Exhibit 10.20  AXT, INC. RESTRICTED STOCK AGREEMENT  AXT, Inc. has granted
to the Participant named in the Notice of
Grant of Restricted Stock Award(the Grant Notice)to which this
Restricted Stock Agreement (together with the Grant Notice, the Agreement)is
attached an Award consisting of Shares subject to the terms and conditions set
forth in the Grant Notice and this Agreement. The Award has been granted
pursuant to and shall in all respects be subject to the terms and conditions of
the AXT, Inc. 2007 Equity Incentive Plan (the Plan),
as amended to the Date of Grant, the provisions of which are incorporated
herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges
receipt of and represents that the Participant has read and is familiar with
the Grant Notice, this Agreement, the Plan and a prospectus for the Plan in the
form most recently registered with the Securities and Exchange Commission (the Plan Prospectus
), (b) accepts the Award subject to all of the terms and conditions
of the Grant Notice, this Agreement and the Plan, and (c) agrees to accept
as binding, conclusive and final all decisions or interpretations of the
Committee upon any questions arising under the Grant Notice, this Agreement or
the Plan.  1.DEFINITIONS
AND CONSTRUCTION.  1.1.Definitions.Unless
otherwise defined in the Grant Notice, defined terms not explicitly defined in
this Agreement but defined in the Plan shall have the same definitions as in
the Plan.  1.2.Construction.Captions and
titles contained herein are for convenience only and shall not affect the
meaning or interpretation of any provision of this Agreement. Except when
otherwise indicated by the context, the singular shall include the plural and
the plural shall include the singular. Use of the term or is not intended to
be exclusive, unless the context clearly requires otherwise.  2.ADMINISTRATION.  All questions of
interpretation concerning the Grant Notice and this Agreement shall be
determined by the Committee. All determinations by the Committee shall be final
and binding upon all persons having an interest in the Award. Any Officer shall
have the authority to act on behalf of the Company with respect to any matter,
right, obligation, or election which is the responsibility of or which is
allocated to the Company herein, provided the Officer has apparent authority
with respect to such matter, right, obligation, or election.  3.THE
AWARD.  3.1.Grant
and Issuance of Shares. On the Date of Grant, the Participant will acquire
and the Company will issue, subject to the provisions of this Agreement, a
number of Shares equal to the Total Number of Shares set forth in the Grant
Notice. As a condition to the issuance of the Shares, the Participant shall
execute and deliver to the Company along with the


Grant Notice (a) the
Joint Escrow Instructions in the form attached to the Grant Notice and (b) the
Assignment Separate from Certificate duly endorsed (with date and number of
shares blank) in the form attached to the Grant Notice.  3.2.No
Monetary Payment Required. The Participant is not required to make any
monetary payment (other than applicable tax withholding, if any) as a condition
to receiving the Shares, the consideration for which shall be past services
actually rendered and/or future services to be rendered to the Company or for
its benefit.  3.3.Certificate
Registration. The certificate for the Shares shall be registered
in the name of the Participant, or, if applicable, in the names of the heirs of
the Participant.  3.4.Issuance
of Shares in Compliance with Law. The issuance of the Shares
shall be subject to compliance with all applicable requirements of federal,
state or foreign law with respect to such securities. No Shares shall be issued
hereunder if their issuance would constitute a violation of any applicable
federal, state or foreign securities laws or other law or regulations or the
requirements of any stock exchange or market system upon which the Stock may
then be listed. The inability of the Company to obtain from any regulatory body
having jurisdiction the authority, if any, deemed by the Companys legal
counsel to be necessary to the lawful issuance of any Shares shall relieve the
Company of any liability in respect of the failure to issue such Shares as to
which such requisite authority shall not have been obtained. As a condition to
the issuance of the Shares, the Company may require the Participant to satisfy
any qualifications that may be necessary or appropriate, to evidence compliance
with any applicable law or regulation and to make any representation or
warranty with respect thereto as may be requested by the Company.  4.VESTING
CONDITIONS.  4.1.Normal
Vesting. Except as provided in Section 4.2, the Shares shall vest and
become Vested Shares as provided in the Grant Notice. No additional Shares will
become Vested Shares following the Participants termination of Service for any
reason. Shares that are not Vested Shares (Un vested Shares)shall be subject to the reacquisition rights set forth in
Section 5.1 below.  4.2.Acceleration
of Vesting Upon a Change in Control. In the event of a Change
in Control, the Participant shall be fully and immediately vested in one hundred percent(100%)of the Shares subject to this Award
on the effective date of the Change in Control, so long as the Participants
Service has not terminated prior to the effective date of the Change in
Control. The vesting of any Shares and the lapsing of the Company Reacquisition
Right as to any Shares solely by reason of this Section 4.2 shall be
conditioned upon the consummation of the Change in Control.  5.COMPANY
REACQUISITION RIGHT.  5.1.Grant
of Company Reacquisition Right. In the event that (a) the
Participants Service terminates for any reason or no reason, with or without
cause, or (b) the


Participant, the Participants
legal representative, or other holder of the Shares, attempts to sell, exchange,
transfer, pledge, or otherwise dispose of (other than pursuant to an Ownership
Change Event), including, without limitation, any transfer to a nominee or
agent of the Participant, any Unvested Shares, the Company shall automatically
reacquire the Unvested Shares (the number of which shall be determined as of
the earlier to occur of either the event described above in clause (a) or
the event described above in clause (b)), and the Participant shall not be
entitled to any payment therefor (the Company Reacquisition Right).  5.2.Ownership
Change Event. Upon the occurrence of an Ownership Change Event,
any and all new, substituted or additional securities or other property to
which theParticipant is entitled by reason of the Participants ownership of
Unvested Shares shall beImmediately subject to the Company
Reacquisition Right and included in the terms Shares,Stock, and Unvested
Shares for all purposes of the Company Reacquisition Right with thesame force and
effect as the Unvested Shares immediately prior to the Ownership Change Event.  6.TAX
MATTERS.  6.1.Tax
Withholding. At the time the Grant Notice is executed, or at
any time thereafter as requested by the Company, the Participant hereby
authorizes withholding from any amounts payable to the Participant, and
otherwise agrees to make adequate provision for, any sums required to satisfy
the federal, state, local and foreign tax withholding obligations of the
Company, if any, which arise in connection with the Award, including, without
limitation, obligations arising upon (a) the transfer of Shares to the
Participant, (b) the lapsing of any Vesting Conditions with respect to any
Shares, (c) the filing of an election to recognize tax liability, or (d) the
transfer by the Participant of any Shares. The Company shall have no obligation
to deliver the Shares or to release any Shares from an escrow established
pursuant to this Agreement until the tax withholding obligations of the Company
have been satisfied by the Participant.  6.2.Election
Under Section 83(b) of the Code.  (a)The Participant
understands that Section 83 of the Code taxes as ordinary income the
difference between the amount paid for the Shares, if anything, and the fair market
value of the Shares as of the date on which the Shares are substantially
vested, within the meaning of Section 83. In this context, substantially
vested means that the right of the Company to reacquire the Shares pursuant to
the Company Reacquisition Right has lapsed. The Participant understands that he
or she may elect to have his or her taxable income determined at the time he or
she acquires the Shares rather than when and as the Company Reacquisition Right
lapses by filing an election under Section 83(b) of the Code with the
Internal Revenue Service no later than thirty (30) days after the date of
acquisition of the Shares. The Participant understands that failure to make a
timely filing under Section 83(b) will result in his or her
recognition of ordinary income, as the Company Reacquisition Right lapses, on
the difference between the purchase price, if anything, and the fair market
value of the Shares at the time such restrictions lapse, The Pm1icipant further
understands, however, that if Shares with respect to which an election under Section 83(b) has
been made are forfeited to the Company pursuant to its Company Reacquisition
Right, such forfeiture will be treated as a sale on which there is realized


