Form of Executive Severance Agreement



 Exhibit 10.1 
 EXECUTIVE SEVERANCE AGREEMENT 
 BETWEEN 
 BRUCE CRAWFORD 
 AND 
 NANOMETRICS INCORPORATED 
 This Executive Severance Agreement (the “Severance
Agreement”) is made and entered into this         th day of July 2007 by and between Bruce Crawford (“Mr. Crawford”) and Nanometrics Incorporated (the “Company”), a
Delaware corporation. 
 WHEREAS, Mr. Crawford is Chief Operating Officer of the Company, and 
 WHEREAS, the Board of Directors of the Company has approved this Severance Agreement to provide a degree of financial security and income protection to
Mr. Crawford in the event of his involuntary termination without Cause (as defined herein). 
 NOW, THEREFORE, the parties hereby agree
as follows: 
 1.    This Severance Agreement is intended solely to set out the parties’ understanding with respect
to the involuntary separation without Cause of Mr. Crawford and is not intended to constitute a contract of employment for any period of time. Mr. Crawford understands that he is, and following the execution of this Severance Agreement,
remains an, at-will employee of the Company and may be terminated at any time with or without cause or notice. 
 2.    In the event Mr. Crawford’s employment with the Company terminates for any reason, Mr. Crawford will be entitled to any (a) unpaid base salary accrued up to the effective date of termination;
(b) pay for accrued but unused vacation; (c) benefits or compensation as provided under the terms of any employee benefit and compensation agreements or plans applicable to Mr. Crawford; (d) unreimbursed business expenses
required to be reimbursed to Mr. Crawford; and (e) rights to indemnification Mr. Crawford may have under the Company’s Certificate of Incorporation, Bylaws or separate indemnification agreement, as applicable. In addition,
depending on the reason for termination, Mr. Crawford may be entitled to the additional amounts and benefits specified in Section 3 of this Severance Agreement. 
 3.    In the event that Mr. Crawford’s employment with the Company is terminated by the Company without Cause on or after the date hereof, effective as of the date of separation from
employment and subject to Sections 4 through 8 of this Severance Agreement, the vesting of each outstanding equity award relating to shares of the Company’s common stock shall accelerate and become immediately exercisable as to that number
of shares that would have vested had Mr. Crawford remained an employee of the Company through the twelve-month anniversary of the date 

  

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of separation from employment. In addition, in the event that Mr. Crawford’s employment with the Company is terminated by the Company without Cause
on or after the date hereof, the Company agrees, effective as of the date of separation from employment and subject to Sections 4 through 8 of this Severance Agreement, as a separation payment, (i) to pay to Mr. Crawford his annual
salary (as in effect immediately prior to such separation from employment), but no bonuses, on the Company’s normal paydays for a period of six (6) months from the date of separation from employment and (ii) to reimburse
Mr. Crawford for his premium payments under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for a period of one (1) year from the date of separation from employment. If Mr. Crawford’s separation is for
Cause, he shall be due no separation payment or reimbursement of COBRA premium payments and will not benefit from the equity award acceleration referenced herein. 
 4.    Notwithstanding anything in this Severance Agreement to the contrary, reimbursement for premiums paid under COBRA pursuant to this Severance Agreement shall be paid only if Mr. Crawford
validly elects to continue coverage under COBRA and shall be reimbursed only until the earlier of (i) the termination date set forth in Section 3 of this Severance Agreement; (ii) the date upon which Mr. Crawford and
Mr. Crawford’s eligible dependents become otherwise covered under similar plans; (iii) the date upon which Mr. Crawford and Mr. Crawford’s eligible dependents cease to be eligible for coverage under COBRA. 

5.     Notwithstanding anything to the contrary in this Severance Agreement, if Mr. Crawford is a “specified
employee” within the meaning of Section 409A of the Code and any final regulations and guidance promulgated thereunder (“Section 409A”) at the time of Mr. Crawford’s separation from employment, then any severance
payments payable pursuant to this Severance Agreement and any other severance payments or separation benefits which may be considered deferred compensation under Section 409A (together, the “Deferred Compensation Separation Benefits”)
otherwise due to Mr. Crawford on or within the six (6) month period following Mr. Crawford’s separation from employment will accrue during such six (6) month period and will become payable in a lump sum payment on the date
six (6) months and one (1) day following the date of Mr. Crawford’s separation from employment. All subsequent payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. It is
the intent of this Severance Agreement to comply with the requirements of Section 409A so that none of the severance payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any
ambiguities herein will be interpreted to so comply. 
 6.    The severance payments and benefits provided herein shall
be conditioned on the following: 
 (a)    The receipt of any severance or other benefits pursuant to this Severance
Agreement will be conditioned upon (i) Mr. Crawford signing and not revoking a release of claims in a form acceptable to the Company; (ii) Mr. Crawford’s promptly resigning from all positions with the Company as requested;
and (iii) Mr. Crawford continuing to comply with the terms of any Confidential Information Agreement by which he is then bound. No severance or other benefits will be paid or provided until the release agreement becomes effective.

