plan and the terms of this Option Agreement.

          F.       Tax Consequences.

                  Some of the federal tax consequences  relating to this Option,
as of the date of this Option,  are set forth below. THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE
SHOULD CONSULT A TAX ADVISER BEFORE  EXERCISING  THIS OPTION OR DISPOSING OF THE
SHARES.

                                      -3-
<PAGE>

         G.       Exercising the Option.

                  1. Nonstatutory  Stock Option.  The Optionee may incur regular
federal  income tax  liability  upon  exercise of a NSO.  The  Optionee  will be
treated as having received  compensation  income (taxable at ordinary income tax
rates) equal to the excess,  if any, of the Fair Market  Value of the  Exercised
Shares on the date of  exercise  over their  aggregate  Exercise  Price.  If the
Optionee is an Employee or a former  Employee,  the Company  will be required to
withhold  from his or her  compensation  or collect from Optionee and pay to the
applicable  taxing  authorities  an amount in cash equal to a percentage of this
compensation  income  at the time of  exercise,  and may  refuse  to  honor  the
exercise  and  refuse to  deliver  Shares if such  withholding  amounts  are not
delivered at the time of exercise.

                  2. Incentive Stock Option. If this Option qualifies as an ISO,
the  Optionee  will  have no  regular  federal  income  tax  liability  upon its
exercise, although the excess, if any, of the Fair Market Value of the Exercised
Shares on the date of  exercise  over  their  aggregate  Exercise  Price will be
treated as an adjustment to alternative  minimum  taxable income for federal tax
purposes and may subject the Optionee to alternative  minimum tax in the year of
exercise.  In the event that the Optionee ceases to be an Employee but remains a
Service  Provider,  any  Incentive  Stock  Option of the  Optionee  that remains
unexercised  shall  cease to qualify as an  Incentive  Stock  Option and will be
treated for tax  purposes as a  Nonstatutory  Stock Option on the date three (3)
months and one (1) day following such change of status.

                  3. Disposition of Shares.

                  (a) NSO.  If the  Optionee  holds NSO  Shares for at least one
year,  any gain  realized  on  disposition  of the  Shares  will be  treated  as
long-term capital gain for federal income tax purposes.

                  (b) ISO.  If the  Optionee  holds ISO  Shares for at least one
year after  exercise  and two years after the grant date,  any gain  realized on
disposition of the Shares will be treated as long-term  capital gain for federal
income tax  purposes.  If the  Optionee  disposes of ISO Shares  within one year
after  exercise  or two years after the grant  date,  any gain  realized on such
disposition  will be treated as compensation  income (taxable at ordinary income
rates) to the extent of the excess,  if any, of the lesser of (A) the difference
between the Fair Market Value of the Shares acquired on the date of exercise and
the aggregate  Exercise Price,  or (B) the difference  between the sale price of
such Shares and the aggregate  Exercise Price. Any additional gain will be taxed
as capital gain,  short-term  or long-term  depending on the period that the ISO
Shares were held.

                  (c) Notice of Disqualifying  Disposition of ISO Shares. If the
Optionee sells or otherwise  disposes of any of the Shares acquired  pursuant to
an ISO on or before the later of (i) two years after the grant date, or (ii) one
year after the exercise date, the Optionee shall immediately  notify the Company
in  writing  of such  disposition.  The  Optionee  agrees  that he or she may be
subject to income tax  withholding  by the  Company on the  compensation  income
recognized  from such early  disposition of ISO Shares by payment in cash or out
of the current earnings paid to the Optionee.

         H.       Entire Agreement; Governing Law.

                                      -4-
<PAGE>

                  The Plan is  incorporated  herein by  reference.  The Plan and
this Option  Agreement  constitute  the entire  agreement  of the  parties  with
respect to the subject  matter hereof and supersede in their  entirety all prior
undertakings  and  agreements  of the Company and  Optionee  with respect to the
subject  matter  hereof,  and may not be modified  adversely  to the  Optionee's
interest  except by means of a writing signed by the Company and Optionee.  This
agreement is governed by the internal  substantive  laws,  but not the choice of
law rules, of California.

