**Exhibit 10.21**

 

**PHOTON DYNAMICS, INC.**

 

**AMENDED AND RESTATED**

 

**1995 STOCK OPTION PLAN**

 

**1.**Establishment, Purpose and Definitions.****

 

**(a)**There is hereby adopted the 1995 Stock Option Plan (the “***Plan***”) of Photon Dynamics, Inc. (the“***Company***”). 

 

**(b)**The purpose ofthe Plan is to provide a means whereby eligible individuals (as defined in Section 4 below) can acquire Common Stock of the Company (the “***Stock***”). The Plan provides employees (including officers and directors who areemployees) of the Company and its Affiliates an opportunity to purchase shares of Stock pursuant to options which may qualify as incentive stock options (referred to as “***incentive stock options***”) under Section 422 of theInternal Revenue Code of 1986, as amended (the “***Code***”), and employees, officers, directors, independent contractors, and consultants of the Company and of its Affiliates an opportunity to purchase shares of Stock pursuant tooptions which are not described in Sections 422 or 423 of the Code (referred to as “***nonqualified stock options***”). 

 

**(c)**The term “***Affiliates***” as used in the Plan means parent or subsidiary corporations, as defined in Sections 424(e) and(f) of the Code (but substituting “the Company” for “employer corporation”), including parents or subsidiaries which become such after adoption of the Plan.

 

**2.**Administration of the Plan. 

 

**(a)**The Plan shall be administered by the Board of Directors of the Company (the “***Board***”).Subject to Section 2(e) below, the Board may delegate the responsibility for administering the Plan to a committee, under such terms and conditions as the Board shall determine (the “***Committee***”). The Committee shall consistof two or more members of the Board or such lesser number of members of the Board as permitted by Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (“***Rule 16b-3***”). Except as permitted by Rule 16b-3,none of the members of the Committee shall receive, while serving on the Committee, or during the one-year period preceding appointment to the Committee, a grant or award of equity securities under (i) the Plan or (ii) any other plan of the Companyor its Affiliates under which the participants are entitled to acquire Stock (including restricted Stock), stock options, stock bonuses, related rights or stock appreciation rights of the Company or any of its Affiliates, other than pursuant to thegrant of automatic options provided in Section 7 below and pursuant to transactions in any such other plan which do not disqualify a director from being a disinterested person under Rule 16b-3. The limitations set forth in this Section 2(a) shallautomatically incorporate any additional requirements that may in the future be necessary for the Plan to comply with Rule 16b-3. Members of the Committee shall serve at the pleasure of the Board. The Committee shall select one of its members aschairman, and shall hold meetings at such times and places as it may determine. A majority of the Committee shall constitute a quorum and acts of the Committee at which a 

quorum is present, or acts reduced to or approved in writing by all of the members of the Committee, shall be the validacts of the Committee. If the Board does not delegate administration of the Plan to the Committee, then each reference in this Plan to “the Committee” shall be construed to refer to the Board. 

 

**(b)**Except for options granted to Non-Employee Directors pursuant toSection 7, the Committee shall determine which eligible individuals (as defined in Section 4 below) shall be granted options under the Plan, the timing of such grants, the terms thereof (including any restrictions on the Stock), and the number ofshares subject to such options. 

 

**(c)**Except for optionsgranted to Non-Employee Directors pursuant to Section 7, the Committee may amend the terms of any outstanding option granted under this Plan, but any amendment which would adversely affect the optionee’s rights under an outstanding option shallnot be made without the optionee’s written consent. The Committee may, with the optionee’s written consent, cancel any outstanding stock option or accept any outstanding stock option in exchange for a new option. Notwithstanding theforegoing, the Committee may (i) reduce the exercise price of outstanding options, (ii) cancel outstanding options and replace them with options with a lower exercise price or (iii) accept outstanding stock options in exchange for new options with alower exercise price only with the prior approval of the Company’s shareholders. 

 

**(d)**The Committee shall have the sole authority, in its absolute discretion, to adopt, amend, and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan, toconstrue and interpret the Plan, the rules and the regulations, and the instruments evidencing options or Stock granted under the Plan. All decisions, determinations, and interpretations of the Committee shall be binding on all participants.Notwithstanding the foregoing, the Committee shall not exercise any discretionary functions with respect to options granted to Non-Employee Directors pursuant to Section 7. 