  

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 (b)    During the period of Mr. Crawford’s employment with the Company and
the Continuance Period (as defined herein), Mr. Crawford will not knowingly and materially disparage, criticize, or otherwise make any derogatory statements regarding the Company or any officer, director or agent of the Company. Notwithstanding
the foregoing, nothing contained in this Severance Agreement will be deemed to restrict Mr. Crawford, the Company or any of the Company’s current or former officers and/or directors from providing information to any governmental or
regulatory agency (or in any way limit the content of any such information) to the extent they are requested or required to provide such information pursuant to applicable law or regulation. 
 (c)    Mr. Crawford acknowledges that the nature of the Company’s business is such that if Mr. Crawford were to become
employed by, or substantially involved in, the business of a competitor of the Company during the twelve (12) months following the termination of Mr. Crawford’s employment with the Company, it would be very difficult for
Mr. Crawford not to rely on or use the Company’s trade secrets and confidential information. Thus, to avoid the inevitable disclosure of the Company’s trade secrets and confidential information, Mr. Crawford agrees and
acknowledges that Mr. Crawford’s right to receive the separation payments set forth in Section 3 of this Severance Agreement (to the extent Mr. Crawford is otherwise entitled to such payments) shall be conditioned upon
Mr. Crawford not directly or indirectly engaging in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor having any ownership interested in or participating in
the financing, operation, management or control of, any person, firm, corporation or business that competes with Company or is a customer of the Company. Upon any breach of this section, all severance payments pursuant to this Severance Agreement
shall immediately cease. 
 (d)    Until the date one (1) year after the termination of Mr. Crawford’s
employment with the Company for any reason, Mr. Crawford agrees and acknowledges that Mr. Crawford’s right to receive the separation payments set forth in Section 3 of this Severance Agreement (to the extent Mr. Crawford is
otherwise entitled to such payments) shall be conditioned upon Mr. Crawford not either directly or indirectly soliciting, inducing, attempting to hire, recruiting, encouraging, taking away, hiring any employee of the Company or causing an
employee to leave his or her employment either for Mr. Crawford or for any other entity or person. 
 7.    All
payments made pursuant to this Severance Agreement will be subject to standard deductions and the withholding of applicable taxes. 
 8.    In the event that the severance and other benefits provided for in this Severance Agreement or otherwise payable to Mr. Crawford (i) constitute “parachute payments” within the meaning of
Section 280G of the Code and (ii) but for this Section, would be subject to the excise tax imposed by Section 4999 of the Code, then Mr. Crawford’s separation payments under this Severance Agreement will be either:

 (a)    delivered in full, or 
 (b)    delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, 

  

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whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999
of the Code, results in the receipt by Mr. Crawford on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code.
Unless the Company and Mr. Crawford otherwise agree in writing, any determination required under this Section will be made in writing by the independent public accountants who are primarily used by the Company (the “Accountants”),
whose determination will be conclusive and binding upon Mr. Crawford and the Company for all purposes. For purposes of making the calculations required by this Section, the Accountants may make reasonable assumptions and approximations
concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Mr. Crawford will furnish to the Accountants such information and documents as
the Accountants may reasonably request in order to make a determination under this Section. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section. 
 9.    The following capitalized terms shall the meanings set forth herein: 
 (a)    Cause. For purposes of this Severance Agreement, “Cause” means (i) Mr. Crawford’s willful
misconduct; (ii) Mr. Crawford’s unjustifiable neglect of his duties (as determined in the good faith judgment of the Board); (iii) Mr. Crawford’s acting in any manner that has a direct, substantial and adverse effect on
the Company or its reputation, (iv) Mr. Crawford’s repeated material failure or repeated refusal to comply with written policies, standards and regulations established by the Company from time to time which failure, if curable, is not
cured to the reasonable satisfaction of the Board during the thirty (30 ) day period following written notice of such failure from the Company; (v) any tortious act, unlawful act or malfeasance which causes or reasonably could cause (for
example, if it became publicly known) material harm to the Company’s standing, condition or reputation; (vi) any material breach by Mr. Crawford of the provisions of any confidential information agreement with the Company or other
material improper disclosure of the Company’s confidential or proprietary information, (vii) Mr. Crawford’s theft, dishonesty, or falsification of any Company records; (viii) Mr. Crawford being found liable in any Securities
and Exchange Commission or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not Mr. Crawford admits or denies liability); or (ix) Mr. Crawford
(A) obstructing or impeding; (B) endeavoring to influence, obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an
“Investigation”). However, Mr. Crawford’s failure to waive attorney-client privilege relating to communications with Mr. Crawford’s own attorney in connection with an Investigation will not constitute “Cause.”

