Exhibit 10.3


AVIZA
TECHNOLOGY, INC.


AMENDED
AND RESTATED

2005 STOCK PLAN















 


TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  	
   

  
	
   

  	
   

  	
  ARTICLE
  1

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PURPOSE

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  General

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  2

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEFINITIONS
  AND CONSTRUCTION

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Definitions

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  3

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SHARES
  SUBJECT TO THE PLAN

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Number of Shares

  	
   

  	
  6

  	
   

  
	
  3.2

  	
   

  	
  Stock Distributed

  	
   

  	
  7

  	
   

  
	
  3.3

  	
   

  	
  Limitation on Number of
  Shares Subject to Awards

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  4

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ELIGIBILITY
  AND PARTICIPATION

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Eligibility

  	
   

  	
  7

  	
   

  
	
  4.2

  	
   

  	
  Actual Participation

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  5

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STOCK
  OPTIONS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  General

  	
   

  	
  7

  	
   

  
	
  5.2

  	
   

  	
  Incentive Stock Options

  	
   

  	
  8

  	
   

  
	
  5.3

  	
   

  	
  Granting Of Options To
  Non-Employee Directors

  	
   

  	
  9

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  6

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RESTRICTED
  STOCK AWARDS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Grant of Restricted
  Stock

  	
   

  	
  10

  	
   

  
	
  6.2

  	
   

  	
  Issuance and
  Restrictions

  	
   

  	
  10

  	
   

  
	
  6.3

  	
   

  	
  Forfeiture

  	
   

  	
  10

  	
   

  
	
  6.4

  	
   

  	
  Certificates For
  Restricted Stock

  	
   

  	
  11

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  7

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  STOCK
  APPRECIATION RIGHTS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Grant of Stock
  Appreciation Rights

  	
   

  	
  11

  	
   

  
	
  7.2

  	
   

  	
  Coupled Stock
  Appreciation Rights

  	
   

  	
  11

  	
   

  
	
  7.3

  	
   

  	
  Independent Stock
  Appreciation Rights

  	
   

  	
  11

  	
   

  




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  7.4

  	
   

  	
  Payment and Limitations
  on Exercise

  	
   

  	
  12

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  8

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OTHER
  TYPES OF AWARDS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Performance Share
  Awards

  	
   

  	
  12

  	
   

  
	
  8.2

  	
   

  	
  Dividend Equivalents

  	
   

  	
  12

  	
   

  
	
  8.3

  	
   

  	
  Stock Payments

  	
   

  	
  12

  	
   

  
	
  8.4

  	
   

  	
  Restricted Stock Units

  	
   

  	
  13

  	
   

  
	
  8.5

  	
   

  	
  Term

  	
   

  	
  13

  	
   

  
	
  8.6

  	
   

  	
  Exercise or Purchase
  Price

  	
   

  	
  13

  	
   

  
	
  8.7

  	
   

  	
  Exercise Upon
  Termination of Employment or Service

  	
   

  	
  13

  	
   

  
	
  8.8

  	
   

  	
  Form of Payment

  	
   

  	
  13

  	
   

  
	
  8.9

  	
   

  	
  Award Agreement

  	
   

  	
  13

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  9

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PERFORMANCE-BASED
  AWARDS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Purpose

  	
   

  	
  14

  	
   

  
	
  9.2

  	
   

  	
  Applicability

  	
   

  	
  14

  	
   

  
	
  9.3

  	
   

  	
  Procedures With Respect
  to Performance-Based Awards

  	
   

  	
  14

  	
   

  
	
  9.4

  	
   

  	
  Payment of
  Performance-Based Awards

  	
   

  	
  14

  	
   

  
	
  9.5

  	
   

  	
  Additional Limitations

  	
   

  	
  15

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  10

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PROVISIONS
  APPLICABLE TO AWARDS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  Stand-Alone and Tandem
  Awards

  	
   

  	
  15

  	
   

  
	
  10.2

  	
   

  	
  Award Agreement

  	
   

  	
  15

  	
   

  
	
  10.3

  	
   

  	
  Limits on Transfer

  	
   

  	
  15

  	
   

  
	
  10.4

  	
   

  	
  Beneficiaries

  	
   

  	
  15

  	
   

  
	
  10.5

  	
   

  	
  Stock Certificates

  	
   

  	
  16

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  11

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CHANGES
  IN CAPITAL STRUCTURE

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.1

  	
   

  	
  Adjustments

  	
   

  	
  16

  	
   

  
	
  11.2

  	
   

  	
  Effect of a Change of
  Control When Awards Are Not Assumed

  	
   

  	
  17

  	
   

  
	
  11.3

  	
   

  	
  Outstanding
  Awards—Certain Mergers

  	
   

  	
  17

  	
   

  
	
  11.4

  	
   

  	
  Outstanding
  Awards—Other Changes

  	
   

  	
  17

  	
   

  
	
  11.5

  	
   

  	
  No Other Rights

  	
   

  	
  17

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  12

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ADMINISTRATION

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12.1

  	
   

  	
  Committee

  	
   

  	
  18

  	
   

  
	
  12.2

  	
   

  	
  Action by the Committee

  	
   

  	
  18

  	
   

  
	
  12.3

  	
   

  	
  Authority of Committee

  	
   

  	
  19

  	
   

  




 ii
 






 



 


	
  12.4

  	
   

  	
  Decisions Binding

  	
   

  	
  19

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  13

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EFFECTIVE
  AND EXPIRATION DATE

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.1

  	
   

  	
  Effective Date

  	
   

  	
  19

  	
   

  
	
  13.2

  	
   

  	
  Expiration Date

  	
   

  	
  20

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  14

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AMENDMENT,
  MODIFICATION, AND TERMINATION

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.1

  	
   

  	
  Amendment,
  Modification, and Termination

  	
   

  	
  20

  	
   

  
	
  14.2

  	
   

  	
  Awards Previously
  Granted

  	
   

  	
  20

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARTICLE
  15

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GENERAL
  PROVISIONS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.1

  	
   

  	
  No Rights to Awards

  	
   

  	
  20

  	
   

  
	
  15.2

  	
   

  	
  No Stockholders Rights

  	
   

  	
  20

  	
   

  
	
  15.3

  	
   

  	
  Withholding

  	
   

  	
  20

  	
   

  
	
  15.4

  	
   

  	
  No Right to Employment
  or Services

  	
   

  	
  21

  	
   

  
	
  15.5

  	
   

  	
  Unfunded Status of
  Awards

  	
   

  	
  21

  	
   

  
	
  15.6

  	
   

  	
  Indemnification

  	
   

  	
  21

  	
   

  
	
  15.7

  	
   

  	
  Relationship to Other
  Benefits

  	
   

  	
  21

  	
   

  
	
  15.8

  	
   

  	
  Expenses

  	
   

  	
  21

  	
   

  
	
  15.9

  	
   

  	
  Titles and Headings

  	
   

  	
  21

  	
   

  
	
  15.10

  	
   

  	
  Fractional Shares

  	
   

  	
  21

  	
   

  
	
  15.11

  	
   

  	
  Limitations Applicable
  to Section 16 Persons

  	
   

  	
  22

  	
   

  
	
  15.12

  	
   

  	
  Government And Other
  Regulations

  	
   

  	
  22

  	
   

  
	
  15.13

  	
   

  	
  Savings Clause

  	
   

  	
  22

  	
   

  
	
  15.14

  	
   

  	
  Governing Law

  	
   

  	
  22

  	
   

  
	
  15.15

  	
   

  	
  2005 Stock Plan

  	
   

  	
  22

  	
   

  



 



 iii














 


 


AVIZA TECHNOLOGY, INC.


AMENDED AND RESTATED


2005 STOCK PLAN


 


ARTICLE 1


PURPOSE


 


                1.1           General.  The purpose of the Aviza Technology, Inc.
Amended and Restated 2005 Stock Plan (the “Plan”)
is to promote the success and enhance the value of Aviza Technology, Inc. (the “Company”) by
linking the personal interests of the members of the Board, employees,
consultants, officers, and executives of the Company and any Subsidiary, to
those of Company stockholders and by providing such individuals with an
incentive for outstanding performance to generate superior returns to Company
stockholders.  The Plan is further
intended to provide flexibility to the Company in its ability to motivate,
attract, and retain the services of members of the Board, employees,
consultants, officers, and executives of the Company upon whose judgment,
interest, and special effort the successful conduct of the Company’s operation
is largely dependent.


