Stock Option Grant Notice and Stock Option Agreement


    Exhibit
      10.2

     

    STRASBAUGH

    


    2007
      SHARE INCENTIVE PLAN

    STOCK
      OPTION GRANT NOTICE AND

    STOCK
      OPTION AGREEMENT

     

    Strasbaugh,
      a California corporation (the “Corporation”),
      pursuant to its 2007 Share Incentive Plan (the “Plan”),
      hereby grants to the holder listed below (“Optionee”),
      an
      option to purchase the number of shares of the Corporation’s Common Stock set
      forth below (the “Option”).
      This
      Option is subject to all of the terms and conditions as set forth herein and
      in
      the Stock Option Agreement attached hereto as Exhibit A
      (the
“Stock
      Option Agreement”)
      and
      the Plan, which are incorporated herein by reference. Unless otherwise defined
      herein, the terms defined in the Plan shall have the same defined meanings
      in
      this Stock Option Grant Notice and the Stock Option Agreement.

    


    
      	Optionee:	_________________________________________
	Grant Date:	_________________________________________ 
	Exercise Price per
              Share:	$________________________________________
	Total Exercise
              Price:	$________________________________________
	Total Number of Shares Subject
              to the
              Option:	______ shares of Common Stock
	Expiration Date:	_________________________________________ 
	Type of Option:	£
              Incentive Option £
              Non-Statutory Option
	Vesting Schedule:	 


    

     

    By
      his or
      her signature, Optionee agrees to be bound by the terms and conditions of the
      Plan, the Stock Option Agreement and this Grant Notice. Optionee has reviewed
      the Stock Option Agreement, the Plan and this Grant Notice in their entirety,
      has had an opportunity to obtain the advice of counsel prior to executing this
      Grant Notice and fully understands all provisions of this Grant Notice, the
      Stock Option Agreement and the Plan. Optionee hereby agrees to accept as
      binding, conclusive and final all decisions or interpretations of the
      Administrator of the Plan upon any questions arising under the Plan or the
      Option. 

     

     

    
      	STRASBAUGH	OPTIONEE
	 	 
	By:________________________________	By:________________________________
	Name:	Print
              Name:__________________________
	Title	 
	Address:    825
              Buckley Road	Address:
              ___________________________
	
              San
                Luis Obispo, CA 93401

            	__________________________________


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    TO
      STOCK OPTION GRANT NOTICE

     

    STOCK
      OPTION AGREEMENT

     

    Pursuant
      to the Stock Option Grant Notice (“Grant
      Notice”)
      to
      which this Stock Option Agreement (this “Agreement”)
      is
      attached, Strasbaugh, a California corporation (the “Corporation”),
      has
      granted to Optionee an option under the Corporation’s 2007 Share Incentive Plan
      (the “Plan”)
      to
      purchase the number of shares of Common Stock indicated in the Grant
      Notice.

     

    ARTICLE
      I

    GENERAL

     

    1.1    Defined
      Terms.
      Capitalized terms not specifically defined herein shall have the meanings
      specified in the Plan and the Grant Notice. 

     

    1.2    Incorporation
      of Terms of Plan.
      This
      Option is subject to the terms and conditions of the Plan which are incorporated
      herein by reference. 

     

    ARTICLE
      II

    GRANT
      OF OPTION

     

    2.1    Grant
      of Option.
      In
      consideration of Optionee’s past and/or continued employment with or service to
      the Corporation or a Parent or Subsidiary and for other good and valuable
      consideration, effective as of the Grant Date set forth in the Grant Notice
      (the
“Grant
      Date”),
      the
      Corporation irrevocably grants to Optionee the Option to purchase any part
      or
      all of an aggregate of the number of shares of Common Stock set forth in the
      Grant Notice, upon the terms and conditions set forth in the Plan and this
      Agreement. Unless designated as a Non-Statutory Option in the Grant Notice,
      the
      Option shall be an Incentive Option to the maximum extent permitted by law.
      