 

**(e)**Notwithstanding the foregoing provisions of this Section 2, grants of options to any “***CoveredEmployee***,” as such term is defined by Section 162(m) of the Code shall be made only by a subcommittee of the Committee which, in addition to meeting other applicable requirements of this Section 2, is composed solely of two or more“outside directors,” within the meaning of Section 162(m) of the Code and the regulations thereunder (the “***Subcommittee***”) to the extent necessary to qualify such grants as “performance-based compensation”under Section 162(m). In case of such grants to Covered Employees, references to the “Committee” shall be deemed to be references to the Subcommittee as specified above. 

 

**3.**Stock Subject to the Plan. 

 

**(a)**The aggregate number of shares of Common Stock of the Company available for grant of options under the Plan shallbe 3,390,943 shares. If an option is surrendered (except surrender for shares of Stock) or for any other reason ceases to be exercisable in whole or in part, the shares which were subject to such option but as to which the option had not beenexercised shall continue to be available under the Plan. 

 

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**(b)**If there is any change in the Stock subject to any option granted under the Plan, throughmerger, consolidation, reorganization, recapitalization, reincorporation, stock split, stock dividend (in excess of two percent (2%)), or other change in the capital structure of the Company, appropriate adjustments shall be made by the Committee inorder to preserve but not to increase the benefits to the individual, including adjustments to the number and kind of shares and the price per share subject to outstanding options. 

 

**4.**Eligible Individuals. The persons eligible to participate in the Plan (other than pursuant to Section 7)are such employees, officers, independent contractors, and consultants of the Company or an Affiliate as the Committee, in its discretion, shall designate from time to time. Notwithstanding the foregoing, only employees of the Company or anAffiliate (including officers and directors who are bona fide employees) shall be eligible to receive incentive stock options. Except for grants pursuant to Section 7, such eligible individuals shall not include Non-Employee Directors. 

 

**5.**The Option Price. Except as provided in Section 7, theexercise price of each stock option shall not be less than the per share fair market value of the Stock subject to such option on the date the option is granted. Notwithstanding the foregoing, in the case of an incentive stock option granted to aperson possessing more than ten percent of the combined voting power of the Company or an Affiliate, the exercise price shall be not less than 110 percent (110%) of the fair market value of the Stock on the date the option is granted. The exerciseprice of an option shall be subject to adjustment to the extent provided in Section 3(b) above. 

 

**6.**Terms and Conditions of Options. 

 

**(a)**Each option granted pursuant to the Plan will be evidenced by a written Stock Option Agreement executed by the Company and the person to whomsuch option is granted. 

 

**(b)**The Committee shalldetermine the term of each option granted under the Plan; provided, however, that (i) the term of each option shall not be more than ten (10) years, (ii) in the case of an incentive stock option granted to a person possessing more thanten percent (10%) of the combined voting power of the Company or an Affiliate, the term of each incentive stock option shall be no more than five (5) years, and (iii) the term of an option granted pursuant to Section 7 shall be as provided inSection 7. 

 

**(c)**In the case of incentive stock options,the aggregate fair market value (determined as of the time such option is granted) of the Stock with respect to which incentive stock options are exercisable for the first time by an eligible employee in any calendar year (under this Plan and anyother plans of the Company or its Affiliates) shall not exceed $100,000. If the aggregate fair market value of the Stock with respect to which incentive stock options are exercisable by an optionee for the first time during any calendar year exceeds$100,000, such options shall be treated as nonqualified options to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking options into account in the order in which they were granted.

 

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**(d)**Except for grants to Non-Employee Directors pursuant to Section 7, which shall be granted onthe form of Stock Option Agreement attached hereto as Exhibit A, the Stock Option Agreement may contain such other terms, provisions, and conditions as may be determined by the Committee not inconsistent with this Plan. If an option, or any partthereof is intended to qualify as an incentive stock option, the Stock Option Agreement shall contain those terms and conditions which are necessary to so qualify it. 

 

**(e)**The maximum number of shares of Stock with respect to which options may be granted to any individual per calendaryear under the Plan shall be 250,000 shares, subject to adjustment pursuant to Section 3(b). To the extent required by Section 162(m) of the Code or the regulations thereunder, in applying the foregoing limitation with respect to an employee, if anyoption is canceled, the canceled option shall continue to count against the maximum number of shares for which options may be granted to the employee under this Section 6(e). For this purpose, the repricing of an option shall be treated as acancellation of the existing option and the grant of a new option. 