a loss equal to the excess (if any) of the amount paid (if any) by the
Participant for the forfeited Shares over the amount realized (if any) upon
their forfeiture. If the Participant has paid nothing for the forfeited Shares
and has received no payment upon their forfeiture, the Participant understands
that he or she will be unable to recognize any loss on the forfeiture of the
Shares even though the Participant incurred a tax liability by making an
election under Section 83(b).  (b)The Participant
understands that he or she should consult with his or her tax advisor regarding
the advisability of filing with the Internal Revenue Service an election under Section 83(b) of
the Code, which must be filed no later than thirty (30) days after the date of
the acquisition of the Shares pursuant to this Agreement. Failure to file an
election under Section 83(b), if appropriate, may result in adverse tax
consequences to the Participant. The Participant acknowledges that he or she
has been advised to consult with a tax advisor regarding the tax consequences
to the Participant of the acquisition of Shares hereunder. ANY ELECTION UNDER SECTION 83(b) THE
PARTICIPANT WISHES TO MAKE MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE
ON WHICH THE PARTICIPANT ACQUIRES THE SHARES. THIS TIME PERIOD CANNOT BE
EXTENDED. THE PARTICIPANT ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION
IS THE PARTICIPANTS SOLE RESPONSIBILITY, EVEN IF THE PARTICIPANT REQUESTS THE
COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF.  (c)The Participant
will notify the Company in writing if the Participant files an election
pursuant to Section 83(b) of the Code. The Company intends, in the
event it does not receive from the Participant evidence of such filing, to
claim a tax deduction for any amount which would otherwise be taxable to the
Participant in the absence of such an election.  7.ESCROW.  7.1.Establishment
of Escrow.  To ensure
that Shares subject to the Company Reacquisition Right will be available for
reacquisition, the Participant agrees to deliver to and deposit with an escrow
agent designated by the Company the certificate evidencing the Shares,
together with an Assignment Separate from Certificate with respect to such
certificate duly endorsed (with date and number of shares blank) in the form
attached to the Grant Notice, to be held by the agent under the terms and
conditions of the Joint Escrow Instructions in the form attached to the Grant
Notice (the Escrow).The Company shall bear the expenses of the Escrow.  7.2.Delivery
of Shares to Participant. The Company shall, to the extent described
in the Joint Escrow Instructions, give to the escrow agent a written notice
directing the escrow agent to deliver such Shares to the Participant. As soon
as practicable after receipt of such notice, the escrow agent shall deliver to
the Participant the Shares specified in such notice, and the Escrow shall terminate
with respect to such Shares.


8.ADJUSTMENTS
FOR CHANGES IN CAPITAL STRUCTURE.  In the event of any stock
dividend, stock split, reverse stock split, recapitalization, merger, combination,
exchange of shares, reclassification, or similar change in the capital structure
of the Company, appropriate adjustments shall be made in the number and class
of shares subject to this Agreement. Any and all new, substituted or additional
securities or other property to which Participant is entitled by reason of his
or her ownership of the Shares will be immediately subject to the provisions of
this Agreement and the Escrow on the same basis as all Shares originally
acquired hereunder and will be included in the terms Shares and Stock for
all purposes of this Agreement and the Escrow with the same force and effect as
the Shares presently subject thereto. The adjustments determined by the Board
pursuant to this Section 7 shall be final, binding and conclusive.  9.LEGENDS.  The Company may at any time
place legends referencing the Company Reacquisition Right and any applicable
federal, state or foreign securities law restrictions on all certificates
representing the Shares. The Pm1icipant shall, at the request of the Company, promptly
present to the Company any and all certificates representing the Shares in the possession
of the Participant in order to carry out the provisions of this Section.  10.TRANSFERS
IN VIOLATION OF AGREEMENT.  No Shares may be sold,
exchanged, transferred (including, without limitation, any transfer to a
nominee or agent of the Pm1icipant), assigned, pledged, hypothecated or
otherwise disposed of, including by operation of law, in any manner which
violates any of the provisions of this Agreement and, except pursuant to an
Ownership Change Event, until the date on which such shares become Vested
Shares, and any such attempted disposition shall be void. The Company shall not
be required (a) to transfer on its books any Shares which will have been transferred
in violation of any of the provisions set forth in this Agreement or (b) to
treat as owner of such Shares or to accord the right to vote as such owner or
to pay dividends to any transferee to whom such Shares will have been so
transferred. In order to enforce its rights under this Section, the Company
shall be authorized to give a stop trm1sfer instruction with respect to the Shares
to the Companys transfer agent.  11.RIGHTS
AS A STOCKHOLDER.  The Participant shall have
no rights as a stockholder with respect to any Shares subject to the Award
until the date of the issuance of a certificate for such Shares (as evidenced by
the appropriate entry on the books of the Compm1Y or of a duly authorized
transfer agent of the Company). No adjustment shall be made for dividends,
distributions or other rights for which the record date is prior to the date
such certificate is issued, except as provided in Section 7. Subject to
the provisions of this Agreement, the Participant shall be entitled to all rights
and privileges of a stockholder of the Company with respect to Shares deposited
in the Escrow pursuant to Section 6.


12.RIGHT
TO CONTINUED SERVICE WITH THE COMPANY.  Nothing in this Agreement
shall confer upon the Participant any right to continue in the Service of a
Participating Company or interfere in any way with any right of the Participating
Company Group to terminate the Participants Service at any time.  13.MISCELLANEOUS
PROVISIONS.  13.1.Amendment. The Board may
terminate or amend the Plan or this Agreement at any time; provided, however,
that except as provided in Section 4 in connection with a Change in Control,
no such termination or amendment may adversely affect the Participants rights
under this Agreement unless such termination or amendment is necessary to
comply with any applicable law or government regulation. No amendment or
addition to this Agreement shall be effective unless in writing.
Notwithstanding any other provision of this Agreement to the contrary, the
Board may, in its sole and absolute discretion and without the consent of the
Participant, amend this Agreement, to take effect retroactively or otherwise,
as it deems necessary or advisable for the purpose of conforming this Agreement
to any present or future law, regulation or rule applicable to this
Agreement, including, but not limited to, Section 409 A of the Code and
all applicable guidance promulgated thereunder.  13.2.Nontransferability
of the Award. The right to acquire Shares pursuant to the Award
may not be assigned or transferred in any manner except by will or by the laws
of descent and distribution. During the lifetime of the Participant, all rights
with respect to this Award shall be exercisable only by the Participant.  13.3.Further
Instruments. The parties hereto agree to execute such further instruments
and to take such further action as may reasonably be necessary to carry out the
intent of this Agreement.  13.4.Binding
Effect. Subject to the restrictions on transfer set forth herein, this Agreement
shall inure to the benefit of and be binding upon the parties hereto and their respective
heirs, executors, administrators, successors and assigns.  13.5.Delivery
of Documents and Notices. Any document relating to participation in
the Plan or any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given (except to the extent that this Agreement
provides for effectiveness only upon actual receipt of such notice) upon
personal delivery, electronic delivery at the e-mail address, if any, provided
for the Participant by a Participating Company, or upon deposit in the U.S.
Post Office or foreign postal service, by registered or certified mail, or with
a nationally recognized overnight courier service, with postage and fees
prepaid, addressed to the other party at the address of such party set forth in
the Grant Notice or at such other addressed as such party may designate in
writing from time to time to the other party.  (a)Description
of Electronic Delivery. The Plan documents, which may include but
do not necessarily include: the Plan, the Grant Notice, this Agreement, the Plan
Prospectus, and any reports of the Company provided generally to the Companys
stockholders,


may be delivered to the
Participant electronically. Such means of electronic delivery may include but
do not necessarily include the delivery of a link to a Company intranet or the
internet site of a third party involved in administering the Plan, the delivery
of the document via e-mail or such other means of electronic delivery specified
by the Company.  (b)Consent
to Electronic Delivery. The Participant acknowledges that the
Participant has read Section 13.5(a) of this Agreement and
consents to the electronic delivery of the Plan documents, as described in Section 13.5(a).
The Participant acknowledges that he or she may receive from the Company a
paper copy of any documents delivered electronically at no cost to the
Participant by contacting the Chief Financial Officer of the Company by
telephone or in writing. The Participant further acknowledges that the
Participant will be provided with a paper copy of any documents if the
attempted electronic delivery of such documents fails. Similarly, the
Participant understands that the Participant must provide the Company or any
designated third party administrator with a paper copy of any documents if the attempted
electronic delivery of such documents fails. The Participant may revoke his or
her consent to the electronic delivery of documents described in Section 13.S(a) or
may change the electronic mail address to which such documents are to be
delivered (if Participant has provided an electronic mail address) at any time
by notifying the Company of such revoked consent or revised e-mail address by
telephone, postal service or electronic mail. Finally, the Participant understands
that he or she is not required to consent to electronic delivery of documents
described in Section 13.5(a).  13.6.Integrated
Agreement. The Grant Notice, this Agreement and the Plan, together
with any employment, service or other agreement between the Participant and a Participating
Company referring to the Award, shall constitute the entire understanding and agreement
of the Participant and the Participating Company Group with respect to the
subject matter contained herein and supersede any prior agreements,
understandings, restrictions, representations, or warranties among the Participant
and the Participating Company Group with respect to such subject matter. To the
extent contemplated herein, the provisions of the Grant Notice, the Agreement
and the Plan shall remain in full force and effect at all times in respect of this
Award.  13.7.Applicable
Law. This Agreement shall be governed by the laws of the State of Delaware
as such laws are applied to agreements between Delaware residents entered into
and to be performed entirely within the State of Delaware.  13.8.Counterparts. The Grant
Notice may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.   Accepted by:Date:


AXT, INC. STOCK
OPTION AGREEMENT  AXT, Inc. has
granted to the individual (the Optionee)
named in the Notice of Grant of Stock Option
(the Notice)
to which this Stock Option Agreement (the Option
Agreement) is attached an option (the Option) to purchase certain
shares of Stock upon the terms and conditions set forth in the Notice and this
Option Agreement.  The Option has been
granted pursuant to and shall in all respects be subject to the terms and
conditions of the AXT, Inc. 2007 Equity Incentive Plan as set forth in the
Notice (the Plan),
as amended to the Date of Option Grant, the provisions of which are
incorporated herein by reference.  By
signing the Notice, the Optionee: (a) represents that the Optionee has
read and is familiar with the terms and conditions of the Notice, the Plan and
this Option Agreement, including the Effect of Termination of Service set forth
in Section 7, (b) accepts the Option subject to all of the terms and
conditions of the Notice, the Plan and this Option Agreement, (c) agrees
to accept as binding, conclusive and final all decisions or interpretations of
the Board upon any questions arising under the Notice, the Plan or this Option
Agreement, and (d) acknowledges receipt of a copy of the Notice, the Plan
and this Option Agreement.  1.DEFINITIONS
AND CONSTRUCTION.  1.1Definitions.Unless otherwise defined herein, capitalized terms shall have the
meanings assigned to such terms in the Notice or the Plan.  1.2Construction.Captions and titles contained herein are for convenience only and shall
not affect the meaning or interpretation of any provision of this Option
Agreement.  Except when otherwise
indicated by the context, the singular shall include the plural and the plural shall
include the singular.  Use of the term or
is not intended to be exclusive, unless the context clearly requires otherwise.  2.TAX
CONSEQUENCES.  2.1Tax Status of Option.This Option is intended to have the tax
status designated in the Notice.  (a)Incentive Stock Option.If the Notice
so designates, this Option is intended to be an Incentive Stock Option within
the meaning of Section 422(b) of the Code, but the Company does not
represent or warrant that this Option qualifies as such.  The Optionee should consult with the Optionees own tax advisor regarding the tax
effects of this Option and the requirements necessary to obtain favorable
income tax treatment under Section 422 of the Code, including, but not
limited to, holding period requirements. 
(NOTE TO OPTIONEE: If the Option is exercised more than three (3) months
after the date on which you cease to be an Employee (other than by reason of
your death or permanent and total disability as defined in Section 22(e)(3) of
the Code), the Option will be treated as a Nonstatutory Stock Option and not as
an Incentive Stock Option to the extent required by Section 422 of the
Code.)  1


(b)Nonstatutory Stock Option.If the Notice so designates, this Option is intended to be a
Nonstatutory Stock Option and shall not be treated as an Incentive Stock Option
within the meaning of Section 422(b) of the Code.  2.2ISO Fair Market Value Limitation.If the Notice designates this Option as an Incentive Stock Option,
then to the extent that the Option (together with all Incentive Stock Options
granted to the Optionee under all stock option plans of the Participating
Company Group, including the Plan) becomes exercisable for the first time
during any calendar year for shares having a Fair Market Value greater than One
Hundred Thousand Dollars ($100,000), the portion of such options which exceeds
such amount will be treated as Nonstatutory Stock Options.  For purposes of this Section 2.2,
options designated as Incentive Stock Options are taken into account in the
order in which they were granted, and the Fair Market Value of stock is
determined as of the time the option with respect to such stock is
granted.  If the Code is amended to
provide for a different limitation from that set forth in this Section 2.2,
such different limitation shall be deemed incorporated herein effective as of
the date required or permitted by such amendment to the Code.  If the Option is treated as an Incentive
Stock Option in part and as a Nonstatutory Stock Option in part by reason of
the limitation set forth in this Section 2.2, the Optionee may designate
which portion of such Option the Optionee is exercising.  In the absence of such designation, the
Optionee shall be deemed to have exercised the Incentive Stock Option portion
of the Option first.  Separate
certificates representing each such portion shall be issued upon the exercise
of the Option.  (NOTE TO OPTIONEE: If the
aggregate Exercise Price of the Option (that is, the Exercise Price multiplied
by the Number of Option Shares) plus the aggregate exercise price of any other
Incentive Stock Options you hold (whether granted pursuant to the Plan or any
other stock option plan of the Participating Company Group) is greater than
$100,000, you should contact the Chief Financial Officer of the Company to
ascertain whether the entire Option qualifies as an Incentive Stock Option.)  3.ADMINISTRATION.  All questions of
interpretation concerning this Option Agreement shall be determined by the Committee.  All determinations by the Committee shall be
final and binding upon all persons having an interest in the Option.  Any Officer shall have the authority to act
on behalf of the Company with respect to any matter, right, obligation, determination
or election which is the responsibility of or which is allocated to the Company
herein, provided the Officer has apparent authority with respect to such
matter, right, obligation, determination or election.  4.EXERCISE
OF THE OPTION.  4.1Right to Exercise.Except as otherwise provided herein, the Option shall
be exercisable on and after the Date of Option Grant (or if later, the Optionees
Service commencement date) and prior to the termination of the Option (as
provided in Section 6) in an amount not to exceed the number of Vested
Shares less the number of shares previously acquired upon exercise of the
Option.  4.2Method of Exercise.Exercise of the Option shall be by electronic
or written notice (the Exercise Notice)
in a form authorized by the Company.  An
electronic Exercise Notice must be digitally signed or authenticated by the
Optionee in such manner as  2


required by the
notice and transmitted to the Company or an authorized representative of the
Company (including a third-party administrator designated by the Company).  In the event that the Optionee is not
authorized or is unable to provide an electronic Exercise Notice, the Option
shall be exercised by a written Exercise Notice addressed to the Company, which
shall be signed by the Optionee and delivered in person, by certified or
registered mail, return receipt requested, by confirmed facsimile transmission,
or by such other means as the Company may permit, to the Company, or an
authorized representative of the Company (including a third-party administrator
designated by the Company).  Each
Exercise Notice, whether electronic or written, must state the Optionees
election to exercise the Option, the number of whole shares of Stock for which
the Option is being exercised and such other representations and agreements as
to the Optionees investment intent with respect to such shares as may be
required pursuant to the provisions of this Option Agreement.  Further, each Exercise Notice must be
received by the Company prior to the termination of the Option as set forth in Section 6
and must be accompanied by full payment of the aggregate Exercise Price for the
number of shares of Stock being purchased. 
The Option shall be deemed to be exercised upon receipt by the Company
of such electronic or written Exercise Notice and the aggregate Exercise Price.  4.3Payment of Exercise Price.  (a)Forms of Consideration
Authorized.Except as otherwise provided below, payment
of the aggregate Exercise Price for the number of shares of Stock for which the
Option is being exercised shall be made (i) in cash, by check, or cash
equivalent, (ii) by tender to the Company, or attestation to the
ownership, of whole shares of Stock owned by the Optionee having a Fair Market
Value (as determined by the Company without regard to any restrictions on
transferability applicable to such stock by reason of federal or state
securities laws or agreements with an underwriter for the Company) not less
than the aggregate Exercise Price, (iii) by means of a Cashless Exercise,
as defined in Section 4.3(b), or (iv) by any combination of the
foregoing.  (b)Limitations on Forms of
Consideration.  (i)Tender of Stock.Notwithstanding the foregoing, the Option may not be exercised by tender
to the Company, or attestation to the ownership, of shares of Stock to the
extent such tender or attestation would constitute a violation of the
provisions of any law, regulation or agreement restricting the redemption of
the Companys stock.  The Option may not be
exercised by tender to the Company of shares of Stock unless such shares either
have been owned by the Optionee for more than six (6) months or were not
acquired, directly or indirectly, from the Company.  (ii)Cashless Exercise.A
Cashless Exercise
means the delivery of a properly executed notice together with irrevocable
instructions to a broker in a form acceptable to the Company providing for the
assignment to the Company of the proceeds of a sale or loan with respect to
some or all of the shares of Stock acquired upon the exercise of the Option
pursuant to a program or procedure approved by the Company (including, without
limitation, through an exercise complying with the provisions of
Regulation T as promulgated from time to time by the Board of Governors of
the Federal Reserve System).  The Company
reserves, at any and all times, the right, in the Companys sole and absolute discretion, to  3