     

    2.2    Exercise
      Price.
      The
      exercise price of the shares of Common Stock subject to the Option shall be
      as
      set forth in the Grant Notice, without commission or other charge; provided,
      however, that:

     

    (a)    the
      exercise price per share shall not be less than 85% of the Fair Market Value
      per
      share of Common Stock on the Grant Date; and 

     

    (b)    if
      this
      Option is designated as an Incentive Option, the price per share of the shares
      subject to the Option shall not be less than the greater of (i) 100% of the
      Fair
      Market Value of a share of Common Stock on the Grant Date, or (ii) 110% of
      the
      Fair Market Value of a share of Common Stock on the Grant Date in the case
      of an
      Optionee then owning (within the meaning of Section 424(d) of the Code)
      more than 10% of the total combined voting power of all classes of stock of
      the
      Corporation or any “subsidiary corporation” of the Corporation or any “parent
      corporation” of the Corporation (each within the meaning of Section 424 of
      the Code).

     

    
      
        
        

      

      
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    2.3    Consideration
      to the Corporation.
      In
      consideration of the grant of the Option by the Corporation, Optionee agrees
      to
      render faithful and efficient services to the Corporation or any Parent or
      Subsidiary. Nothing in the Plan or this Agreement shall confer upon Optionee
      any
      right to (a) continue in the employ of the Corporation or any Parent or
      Subsidiary or shall interfere with or restrict in any way the rights of the
      Corporation and its Subsidiaries, which are hereby expressly reserved, to
      discharge Optionee, if Optionee is an Employee, or (b) continue to provide
      services to the Corporation or any Parent or Subsidiary or shall interfere
      with
      or restrict in any way the rights of the Corporation or its Parents and
      Subsidiaries, which are hereby expressly reserved, to terminate the services
      of
      Optionee, if Optionee is a consultant, at any time for any reason whatsoever,
      with or without cause, except to the extent expressly provided otherwise in
      a
      written agreement between the Corporation, a Parent or a Subsidiary and
      Optionee, or (c) continue to serve as a member of the Board or shall interfere
      with or restrict in any way the rights of the Corporation, which are hereby
      expressly reserved, to discharge Optionee in accordance with the Corporation’s
      Bylaws. 

     

    ARTICLE
      III

    PERIOD
      OF EXERCISABILITY

     

    3.1    Commencement
      of Exercisability.
      

     

    (a)    Subject
      to Sections
      3.3 and 5.8,
      the
      Option shall become vested and exercisable in such amounts and at such times
      as
      are set forth in the Grant Notice. 

     

    (b)    No
      portion of the Option which has not become vested and exercisable at the date
      of
      Optionee’s Termination of Service shall thereafter become vested and
      exercisable, except as may be otherwise provided by the Administrator or as
      set
      forth in a written agreement between the Corporation and Optionee. 

     

    3.2    Duration
      of Exercisability.
      The
      installments provided for in the vesting schedule set forth in the Grant Notice
      are cumulative. Each such installment which becomes vested and exercisable
      pursuant to the vesting schedule set forth in the Grant Notice shall remain
      vested and exercisable until it becomes unexercisable under Section 3.3.
      

     

    3.3    Expiration
      of Option.
      The
      Option may not be exercised to any extent by anyone after the first to occur
      of
      the following events: 

     

    (a)    The
      expiration of ten years from the Grant Date;

     

    (b)    If
      this
      Option is designated as an Incentive Option and Optionee owned (within the
      meaning of Section 424(d) of the Code), at the time the Option was granted,
      more than 10% of the total combined voting power of all classes of stock of
      the
      Corporation or any “subsidiary corporation” of the Corporation or “parent
      corporation” of the Corporation (each within the meaning of Section 424 of
      the Code), the expiration of five years from the date the Option was granted;
      or


     

    (c)    Except
      as
      set forth in a written agreement with the Corporation, the expiration of three
      (3) months following the date of Optionee’s termination of Service, unless such
      cessation occurs by reason of Optionee’s death, disability or Optionee’s
      discharge for cause; 

     

    
      
        
        

      

      
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    (d)    The
      expiration of twelve (12) months following the date of Optionee’s termination of
      Service by reason of Optionee’s death or disability; or 

     

    (e)    The
      date
      of Optionee’s termination of Service by the Corporation or any Parent or
      Subsidiary by reason of Optionee’s discharge for cause. 