 

**7.**Stock Options for Non-Employee Directors. 

 

**(a)**All grants of options pursuant to this Section 7 shall be automatic and nondiscretionary and shall be made strictly in accordance with the provisions of this Section 7. No person shall have any discretion to select whichNon-Employee Directors shall be granted options or to determine the number of shares of Stock to be covered by options granted to Non-Employee Directors, the timing of such option grants or the exercise price thereof. 

 

**(b)**An option to purchase 20,000 shares of Stock shall be granted(“***Initial Grant***”) to each director who is not an officer of the Company or an affiliate of a five percent (5%) or greater shareholder (or shareholders) of the Company (“***Non-Employee Director***”), suchInitial Grant to be made to Non-Employee Directors elected or appointed to the Board upon the date each such Non-Employee Director first becomes a Non-Employee Director following the approval date of the Plan by the shareholders. In addition,immediately following each annual meeting of the Company’s shareholders, each Non-Employee Director who continues as a Non-Employee Director following such annual meeting shall be granted an option to purchase 7,500 shares of Stock(“***Subsequent Grant***”); provided that no Subsequent Grant shall be made to any Non-Employee Director who has not served as a director of the Company, as of the time of such annual meeting, for at least one (1) year. Eachsuch Subsequent Grant shall be made on the date of the annual shareholders’ meeting in question. If any option ceases to be exercisable in whole or in part, the shares which were subject to such option but as to which the option had not beenexercised shall continue to be available under the Plan. All options granted to Non-Employee Directors shall be nonqualified stock options. 

 

**(c)**The exercise price per share of Stock covered by each option shall be the per share fair market value of the Stock on the date the option isgranted. The exercise price of an option granted under the Plan shall be subject to adjustment to the extent provided in Section 3(b) hereof. The term of each option shall be for ten (10) years. 

 

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**(d)**Each Initial Grant shall be vested and exercisable as to twenty-five percent (25%) of theshares covered thereby on each anniversary of the date of grant, so that each Initial Grant will be fully vested and exercisable four (4) years after its grant date. Each Subsequent Grant shall become vested and exercisable as to 8.33% of the sharescovered thereby each month following the date of the grant so that each Subsequent Grant will be fully vested and exercisable one (1) year after its grant date. 

 

**8.**Use of Proceeds. Cash proceeds realized from the sale of Stock pursuant to options granted under the Plan shall constitute generalfunds of the Company. 

 

**9.**Amendment, Suspension, orTermination of the Plan. 

 

**(a)**The Board may at anytime amend, suspend, or terminate the Plan as it deems advisable; provided that such amendment, suspension or termination complies with all applicable requirements of state and federal law, including any applicable requirement that the Planor an amendment to the Plan be approved by the shareholders, and providedfurther that, except as provided in Section 3(b) above, the Board shall in no event amend the Plan in the following respects without the consent of shareholdersthen sufficient to approve the Plan in the first instance: 

 

**(i)**To increase the maximum number of shares of Stock subject to stock options issued under the Plan; or 

 

**(ii)**To change the designation or class of persons eligible to receive incentive stock options under the Plan. 

 

**(b)**No option may be granted nor any Stock issued under the Planduring any suspension or after the termination of the Plan, and no amendment, suspension, or termination of the Plan shall, without the affected individual’s consent, alter or impair any rights or obligations under any options previouslygranted under the Plan. The Plan shall terminate on the tenth anniversary of the date of adoption of the Plan, unless previously terminated by the Board pursuant to this Section 9. 

 

**(c)**Notwithstanding the provisions of Section 9(a) and 9(b) above, the provisions set forth in Section 7 of the Plan(and any other sections of the Plan that affect the formula award terms of option grants to Non-Employee Directors required to be specified in the Plan by Rule 16b-3) shall not be amended periodically and in no event more than once every six (6)months, other than to comport with changes to the Code, the Employee Retirement Income Security Act of 1974, as amended, or any applicable rules and regulations thereunder. 