 


ARTICLE 2


DEFINITIONS AND CONSTRUCTION


 


                2.1           Definitions. 
The following words and phrases shall have the following meanings:


 


(a)           “Award” means an Option, a
Restricted Stock award, a Stock Appreciation Right award, a Performance Share
award, a Dividend Equivalents award, a Stock Payment award, a Restricted Stock
Unit award, or a Performance-Based Award granted to a Participant pursuant to
the Plan.


(b)           “Award Agreement” means any
written agreement, contract, or other instrument or document evidencing an
Award.


(c)           “Board” means the Board of
Directors of the Company.


(d)           “Cause” includes one or more
of the following: (i) the commission of an act of fraud, embezzlement or
dishonesty by a Participant that has a material adverse impact on the Company
or any successor or parent or Subsidiary thereof; (ii) a conviction of, or plea
of “guilty” or “no contest” to, a felony by a Participant; (iii) any
unauthorized use or disclosure by a Participant of confidential information or
trade secrets of the Company or any successor or parent or Subsidiary thereof
that has a material adverse impact on any such entity or (iv) any other
intentional misconduct by a Participant that has a material adverse impact on
the Company or any successor or parent or Subsidiary thereof.  However, if the term or concept of “Cause”
has been defined in an agreement between a Participant and the Company or any
successor or parent or Subsidiary thereof, then “Cause” shall have the
definition set forth in such agreement. 
The foregoing definition shall not in any way preclude or restrict the
right of the Company or any successor or parent or Subsidiary thereof to
discharge or dismiss any Participant in the service of such entity for any
other acts or omissions, but such other acts or omissions shall not be deemed,
for purposes of this Plan, to constitute grounds for termination for Cause.



 1














 


 


(e)           “Change of Control” means and
includes each of the following:


(1)           the
acquisition, directly or indirectly, by any “person” or “group” (as those terms
are defined in Sections 3(a)(9), 13(d) and 14(d) of the Exchange Act and the
rules thereunder) of “beneficial ownership” (as determined pursuant to Rule
13d-3 under the Exchange Act) of securities entitled to vote generally in the
election of directors (“voting securities”) of the Company that represent 50%
or more of the combined voting power of the Company’s then outstanding voting
securities, other than:


(A)          an
acquisition by a trustee or other fiduciary holding securities under any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any person controlled by the Company or by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any person controlled
by the Company, or


(B)           an
acquisition of voting securities by the Company or a corporation owned,
directly or indirectly by the stockholders of the Company in substantially the
same proportions as their ownership of the stock of the Company;


Notwithstanding the foregoing, the following event shall not constitute an “acquisition”
by any person or group for purposes of this subsection (e): an acquisition
of the Company’s securities by the Company that causes the Company’s voting
securities beneficially owned by a person or group to represent 50% or more of
the combined voting power of the Company’s then outstanding voting securities; provided, however, that
if a person or group shall become the beneficial owner of 50% or more of the
combined voting power of the Company’s then outstanding voting securities by
reason of share acquisitions by the Company as described above and shall, after
such share acquisitions by the Company, become the beneficial owner of any
additional voting securities of the Company, then such acquisition shall
constitute a Change of Control; or


(2)           during
any period of two consecutive years, individuals who, at the beginning of such
period, constitute the Board together with any new director(s) (other than a
director designated by a person who shall have entered into an agreement with
the Company to effect a transaction described in clauses (1) or (3) of this
subsection (e)) whose election by the Board or nomination for election by the
Company’s stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of
the two year period or whose election or nomination for election was previously
so approved, cease for any reason to constitute a majority thereof; or


(3)           the
consummation by the Company (whether directly involving the Company or
indirectly involving the Company through one or more intermediaries) of (x) a
merger, consolidation, reorganization, or business combination or (y) a sale or
other disposition of all or substantially all of the Company’s assets or (z)
the acquisition of assets or stock of another entity, in each case other than a
transaction:


(A)          which
results in the Company’s voting securities outstanding immediately before the
transaction continuing to represent (either by remaining outstanding or by
being converted into voting securities of the Company or the person that, as a



 2
 






 



result of the transaction, controls, directly or indirectly, the
Company or owns, directly or indirectly, all or substantially all of the
Company’s assets or otherwise succeeds to the business of the Company (the
Company or such person, the “Successor Entity”)) directly or indirectly, at least a
majority of the combined voting power of the Successor Entity’s outstanding
voting securities immediately after the transaction, and


(B)           after
which no person or group beneficially owns voting securities representing 50%
or more of the combined voting power of the Successor Entity; provided,
however, that no person or group shall be treated for purposes of this clause
(B) as beneficially owning 50% or more of combined voting power of the
Successor Entity solely as a result of the voting power held in the Company
prior to the consummation of the transaction; or


(4)           the
Company’s stockholders approve a liquidation or dissolution of the Company.


The Committee shall have full and final authority,
which shall be exercised in its discretion, to determine conclusively whether a
Change of Control of the Company has occurred pursuant to the above definition,
and the date of the occurrence of such Change of Control and any incidental
matters relating thereto.


(f)            “Code” means the Internal Revenue
Code of 1986, as amended.


(g)           “Committee” means the committee of
the Board described in Article 12.


(h)           “Covered Employee” means an Employee
who is, or could be, a “covered employee” within the meaning of Section 162(m)
of the Code.


(i)            “Disability” means, for purposes of
this Plan, that the Participant qualifies to receive long-term disability
payments under the Company’s long-term disability insurance program, as it may
be amended from time to time.


(j)            “Dividend Equivalents” means a right
granted to a Participant pursuant to Article 8 to receive the equivalent value
(in Stock) of dividends paid on Stock.


(k)           “Effective Date” means the first date
upon which Stock is listed (or approved for listing) upon notice of issuance on
any securities exchange or designated (or approved for designation) upon notice
of issuance as a national market security on an interdealer quotation system.


(l)            “Employee” means any officer or other
employee (as defined in accordance with Section 3401(c) of the Code) of the Company
or any Subsidiary or Parent.


(m)          “Equity Restructuring” means a
non-reciprocal transaction between the Company and its stockholders, such as a
stock dividend, stock split, spin-off, rights offering or recapitalization
through a large, nonrecurring cash dividend, that affects the shares of Stock
(or other securities of the Company) or the share price of Stock (or other
securities) and causes a change in the per share value of the Stock underlying
outstanding Awards.



 3
 






 



(n)           “Exchange Act” means the Securities
Exchange Act of 1934, as amended.


(o)           “Fair Market Value” shall mean, as of
any date, the value of Stock determined as follows:


                (1)           If the Stock is listed on any
established stock exchange or a national market system, 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 date of determination, as reported in The Wall Street Journal or such other source as the
Committee deems reliable;


                (2)           If the Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean of the closing bid and asked prices for the
Stock on the date prior to the date of determination as reported in The Wall Street Journal or such other source as the
Committee deems reliable; or


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


(p)           “Incentive Stock Option” means an
Option that is intended to meet the requirements of Section 422 of the Code or
any successor provision thereto.


(q)           “Non-Employee Director” means a
member of the Board who qualifies as a “Non-Employee Director” as defined in
Rule 16b-3(b)(3) of the Exchange Act, or any successor definition adopted by
the Board.  For the avoidance of doubt,
this does not include any member of the board of directors of any Parent or
Subsidiary who is not also a member of the Board.


(r)            “Non-Qualified Stock Option” means an
Option that is not intended to be an Incentive Stock Option.


(s)           “Option” means a right granted to a
Participant pursuant to Article 5 of the Plan to purchase a specified number of
shares of Stock at a specified price during specified time periods.  An Option may be either an Incentive Stock
Option or a Non-Qualified Stock Option.