     

    Optionee
      acknowledges that an Incentive Option exercised more than three (3) months
      after
      Optionee’s termination of status as an Employee, other than by reason of death
      or disability, will be taxed as a Non-Statutory Option. 

     

    3.4    Special
      Tax Consequences.
      Optionee acknowledges that, to the extent that the aggregate Fair Market Value
      (determined as of the time the Option is granted) of all shares of Common Stock
      with respect to which Incentive Options, including the Option, are exercisable
      for the first time by Optionee in any calendar year exceeds $100,000 (or such
      other limitation as imposed by Section 422(d) of the Code), the Option and
      such other options shall be treated as not qualifying under Section 422 of
      the Code but rather shall be considered Non-Statutory Options. Optionee further
      acknowledges that the rule set forth in the preceding sentence shall be applied
      by taking Options and other “incentive stock options” into account in the order
      in which they were granted, as determined under Section 422(d) of the Code
      and the Treasury Regulations thereunder. 

     

    ARTICLE
      IV

    EXERCISE
      OF OPTION

     

    4.1    Person
      Eligible to Exercise.
      Except
      as provided in Sections
      5.2(b) and 5.2(c),
      during
      the lifetime of Optionee, only Optionee may exercise the Option or any portion
      thereof. After the death of Optionee, any exercisable portion of the Option
      may,
      prior to the time when the Option becomes unexercisable under Section 3.3,
      be
      exercised by Optionee’s personal 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. 

     

    4.2    Partial
      Exercise.
      Any
      exercisable portion of the Option or the entire Option, if then wholly
      exercisable, may be exercised in whole or in part at any time prior to the
      time
      when the Option or portion thereof becomes unexercisable under Section 3.3.
      

     

    4.3    Manner
      of Exercise.
      The
      Option, or any exercisable portion thereof, may be exercised solely by delivery
      to the Plan Administrator, at the address given beneath the signature of the
      Corporation’s authorized officer on the Grant Notice, of all of the following
      prior to the time when the Option or such portion thereof becomes unexercisable
      under Section 3.3:

     

    (a)    An
      exercise notice in writing signed by Optionee or any other person then entitled
      to exercise the Option or portion thereof, stating that the Option or portion
      thereof is thereby exercised, such notice complying with all applicable rules
      established by the Plan Administrator. Such notice shall be substantially in
      the
      form attached as Exhibit B
      to the
      Grant Notice (or such other form as is prescribed by the Plan Administrator);
      

     

    
      
        
        

      

      
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    (b)    Full
      payment for the shares of Common Stock with respect to which the Option or
      portion thereof is exercised in one or more of the following forms:

     

    (i)    cash
      or
      check made payable to the Corporation; 

     

    (ii)    shares
      of
      Common Stock valued at Fair Market Value on the Exercise Date which have been
      owned by Optionee for at least six (6) months, duly endorsed for transfer to
      the
      Corporation; 

     

    (iii)    through
      the delivery of a notice that Optionee has placed a market sell order with
      a
      broker with respect to shares of Common Stock then issuable upon exercise of
      the
      Option, and that the broker has been directed to pay a sufficient portion of
      the
      net proceeds of the sale to the Company in satisfaction of the Option exercise
      price; provided, that payment of such proceeds is made to the Company upon
      settlement of such sale; or 

     

    (iv)    subject
      to any applicable laws, any combination of the consideration provided in the
      foregoing paragraphs (i), (ii) and (iii).

     