 (b)    Code. For purposes of this Severance Agreement, “Code” means the Internal Revenue Code of
1986, as amended. 
 (c)    Continuance Period. For purposes of this Severance Agreement, “Continuance
Period” will mean the period of time beginning on the date of the termination of Mr. Crawford’s employment and ending on the date on which Mr. Crawford is no longer entitled to receive severance payments under this Severance
Agreement. 
  

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 10.    This Severance Agreement will be binding upon and inure to the benefit of
(a) the heirs, executors and legal representatives of Mr. Crawford upon Mr. Crawford’s death and (b) any successor of the Company. Any such successor of the Company will be deemed substituted for the Company under the terms
of this Severance Agreement for all purposes. For this purpose, “successor” means any person, firm, corporation or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or
substantially all of the assets or business of the Company. None of the rights of Mr. Crawford to receive any form of compensation payable pursuant to this Severance Agreement may be assigned or transferred except by will or the laws of descent
and distribution. Any other attempted assignment, transfer, conveyance or other disposition of Mr. Crawford’s right to compensation or other benefits will be null and void. 
 11.    This Severance Agreement constitutes the entire agreement between the parties pertaining to the separation of
Mr. Crawford from employment with the Company and its subsidiaries, is intended to apply to the exclusion of all other remedies in the event of such separation and supersedes all prior or contemporaneous agreements whether written or oral. The
Company and Mr. Crawford agree to work together in good faith to consider amendments to this Severance Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or
income recognition under Section 409A prior to actual payment to Mr. Crawford. No waiver, alteration, or modification of any of the provisions of this Severance Agreement will be binding unless in writing and signed by duly authorized
representatives of the parties hereto. 
 12.    In the event that any provision hereof becomes or is declared by a court
of competent jurisdiction to be illegal, unenforceable or void, this Severance Agreement will continue in full force and effect without said provision. 
 13.    This Severance Agreement shall be governed by and construed in accordance with the laws of the State of California (with the exception of its conflict of laws provisions). 
 14.    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 Severance 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. Crawford’s reasonable costs and attorneys’ fees. 
 15.    Mr. Crawford
acknowledges and agrees that Mr. Crawford is executing this Severance Agreement voluntarily and without any duress or undue influence by the Company or anyone else. Mr. Crawford further acknowledges and agrees that he has carefully read
this Severance Agreement and that he has asked any questions needed for him to understand the terms, consequences and binding effect of this Severance Agreement and fully understand it, including that he is waiving his right to a jury trial.
Finally, Mr. Crawford agrees that he has been provided an opportunity to seek the advice of an attorney of his choice before signing this Severance Agreement. 
  

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 16.    This Severance Agreement may be executed in counterparts, and each counterpart
will have the same force and effect as an original and will constitute an effective, binding agreement on the part of each of the undersigned. 
 17.    All notices, requests, demands and other communications called for hereunder will be in writing and will be deemed given (a) on the date of delivery if delivered personally, (b) one (1) day after
being sent overnight by a well established commercial overnight service, or (c) four (4) days after being mailed by registered or certified mail, return receipt requested, prepaid and addressed to the parties or their successors at the
following addresses, or at such other addresses as the parties may later designate in writing: 
 If to the Company:

 Attn: Chairman of the Compensation Committee 
 c/o Corporate Secretary 
 Nanometrics Incorporated 
 1550 Buckeye Drive 
 Milpitas, CA 95035 
 If to Mr. Crawford: 
 at the last residential address known by the Company. 
 Executed as of the date first above written. 
  

			
	NANOMETRICS INCORPORATED
		
	By:	 	 
		 	 Bruce C. Rhine
 Chief Executive
Officer



 AGREED TO AND ACCEPTED: 
  

 Bruce Crawford 
  

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