(t)            “Parent” shall mean any corporation
(other than the Company) in an unbroken chain of corporations, ending with the
Company, provided each corporation in the unbroken chain (other than the
Company) owns at the time of such determination, stock possessing fifty percent
(50%) or more of the total combined voting power of all the classes of stock in
one of the other corporations in such chain.


(u)           “Participant” means a person who, as
an Employee, a member of the board of, or a consultant, to the Company or any
Subsidiary or Parent, has been granted an Award pursuant to the Plan.


(v)           “Performance-Based Award” means an
Award granted to selected Covered Employees pursuant to Articles 6 and 8, but
which is subject to the terms and conditions



 4
 






 



set forth in Article 9. All Performance-Based Awards
are intended to qualify as Qualified Performance-Based Compensation.


(w)          “Performance Criteria” means
the criteria that the Committee selects for purposes of establishing the
Performance Goal or Performance Goals for a Participant for a Performance
Period.  The Performance Criteria that
will be used to establish Performance Goals are limited to the following: net earnings
(either before or after interest, taxes, depreciation and amortization), net
losses, sales or revenue, operating earnings, operating cash flow, return on
net assets, return on stockholders’ equity, return on assets, return on
capital, stockholder returns, gross or net profit margin, earnings per share,
price per share of Stock, and market share, economic value added, return on
sale, productivity, expenses, margins, operating efficiency, worker
satisfaction and working capital, any of which may be measured either in
absolute terms or as compared to any incremental increase or as compared to
results of a peer group.  The Committee
shall, within the time prescribed by Section 162(m) of the Code, define in an
objective fashion the manner of calculating the Performance Criteria it selects
to use for such Performance Period for such Participant.


(x)            “Performance Goals” means, for
a Performance Period, the goals established in writing by the Committee for the
Performance Period based upon the Performance Criteria.  Depending on the Performance Criteria used to
establish such Performance Goals, the Performance Goals may be expressed in
terms of overall Company performance or the performance of a division, business
unit, or an individual.  The Committee,
in its discretion, may, within the time prescribed by Section 162(m) of the
Code, adjust or modify the calculation of Performance Goals for such
Performance Period in order to prevent the dilution or enlargement of the
rights of Participants (i) in the event of, or in anticipation of, any unusual
or extraordinary corporate item, transaction, event, or development, or (ii) in
recognition of, or in anticipation of, any other unusual or nonrecurring events
affecting the Company, or the financial statements of the Company, or in
response to, or in anticipation of, changes in applicable laws, regulations,
accounting principles, or business conditions.


(y)           “Performance Period” means the
one or more periods of time, which may be of varying and overlapping durations,
as the Committee may select, over which the attainment of one or more
Performance Goals will be measured for the purpose of determining a Participant’s
right to, and the payment of, a Performance-Based Award.


(z)            “Performance Share” means a
right granted to a Participant pursuant to Article 8, to receive cash, Stock,
or other Awards, the payment of which is contingent upon achieving certain
performance goals established by the Committee.


(aa)         “Plan” means this Aviza
Technology, Inc. Amended and Restated 2005 Stock Plan, as it may be amended
from time to time.


(bb)         “Qualified Performance-Based Compensation”
means any compensation that is intended to qualify as “qualified
performance-based compensation” as described in Section 162(m)(4)(C) of the
Code.


 



 5














 


(cc)         “Restricted Stock” means Stock
awarded to a Participant pursuant to Article 6 that is subject to certain
restrictions and to risk of forfeiture.


(dd)         “Restricted Stock Unit” means
a right to receive a specified number of shares of Stock during specified time
periods pursuant to Article 8.


(ee)         “Stock” means the common stock
of the Company and such other securities of the Company that may be substituted
for Stock pursuant to Article 11.


(ff)           “Stock Appreciation Right” or “SAR” means a right granted
pursuant to Article 7 to receive a payment equal to the excess of the Fair
Market Value of a specified number of shares of Stock on the date the SAR is
exercised over the Fair Market Value on the date the SAR was granted as set
forth in the applicable Award Agreement.


(gg)         “Stock Payment” means (a) a
payment in the form of shares of Stock, or (b) an option or other right to
purchase shares of Stock, as part of any bonus, deferred compensation or other
arrangement, made in lieu of all or any portion of the compensation, granted
pursuant to Article 8.


(hh)         “Subsidiary” means any
corporation or other entity of which a majority of the outstanding voting stock
or voting power is beneficially owned directly or indirectly by the Company.


ARTICLE 3

SHARES SUBJECT TO THE PLAN


3.1           Number
of Shares.


(a)           Subject
to Article 11, the aggregate number of shares of Stock which may be issued or
transferred pursuant to Awards under the Plan shall be one million five hundred
thousand (1,500,000) shares.  In addition
to the foregoing, subject to Article 11, commencing on the first day of the
Company’s 2006 fiscal year and on the first day of each fiscal year thereafter
during the term of the Plan, the number of shares of Stock which may be issued
or transferred pursuant to Awards under the Plan shall be increased by that
number of shares of Stock equal to the least of the following: (i) four percent
(4%) of the total number of shares outstanding, calculated on a fully diluted
basis, on the last trading day of the immediately preceding fiscal year, (ii)
one million five hundred thousand (1,500,000) shares or (iii) a lesser amount
determined by the Board.  Notwithstanding
anything to the contrary herein, the maximum aggregate number of shares of Stock
that may be issued or transferred pursuant to Incentive Stock Options under the
Plan during the term of the Plan is fifteen million (15,000,000), subject to
Article 11.  The payment of Dividend
Equivalents in conjunction with any outstanding Awards shall not be counted
against the shares available for issuance under the Plan.


(b)           To
the extent that an Award terminates, expires, or lapses for any reason, any
shares of Stock subject to the Award shall again be available for the grant of
an Award pursuant to the Plan. 
Additionally, any shares of Stock tendered or withheld to satisfy the
grant or exercise price or tax withholding obligation pursuant to any Award
shall again be available for the grant of an Award pursuant to the Plan.  To the extent permitted by applicable law or
any 



 6
 






 



exchange rule, shares of Stock issued in assumption
of, or in substitution for, any outstanding awards of any entity acquired in
any form of combination by the Company or any Subsidiary shall not be counted
against shares of Stock available for grant pursuant to this Plan.


(c)           Notwithstanding
the provisions of this Section 3.1 no shares of Stock may again be optioned,
granted or awarded if such action would cause an Incentive Stock Option to fail
to qualify as an Incentive Stock Option under Code Section 422.


3.2           Stock
Distributed.  Any Stock distributed
pursuant to an Award may consist, in whole or in part, of authorized and
unissued Stock, treasury Stock or Stock purchased on the open market.


3.3           Limitation
on Number of Shares Subject to Awards. 
Notwithstanding any provision in the Plan to the contrary, and subject
to Article 11, the maximum number of shares of Stock with respect to one
or more Awards that may be granted to any one Participant during a calendar
year shall be five hundred thousand (500,000).


ARTICLE 4

ELIGIBILITY AND PARTICIPATION


4.1           Eligibility.


(a)           General.  Persons eligible to participate in this Plan
include Employees, and consultants the Company or any Subsidiary or Parent and
all members of the boards of directors of the Company or any Subsidiary or
Parent, as determined by the Committee.


(b)           Foreign
Participants.  In order to assure the
viability of Awards granted to Participants employed in foreign countries, the
Committee may provide for such special terms as it may consider necessary or
appropriate to accommodate differences in local law, tax policy, or
custom.  Moreover, the Committee may
approve such supplements to, or amendments, restatements, or alternative
versions of, the Plan as it may consider necessary or appropriate for such
purposes without thereby affecting the terms of the Plan as in effect for any
other purpose; provided, however,
that no such supplements, amendments, restatements, or alternative versions
shall increase the share limitations contained in Sections 3.1 and 3.3 of the
Plan.


4.2           Actual
Participation.  Subject to the
provisions of the Plan, the Committee may, from time to time, select from among
all eligible individuals, those to whom Awards shall be granted and shall
determine the nature and amount of each Award. 
No individual shall have any right to be granted an Award pursuant to
this Plan.