 

**10.**Assignability of Options. To the extent required by Rule 16b-3, no option granted pursuant to this Planshall be transferable by the holder except by the operation of law or by will or the laws of descent and distribution; provided that, if Rule 16b-3 is amended after the date of the Board’s adoption of the Plan to permit broadertransferability of options under Rule 16b-3, options granted under Section 7 to Non-Employee Directors shall be transferable to the extent provided in the option agreement covering the option, and the Committee shall have discretion to amend anysuch outstanding option to provide for broader transferability of the option as the Committee may authorize within the limitations of Rule 

 

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16b-3. Notwithstanding the foregoing, if required by the Code, each incentive stock option under the Plan shall betransferable by the optionee only by will or the laws of descent and distribution, and, during the optionee’s lifetime, shall be exercisable only by the optionee. In the event of any Rule 16b-3 permitted transfer of an option hereunder, thetransferee shall be entitled to exercise the option in the same manner and only to the same extent as the optionee (or his personal representative or the person who would have acquired the right to exercise the option by bequest or intestatesuccession) would have been entitled to exercise the option under Sections 6, 7 and 11 had the option not been transferred. 

 

**11.**Payment Upon Exercise of Options. 

 

**(a)**Payment of the purchase price upon exercise of any option granted under this Plan shall be made in cash, by optionee’s personal check,certified check, bank draft, or postal or express money order payable to the order of the Company in lawful money of the United States (collectively, “***Cash Consideration***”); provided, however, that, except foroptions granted under Section 7, the Committee, in its sole discretion, may permit an optionee to pay the exercise price in whole or in part (i) with shares of Stock owned by the optionee or with shares of Stock withheld from the shares otherwisedeliverable to the optionee upon exercise of the option; (ii) by delivery on a form prescribed by the Committee of an irrevocable direction to a securities broker approved by the Committee to sell shares of Stock and deliver all or a portion of theproceeds to the Company in payment for the Stock; (iii) by delivery of the optionee’s promissory note with such recourse, interest, security, and redemption provisions as the Committee in its discretion determines appropriate; or (iv) in anycombination of the foregoing. The exercise price of any options granted under Section 7 shall be paid in Cash Consideration, the consideration specified in clauses (i) or (ii) of the preceding sentence, or in any combination thereof. Any Stock usedto exercise options shall be valued at its fair market value on the date of the exercise of the option. In addition, the Committee, in its sole discretion, may authorize the surrender by an optionee of all or part of an unexercised option (excludingoptions granted under Section 7 above) and authorize a payment in consideration thereof of an amount equal to the difference between the aggregate fair market value of the Stock subject to such option and the aggregate option price of such Stock. Inthe Committee’s discretion, such payment may be made in cash, shares of Stock with a fair market value on the date of surrender equal to the payment amount, or some combination thereof. 

 

**(b)**In the event that the exercise price of an option is satisfied byshares withheld from the shares of Stock otherwise deliverable to the optionee, the Committee may issue the optionee an additional option, with terms identical to the option agreement under which the option was exercised, entitling the optionee topurchase additional shares of Stock equal to the number of shares so withheld but at an exercise price equal to the fair market value of the Stock on the grant date of the new option; provided, however, that no such additional optionsmay be granted with respect to options granted pursuant to Section 7 above. Any additional option shall be subject to the provisions of Section 6(e) above. 

 

**12.**Withholding Taxes. 

 

**(a)**No Stock shall be delivered under the Plan to any participant until the participant has made arrangements acceptable to the Committee (or incase of exercise of 

 

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options granted to Covered Employees, the Subcommittee) for the satisfaction of federal, state, and local income andsocial security tax withholding obligations, including, without limitation, obligations incident to the receipt of Stock under the Plan or to the failure to satisfy the conditions for treatment as incentive stock options under applicable tax law.Upon exercise of a stock option, the Company shall withhold from the optionee an amount sufficient to satisfy federal, state and local income and social security tax withholding obligations. 

 

**(b)**In the event that such tax withholding is satisfied by the Companyor the optionee’s employer withholding shares of Stock otherwise deliverable to the optionee, the Committee may issue the optionee an additional option, with terms identical to the option agreement under which the option was exercised,entitling the optionee to purchase additional shares of Stock equal to the number of shares so withheld but at an exercise price equal to the fair market value of the Stock on the grant date of the new option; provided, however, thatno such additional options may be granted with respect to options granted pursuant to Section 7 above. Any additional option shall be subject to the provisions of Section 6(e) above. 