         I.       NO GUARANTEE OF CONTINUED SERVICE.

                  OPTIONEE  ACKNOWLEDGES  AND AGREES  THAT THE VESTING OF SHARES
PURSUANT  TO THE  VESTING  SCHEDULE  HEREOF IS EARNED  ONLY BY  CONTINUING  AS A
SERVICE  PROVIDER AT THE WILL OF THE  COMPANY  (AND NOT THROUGH THE ACT OF BEING
HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER
ACKNOWLEDGES  AND AGREES  THAT THIS  AGREEMENT,  THE  TRANSACTIONS  CONTEMPLATED
HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS
OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT
OR THE  COMPANY'S  RIGHT  TO  TERMINATE  OPTIONEE'S  RELATIONSHIP  AS A  SERVICE
PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

         By your  signature and the  signature of the  Company's  representative
below,  you and the Company agree that this Option is granted under and governed
by the terms and conditions of the Plan and this Option Agreement.  Optionee has
reviewed  the Plan and  this  Option  Agreement  in their  entirety,  has had an
opportunity  to obtain the  advice of counsel  prior to  executing  this  Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding,  conclusive and final all decisions
or  interpretations of the Administrator upon any questions relating to the Plan
and Option  Agreement.  Optionee  further  agrees to notify the Company upon any
change in the residence address indicated below.

OPTIONEE:                           NANOMETRICS INCORPORATED



-----------------------------       -----------------------------------
Signature                            By

-----------------------------       -----------------------------------
Print Name                          Title

-----------------------------
Residence Address

-----------------------------

                                      -5-

<PAGE>


                                CONSENT OF SPOUSE

         The  undersigned  spouse of Optionee  has read and hereby  approves the
terms and conditions of the Plan and this Option Agreement.  In consideration of
the  Company's  granting  his or her spouse the right to purchase  Shares as set
forth in the Plan and this Option Agreement, the undersigned hereby agrees to be
irrevocably  bound by the  terms  and  conditions  of the  Plan and this  Option
Agreement  and further  agrees that any  community  property  interest  shall be
similarly bound.  The undersigned  hereby appoints the  undersigned's  spouse as
attorney-in-fact  for the undersigned  with respect to any amendment or exercise
of rights under the Plan or this Option Agreement.


                                       -----------------------------
                                       Spouse of Optionee


<PAGE>


                                    EXHIBIT A

                            NANOMETRICS INCORPORATED

                                 2000 STOCK PLAN

                                 EXERCISE NOTICE

Nanometrics Incorporated
[Address]

Attention:  [Title]

         1. Exercise of Option. Effective as of today, ________________,  _____,
the undersigned  ("Purchaser") hereby elects to purchase  ______________  shares
(the "Shares") of the Common Stock of Nanometrics  Incorporated  (the "Company")
under and  pursuant  to the 2000 Stock Plan (the  "Plan")  and the Stock  Option
Agreement  dated,  _____ (the "Option  Agreement").  The purchase  price for the
Shares  shall be $_____,  as required by the Option  Agreement.

         2. Delivery of Payment.  Purchaser herewith delivers to the Company the
full purchase price for the Shares.

         3. Representations of Purchaser.  Purchaser acknowledges that Purchaser
has received,  read and understood the Plan and the Option  Agreement and agrees
to  abide  by and  be  bound  by  their  terms  and  conditions.

         4. Rights as  Shareholder.  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 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. The 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 of  issuance,  except as provided in Section 13 of the
Plan.

         5. Tax  Consultation.  Purchaser  understands that Purchaser may suffer
adverse tax  consequences as a result of Purchaser's  purchase or disposition of
the Shares.  Purchaser  represents  that  Purchaser has  consulted  with any tax
consultants  Purchaser  deems  advisable  in  connection  with the  purchase  or
disposition  of the Shares and that  Purchaser is not relying on the Company for
any tax advice.
<PAGE>

         6. Entire  Agreement;  Governing Law. The Plan and Option Agreement are
incorporated  herein  by  reference.  This  Agreement,  the Plan and the  Option
Agreement  constitute  the entire  agreement  of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements  of the  Company and  Purchaser  with  respect to the subject  matter
hereof, and may not be modified adversely to the Purchaser's  interest except by
means of a writing  signed by the  Company  and  Purchaser.  This  Agreement  is
governed by the internal  substantive  laws, but not the choice of law rules, of
California.

Submitted by:                             Accepted by:

PURCHASER:                                NANOMETRICS INCORPORATED


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Signature                                 By

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Print Name               Its

Address:                                  Address:

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                                          Date Received

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