ARTICLE 5

STOCK OPTIONS


5.1           General.  The Committee is authorized to grant Options
to Participants on the following terms and conditions:


(a)           Exercise
Price.  The exercise price per share of
Stock subject to an Option shall be determined by the Committee and set forth
in the Award Agreement; provided that the




 7
 






 



exercise price for any Option shall not be less than
100% of the Fair Market Value of a share of Stock on the date of grant.


(b)           Time
And Conditions Of Exercise.  The
Committee shall determine the time or times at which an Option may be exercised
in whole or in part, provided that
the term of any Option granted under the Plan shall not exceed ten years, and provided further, that in the case of a Non-Qualified Stock
Option, such Option shall be exercisable for one year after the date of the
Participant’s death, provided that this one (1) year period does not exceed the
Option’s ten (10) year term, as described above.  The Committee shall also determine the
performance or other conditions, if any, that must be satisfied before all or
part of an Option may be exercised.


(c)           Payment.  The Committee shall determine the methods by
which the exercise price of an Option may be paid, the form of payment,
including, without limitation, cash, promissory note bearing interest at no
less than such rate as shall then preclude the imputation of interest under the
Code, shares of Stock held for longer than six months having a Fair Market Value
on the date of delivery equal to the aggregate exercise price of the Option or
exercised portion thereof, or other property acceptable to the Committee
(including through the delivery of a notice that the Participant has placed a
market sell order with a broker with respect to shares of Stock then issuable
upon exercise of the Option, and that the broker has been directed to pay a
sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the Option exercise price, provided that
payment of such proceeds is then made to the Company upon settlement of such
sale), and the methods by which shares of Stock shall be delivered or deemed to
be delivered to Participants. 
Notwithstanding any other provision of the Plan to the contrary, no Participant
who is a member of the Board or an “executive officer” of the Company within
the meaning of Section 13(k) of the Exchange Act shall be permitted to pay the
exercise price of an Option in any method which would violate Section 13(k).


(d)           Evidence
Of Grant.  All Options shall be evidenced
by a written Award Agreement between the Company and the Participant.  The Award Agreement shall include such
additional provisions as may be specified by the Committee.


5.2           Incentive
Stock Options.  Incentive Stock
Options shall be granted only to Employees who are employed by the Company or
any subsidiary corporation within the meaning of Code Section 424(f) and the
terms of any Incentive Stock Options granted pursuant to the Plan must comply
with the following additional provisions of this Section 5.2:


(a)           Exercise
Price.  The exercise price per share of
Stock shall be set by the Committee, provided that the exercise price for any
Incentive Stock Option shall not be less than 100% of the Fair Market Value on
the date of grant.


(b)           Expiration
Of Option.  An Incentive Stock Option may
not be exercised to any extent by anyone after the first to occur of the
following events:


(1)           Ten
years from the date it is granted, unless an earlier time is set in the Award
Agreement.



 8
 






 



(2)           One
year after the date of the Participant’s termination of employment or service
on account of Disability or death, unless in the case of death a shorter or
longer period is designated in the Award Agreement.  Upon the Participant’s Disability or death,
any Incentive Stock Options exercisable at the Participant’s Disability or
death may be exercised by the Participant’s legal representative or
representatives, by the person or persons entitled to do so pursuant to the
Participant’s last will and testament, or, if the Participant fails to make
testamentary disposition of such Incentive Stock Option or dies intestate, by
the person or persons entitled to receive the Incentive Stock Option pursuant
to the applicable laws of descent and distribution.


(c)           Individual
Dollar Limitation.  The aggregate Fair
Market Value (determined as of the time the Option is granted) of all shares of
Stock with respect to which Incentive Stock Options are first exercisable by a
Participant in any calendar year may not exceed $100,000.00 or such other
limitation as imposed by Section 422(d) of the Code, or any successor
provision.  To the extent that Incentive
Stock Options are first exercisable by a Participant in excess of such limitation,
the excess shall be considered Non-Qualified Stock Options.


(d)           Ten
Percent Owners.  An Incentive Stock
Option shall be granted to any individual who, at the date of grant, owns stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Company (or any parent and subsidiary corporations,
within the meaning of Code Section 424(e) and (f)) only if such Option is
granted at a price that is not less than 110% of Fair Market Value on the date
of grant and the Option is exercisable for no more than five years from the
date of grant.


(e)           Transfer
Restriction.  The Participant shall give
the Company prompt notice of any disposition of shares of Stock acquired by
exercise of an Incentive Stock Option within (1) two years from the date of
grant of such Incentive Stock Option or (2) one year after the transfer of such
shares of Stock to the Participant.


(f)            Expiration
Of Incentive Stock Options.  No Award of
an Incentive Stock Option may be made pursuant to this Plan after the
Expiration Date (as defined in Section 13.2).


(g)           Right
To Exercise.  During a Participant’s
lifetime, an Incentive Stock Option may be exercised only by the Participant.


5.3           Granting
Of Options To Non-Employee Directors.


(a)           During
the term of the Plan, a person who first becomes a Non-Employee Director on or
after the Effective Date, and was not previously a member of the board of
directors of Aviza Technology, Inc. or Trikon Technologies, Inc., automatically
shall be granted an Option to purchase 20,000 shares of Stock (an “Initial Option”).  Upon the Effective Date and continuing on
each of the Company’s subsequent annual meetings of the stockholders,
Non-Employee Directors automatically shall be granted an Option to purchase
20,000 shares of Stock effective as of each annual meeting of the stockholders
(an “Annual Option”); provided, he or
she continues to serve as member of the Board as of such date.  For the avoidance of doubt, a Non-Employee
Director who is either (i) elected for the first time to the Board at an annual




 9
 






 



meeting of stockholders or (ii) appointed for the
first time to the Board by majority vote of the Board shall only receive an
Initial Option in connection with such election, and shall not receive an
Annual Option on the date following such meeting as well.  Members of the Board who are employees of the
Company who subsequently retire from the Company and remain on the Board will
not receive an Initial Option grant but to the extent they are otherwise
eligible, will receive, at each annual meeting of stockholders after his or her
retirement from employment with the Company, an Annual Option grant.


(b)           Options
granted to Non-Employee Directors shall be Non-Qualified Stock Options.  The per Share price of each Option granted to
an Non-Employee Director shall equal 100% of the Fair Market Value of a share
of Common Stock on the date the Option is granted.  Initial Options shall become vested and
exercisable in three (3) equal annual installments over the three (3) year
period commencing with the date of grant. 
Annual Options shall become vested and exercisable in four (4) equal
quarterly installments over the twelve (12) month period following their date
of grant.  The term of each Option
granted to an Non-Employee Director shall be ten (10) years from the date the
Option is granted.  Upon a Director’s
termination of membership on the Board for any reason, his or her Option
granted under Section 5.3(a) shall remain exercisable for twelve (12) months
following his or her termination of membership on the Board (or such longer
period as the Board may determine in its discretion on or after the date of
grant of such Option).  Unless otherwise
determined by the Board on or after the date of grant of such Option, no
portion of an Option granted under Section 5.3(a) which is unexercisable at the
time of an Non-Employee Director’s termination of membership on the Board shall
thereafter become exercisable.


ARTICLE 6

RESTRICTED STOCK AWARDS


6.1           Grant
of Restricted Stock.  The Committee
is authorized to make Awards of Restricted Stock to any Participant selected by
the Committee in such amounts and subject to such terms and conditions as
determined by the Committee, provided, however, that any Participant shall pay
a minimum of par value for each share of Restricted Stock received.  All Awards of Restricted Stock shall be
evidenced by a written Restricted Stock Award Agreement.


6.2           Issuance
and Restrictions.  Restricted Stock
shall be subject to such restrictions on transferability and other restrictions
as the Committee may impose (including, without limitation, limitations on the
right to vote Restricted Stock or the right to receive dividends on the
Restricted Stock).  These restrictions
may lapse separately or in combination at such times, pursuant to such
circumstances, in such installments, or otherwise, as the Committee determines
at the time of the grant of the Award or thereafter.


