Form of Stock Option Agreement (directors)



 EXHIBIT 10.2 
  

					
		  		  	 Electro Scientific Industries, Inc.
 13900 NW Science Park Dr.
 Portland OR 97229


 Notice of Grant of Stock Options 
 and Option Agreement 
  

					
	  	  	 Option Number:
	  	 
	  	  	 Plan:
	  	 2004

	  	  		  	
	 	  	 	  	 

 Effective May 26, 2006 (the Grant Date), you (Optionee) have been granted a Non-Qualified Stock Option to buy
________ shares of Common Stock of Electro Scientific Industries, Inc. (the Company) at $_______ per share. 
 The total
option price of this option is $                    . 
  

			
	Vesting:	  	100% on May 26, 2006
	Sale Restriction Lapses:	  	100% on the third anniversary of the Grant Date

 Shares will be 100% vested and available for cash exercise on May 26, 2006. Shares will be available for
cashless exercise on the third anniversary of the Grant Date. 
 As noted above, the shares will be restricted upon exercise, with the restriction to lapse
on the third anniversary of the Grant Date. This means that except as described in the attached terms and conditions, until the third anniversary of the Grant Date, you may not sell, assign, pledge or transfer the shares in any manner, including
transferring any right or interest in the shares, whether voluntarily or by operation of law, or by gift, bequest or otherwise. During the restriction period ESI may place a legend on any certificates representing the shares indicating they are
subject to this restriction and will not be required to transfer on its books any shares that have been sold or transferred in violation of any of the provisions of this agreement, or treat as owner of the shares, or accord the right to vote as
owner, or pay dividends to, any transferee to whom the shares are purported to have been transferred. 
 This option will be visible to you in your ETRADE
account. Once the option is vested, you may exercise shares. However, you must exercise the vested shares through ESI’s Stock Administrator if exercising prior to the lapse of the sale restriction. Once the sale restriction lapses, the shares
may be exercised and/or sold directly through your ETRADE account. 
 By your signature and the Company’s signature below, you and the Company agree
that this option is granted under and governed by the terms and conditions of the Company’s 2004 Stock Incentive Plan and the attached Option Terms and Conditions which are incorporated into and made a part of this agreement. 
  

					
			
	   	 		 	   
		 		 	Date
			
	   	 		 	   
	Optionee	 		 	Date








 OPTION TERMS AND CONDITIONS 
 2004 Stock Incentive Plan 
 Non-Qualified Stock Option 
 (May 2006 Director Grants) 
 Pursuant to the Company’s 2004 Stock Option Incentive Plan (the “2004 Plan”), the Board of Directors has voted in favor of granting to the Optionee an option to purchase Common Stock of the Company (the “Option”) in
the amount indicated on the attached notice. 
 1. The Option is granted upon the following terms: 
 1.1 Duration of Options. Subject to reductions in the Option period as hereinafter provided in the event of termination of service or
death of the Optionee, the Option shall continue in effect for a period of 10 years from the Grant Date. 
 1.2 Time of
Exercise. Except as provided in paragraph 1.5, the Option may be exercised from time to time in the following amounts: 100% on or after ________, 200__. 
 1.3 Limitations on Rights to Exercise. Except as provided in paragraph 1.5, the Option may not be exercised unless at the time of such exercise the Optionee is a director of the Company and shall have served
continuously as such since the date such option was granted. 
 1.4 Nonassignability. The Option is nonassignable and
nontransferable by the Optionee except by will or by the laws of descent and distribution of the state or country of the Optionee’s domicile at the time of death, and is exercisable during the Optionee’s lifetime only by the Optionee.