establish, decline
to approve or terminate any such program or procedure, including with respect
to the Optionee notwithstanding that such program or procedures may be
available to others.  4.4Tax Withholding.  (a)In General. 
At the time the Option is exercised, in whole or in part, or at any time
thereafter as requested by the Company, the Optionee hereby authorizes
withholding from payroll and any other amounts payable to the Optionee, and
otherwise agrees to make adequate provision for (including by means of a
Cashless Exercise to the extent permitted by the Company), any sums required to
satisfy the federal, state, local and foreign tax withholding obligations of
the Participating Company Group, if any, which arise in connection with the
Option.  The Company shall have no
obligation to deliver shares of Stock until the tax withholding obligations of
the Participating Company Group have been satisfied by the Optionee.  (b)Withholding in Shares.The Company
may permit or require the Optionee to satisfy all or any portion of a
Participating Companys tax withholding obligations upon exercise of the Option
by deducting from the shares of Stock otherwise issuable to the Optionee upon
such exercise a number of whole shares having a fair market value, as
determined by the Company as of the date of exercise, not in excess of the
amount of such tax withholding obligations determined by the applicable minimum
statutory withholding rates.  Any adverse
consequences to the Optionee resulting from the procedure permitted under this
Section, including, without limitation, tax consequences, shall be the sole
responsibility of the Optionee.  4.5Beneficial Ownership of Shares;
Certificate Registration.The Optionee hereby authorizes the Company, in its sole discretion, to
deposit for the benefit of the Optionee with any broker with which the Optionee
has an account relationship of which the Company has notice any or all shares
acquired by the Optionee pursuant to the exercise of the Option.  Except as provided by the preceding sentence,
a certificate for the shares as to which the Option is exercised shall be
registered in the name of the Optionee, or, if applicable, in the names of the
heirs of the Optionee.  4.6Restrictions on Grant of the
Option and Issuance of Shares.The grant of the Option and the issuance of shares of Stock upon
exercise of the Option shall be subject to compliance with all applicable
requirements of federal, state or foreign law with respect to such
securities.  The Option may not be
exercised if the issuance of shares of Stock upon exercise would constitute a
violation of any applicable federal, state or foreign securities laws or other
law or regulations or the requirements of any stock exchange or market system
upon which the Stock may then be listed. 
In addition, the Option may not be exercised unless (i) a
registration statement under the Securities Act shall at the time of exercise
of the Option be in effect with respect to the shares issuable upon exercise of
the Option or (ii) in the opinion of legal counsel to the Company, the
shares issuable upon exercise of the Option may be issued in accordance with
the terms of an applicable exemption from the registration requirements of the
Securities Act.  THE OPTIONEE IS
CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING
CONDITIONS ARE SATISFIED.  ACCORDINGLY,
THE OPTIONEE MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN
THOUGH THE OPTION IS VESTED.  The
inability of the Company to obtain from any  4


regulatory body
having jurisdiction the authority, if any, deemed by the Companys legal counsel to be necessary to the
lawful issuance and sale of any shares subject to the Option shall relieve the
Company of any liability in respect of the failure to issue or sell such shares
as to which such requisite authority shall not have been obtained.  As a condition to the exercise of the Option,
the Company may require the Optionee to satisfy any qualifications that may be
necessary or appropriate, to evidence compliance with any applicable law or
regulation and to make any representation or warranty with respect thereto as
may be requested by the Company.  4.7Fractional Shares.The Company shall not be required to issue
fractional shares upon the exercise of the Option.  5.NONTRANSFERABILITY
OF THE OPTION.  During the lifetime of
the Optionee, the Option shall be exercisable only by the Optionee or the
Optionees guardian or legal representative. 
The Option shall not be subject in any manner to anticipation,
alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or
garnishment by creditors of the Optionee or the Optionees beneficiary, except
transfer by will or by the laws of descent and distribution.  Following the death of the Optionee, the
Option, to the extent provided in Section 7, may be exercised by the
Optionees legal representative or by any person empowered to do so under the
deceased Optionees will or under the then applicable laws of descent
and distribution.  6.TERMINATION
OF THE OPTION.  The Option shall
terminate and may no longer be exercised on the first to occur of (a) the
Option Expiration Date, (b) the last date for exercising the Option
following termination of the Optionees Service as described in Section 7,
or (c) a Change in Control to the extent provided in Section 8.  7.EFFECT OF
TERMINATION OF SERVICE.  7.1Option Exercisability.The Option shall terminate immediately upon the
Optionees termination of Service to the extent that it is then unvested and
shall be exercisable after the Optionees termination of Service to the extent
it is then vested only during the applicable time period as determined below
and thereafter shall terminate.  (a)Disability.If the
Optionees Service with the Participating Company Group terminates because of
the Disability of the Optionee, the Option, to the extent unexercised and
exercisable on the date on which the Optionees Service terminated, may be exercised by
the Optionee (or the Optionees guardian or legal representative) at any time prior
to the expiration of twelve (12) months after the date on which the Optionees Service terminated, but in any event no
later than the Option Expiration Date.  (b)Death.If the
Optionees Service with the Participating Company Group terminates because of
the death of the Optionee, the Option, to the extent unexercised and
exercisable on the date on which the Optionees Service terminated, may be exercised by
the Optionees legal representative or other person who acquired the right to
exercise the Option by reason of the Optionees death at any time prior to the
expiration of twelve (12) months after the  5


date on which the
Optionees Service terminated, but in any event no later than the Option
Expiration Date.  The Optionees Service shall be deemed to have
terminated on account of death if the Optionee dies within three (3) months
after the Optionees termination of Service.  (c)Other Termination of
Service.If the Optionees Service with the Participating Company
Group terminates for any reason, except Disability or death, the Option, to the
extent unexercised and exercisable by the Optionee on the date on which the
Optionees Service terminated, may be exercised by the Optionee at any time
prior to the expiration of three (3) months (or such other longer period
of time as determined by the Board, in its discretion) after the date on which
the Optionees Service terminated, but in any event no later than the Option
Expiration Date.  7.2Extension if Exercise Prevented
by Law.Notwithstanding the foregoing, other than termination of Service for
Cause, if the exercise of the Option within the applicable time periods set
forth in Section 7.1 is prevented by the provisions of Section 4.6 or
a sale of shares pursuant to a Cashless Exercise of the Option would violate
the provisions of the Companys Insider Trading Policy, the Option shall remain
exercisable until three (3) months after the date such exercise or sale,
as the case may be, would no longer be prevented by such provisions, but in any
event no later than the Option Expiration Date.  7.3Extension if Optionee Subject to Section 16(b).Notwithstanding the foregoing, if a sale within the applicable time
periods set forth in Section 7.1 of shares acquired upon the exercise of
the Option would subject the Optionee to suit under Section 16(b) of
the Exchange Act, the Option shall remain exercisable until the earliest to
occur of (i) the tenth (10th) day following the date on which a sale of
such shares by the Optionee would no longer be subject to such suit, (ii) the
one hundred and ninetieth (190th) day after the Optionees termination of Service, or (iii) the
Option Expiration Date.  7.4Termination for Cause.Except as otherwise provided in a contract of employment or service
between a Participating Company and the Optionee, and notwithstanding any other
provision of this Option Agreement to the contrary, if the Optionees Service
with the Participating Company Group is terminated for Cause, the Option shall
terminate and cease to be exercisable immediately upon such termination of
Service.  8.CHANGE IN
CONTROL.  8.1Definitions:  (a)An Ownership Change Event
shall be deemed to have occurred if any of the following occurs with respect to
the Company:  (i) the direct or
indirect sale or exchange in a single or series of related transactions by the
stockholders of the Company of more than fifty percent (50%) of the voting
stock of the Company; (ii) a merger or consolidation in which the Company
is a party; or (iii) the sale, exchange, or transfer of all or
substantially all, as determined by the Board in its discretion, of the assets
of the Company.  (b)Change in Controlmeans, unless such term or an equivalent
term is otherwise defined with respect to an Award by the Optionees Award
Agreement or written contract of employment or service, the occurrence of any
of the following:  6