    (c)    A
      bona
      fide written representation and agreement, in such form as is prescribed by
      the
      Administrator, signed by Optionee or the other person then entitled to exercise
      such Option or portion thereof, stating that the shares of Common Stock are
      being acquired for Optionee’s own account, for investment and without any
      present intention of distributing or reselling said shares or any of them except
      as may be permitted under the Securities Act of 1933, as amended (the
“1933
      Act”)
      and
      then applicable rules and regulations thereunder and any other applicable law,
      and that Optionee or other person then entitled to exercise such Option or
      portion thereof will indemnify the Corporation against and hold it free and
      harmless from any loss, damage, expense or liability resulting to the
      Corporation if any sale or distribution of the shares by such person is contrary
      to the representation and agreement referred to above. The Plan Administrator
      may, in its absolute discretion, take whatever additional actions it deems
      appropriate to ensure the observance and performance of such representation
      and
      agreement and to effect compliance with the 1933 Act and any other federal
      or
      state securities laws or regulations and any other applicable law. Without
      limiting the generality of the foregoing, the Plan Administrator may require
      an
      opinion of counsel acceptable to it to the effect that any subsequent transfer
      of shares acquired on an Option exercise does not violate the 1933 Act, and
      may
      issue stop-transfer orders covering such shares. Share certificates evidencing
      Common Stock issued on exercise of the Option shall bear an appropriate legend
      referring to the provisions of this subsection (c) and the agreements herein.
      The written representation and agreement referred to in the first sentence
      of
      this subsection (c) shall, however, not be required if the shares to be issued
      pursuant to such exercise have been registered under the 1933 Act, and such
      registration is then effective in respect of such shares; 

     

    
      
        
        

      

      
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    (d)    The
      receipt by the Company of full payment for such shares, including payment of
      any
      applicable withholding tax, which may be in the form of consideration used
      by
      Participant to pay for such shares under Section 4.3(b),
      subject
      to Article Four, Section I of the Plan; and 

     

    (e)    In
      the
      event the Option or portion thereof shall be exercised pursuant to Section 4.1
      by any
      person or persons other than Optionee, appropriate proof of the right of such
      person or persons to exercise the Option. 

     

    4.4    Conditions
      to Issuance of Stock Certificates.
      The
      shares of Common Stock deliverable upon the exercise of the Option, or any
      portion thereof, may be either previously authorized but unissued shares or
      issued shares which have then been reacquired by the Corporation. Such shares
      shall be fully paid and nonassessable. The Corporation shall not be required
      to
      issue or deliver any shares of Stock purchased upon the exercise of the Option
      or portion thereof prior to fulfillment of all of the following conditions:
      

     

    (a)    The
      admission of such shares to listing on all stock exchanges on which such Common
      Stock is then listed; and

     

    (b)    The
      compliance with all applicable requirements of federal and state securities
      laws, and all applicable listing requirements of any stock exchange or other
      market on which Common Stock is then quoted or listed for trading
      including:

     

    (i)    The
      completion of any registration or other qualification of such shares under
      any
      state or federal law or under rulings or regulations of the Securities and
      Exchange Commission or of any other governmental regulatory body, which the
      Plan
      Administrator shall, in its absolute discretion, deem necessary or advisable;
      and 

     

    (ii)    The
      obtaining of any approval or other clearance from any state or federal
      governmental agency which the Plan Administrator shall, in its absolute
      discretion, determine to be necessary or advisable; and 

     

    (c)    The
      receipt by the Corporation of full payment for such shares, including payment
      of
      any applicable Withholding Taxes, which may be in the form of consideration
      used
      by Optionee to pay for such shares under Section 4.3(b),
      subject
      to Article Four, Section I of the Plan; and 

     

    (d)    The
      lapse
      of such reasonable period of time following the exercise of the Option as the
      Plan Administrator may from time to time establish for reasons of administrative
      convenience. 

     

    4.5    Rights
      as Shareholder.
      The
      holder of the Option shall not be, nor have any of the rights or privileges
      of,
      a shareholder of the Corporation in respect of any shares purchasable upon
      the
      exercise of any part of the Option unless and until such shares shall have
      been
      issued by the Corporation to such holder (as evidenced by the appropriate entry
      on the books of the Corporation or of a duly authorized transfer agent of the
      Corporation). No adjustment will be made for a dividend or other right for
      which
      the record date is prior to the date the shares are issued, except as provided
      in Article Two,
      Section IV
      of the
      Plan. 