6.3           Forfeiture.  Except as otherwise determined by the
Committee at the time of the grant of the Award or thereafter, upon termination
of employment or service during the applicable restriction period, Restricted
Stock that is at that time subject to restrictions shall be forfeited; provided, however,
that the Committee may provide in any Restricted Stock Award Agreement that
restrictions or forfeiture conditions relating to Restricted Stock will be
waived in whole or in part in the event of terminations resulting from
specified causes, and the Committee 



 10
 






 



may in other cases waive in whole or in part
restrictions or forfeiture conditions relating to Restricted Stock.


6.4           Certificates
For Restricted Stock.  Restricted
Stock granted pursuant to the Plan may be evidenced in such manner as the
Committee shall determine.  If
certificates representing shares of Restricted Stock are registered in the name
of the Participant, certificates must bear an appropriate legend referring to
the terms, conditions, and restrictions applicable to such Restricted Stock,
and the Company may, at its discretion, retain physical possession of the
certificate until such time as all applicable restrictions lapse.


ARTICLE 7

STOCK APPRECIATION RIGHTS


7.1           Grant
of Stock Appreciation Rights.  A
Stock Appreciation Right may be granted to any Participant selected by the
Committee.  A Stock Appreciation Right
may be granted (a) in connection and simultaneously with the grant of an
Option, (b) with respect to a previously granted Option, or (c) independent of
an Option.  A Stock Appreciation Right
shall be subject to such terms and conditions not inconsistent with the Plan as
the Committee shall impose and shall be evidenced by an Award Agreement.


7.2           Coupled
Stock Appreciation Rights.


(a)           A
Coupled Stock Appreciation Right (“CSAR”)
shall be related to a particular Option and shall be exercisable only when and
to the extent the related Option is exercisable.


(b)           A
CSAR may be granted to a Participant for no more than the number of shares
subject to the simultaneously or previously granted Option to which it is
coupled.


(c)           A
CSAR shall entitle the Participant (or other person entitled to exercise the
Option pursuant to the Plan) to surrender to the Company unexercised a portion
of the Option to which the CSAR relates (to the extent then exercisable
pursuant to its terms) and to receive from the Company in exchange therefor an
amount determined by multiplying the difference obtained by subtracting the
Option exercise price from the Fair Market Value of a share of Stock on the
date of exercise of the CSAR by the number of shares of Stock with respect to
which the CSAR shall have been exercised, subject to any limitations the
Committee may impose.


7.3           Independent
Stock Appreciation Rights.


(a)           An
Independent Stock Appreciation Right (“ISAR”)
shall be unrelated to any Option and shall have a term set by the
Committee.  An ISAR shall be exercisable
in such installments as the Committee may determine.  An ISAR shall cover such number of shares of
Stock as the Committee may determine. 
The exercise price per share of Stock subject to each ISAR shall be set
by the Committee at no less than 100% of Fair Market Value; provided, however, that,
the Committee in its sole and absolute discretion may provide that the ISAR may
be exercised subsequent to a termination of employment or service, as
applicable, or following a Change of Control of the Company, or because of the
Participant’s retirement, death or disability, or otherwise.



 11














 


 


(b)           An
ISAR shall entitle the Participant (or other person entitled to exercise the
ISAR pursuant to the Plan) to exercise all or a specified portion of the ISAR
(to the extent then exercisable pursuant to its terms) and to receive from the
Company an amount determined by multiplying the difference obtained by
subtracting the exercise price per share of the ISAR from the Fair Market Value
of a share of Stock on the date of exercise of the ISAR by the number of shares
of Stock with respect to which the ISAR shall have been exercised, subject to
any limitations the Committee may impose.


7.4           Payment
and Limitations on Exercise.


(a)           Payment
of the amounts determined under Section 7.2(c) and 7.3(b) above shall be in
Stock (based on its Fair Market Value as of the date the Stock Appreciation
Right is exercised) or a combination of both, as determined by the Committee.


(b)           To
the extent any payment under Section 7.2(c) or 7.3(b) is effected in Stock it
shall be made subject to satisfaction of all provisions of Article 5 above
pertaining to Options.


ARTICLE 8

OTHER TYPES OF AWARDS


8.1           Performance
Share Awards.  Any Participant
selected by the Committee may be granted one or more Performance Share awards
which may be denominated in a number of shares of Stock or in a dollar value of
shares of Stock and which may be linked to any one or more of the Performance
Criteria or other specific performance criteria determined appropriate by the
Committee, in each case on a specified date or dates or over any period or
periods determined by the Committee.  In
making such determinations, the Committee shall consider (among such other
factors as it deems relevant in light of the specific type of award) the
contributions, responsibilities and other compensation of the particular Participant.


8.2           Dividend
Equivalents.


(a)           Any
Participant selected by the Committee may be granted Dividend Equivalents based
on the dividends declared on the shares of Stock that are subject to any Award,
to be credited as of dividend payment dates, during the period between the date
the Award is granted and the date the Award is exercised, vests or expires, as
determined by the Committee to the extent allowed by all applicable laws.  Such Dividend Equivalents shall be converted
to cash or additional shares of Stock by such formula and at such time and
subject to such limitations as may be determined by the Committee, to the
extent allowed under applicable laws and in compliance with the requirements of
Section 409A of the Code, or any applicable regulations or guidance promulgated
by the Secretary of the Treasury in connection therewith.


(b)           Dividend
Equivalents granted with respect to Options or SARs that are intended to be
Qualified Performance-Based Compensation shall be payable, with respect to
pre-exercise periods, regardless of whether such Option or SAR is subsequently
exercised.


8.3           Stock
Payments.  Any Participant selected
by the Committee may receive Stock Payments in the manner determined from time
to time by the Committee.  The number of
shares 



 12
 






 



shall be determined by the Committee and may be based upon the
Performance Criteria or other specific performance criteria determined
appropriate by the Committee, determined on the date such Stock Payment is made
or on any date thereafter.


8.4           Restricted
Stock Units.  Any Participant
selected by the Committee may be granted an award of Restricted Stock Units in
the manner determined from time to time by the Committee in a manner consistent
with all applicable laws, and in compliance with the requirements of Section
409A of the Code, or any applicable regulations or guidance promulgated by the
Secretary of the Treasury in connection therewith.  The number of Restricted Stock Units shall be
determined by the Committee and may be linked to the Performance Criteria or
other specific performance criteria determined to be appropriate by the
Committee, in each case on a specified date or dates or over any period or
periods determined by the Committee. 
Stock underlying a Restricted Stock Unit award will not be issued until
the Restricted Stock Unit award has vested, pursuant to a vesting schedule or
performance criteria set by the Committee. 
Unless otherwise provided by the Committee, a Participant awarded
Restricted Stock Units shall have no rights as a Company stockholder with
respect to such Restricted Stock Units until such time as the Restricted Stock
Units have vested and the Stock underlying the Restricted Stock Units has been
issued.


8.5           Term.  The term of any Award of Performance Shares,
Dividend Equivalents, Stock Payments or Restricted Stock Units shall be set by
the Committee in its discretion.


8.6           Exercise
or Purchase Price.  The Committee may
establish the exercise or purchase price of any Award of Performance Shares,
Restricted Stock Units or Stock Payments; provided, however, that such price shall not be less than restricted
by all applicable state or federal laws, including Section 409A of the Code or
any applicable regulations or guidance promulgated by the Secretary of the
Treasury in connection therewith.


8.7           Exercise
Upon Termination of Employment or Service. 
An Award of Performance Shares, Dividend Equivalents, Restricted Stock
Units and Stock Payments shall only be exercisable or payable while the
Participant is an Employee, consultant to the Company or a member of the Board,
as applicable; provided, however,
that the Committee in its sole and absolute discretion may provide that an
Award of Performance Shares, Dividend Equivalents, Stock Payments or Restricted
Stock Units may be exercised or paid subsequent to a termination of employment
or service, as applicable, or following a Change of Control of the Company, or
because of the Participant’s retirement, death or disability, or otherwise; provided, however, that
any such provision with respect to Performance Shares shall be subject to the
requirements of Section 162(m) of the Code that apply to Qualified
Performance-Based Compensation; provided further,
such discretion shall only be exercisable to the extent allowed by all
applicable laws.