(i)an Ownership Change Event or a series of
related Ownership Change Events (collectively, a Transaction)
in which the stockholders of the Company immediately before the Transaction do
not retain immediately after the Transaction, in substantially the same
proportions as their ownership of shares of the Companys voting stock
immediately before the Transaction, direct or indirect beneficial ownership of
more than fifty percent (50%) of the total combined voting power of the
outstanding voting securities of the Company or, in the case of an Ownership
Change Event described in Section 8.1(a)(iii), the entity to which the
assets of the Company were transferred (the Transferee),
as the case may be; or  (ii)the liquidation or dissolution of the
Company.  For
purposes of the preceding sentence, indirect beneficial ownership shall
include, without limitation, an interest resulting from ownership of the voting
securities of one or more corporations or other business entities which own the
Company or the Transferee, as the case may be, either directly or through one
or more subsidiary corporations or other business entities.  The Board shall have the right to determine
whether multiple sales or exchanges of the voting securities of the Company or
multiple Ownership Change Events are related, and its determination shall be
final, binding and conclusive.  8.2Effect of Change in
Control on Option.In the event of a Change in Control, the
surviving, continuing, successor, or purchasing corporation or other business
entity or parent corporation thereof, as the case may be (the Acquiring Corporation),
may, without the consent of the Optionee, either assume the Companys rights
and obligations under the Option or substitute for the Option a substantially
equivalent option for the Acquiring Corporations stock.  For purposes of this Section 8.2, the
Option shall be deemed assumed if, following the Change in Control, the Option
confers the right to purchase in accordance with its terms and conditions, for
each share of Stock subject to the Option immediately prior to the Change in
Control, the consideration (whether stock, cash or other securities or
property) to which a holder of a share of Stock on the effective date of the
Change in Control was entitled.  The
Option shall terminate and cease to be outstanding effective as of the date of
the Change in Control to the extent that the Option is neither assumed or
substituted for by the Acquiring Corporation in connection with the Change in
Control nor exercised as of the date of the Change in Control.  Notwithstanding the foregoing, shares
acquired upon exercise of the Option prior to the Change in Control and any
consideration received pursuant to the Change in Control with respect to such
shares shall continue to be subject to all applicable provisions of this Option
Agreement except as otherwise provided herein. 
Furthermore, notwithstanding the foregoing, if the corporation the stock
of which is subject to the Option immediately prior to an Ownership Change
Event described in Section 8.1(a)(i) constituting a Change in Control
is the surviving or continuing corporation and immediately after such Ownership
Change Event less than fifty percent (50%) of the total combined voting power
of its voting stock is held by another corporation or by other corporations
that are members of an affiliated group within the meaning of Section 1504(a) of
the Code without regard to the provisions of Section 1504(b) of the
Code, the Option shall not terminate unless the Board otherwise provides in its
sole discretion.  7


9.ADJUSTMENTS
FOR CHANGES IN CAPITAL STRUCTURE.  Subject to any
required action by the stockholders of the Company and the requirements of Section 409A
and 424 of the Code to the extent applicable, in the event of any change in the
Stock effected without receipt of consideration by the Company, whether through
merger, consolidation, reorganization, reincorporation, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, split-up,
split-off, spin-off, combination of shares, exchange of shares, or similar
change in the capital structure of the Company, or in the event of payment of a
dividend or distribution to the stockholders of the Company in a form other
than Stock (excepting normal cash dividends) that has a material effect on the
Fair Market Value of shares of Stock, appropriate adjustments shall be made in
the number and kind of shares subject to the Option, and in the exercise per
share, in order to prevent dilution or enlargement of the Optionees rights
under the Option.  For purposes of the
foregoing, conversion of any convertible securities of the Company shall not be
treated as effected without receipt of consideration by the Company.  If a majority of the shares which are of the
same class as the shares that are subject to outstanding Awards are exchanged
for, converted into, or otherwise become (whether or not pursuant to an
Ownership Change Event) shares of another corporation (the New Shares), the Committee may unilaterally
amend the outstanding Options to provide that such Options are exercisable for
New Shares.  In the event of any such
amendment, the number of shares subject to, and the exercise price per share
of, the Option shall be adjusted in a fair and equitable manner as determined
by the Board, in its discretion.  Any
fractional share resulting from an adjustment pursuant to this Section 9
shall be rounded down to the nearest whole number.  The Committee in its sole discretion, may
also make such adjustments in the terms of the Option to reflect, or related
to, such changes in the capital structure of the Company or distributions as it
deems appropriate.  The adjustments
determined by the Committee pursuant to this Section 9 shall be final,
binding and conclusive.  10.RIGHTS AS
A STOCKHOLDER, EMPLOYEE OR CONSULTANT.  The Optionee shall
have no rights as a stockholder with respect to any shares covered by the
Option until the date of the issuance of a certificate for the shares for which
the Option has been exercised (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the
Company).  No adjustment shall be made
for dividends, distributions or other rights for which the record date is prior
to the date such certificate is issued, except as provided in Section 9.  If the Optionee is an Employee, the Optionee
understands and acknowledges that, except as otherwise provided in a separate,
written employment agreement between a Participating Company and the Optionee,
the Optionees employment is at will and is for no specified term.  Nothing in this Option Agreement shall confer
upon the Optionee any right to continue in the Service of a Participating
Company or interfere in any way with any right of the Participating Company
Group to terminate the Optionees Service as an Employee or Consultant, as the case
may be, at any time.  11.NOTICE OF
SALES UPON DISQUALIFYING DISPOSITION.  The Optionee shall
dispose of the shares acquired pursuant to the Option only in accordance with
the provisions of this Option Agreement. 
In addition, if the Notice designates
this Option as an Incentive Stock Option, the Optionee shall (a) promptly
notify the Chief  8


Financial
Officer of the Company if the Optionee disposes of any of the shares acquired
pursuant to the Option within one (1) year after the date the Optionee
exercises all or part of the Option or within two (2) years after the Date
of Option Grant and (b) provide the Company with a description of the
circumstances of such disposition.  Until
such time as the Optionee disposes of such shares in a manner consistent with
the provisions of this Option Agreement, unless otherwise expressly authorized
by the Company, the Optionee shall hold all shares acquired pursuant to the
Option in the Optionees name (and not in the name of any nominee) for the
one-year period immediately after the exercise of the Option and the two-year
period immediately after Date of Option Grant. 
At any time during the one-year or two-year periods set forth above, the
Company may place a legend on any certificate representing shares acquired
pursuant to the Option requesting the transfer agent for the Companys stock to notify the Company of any such
transfers.  The obligation of the
Optionee to notify the Company of any such transfer shall continue
notwithstanding that a legend has been placed on the certificate pursuant to
the preceding sentence.  12.LEGENDS.  The Company may at any time place legends referencing any applicable
federal, state or foreign securities law restrictions, and, if applicable, that
the shares were acquired upon exercise of an Incentive Stock Option on all
certificates representing shares of stock subject to the provisions of this
Option Agreement.  The Optionee shall, at
the request of the Company, promptly present to the Company any and all
certificates representing shares acquired pursuant to the Option in the
possession of the Optionee in order to carry out the provisions of this
Section.  13.MISCELLANEOUS
PROVISIONS.  13.1Binding Effect.Subject to the restrictions on transfer set forth herein, this Option
Agreement shall inure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and assigns.  13.2Termination or Amendment.The Board may terminate or amend the Plan or the Option at any time;
provided, however, that except as provided in Section 8 in
connection with a Change in Control, no such termination or amendment may
adversely affect the Option or any unexercised portion hereof without the consent
of the Optionee unless such termination or amendment is necessary to comply
with any applicable law or government regulation, including, but not limited
to, Section 409A, or is required to enable the Option, if designated an
Incentive Stock Option in the Notice, to qualify as an Incentive Stock
Option.  No amendment or addition to this
Option Agreement shall be effective unless in writing.  13.3Further Instruments.The parties hereto agree to execute such
further instruments and to take such further action as may reasonably be
necessary to carry out the intent of this Option Agreement.  13.4Delivery of Documents and
Notices.Any document relating to participation in the
Plan or any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given (except to the extent that this Option
Agreement provides  9