 1.5 Termination of Service. 
 (a) Unless otherwise determined by the Board of Directors, if an optionee ceases to be a director of the Company for any reason other than in the circumstances specified in subsection (b), (c) or (d) below
or Section 1.6, his or her option may be exercised at any time before the expiration date of the option or the expiration of seven months after the last date the optionee served as a director, whichever is the shorter period, but only if and to
the extent the optionee was entitled to exercise the option at the last date the optionee served as a director. 
 (b) Unless
otherwise determined by the Board of Directors, if an optionee ceases to be a director of the Company because of total disability, his or her option may be exercised at any time before the expiration date of the option or before the date 12 months
after the date of termination, whichever is the shorter period, but only if and to the extent the optionee was entitled to exercise the option at the date of termination. The term “total disability” means a medically determinable
mental or physical impairment that is expected to result in death or has lasted or is expected to last for a continuous period of 12 months or more and that, in the opinion of the Company and two independent physicians, causes the optionee to be
unable to perform his or her duties as a director of the Company and unable to be engaged in any substantial gainful activity. Total disability shall be deemed to have occurred on the first day after the two independent physicians have furnished
their written opinion of total disability to the Company and the Company has reached an opinion of total disability. 
 (c)
Unless otherwise determined by the Board of Directors, if an optionee dies while serving as a director of the Company, his or her option may be exercised at any time before the expiration date of the option or before the date 12 months after the
date of death, whichever is the shorter period, but only if and to the extent the optionee was entitled to exercise the option at the date of death and only by the person or persons to whom the optionee’s rights under the option shall pass by
the optionee’s will or by the laws of descent and distribution of the state or country of domicile at the time of death. 
 (d) Unless otherwise determined by the Board of Directors, if an optionee ceases to be a director of the Company as a result of optionee’s retirement from the Board of Directors in accordance with the retirement policy of the Board of
Directors in effect from time to time, his or her option may be exercised at any time before the expiration date of the option or the expiration of five years after the last date the optionee served as a director, whichever is the shorter period,
but only if and to the extent the optionee was entitled to exercise the option at the last date the optionee served as a director. 
 (e) To the extent the Option held by any deceased Optionee or by an Optionee who ceases to serve as a director shall not have been exercised within the limited periods provided above, all further rights to purchase shares pursuant to the
Option shall cease and terminate at the expiration of such periods. 
 (f) Absence on leave approved by the Company or on
account of illness or disability shall not be deemed a termination or interruption of service. Unless otherwise determined by the Board of 








 
Directors, vesting of options shall continue during a medical, family, military or other leave of absence, whether paid or unpaid. 
 1.6 Change in Control. 
 (a) If as a result of a Change in Control, the Company’s Common Stock ceases to be listed for trading on a national securities exchange (an “Exchange”), the restrictions on transfer set forth in the
attached notice on any shares underlying the option subject to this award on the date of the Change in Control shall continue to lapse according to the terms and conditions of this award; provided that such award is replaced with an award for voting
securities of the resulting corporation or the acquiring corporation, as the case may be (including without limitation, the voting securities of any corporation which as a result of the Change in Control owns the Company or all or substantially all
of the Company’s assets either directly or through one or more subsidiaries) (the “Surviving Company”) which are traded on an Exchange (a “Replacement Award”), which Replacement Award shall consist of options with the number
of options and exercise price determined in a manner consistent with Section 424(a) of the Internal Revenue Code of 1986, as amended, with vesting and any other terms continuing in the same manner as this award and with any restrictions on
transfer on such Replacement Award lapsing at the same time and manner as this award; provided, however, that if the optionee ceases to be a director of the Company within one year of the Change in Control during the restriction period of any
Replacement Award, the restrictions on transfer (other than restrictions imposed under federal and state securities laws) on the Replacement Award shall immediately terminate; and provided further that upon the transfer restriction lapse date with
respect to any shares subject to a Replacement Award, the Optionee shall be entitled to receive a lump sum cash payment equal to the decrease, if any, in the value of a share of the Surviving Company’s stock from the date of the Change in
Control to the time of lapse of the transfer restriction multiplied by the total number of shares with respect to which the restriction has lapsed on such date. This payment shall be increased by interest determined on a calendar quarterly basis
using an annual interest rate, as of the last business day of the calendar quarter, for zero-coupon U.S. government securities with a constant maturity closest in length to the time period between the date of the Change in Control and the date of
the lapse of transfer restrictions. If any options subject to restrictions on transfer at the time of the Change in Control are not replaced with Replacement Awards, the transfer restrictions (other than restrictions imposed under federal and state
securities laws) with respect to the shares subject to the option shall immediately lapse. 
 (b) If as a result of a Change
in Control, the Company’s Common Stock continues to be listed for trading on an Exchange, the restrictions on transfer set forth in the attached notice on the shares underlying the option on the date of the Change of Control shall continue to
lapse according to the terms and conditions of this award; provided however, that, if the optionee ceases to be a director of the Company within one year of the Change in Control during the restriction period of this award, the restrictions on the
shares underlying such award shall immediately lapse; and provided further that upon the lapse date with respect to any or all shares subject to this award, the optionee shall be entitled to receive a lump sum cash payment equal to the decrease, if
any, in the value of a share of the Company’s stock from the date of the Change in Control to the time of lapse of the transfer restriction, multiplied by the total number of shares with respect to which the restriction has lapsed on such date.
This payment shall be increased by interest determined on a calendar quarterly basis using an annual interest rate, as of the last business day of the calendar quarter, for zero-coupon U.S. government securities with a constant maturity closest in
length to the time period between the date of the Change in Control and the date of the lapse of transfer restrictions. 
 (c)
For purposes of this Agreement, a “Change in Control” of the Company shall mean the occurrence of any of the following events: 
 (A) The approval by the shareholders of the Company of: 
 (1) any consolidation, merger or
plan of share exchange involving the Company (a “Merger”) as a result of which the holders of outstanding securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”)
immediately prior to the Merger do not continue to hold at least 50% of the combined voting power of the outstanding Voting Securities of the surviving or continuing corporation immediately after the Merger, disregarding any Voting Securities issued
or retained by such holders in respect of securities of any other party to the Merger; 
 (2) any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company; or 
 (3) the adoption of any plan or proposal for the liquidation or dissolution of the Company; 
 (B) At any time
during a period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof, unless each new
director elected during such two-year period was nominated or elected by two-thirds of the Incumbent 








