Employment Agreement



 EXHIBIT 10.13 
 AGREEMENT 
 BETWEEN 
 DOUGLAS McCUTCHEON 
 AND 
 NANOMETRICS INCORPORATED 
 This Agreement is made and entered into this 27th day of September 2005 by
and between Douglas McCutcheon (“Mr. McCutcheon”), a California resident, and Nanometrics Incorporated (the “Company”), a California corporation. 
 WHEREAS, Mr. McCutcheon has been hired by the Company as its new Executive Vice President, Finance and Administration, and Chief Financial Officer effective September 14, 2005, and 
 WHEREAS, the Company wishes to allow Mr. McCutcheon to focus his attention upon his new duties by providing him with a degree of financial security
and income protection in the event of an involuntary termination for certain reasons. 
 NOW, THEREFORE, the parties hereby agree as follows:

 1. This Agreement is intended solely to set out the parties’ understanding with respect to the involuntary separation of
Mr. McCutcheon and is not intended to constitute a contract of employment for any period of time. Mr. McCutcheon understands that he is, and following the execution of this Agreement, remains an at-will employee of the Company. 

2. In the event that Mr. McCutcheon is required or requested for any reason not involving good cause to involuntary relinquish his positions with
the Company and its subsidiaries including, but not limited to, Executive Vice President, Finance and Administration, and Chief Financial Officer of the Company, the Company agrees, as a separation payment, to pay to Mr. McCutcheon his usual
annual salary with standard deductions, but no bonuses, on the Company’s normal paydays for a period of one (1) year from date of separation, provided Mr. McCutcheon executes a general release and promptly resigns from all positions
as requested. If Mr. McCutcheon relinquishes his positions voluntarily or if his separation involves good cause, he shall be due no separation payment. Mr. McCutcheon’s separation shall be for good cause only if he commits misconduct,
unjustifiably neglects his duties, or acts in a way that has a direct, substantial and adverse effect on Nanometrics or its reputation. 







 3. This Agreement constitutes the entire agreement between the parties pertaining to the separation of
Mr. McCutcheon from Nanometrics and is intended to apply to the exclusion of all other remedies in the event of such separation. 
 4.
This Agreement shall be governed by and construed in accordance with the laws of the State of California. 
 5. In the event of disagreement,
the parties agree to attempt to work out their differences in good faith. In the event the parties are unable to so work out their differences, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be
settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The parties agree
that such arbitration shall be held in Santa Clara County, California and that the Company shall reimburse Mr. McCutcheon’s reasonable costs and attorneys’ fees. 
 Executed as of the date first above written. 
  

			
	NANOMETRICS INCORPORATED
		
	By:	 	 /s/ John Heaton

		 	John Heaton
		 	Chief Executive Officer


  

	
	AGREED TO AND ACCEPTED:
	
	 /s/ Douglas McCutcheon

	Douglas McCutcheon

  

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