for effectiveness
only upon actual receipt of such notice) upon personal delivery, electronic
delivery at the e-mail address, if any, provided for the Optionee by a
Participating Company, or upon deposit in the U.S. Post Office or foreign
postal service, by registered or certified mail, or with a nationally
recognized overnight courier service, with postage and fees prepaid, addressed
to the other party at the address of such party set forth in the Grant Notice
or at such other address as such party may designate in writing from time to
time to the other party.  (a)Description of Electronic Delivery.The Plan documents, which may include but do not necessarily include:
the Plan, the Grant Notice, this Option Agreement, the Plan Prospectus, and any
reports of the Company provided generally to the Companys stockholders, may be
delivered to the Optionee electronically. 
In addition, the Optionee may deliver electronically the Grant Notice
and Exercise Notice called for by Section 4.2 to the Company or to such
third party involved in administering the Plan as the Company may designate
from time to time.  Such means of
electronic delivery may include but do not necessarily include the delivery of
a link to a Company intranet or the Internet site of a third party involved in
administering the Plan, the delivery of the document via e-mail or such other
means of electronic delivery specified by the Company.  (b)Consent
to Electronic Delivery.The Optionee
acknowledges that the Optionee has read Section 13.4(a) of this
Option Agreement and consents to the electronic delivery of the Plan documents
and the delivery of the Grant Notice and Exercise Notice, as described in Section 13.4(a).  The Optionee acknowledges that he or she may
receive from the Company a paper copy of any documents delivered electronically
at no cost to the Optionee by contacting the Company by telephone or in
writing.  The Optionee further
acknowledges that the Optionee will be provided with a paper copy of any
documents if the attempted electronic delivery of such documents fails.  Similarly, the Optioneeunderstands
that the Optionee must provide the Company or any designated third party
administrator with a paper copy of any documents if the attempted electronic
delivery of such documents fails.  The
Optionee may revoke his or her consent to the electronic delivery of documents
described in Section 13.4(a) or may change the electronic mail
address to which such documents are to be delivered (if Optionee has provided
an electronic mail address) at any time by notifying the Company of such
revoked consent or revised e-mail address by telephone, postal service or
electronic mail.  Finally, the Optionee
understands that he or she is not required to consent to electronic delivery of
documents described in Section 13.4(a).  13.5Integrated Agreement.The Notice, this Option Agreement and the Plan constitute the entire
understanding and agreement of the Optionee and the Participating Company Group
with respect to the subject matter contained herein or therein and supersedes
any prior agreements, understandings, restrictions, representations, or
warranties among the Optionee and the Participating Company Group with respect
to such subject matter other than those as set forth or provided for herein or
therein.  To the extent contemplated
herein or therein, the provisions of the Notice and the Option Agreement shall
survive any exercise of the Option and shall remain in full force and effect.  13.6Applicable Law.This Option Agreement shall be governed by the laws of the State of
Delaware as such laws are applied to agreements between Delaware residents
entered into and to be performed entirely within the State of Delaware.  13.7Counterparts.The Notice may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.  10


 ̈Incentive Stock Option
  Optionee: ̈Nonstatutory Stock OptionDate:  STOCK
OPTION EXERCISE NOTICE  AXT, Inc. Attention: Chief
Financial Officer 4281 Technology Drive
Fremont, California 94538  Ladies and Gentlemen:  1.Option.I was granted an option (the Option) to purchase shares
of the common stock (the Shares)
of AXT, Inc. (the Company)
pursuant to the Companys equity incentive plan identified below  (the Plan),
my Notice of Grant of Stock Option (the Notice)
and my Stock Option Agreement (the Option
Agreement) as follows:  Company Equity Incentive Plan:
  
  2007 Equity Incentive
  PlanGrant Number:Date of Option Grant:Number of Option Shares:Exercise Price per Share:
  
  $  2.Exercise of Option. 
I hereby elect to exercise the Option to purchase the following number
of Shares:  Total Shares Purchased:Total Exercise Price (Total Shares X Price per
  Share)
  
  $  3.Payments.  I enclose
payment in full of the total exercise price for the Shares in the following
form(s), as authorized by my Option Agreement:   ̈Cash:
  
  $ ̈Check:
  
  $ ̈Tender of Company Stock:
  
  Contact Plan Administrator ̈Cashless exercise (same-day sale)
  
  Contact Plan Administrator  4.Tax Withholding.Subject to the
Option Agreement, I authorize payroll withholding and otherwise will make
adequate provision for the federal, state, local and foreign tax withholding
obligations of the Company, if any, in connection with the Option.  If I am exercising a Nonstatutory Stock Option,
I enclose payment in full of my withholding taxes, if any, as follows:  1


(Contact
Plan Administrator for amount of tax due.)   ̈Cash:
  
  $ ̈Check:
  
  $ ̈Tender of Company Stock:
  
  Contact Plan Administrator ̈Cashless Exercise (same-day sale)
  
  Contact Plan Administrator  5.Optionee Information.  My address is:   My Social Security
Number is:  6.Notice of Disqualifying Disposition.If the Option
is an Incentive Stock Option, I agree that I will promptly notify the Chief
Financial Officer of the Company if I transfer any of the Shares within one (1) year
from the date I exercise all or part of the Option or within two (2) years
of the Date of Option Grant.  7.Binding Effect.I agree that
the Shares are being acquired in accordance with and subject to the terms,
provisions and conditions of the Option Agreement, to all of which I hereby
expressly assent.  This Agreement shall
inure to the benefit of and be binding upon the my heirs, executors,
administrators, successors and assigns.  I understand that
I am purchasing the Shares pursuant to the terms of the Plan, the Notice and my
Option Agreement, copies of which I have received and carefully read and
understand.  Very truly yours,(Signature)  Receipt of the above is hereby acknowledged.AXT, INC.By:Title:Dated:  2


AXT, INC. 2007 EQUITY INCENTIVE PLAN JOINT ESCROW INSTRUCTIONS (Restricted Stock Award)  These Joint Escrow
Instructions are entered into as of
                              ,
200    .  RECITALS  AXT, Inc., a
Delaware corporation (the Company),
and                                         
(the Participant)
desire to appoint the Secretary of the Company as their agent (the Agent) with respect
to certain certificate(s) evidencing shares of the Companys common stock
(the Stock)
acquired pursuant to the Notice of Grant of Restricted Stock and Restricted
Stock Agreement attached hereto as Exhibit A (collectively the Agreement).  ESCROW INSTRUCTIONS  The Company and the
Participant hereby authorize and direct the Agent to hold the documents and
certificate(s) delivered to the Agent pursuant to these Escrow
Instructions and to take the following actions with respect thereto, and the
Company and the Participant hereby agree as follows:  (a)The Participant hereby delivers
and/or agrees to deliver to the Agent the Participants certificate(s) evidencing
the Stock and an Assignment Separate From Certificate executed in blank.  The Participant irrevocably authorizes the
Company to deposit with the Agent any certificate(s) evidencing shares of
the Companys common stock acquired by the Participant pursuant to the
Agreement which the Company may from time to time issue to the Participant
during the term of these Escrow Instructions.  (b)The provisions of these Escrow
Instructions shall apply for so long as the Stock is subject to the Company
Reacquisition Right set forth in the Agreement (the Reacquisition Right).  Upon termination of the Companys
Reacquisition Right, this escrow shall terminate.  (c)In the event the Company shall
elect to exercise any of the Reacquisition Right, the Company shall give to the
Participant and the Agent a written notice (the Reacquisition Notice) which states (a) the
terms and conditions of such reacquisition, determined in accordance with the
provisions of the Agreement, and (b) a time and date for a closing
hereunder at the principal office of the Company.  The Participant and the Company hereby
irrevocably authorize and direct the Agent to close the transaction
contemplated by the Reacquisition Notice in accordance with the terms of the
Reacquisition Notice.  At the closing,
the Agent shall deliver the certificate(s) evidencing the shares of Stock
to be transferred to the Company.  The
balance of any such shares of Stock shall be retained by the Agent and held in
accordance with these Escrow Instructions.  (d)The Company may at any time
release some or all of the Stock from the provisions of these Escrow
Instructions by giving written notice to the Participant and the Agent
directing delivery to the Participant of the shares of Stock to be
released.  The Participant may  1