 
Directors then in office and voting (with new directors nominated or elected by two-thirds of the Incumbent Directors also being deemed to be Incumbent
Directors); or 
 (C) Any Person (as hereinafter defined) shall, as a result of a tender or exchange offer, open market
purchases, or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of Voting Securities representing
fifty percent (50%) or more of the combined voting power of the then outstanding Voting Securities. 
 Notwithstanding anything in the
foregoing to the contrary, unless otherwise determined by the Board of Directors, no Change in Control shall be deemed to have occurred for purposes of this Agreement if (1) the optionee acquires (other than on the same basis as all other
holders of the Company Common Stock) an equity interest in an entity that acquires the Company in a Change in Control otherwise described under subparagraph (A) above, or (2) the optionee is part of group that constitutes a Person which
becomes a beneficial owner of Voting Securities in a transaction that otherwise would have resulted in a Change in Control under subparagraph (C) above. 
 (d) For purposes of this Agreement, the term “Person” shall mean and include any individual, corporation, partnership, group,
association or other “person”, as such term is used in Section 14 (d) of the Securities Exchange Act of 1934 (the “Exchange Act”), other than the Company, a wholly owned subsidiary of the Company or any employee benefit
plan(s) sponsored by the Company. 
 1.7 Purchase of Shares. Shares may be purchased or acquired pursuant to the Option only
upon receipt by the Company of notice in writing from the Optionee of the Optionee’s intention to exercise, specifying the number of shares as to which the Optionee desires to exercise the Option and the date on which the Optionee desires to
complete the transaction, which shall not be more than 30 days after receipt of the notice, and, unless in the opinion of counsel for the Company such a representation is not required in order to comply with the Securities Act of 1933, as amended,
containing a representation that it is the Optionee’s present intention to acquire the shares for investment and not with a view to distribution. On or before the date specified for completion of the purchase of shares pursuant to the Option,
the Optionee must have paid the Company the full purchase price of such shares in cash, or in shares of Common Stock of the Company previously acquired and held by the optionee for at least six months and valued at fair market value as defined in
the 2004 Plan, or in any combination of cash and shares of Common Stock of the Company. No shares shall be issued until full payment therefore has been made, and the Optionee shall have none of the rights of a shareholder until a certificate for
shares is issued to the Optionee. The Optionee shall, upon notification of the amount due, if any, and prior to or concurrently with delivery of the certificates representing the shares with respect to which the Option was exercised, pay to the
Company amounts necessary to satisfy any applicable federal, state and local withholding tax requirements. If additional withholding becomes required beyond any amount deposited before delivery of the certificates, the Optionee shall pay such amount
to the Company on demand. 
 1.8 Changes in Capital Structure. In the event that the outstanding shares of Common Stock of the
Company are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or another corporation, by reason of any reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination of shares, or dividend payable in shares, appropriate adjustment shall be made by the Board of Directors in the number and kind of shares for purchase pursuant to the Option and the corresponding Option
price. Any such adjustment made by the Board of Directors shall be conclusive. 
 2. The obligations of the Company under this Agreement are
subject to the approval of such state or federal authorities or agencies, if any, as may have jurisdiction in the matter. The Company will use its best efforts to take such steps as may be required by state or federal law or applicable regulations,
including rules and regulations of the Securities and Exchange Commission and any stock exchange on which the Company’s shares may then be listed, in connection with the issuance or sale of any shares purchased upon the exercise of the Option.

 3. Nothing in the 2004 Plan or this Agreement shall confer upon the Optionee any right to be continued in the service of the Company.

 4. This Agreement shall be binding upon and shall inure to the benefit of any successor or successors of the Company but except as
hereinabove provided the Option herein granted shall not be assigned or otherwise disposed of by the Optionee.