8.8           Form
of Payment.  Payments with respect to
any Awards granted under this Article 8 shall be made in cash, in Stock or a
combination of both, as determined by the Committee.


8.9           Award
Agreement.  All Awards under this
Article 8 shall be subject to such additional terms and conditions as
determined by the Committee and shall be evidenced by a written Award
Agreement.



 13
 






 



 


ARTICLE 9

PERFORMANCE-BASED AWARDS


9.1           Purpose.  The purpose of this Article 9 is to provide
the Committee the ability to qualify Awards other than Options and SARs and
that are granted pursuant to Articles 6 and 8 as Qualified Performance-Based
Compensation.  If the Committee, in its
discretion, decides to grant a Performance-Based Award to a Covered Employee,
the provisions of this Article 9 shall control over any contrary provision
contained in Articles 6 or 8; provided, however, that the Committee may in its discretion grant
Awards to Covered Employees that are based on Performance Criteria or
Performance Goals but that do not satisfy the requirements of this Article 9.


9.2           Applicability.  This Article 9 shall apply only to those
Covered Employees selected by the Committee to receive Performance-Based
Awards.  The designation of a Covered
Employee as a Participant for a Performance Period shall not in any manner
entitle the Participant to receive an Award for the period.  Moreover, designation of a Covered Employee
as a Participant for a particular Performance Period shall not require
designation of such Covered Employee as a Participant in any subsequent
Performance Period and designation of one Covered Employee as a Participant
shall not require designation of any other Covered Employees as a Participant
in such period or in any other period.


9.3           Procedures
With Respect to Performance-Based Awards. 
To the extent necessary to comply with the Qualified Performance-Based
Compensation requirements of Section 162(m)(4)(C) of the Code, with respect to
any Award granted under Articles 6 and 8 which may be granted to one or more
Covered Employees, no later than ninety (90) days following the commencement of
any fiscal year in question or any other designated fiscal period or period of
service (or such other time as may be required or permitted by Section 162(m)
of the Code), the Committee shall, in writing, (i) designate one or more
Covered Employees, (ii) select the Performance Criteria applicable to the
Performance Period, (iii) establish the Performance Goals, and amounts of such
Awards, as applicable, which may be earned for such Performance Period, and
(iv) specify the relationship between Performance Criteria and the Performance
Goals and the amounts of such Awards, as applicable, to be earned by each
Covered Employee for such Performance Period. 
Following the completion of each Performance Period, the Committee shall
certify in writing whether the applicable Performance Goals have been achieved
for such Performance Period.  In
determining the amount earned by a Covered Employee, the Committee shall have
the right to reduce or eliminate (but not to increase) the amount payable at a
given level of performance to take into account additional factors that the
Committee may deem relevant to the assessment of individual or corporate
performance for the Performance Period.


9.4           Payment
of Performance-Based Awards.  Unless
otherwise provided in the applicable Award Agreement, a Participant must be
employed by the Company or a Subsidiary on the day a Performance-Based Award
for such Performance Period is paid to the Participant.  Furthermore, a Participant shall be eligible
to receive payment pursuant to a Performance-Based Award for a Performance
Period only if the Performance Goals for such period are achieved.  In determining the amount earned under a
Performance-Based Award, the Committee may reduce or eliminate the amount of
the Performance-Based Award earned for the Performance Period, if in its sole
and absolute discretion, such reduction or elimination is appropriate.



 14
 






 



 


9.5           Additional
Limitations.  Notwithstanding any
other provision of the Plan, any Award which is granted to a Covered Employee
and is intended to constitute Qualified Performance-Based Compensation shall be
subject to any additional limitations set forth in Section 162(m) of the Code
(including any amendment to Section 162(m) of the Code) or any regulations or
rulings issued thereunder that are requirements for qualification as qualified
performance-based compensation as described in Section 162(m)(4)(C) of the
Code, and the Plan shall be deemed amended to the extent necessary to conform
to such requirements.


ARTICLE 10

PROVISIONS APPLICABLE TO AWARDS


10.1         Stand-Alone
and Tandem Awards.  Awards granted
pursuant to the Plan may, in the discretion of the Committee, be granted either
alone, in addition to, or in tandem with, any other Award granted pursuant to
the Plan.  Awards granted in addition to
or in tandem with other Awards may be granted either at the same time as or at
a different time from the grant of such other Awards.


10.2         Award
Agreement.  Awards under the Plan
shall be evidenced by Award Agreements that set forth the terms, conditions and
limitations for each Award which may include the term of an Award, the
provisions applicable in the event the Participant’s employment or service
terminates, and the Company’s authority to unilaterally or bilaterally amend,
modify, suspend, cancel or rescind an Award.


10.3         Limits
on Transfer.  No right or interest of
a Participant in any Award may be pledged, encumbered, or hypothecated to or in
favor of any party other than the Company or a Subsidiary, or shall be subject
to any lien, obligation, or liability of such Participant to any other party
other than the Company or a Subsidiary. 
Except as otherwise provided by the Committee, no Award shall be
assigned, transferred, or otherwise disposed of by a Participant other than by
will or the laws of descent and distribution. 
The Committee by express provision in the Award or an amendment thereto
may permit an Award (other than an Incentive Stock Option) to be transferred
to, exercised by and paid to certain persons or entities related to the
Participant, including but not limited to members of the Participant’s family,
charitable institutions, or trusts or other entities whose beneficiaries or
beneficial owners are members of the Participant’s family and/or charitable
institutions, or to such other persons or entities as may be expressly approved
by the Committee, pursuant to such conditions and procedures as the Committee
may establish.  Any permitted transfer may
be subject to the condition that the Committee receive evidence satisfactory to
it that the transfer is being made for estate and/or tax planning purposes (or
to a “blind trust” in connection with the Participant’s termination of
employment or service with the Company or a Subsidiary to assume a position
with a governmental, charitable, educational or similar non-profit institution)
and on a basis consistent with the Company’s lawful issue of securities.


10.4         Beneficiaries.  Notwithstanding Section 10.3, a Participant
may, in the manner determined by the Committee, designate a beneficiary to
exercise the rights of the Participant and to receive any distribution with
respect to any Award upon the Participant’s death.  A beneficiary, legal guardian, legal
representative, or other person claiming any rights pursuant to the Plan is
subject to all terms and conditions of the Plan and any Award Agreement
applicable 



 15
 






 



to the Participant, except to the extent the Plan and Award Agreement
otherwise provide, and to any additional restrictions deemed necessary or
appropriate by the Committee.  If the
Participant is married and resides in a community property state, a designation
of a person other than the Participant’s spouse as his beneficiary with respect
to more than 50% of the Participant’s interest in the Award shall not be
effective without the prior written consent of the Participant’s spouse.  If no beneficiary has been designated or
survives the Participant, payment shall be made to the person entitled thereto
pursuant to the Participant’s will or the laws of descent and
distribution.  Subject to the foregoing,
a beneficiary designation may be changed or revoked by a Participant at any
time provided the change or revocation is filed with the Committee.


10.5         Stock
Certificates.  Notwithstanding
anything herein to the contrary, the Company shall not be required to issue or
deliver any certificates evidencing shares of Stock pursuant to the exercise of
any Award, unless and until the Board has determined, with advice of counsel,
that the issuance and delivery of such certificates is in compliance with all
applicable laws, regulations of governmental authorities and, if applicable,
the requirements of any exchange on which the shares of Stock are listed or
traded.  All Stock certificates delivered
pursuant to the Plan are subject to any stop-transfer orders and other
restrictions as the Committee deems necessary or advisable to comply with
federal, state, or foreign jurisdiction, securities or other laws, rules and
regulations and the rules of any national securities exchange or automated
quotation system on which the Stock is listed, quoted, or traded.  The Committee may place legends on any Stock
certificate to reference restrictions applicable to the Stock.  In addition to the terms and conditions
provided herein, the Board may require that a Participant make such reasonable
covenants, agreements, and representations as the Board, in its discretion,
deems advisable in order to comply with any such laws, regulations, or
requirements.  The Committee shall have
the right to require any Participant to comply with any timing or other
restrictions with respect to the settlement or exercise of any Award, including
a window-period limitation, as may be imposed in the discretion of the
Committee.