request that the Company direct the Agent to release
from the provisions of these Escrow Instructions the shares of Stock which are
no longer subject to the Companys Reacquisition Right, and the Company shall
give to the Participant and the Agent written notice directing delivery to the
Participant of the shares of Stock to be released.  The Agent shall use its best efforts to cause
the certificate(s) evidencing the Stock held by the Agent to be delivered
to the Participant pursuant to such notice within ten (10) days from
receipt of such notice.  (e)To facilitate the exercise of any
of the Reacquisition Right, and the performance of these instructions, the Participant
does hereby constitute and appoint the Agent as the Participants
attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities all stock certificates, stock assignments, or other
instruments which shall be necessary or appropriate to make such securities
negotiable and complete any transaction herein contemplated.  The Participant understands that such
appointment is coupled with an interest and is irrevocable.  Subject to the provisions of these Escrow
Instructions, the Participant shall exercise all rights and privileges of a
stockholder of the Company while the Stock is held by the Agent; provided,
however, the Participant may not sell, transfer, dispose of, or in any manner
encumber any shares of the Stock while such shares of Stock are held by Agent
hereunder.  (f)If at the time of termination of
this escrow, the Agent shall have in its possession any documents, securities,
or other property belonging to the Participant, the Agent shall deliver all of
same to the Participant and shall be discharged of all further obligations
hereunder.  (g)The Agents duties hereunder may
be altered, amended, modified, or revoked only by a writing signed by the
Company and the Participant, and approved by the Agent.  (h)The Agent shall not be personally
liable for any act the Agent may do or omit to do hereunder as escrow agent,
agent for the Company, or attorney in fact for the Participant while acting in
good faith and in the exercise of the Agents own good judgment, and any act
done or omitted by the Agent pursuant to the advice of the Agents own
attorneys shall be conclusive evidence of such good faith.  (i)The Agent is hereby expressly
authorized to disregard any and all warnings by any of the parties hereto or by
any other person, firm, corporation, or other entity, excepting only orders or
process of courts of law, and is hereby expressly authorized to comply with and
obey orders, judgments, or decrees of any court.  In the event the Agent obeys or complies with
any such order, judgment, or decree of any court, the Agent shall not be liable
to any of the parties hereto or to any other person, firm, corporation, or
other entity by reason of such compliance notwithstanding that any such order,
judgment, or decree shall be subsequently reversed, modified, annulled, set
aside, vacated, or found to have been entered without jurisdiction.  (j)The Agent shall not be liable in
any respect on account of the identity, authorities, or rights of the parties
executing or delivering or purporting to execute or deliver any agreements or
documents called for by the Agreement or any documents or papers deposited or
called for hereunder.  (k)The Agent shall not be liable for
the barring of any rights under the statute of limitations with respect to
these Escrow Instructions or any documents deposited with the Agent.  2


(l)By signing these Escrow
Instructions, the Agent becomes a party hereto only for the purpose of said
Escrow Instructions.  The Agent shall not
be considered a party to the Agreement or to any documents or agreements called
for by the Agreement.  (m)The Agent may resign from its
duties hereunder at any time upon written notice to the Company and the
Participant and delivery of all documents and certificates held in this escrow
to the successor escrow agent.  If a
successor escrow agent has not been appointed within thirty (30) days, the
Agent may deliver all such documents and certificates to the Company, at which
time, all further responsibilities and duties of the Agent shall cease.  (n)If prior to the termination of
these Escrow Instructions the Agent shall resign or otherwise cease to operate
as escrow agent, a successor escrow agent shall be designated by the Board of
Directors of the Company.  The Board of
Directors of the Company may, at any time, substitute another party in the
Agents place as escrow agent hereunder, and the Participant hereby expressly
accepts such substitution.  (o)All notices and other communications
hereunder shall be in writing and shall be deemed given if delivered personally
or mailed by registered or certified mail (return receipt requested) to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):  (1)if to the Company, to:  AXT, Inc. 4281 Technology Drive Fremont, California 94538 Attn:  Chief Financial Officer  (2)if to the Participant, to the address set forth below the Participants
signature below.  (3)if to the Agent, to:  Corporate Secretary AXT, Inc. 4281 Technology Drive Fremont, California 94538  (p)The provisions of these Escrow
Instructions shall inure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, successors and
assigns.  (q)These Escrow Instructions shall
be governed, to the fullest extent possible, by the laws contained in the
California Commercial Code, including any regulations or judicial
interpretations with respect thereto.  To
the extent that any matter is not governed by the laws contained in the
California Commercial Code, such matter shall be governed by the laws of the
state of the Participants residence as such laws are applied to agreements
between residents of such state entered into and to be performed entirely
within such state.  3


(r)The terms and conditions of these
Escrow Instructions, including all terms and conditions incorporated by
reference herein, shall survive the exercise of the option granted pursuant to
the Agreement and shall continue in full force and effect thereafter.  (s)These Escrow Instructions and the
Agreement contain the entire understanding of the Company and the Participant
with respect to the subject matter contained herein, and there are no other
contracts, agreements, understandings, representations, warranties, or
covenants with respect to the subject matter contained herein.  IN WITNESS WHEREOF, the
Company and the Participant have executed these Escrow Instructions as of the
date first above written.  AXT, INC.By:Title:PARTICIPANT:SignatureAddressESCROW AGENT:By  4


ASSIGNMENT
SEPARATE FROM CERTIFICATE  FOR VALUE RECEIVED
the undersigned does hereby sell, assign and transfer unto  (                          )
shares of the
                            
Capital Stock of AXT, Inc. standing in the undersigneds name on the books
of said corporation represented by Certificate No.                            
herewith and does hereby irrevocably constitute and appoint
                                                                
Attorney to transfer the said stock on the books of said corporation with full
power of substitution in the premises.   Dated:SignaturePrint Name  Instructions: 
Please do not fill in any blanks other than the signature line.  The purpose of this assignment is to enable
the Company to exercise its Reacquisition Right set forth in the Agreement
without requiring additional signatures on the part of the Participant.


AXT, INC. NOTICE OF
GRANT OF RESTRICTED STOCK AWARD  (the Participant)
has been granted an award (the Award)
pursuant to the AXT, Inc. 2007 Equity Incentive Plan (the Plan) of certain shares of Common
Stock (the Shares)
of AXT, Inc., as follows:  Grant Number:Date of Grant:Total Number of Shares:Initial Vesting Date:
  
  The one-year anniversary of the Date of Grant.Vested Shares:
  
  Except as provided in the Restricted Stock Agreement,
  the number of Vested Shares (disregarding any resulting fractional share) as
  of any date is determined by multiplying the Total Number of Shares by the Vested Ratio
  determined as of such date as follows:Vested RatioPrior to Initial Vesting Date
  
  0%On Initial Vesting Date, provided the Participants
  Service has not terminated prior to such date
  
  33%On each subsequent anniversary of the Initial
  Vesting Date, provided the Participants Service has not terminated prior to
  such date
  
  33%  By their
signatures below, the Company and the Participant agree that the Award is
governed by this Grant Notice and by the provisions of the Plan and the
Restricted Stock Agreement attached to and made a part of this document.  The Participant acknowledges receipt of a
copy of the Plan and the Restricted Stock Agreement, and represents that the
Participant has read and is familiar with the provisions of the Plan, this Grant
Notice and the Restricted Stock Agreement, and hereby accepts the Award subject
to all applicable terms and conditions.  AXT, INC.
  
  PARTICIPANTBy:SignatureIts:DateAddress
  
  Address  ATTACHMENTS:AXT, Inc. 2007 Equity Incentive Plan,
Restricted Stock Agreement; Joint Escrow Instructions; Assignment Separate from
Certificate


AXT, INC.  TIME
SENSITIVE MATERIAL YOUR
IMMEDIATE ATTENTION IS REQUIRED  TO:
  [Employee Name]FROM:
  [Company Officer]DATE:RE:
  Section 83(b) Election in Connection
  with Your Receipt of a Restricted Stock Award  YOUR RESTRICTED STOCK AWARD GRANT DATE:SEC. 83(b) ELECTION POSTMARK DEADLINE(1):  On the grant date
above, you acquired unvested shares of the companys stock pursuant to a
restricted stock award.  The income tax
consequences of your receipt of unvested shares of stock and the subsequent
vesting of those shares are quite complex, and we strongly urge you to consult
with a tax or financial advisor knowledgeable regarding your financial
circumstances and restricted stock award.  As described in
the attached memorandum prepared by our legal counsel, you may derive
significant tax benefits by filing with the Internal Revenue Service an
election under Section 83(b) of the Internal Revenue Code (a Section 83(b) Election).  However, if you wish to make a Section 83(b) Election,
it must be filed with the IRS no later than
30 days after the date on which you acquired your restricted stock.  THEREFORE, YOUR PROMPT
ATTENTION TO THIS MATTER IS REQUIRED.  Please review the
attached memorandum.  If you decide to
file a Section 83(b) Election, a sample form of Section 83(b) Election
is enclosed for your convenience. 
However, as the taxpayer, you are solely responsible for the timely
filing of your Section 83(b) Election.  Please follow the filing instructions
contained in the memorandum.  The attached
memorandum is intended only as a general guide. 
Neither the company nor our legal counsel is providing you with tax or
other legal advice.  We strongly
recommend that you consult with your personal tax or financial advisor to
determine whether filing a Section 83(b) Election is appropriate for
you.  Enclosures  
 (1) The date
30 days after the date of grant of your restricted stock award.  If the deadline falls on Saturday, Sunday or
a legal holiday, the filing will be timely if the U.S. mail postmark is on the
next day that is not a Saturday, Sunday or a legal holiday.