 

**13.**Change in Control. 

 

**(a)**For purposes of this Section 13, a “***Change in Control***” shall be deemed to occur upon:

 

**(i)**The direct or indirect acquisition by any personor related group of persons (other than an acquisition from or by the Company or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) ofbeneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding Stock; 

 

**(ii)**A change in the composition of the Board over a period ofthirty-six (36) months or less such that a majority of the Board members cease, by reason of one or more contested elections for Board membership, or by one or more actions by written consent of the shareholders, to be comprised of individuals whoeither (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who arestill in office at the time such election or nomination was approved by the Board; 

 

**(iii)**Approval by the Company’s shareholders of a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state inwhich the Company is incorporated; 

 

**(iv)**Approval bythe Company’s shareholders of (A) the sale, transfer or other disposition of all or substantially all the assets of the Company (including the capital stock of the Company’s subsidiary corporations) or (B) the complete liquidation ordissolution of the Company; or 

 

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**(v)**Approval by the Company’s shareholders of any reverse merger in which the Companysurvives as an entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held suchsecurities immediately prior to such merger. 

 

For the purposesof this Section 13, “Approval by the Company’s shareholders” shall mean approval by a majority of those shares of Stock voting at a shareholders’ meeting at which a quorum is present excluding shares beneficially owned (withinthe meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the Non-Employee Directors. 

 

**(b)**Except for options granted to Non-Employee Directors under Section 7, the Committee may provide in any stock option agreement (or in anamendment thereto) that, in the event of any Change in Control, any outstanding options covered by such an agreement shall be fully vested, nonforfeitable and shall become exercisable, as of the date of the Change in Control. 

 

**(c)**If the Committee determines to incorporate a Change in Controlprovision in any option agreement hereunder, the agreement shall provide that, (i) in the event of a Change in Control described in clauses (i), (ii) and (v) of paragraph (a) above, the option shall remain exercisable for the remaining term of theoption and (ii) in the event of a Change in Control described in clauses (iii) or (iv) of paragraph (a) above, the option shall terminate as of the effective date of the merger, disposition of assets, liquidation or dissolution described therein.

 

**(d)**As to any options granted under Section 7 toNon-Employee Directors, (i) in the event of a Change in Control described in clauses (i), (ii) or (v) of paragraph (a) above, any such outstanding options under the Plan shall become fully vested and remain exercisable for the remaining term of suchoptions and (ii) in the event of a Change in Control described in clauses (iii) or (iv) of paragraph (a) above, outstanding options under the Plan shall terminate as of the effective date of the merger, disposition of assets, liquidation ordissolution described therein. 

 

**(e)**Notwithstanding theforegoing provisions of this Section 13, an outstanding option may not be accelerated under this Section 13 if and to the extent (i) such option is, in connection with the transaction giving rise to a Change of Control, either to be assumed by thesuccessor or parent thereof or to be replaced with a comparable option to purchase shares of the capital stock of the successor corporation or parent thereof, or (ii) such option is to be replaced with a cash incentive program of the successorcorporation that preserves the option spread existing at the time of the corporate transaction giving rise to the Change of Control and provides for subsequent payment in accordance with the same vesting schedule applicable to such option.

 

**14.**Shareholder Approval. The Plan and anyoptions granted pursuant to Section 7 and options granted to Covered Employees hereunder shall become effective only upon approval by the holders of a majority of the Company’s shares voting (in person or by proxy) at a shareholders’meeting held within twelve (12) months of the Board’s adoption of the 

 

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Plan. The Committee may grant stock options under the Plan prior to the shareholders’ meeting, but until shareholderapproval of the Plan is obtained within the period provided above, all options described in this Section 14 previously granted above, shall terminate. 

 

**15.**Rule 16b-3 Compliance. Transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successorsunder the Securities Exchange Act of 1934, as amended. To the extent any provision of the Plan or action by the Board or the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by theBoard or the Committee. Moreover, in the event the Plan does not include a provision required by Rule 16b-3 to be stated therein in order to qualify the grants under Section 7 hereof as grants under a nondiscretionary formula under Rule 16b-3, suchprovision (other than one relating to eligibility requirements, or the price and amount of awards) shall be deemed automatically to be incorporated by reference into the Plan with respect to grants of options to Non-Employee Directors. 

 

**16.**Applicable Law. The laws of the State of California willgovern all matters relating to this Plan except to the extent such laws are superseded by the laws of the United States. 

 

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