ARTICLE 11

CHANGES IN CAPITAL STRUCTURE


11.1         Adjustments.


(a)           In
the event of any combination or exchange of shares, merger, consolidation or
other distribution (other than normal cash dividends) of Company assets to
stockholders, or any other change affecting the shares of Stock or the share
price of the Stock other than an Equity Restructuring, the Committee shall make
such proportionate adjustments, if any, as the Committee in its discretion may
deem appropriate to reflect such change with respect to (a) the aggregate number
and kind of shares that may be issued under the Plan (including, but not
limited to, adjustments of the limitations in Sections 3.1 and 3.3); (b) the
terms and conditions of any outstanding Awards (including, without limitation,
any applicable performance targets or criteria with respect thereto); and (c)
the grant or exercise price per share for any outstanding Awards under the
Plan.  Any adjustment affecting an Award
intended as Qualified Performance-Based Compensation shall be made consistent
with the requirements of Section 162(m) of the Code.



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(b)           In
connection with the occurrence of any Equity Restructuring, and notwithstanding
anything to the contrary in Sections 11.1(a), 11.3 and 11.4:


(i)            The number and type of securities
subject to each outstanding Award and the exercise price or grant price
thereof, if applicable, will be proportionately adjusted.  The adjustments provided under this Section
11.1(b)(i) shall be nondiscretionary and shall be final and binding on the
affected Participant and the Company.


(ii)           The Company shall make such proportionate
adjustments, if any, as the Company in its discretion may deem appropriate to
reflect such Equity Restructuring with respect to the aggregate number and kind
of shares that may be issued under the Plan (including, but not limited to,
adjustments of the limitations in Sections 3.1 and 3.3).


11.2         Effect of a Change of Control When
Awards Are Not Assumed.  If a Change
of Control occurs and a Participant’s Awards are not assumed by the surviving
or successor entity or its parent or subsidiary and such successor does not
substitute substantially similar awards for those outstanding under the Plan,
such Awards shall become fully exercisable and/or payable as applicable, and
all forfeiture restrictions on such Awards shall lapse; further, such Awards
will terminate in full immediately prior to the consummation of such Change in
Control, unless determined otherwise by the Committee.  In addition, upon, or in anticipation of, a
Change of Control, the Committee may cause any and all Awards outstanding
hereunder to terminate at a specific time in the future and shall give each
Participant the right to exercise such Awards during a period of time as the
Committee, in its sole and absolute discretion, shall determine.  The Committee shall have sole discretion to determine
whether an Award has been assumed by the surviving or successor entity or its
parent or Subsidiary or whether such successor has substituted substantially
similar awards for those outstanding under the Plan in connection with a Change
of Control.


11.3         Outstanding Awards—Certain Mergers.  Subject to any required action by the
stockholders of the Company, in the event that the Company shall be the
surviving corporation in any merger or consolidation (except a merger or
consolidation as a result of which the holders of shares of Stock receive
securities of another corporation), each Award outstanding on the date of such
merger or consolidation shall pertain to and apply to the securities that a
holder of the number of shares of Stock subject to such Award would have
received in such merger or consolidation.


11.4         Outstanding Awards—Other Changes.  In the event of any other change in the
capitalization of the Company or corporate change other than those specifically
referred to in this Article 11, the Committee may, in its absolute discretion,
make such adjustments in the number and class of shares subject to Awards
outstanding on the date on which such change occurs and in the per share grant
or exercise price of each Award as the Committee may consider appropriate to
prevent dilution or enlargement of rights.


11.5         No Other Rights.  Except as expressly provided in the Plan, no
Participant shall have any rights by reason of any subdivision or consolidation
of shares of stock of any class, the payment of any dividend, any increase or
decrease in the number of shares of stock of any class or any dissolution,
liquidation, merger, or consolidation of the Company or any other 



 17
 






 



corporation. 
Except as expressly provided in the Plan or pursuant to action of the Committee
under the Plan, 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 of
shares of Stock subject to an Award or the grant or exercise price of any
Award.


ARTICLE
12

ADMINISTRATION


12.1         Committee.  Unless and until the Board delegates
administration to a Committee as set forth below, the Plan shall be
administered by the Board.  The Board may
delegate administration of the Plan to a Committee or Committees of one or more
members of the Board, and the term “Committee” shall apply to any person or
persons to whom such authority has been delegated.  If administration is delegated to a
Committee, the Committee shall have, in connection with the administration of
the Plan, the powers theretofore possessed by the Board, including the power to
delegate to a subcommittee any of the administrative powers the Committee is
authorized to exercise (and references in this Plan to the Board shall
thereafter be to the Committee or subcommittee), subject, however, to such
resolutions, not inconsistent with the provisions of the Plan, as may be
adopted from time to time by the Board. 
Notwithstanding the foregoing, however, from and after the Effective
Date, a Committee of the Board shall administer the Plan and the Committee
shall consist solely of two or more members of the Board each of whom is both
an “outside director,” within the meaning of Section 162(m) of the Code, and a
Non-Employee Director.  Within the scope
of such authority, the Board or the Committee may (i) delegate to a committee
of one or more members of the Board who are not “outside directors,” within the
meaning of Section 162(m) of the Code the authority to grant awards under the
Plan to eligible persons who are either (1) not then “covered employees,”
within the meaning of Section 162(m) of the Code and are not expected to be “covered
employees” at the time of recognition of income resulting from such award or
(2) not persons with respect to whom the Company wishes to comply with Section
162(m) of the Code and/or (ii) delegate to a committee of one or more members
of the Board who are not Non-Employee Directors, the authority to grant awards
under the Plan to eligible persons who are not then subject to Section 16 of
the Exchange Act.  The Board may abolish
the Committee at any time and/or revest in the Board the administration of the
Plan.  Appointment of Committee members
shall be effective upon acceptance of appointment.  Committee members may resign at any time by
delivering written notice to the Board. 
Vacancies in the Committee may only be filled by the Board.


12.2         Action by the Committee.  A majority of the Committee shall constitute
a quorum.  The acts of a majority of the
members present at any meeting at which a quorum is present, and acts approved
in writing by a majority of the Committee in lieu of a meeting, shall be deemed
the acts of the Committee.  Each member
of the Committee is entitled to, in good faith, rely or act upon any report or
other information furnished to that member by any officer or other employee of
the Company or any Subsidiary, the Company’s independent certified public
accountants, or any executive compensation consultant or other professional
retained by the Company to assist in the administration of the Plan.



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12.3         Authority of Committee.  Subject to any specific designation in the
Plan, the Committee has the exclusive power, authority and discretion to:


(a)           Designate
Participants to receive Awards;


(b)           Determine
the type or types of Awards to be granted to each Participant;


(c)           Determine
the number of Awards to be granted and the number of shares of Stock to which
an Award will relate;


(d)           Determine
the terms and conditions of any Award granted pursuant to the Plan, including,
but not limited to, the exercise price, grant price, or purchase price, any
reload provision, any restrictions or limitations on the Award, any schedule
for lapse of forfeiture restrictions or restrictions on the exercisability of
an Award, and accelerations or waivers thereof, any provisions related to
non-competition and recapture of gain on an Award, based in each case on such
considerations as the Committee in its sole discretion determines; provided, however, that
the Committee shall not have the authority to accelerate the vesting or waive
the forfeiture of any Performance-Based Awards;


(e)           Determine
whether, to what extent, and pursuant to what circumstances an Award may be
settled in, or the exercise price of an Award may be paid in, cash, Stock,
other Awards, or other property, or an Award may be canceled, forfeited, or
surrendered;


(f)            Prescribe
the form of each Award Agreement, which need not be identical for each
Participant;


(g)           Decide
all other matters that must be determined in connection with an Award;


(h)           Establish,
adopt, or revise any rules and regulations as it may deem necessary or
advisable to administer the Plan;


(i)            Interpret
the terms of, and any matter arising pursuant to, the Plan or any Award
Agreement; and


(j)            Make
all other decisions and determinations that may be required pursuant to the
Plan or as the Committee deems necessary or advisable to administer the Plan.