MEMORANDUM  TO:
  AXT, Inc.FROM:
  DLA Piper US LLPDATE:
  June 12, 2007RE:
  Election under Section 83(b) of the
  Internal Revenue Code upon Receipt of Unvested Shares of Stock  As counsel to AXT, Inc.
(the Company), we have prepared this memorandum to assist you to alert
participants who receive awards of restricted stock that are subject to the
Company Reacquisition Right of the potential application of an election under Section 83(b) (a
Section 83(b) Election) of the Internal Revenue Code of 1986.  A participant who wishes
to make a Section 83(b) Election must file the election with the
Internal Revenue Service (the IRS) no later than thirty (30) days after the date
on which the unvested shares were acquired. 
ACCORDINGLY, PROMPT ATTENTION TO THIS MATTER IS REQUIRED.  This information
is intended to be a general summary of the issues involved for federal income
tax purposes as of the date set forth above. 
A participants particular circumstances may result in consequences
different from those described.  In
addition, the application of state, local, and foreign tax consequences is
beyond the scope of this memorandum. 
Participants are advised, therefore, to consult their own tax advisor
regarding the tax consequences to the participant of the acquisition and
vesting of shares of restricted stock and subsequent sale of the stock.  A participant who
acquires unvested shares of stock (Unvested Shares) is subject to the Company
Reacquisition Right (the Reacquisition Right) set forth in the participants
restricted stock agreement.  The
Reacquisition Right grants the Company the right to automatically reacquire
without any monetary payment to the participant (i.e., the participant will
forfeit) any shares remaining unvested on the participants termination of
service with the Company.  By filing a Section 83(b) Election
with the IRS no later than thirty (30) days after the acquisition of the
Unvested Shares, the participant may change the amount of ordinary income
recognized and the characterization of any gain recognized on a subsequent sale
of the Unvested Shares.  1.Section 83 and Treatment of Restricted Stock.If a
participant acquires, without payment of any purchase price, unvested shares of
stock of his employer that is subject to a Reacquisition Right, then the fair
market value of the stock on the date or dates the  1


Reacquisition Right
lapses (i.e., when the shares vest) is includable in the gross income of the
participant in the year such Reacquisition Right lapses.  To avoid the
potential characterization of post-acquisition appreciation as ordinary income
and to defer the payment of tax on such appreciation until the stock is sold,
the participant may file a Section 83(b) Election with the IRS no
later than 30 days after the date on which the restricted stock is transferred
to the participant (i.e., the date on which the award is granted).  The Section 83(b) Election details
the terms of the transaction, and, by making the election, the participant
agrees to report as ordinary income in the year of acquisition the excess, if
any, of the fair market value of the Unvested Shares on the date the
participant acquires them (without regard to the Reacquisition Right) over the
purchase price, if any, actually paid for the Unvested Shares.  A Section 83(b) Election
will result in immediate recognition of ordinary income equal to the fair
market value of the Unvested Shares as of the date on which they are awarded to
you.  Although the Section 83(b) Election
states what the participant believes to be the fair market value of the stock,
neither the participants nor the Companys determination of the stocks fair
market value is binding on the taxing authorities, who might assert that the
stock had a higher fair market value on the grant date than stated on the Section 83(b) Election.  By filing a Section 83(b) Election,
any gain recognized by the participant on the stock attributable to post-exercise
appreciation will be treated as a capital gain and will only be taxed at such
time as the participant sells the stock.  2.Making the Section 83(b) Election.  (a)Federal.To make a Section 83(b) Election,
the participant must file the election with the IRS Service Center where the
participant files his or her Form 1040 return no later than thirty (30)
days after the date on which the participant acquires Unvested Shares.  A sample form of Section 83(b) Election
is attached to this memorandum.  To
complete the form, the participant should:  ·Enter the participants name, address and
Social Security Number in Item 1.  ·Enter the number of Unvested Shares
acquired in Item 2.  ·Enter the date and calendar year of the
acquisition of Unvested Shares in Item 3.  ·Enter the total fair market value of the
Unvested Shares as of the date of the award, the number of Unvested Shares
acquired and their fair market value per share in Item 5.  ·Enter the total purchase price, if any,
actually paid for the Unvested Shares the number of Unvested Shares purchased
and the purchase price per share  2


in Item 6.  If you did not pay cash consideration, then
the amount paid will be zero.  ·Sign and date the form.  The participant should
mail the fully completed, signed and dated original and one photocopy of the Section 83(b) Election
to the IRS office where the participant files his or her federal income tax
return.  We recommend that the Section 83(b) Election
be sent by certified mail, return receipt requested and that the letter
transmitting the election request that the IRS acknowledge receipt of the
election by signing and dating or received-stamping the enclosed photocopy of
the Section 83(b) Election.  A
self-addressed, stamped envelope must be enclosed for return of the
acknowledgment copy.  To be timely filed, the Section 83(b) Election
must be postmarked by the U.S. Postal Service no later than 30 days after the
date on which the participant acquired the Unvested Shares.  This is an absolute deadline.  There is no grace period, and no extension is
available.  If the deadline falls on
Saturday, Sunday or a legal holiday, the filing will be timely if the Section 83(b) Election
is postmarked on the next day that is not a Saturday, Sunday or a legal
holiday.  If the participant
files the Section 83(b) Election, he or she must send a photocopy of
the election to the Company for its records. 
The participant should also retain a copy of the Section 83(b) Election.  Finally,
the participant must file an additional copy of the section 83(b) Election
with his or her federal income tax return for the taxable year in which the
shares were purchased.  (b)State.Participants should consult with their personal
tax or financial advisor to determine the state and local tax consequences with
respect to the acquisition of Unvested Shares.  3.Consultation with Tax Advisors.DLA Piper US LLP
is legal counsel to the Company and not to any individual affiliated with the
Company.  This memorandum is intended
only as a general guide.  It must not be
construed as providing tax or other legal advice.  The tax consequences of restricted stock
awards are complex and subject to change. 
In addition, the circumstances of a particular participant may result in
some variation of the above-described rules, and the application of state,
local, or foreign taxes not described in this memorandum may affect a
participants situation.  Accordingly,
participants are urged to consult with their own personal tax or financial
advisor prior to acquiring any restricted stock and prior to the sale of any
such shares.  3


SAMPLE  Internal Revenue Service   [IRS Service Center where Form 1040 is
Filed]  Re:Section 83(b) Election  Dear Sir or Madam:  The following information
is submitted pursuant to section 1.83-2 of the Treasury Regulations in
connection with this election by the undersigned under section 83(b) of
the Internal Revenue Code of 1986, as amended (the Code).  1.The name, address and taxpayer
identification number of the taxpayer are:  Name:Address:Social Security Number:  2.The following is a description of each
item of property with respect to which the election is made:  shares of common
stock of AXT, Inc. (the Shares), acquired from AXT, Inc. (the Company).  3.The property was transferred to the
undersigned on:  Restricted stock grant
  date:  The taxable year for
which the election is made is:  Calendar Year  4.The nature of the restriction to which
the property is subject:  The Shares are subject to
reacquisition by the Company upon the occurrence of certain events.  This reacquisition right lapses with regard
to a portion of the Shares based upon the continued performance of services by
the taxpayer over time.  1


5.The following is the fair market value at
the time of transfer (determined without regard to any restriction other than a
restriction which by its terms will never lapse) of each property with respect
to which the election is made:  $                                    
(                          
Shares at $                    
per share).  The property was
transferred to the taxpayer pursuant to the grant of a restricted stock award.  6.The following is the amount paid for the
property:  None.  7.A copy of this election has been
furnished to the Company, the corporation for which the services were performed
by the undersigned.  Please acknowledge
receipt of this election by date or received-stamping the enclosed copy of this
letter and returning it to the undersigned. 
A self-addressed stamped envelope is provided for your convenience.   Very truly yours,   Date:   Enclosures cc:  AXT, Inc.  2


SAMPLE   Date:  CERTIFIED MAIL RETURN RECEIPT REQUESTED  Internal Revenue Service   [IRS Service Center where Form 1040 is
Filed]  Re:Section 83(b) Election Name of Taxpayer: SSN:  Dear Sir or Madam:  Enclosed please find an
original and one copy of an election under section 83(b) of the
Internal Revenue Code of 1986, as amended.  Please acknowledge
receipt of the enclosed by date- or receive-stamping the enclosed copy of the
election and returning it to the undersigned. 
A self-addressed stamped envelope is enclosed for your convenience.  Very truly yours,      Enclosures


ACKNOWLEDGMENT
OF RECEIPT OF SECTION 83(b) MATERIALS  The undersigned
participant (Participant) hereby acknowledges receipt of a sample form for
making an election pursuant to section 83(b) of the Internal Revenue
Code of 1986, as amended, and a memorandum regarding such election in
connection with the Participants receipt of a restricted stock award under the
AXT, Inc. 2007 Equity Incentive Plan.   Dated:SignatureName printed