12.4         Decisions Binding.  The Committee’s interpretation of the Plan,
any Awards granted pursuant to the Plan, any Award Agreement and all decisions
and determinations by the Committee with respect to the Plan are final,
binding, and conclusive on all parties.


ARTICLE
13

EFFECTIVE AND EXPIRATION DATE


13.1         Effective Date.  The Plan is effective as the Effective Date; provided that the Plan has been approved by the stockholders
of Aviza Technology, Inc. and Trikon Technologies, Inc. prior to such date.



 19
 






 



13.2         Expiration Date.  The Plan will expire on, and no Award may be
granted pursuant to the Plan after, the earliest of the tenth (10th) anniversary of (i) the date
this Plan is approved by the stockholders of Aviza Technology, Inc. and Trikon
Technologies, Inc. or (ii) the date this Plan is approved by the Board (the “Expiration Date”).  Any Awards that are outstanding on the
Expiration Date shall remain in force according to the terms of the Plan and
the applicable Award Agreement.  Each
Award Agreement shall provide that it will expire on the tenth (10th) anniversary of the date of grant of the
Award to which it relates.


ARTICLE
14

AMENDMENT, MODIFICATION, AND TERMINATION


14.1         Amendment, Modification, and
Termination.  At any time and from
time to time, the Committee or the Board may terminate, amend or modify the
Plan; provided, however,
that (i) to the extent necessary and desirable to comply with any applicable
law, regulation, or stock exchange rule, the Company shall obtain stockholder
approval of any Plan amendment in such a manner and to such a degree as required,
and (ii) shareholder approval is required for any amendment to the Plan that
(A) increases the number of shares available under the Plan (other than any
adjustment as provided by Article 11), (B) permits the Committee to grant
Options with an exercise price that is below Fair Market Value on the date of
grant, or (C) permits the Committee to extend the exercise period for an Option
beyond ten years from the date of grant.


14.2         Awards Previously Granted.  No termination, amendment, or modification of
the Plan shall adversely affect in any material way any Award previously
granted pursuant to the Plan without the prior written consent of the
Participant.


ARTICLE
15

GENERAL PROVISIONS


15.1         No Rights to Awards.  No Participant, employee, or other person shall
have any claim to be granted any Award pursuant to the Plan, and neither the
Company nor the Committee is obligated to treat Participants, employees, and
other persons uniformly.


15.2         No Stockholders Rights.  No Award gives the Participant any of the
rights of a stockholder of the Company unless and until shares of Stock are in
fact issued to such person in connection with such Award.


15.3         Withholding.  The Company or any Subsidiary shall have the
authority and the right to deduct or withhold, or require a Participant to
remit to the Company, an amount sufficient to satisfy federal, state, local and
foreign taxes (including the Participant’s FICA obligation) required by law to
be withheld with respect to any taxable event concerning a Participant arising
as a result of this Plan.  The Committee
may in its discretion and in satisfaction of the foregoing requirement allow a
Participant to elect to have the Company withhold shares of Stock otherwise
issuable under an Award (or allow the return of shares of Stock) having a Fair
Market Value equal to the sums required to be withheld.  Notwithstanding any other provision of the
Plan, the number of shares of Stock which may be withheld with respect to the
issuance, vesting, exercise or payment of any Award (or which may be
repurchased from the Participant of such Award within six months after such
shares of Stock 



 20
 






 



were acquired by the Participant from the Company) in
order to satisfy the Participant’s federal, state, local and foreign income and
payroll tax liabilities with respect to the issuance, vesting, exercise or
payment of the Award shall be limited to the number of shares which have a Fair
Market Value on the date of withholding or repurchase equal to the aggregate
amount of such liabilities based on the minimum statutory withholding rates for
federal, state, local and foreign income tax and payroll tax purposes that are
applicable to such supplemental taxable income.


15.4         No Right to Employment or Services.  Nothing in the Plan or any Award Agreement
shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Participant’s employment or services at any time,
nor confer upon any Participant any right to continue in the employ or service
of the Company or any Subsidiary.


15.5         Unfunded Status of Awards.  The Plan is intended to be an “unfunded” plan
for incentive compensation.  With respect
to any payments not yet made to a Participant pursuant to an Award, nothing
contained in the Plan or any Award Agreement shall give the Participant any
rights that are greater than those of a general creditor of the Company or any
Subsidiary.


15.6         Indemnification.  To the extent allowable pursuant to
applicable law, each member of the Committee or of the Board shall be
indemnified and held harmless by the Company from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by such member in
connection with or resulting from any claim, action, suit, or proceeding to
which he or she may be a party or in which he or she may be involved by reason
of any action or failure to act pursuant to the Plan and against and from any
and all amounts paid by him or her in satisfaction of judgment in such action,
suit, or proceeding against him or her, provided he or she gives the Company an
opportunity, at its own expense, to handle and defend the same before he or she
undertakes to handle and defend it on his or her own behalf.  The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such persons
may be entitled pursuant to the Company’s Certificate of Incorporation or
Bylaws, as a matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.


15.7         Relationship to Other Benefits.  No payment pursuant to the Plan shall be
taken into account in determining any benefits pursuant to any pension,
retirement, savings, profit sharing, group insurance, welfare or other benefit
plan of the Company or any Subsidiary except to the extent otherwise expressly
provided in writing in such other plan or an agreement thereunder.


15.8         Expenses.  The expenses of administering the Plan shall
be borne by the Company and its Subsidiaries.


15.9         Titles and Headings.  The titles and headings of the Sections in
the Plan are for convenience of reference only and, in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.


15.10       Fractional Shares.  No fractional shares of Stock shall be issued
and the Committee shall determine, in its discretion, whether cash shall be
given in lieu of fractional 



 21
 






 



shares or whether such fractional shares shall be
eliminated by rounding up or down as appropriate.


15.11       Limitations Applicable to Section 16
Persons.  Notwithstanding any other
provision of the Plan, the Plan, and any Award granted or awarded to any
Participant who is then subject to Section 16 of the Exchange Act, shall be
subject to any additional limitations set forth in any applicable exemptive
rule under Section 16 of the Exchange Act (including any amendment to Rule
16b-3 of the Exchange Act) that are requirements for the application of such
exemptive rule.  To the extent permitted
by applicable law, the Plan and Awards granted or awarded hereunder shall be
deemed amended to the extent necessary to conform to such applicable exemptive
rule.


15.12       Government And Other Regulations.  The obligation of the Company to make payment
of awards in Stock or otherwise shall be subject to all applicable laws, rules,
and regulations, and to such approvals by government agencies as may be
required.  The Company shall be under no
obligation to register pursuant to the Securities Act of 1933, as amended, any
of the shares of Stock paid pursuant to the Plan.  If the shares paid pursuant to the Plan may
in certain circumstances be exempt from registration pursuant to the Securities
Act of 1933, as amended, the Company may restrict the transfer of such shares
in such manner as it deems advisable to ensure the availability of any such exemption.


15.13       Savings Clause.  Notwithstanding anything to the contrary in
the Plan or any Award, if and to the extent the Committee shall determine that
the terms of any Award may result in the failure of the such Award to comply
with the requirements of Section 409A of the Code, or any applicable
regulations or guidance promulgated by the Secretary of the Treasury in
connection therewith, the Committee shall have authority to take such action to
amend, modify, cancel or terminate the Plan or any grant of any Award as it
deems necessary or advisable irrespective of the adverse affect of such action
on and, notwithstanding Section 14.2, without the consent of any Participant.


15.14       Governing Law.  The Plan and all Award Agreements shall be
construed in accordance with and governed by the laws of the State of Delaware
without regard to conflict of law principles that would result in the
application of any laws other than the laws of the State of Delaware


15.15       2005 Stock Plan.  Notwithstanding anything in this Plan to the
contrary, this Plan shall not apply to, and instead Section 11.1 of the 2005
Stock Plan shall apply to, any Award to which the adoption of this Plan by the
Board would (A) result in a penalty tax under Section 409A of the Code and the
Department of Treasury proposed and final regulations and guidance thereunder
or (B) cause any Incentive Stock Option to fail to qualify as an “incentive
stock option” under Section 422 of the Code..



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