     

    
      
        
        

      

      
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    ARTICLE
      V

    OTHER
      PROVISIONS

     

    5.1    Administration.
      The
      Plan Administrator shall have the power to interpret the Plan and this Agreement
      and to adopt such rules for the administration, interpretation and application
      of the Plan as are consistent therewith and to interpret, amend or revoke any
      such rules. All actions taken and all interpretations and determinations made
      by
      the Plan Administrator in good faith shall be final and binding upon Optionee,
      the Corporation and all other interested persons. No member of the Plan
      Administrator shall be personally liable for any action, determination or
      interpretation made in good faith with respect to the Plan, this Agreement
      or
      the Option. In its absolute discretion, the Board may at any time and from
      time
      to time exercise any and all rights and duties of the Plan Administrator under
      the Plan and this Agreement. 

     

    5.2    Option
      Not Transferable.
      

     

    (a)    Subject
      to Section 5.2(b),
      the
      Option may not be sold, pledged, assigned or transferred in any manner other
      than by will or the laws of descent and distribution, unless and until the
      shares underlying the Option have been issued, and all restrictions applicable
      to such shares have lapsed. Neither the Option nor any interest or right therein
      shall be liable for the debts, contracts or engagements of Optionee or his
      or
      her successors in interest or shall be subject to disposition by transfer,
      alienation, anticipation, pledge, encumbrance, assignment or any other means
      whether such disposition be voluntary or involuntary or by operation of law
      by
      judgment, levy, attachment, garnishment or any other legal or equitable
      proceedings (including bankruptcy), and any attempted disposition thereof shall
      be null and void and of no effect, except to the extent that such disposition
      is
      permitted by the preceding sentence. 

     

    (b)    Notwithstanding
      any other provision in this Agreement, with the consent of the Plan
      Administrator and to the extent the Option is not intended to qualify as an
      Incentive Option, the Option may be transferred to one or more Family Members
      of
      the Optionee or to a trust established exclusively for the Optionee and/or
      one
      or more such Family Member, subject to the terms and conditions set forth in
      Article
      Two, Section I(F)(ii)
      of the
      Plan. 

     

    (c)    Unless
      transferred in accordance with Section 5.2(b),
      during
      the lifetime of Optionee, only Optionee may exercise the Option or any portion
      thereof. Subject to such conditions and procedures as the Plan Administrator
      may
      require, a person or persons who acquire a proprietary interest in this Option
      pursuant to a transfer in accordance with Section 5.2(b)
      may
      exercise this Option or any portion thereof during Optionee’s
      lifetime.

     

    (d)    Notwithstanding
      the foregoing, Optionee may designate one or more persons as the beneficiary
      or
      beneficiaries of this Option, and this Option shall (if it is outstanding),
      in
      accordance with such designation, automatically be transferred to such
      beneficiary or beneficiaries upon Optionee’s death. Such beneficiary or
      beneficiaries shall take the transferred Option subject to all the terms and
      conditions of the applicable agreement evidencing each such transferred Option,
      including (without limitation) the limited time period during which the Option
      may be exercised following Optionee’s death. 

     

    
      
        
        

      

      
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    (e)    Subject
      to Section
      5.2(d),
      after
      the death of Optionee, any exercisable portion of this Option may, prior to
      the
      time when the Option becomes unexercisable under Section 3.3,
      be
      exercised by Optionee’s personal 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.

     

    5.3    Lock-Up
      Period.
      Optionee hereby agrees that, if so requested by the Corporation in connection
      with any registration of the offering of any securities of the Corporation
      under
      the 1933 Act, Optionee shall not sell or otherwise transfer any shares of Stock
      or other securities of the Corporation during such period as may be requested
      in
      writing by the Corporation and agreed to in writing by the Corporation (which
      period shall not be longer than one hundred eighty days) (the “Market
      Standoff Period”)
      following the effective date of a registration statement of the Corporation
      filed under the 1933 Act; provided,
      however,
      that
      such restriction shall apply only to the first registration statement of the
      Corporation to become effective under the 1933 Act that includes securities
      to
      be sold on behalf of the Corporation to the public in an underwritten public
      offering under the 1933 Act.

     

    5.4    Restrictive
      Legends and Stop-Transfer Orders.
      

     

    (a)    The
      share
      certificate or certificates evidencing the shares of Common Stock purchased
      hereunder shall be endorsed with any legends that may be required by state
      or
      federal securities laws. 

     

    (b)    Optionee
      agrees that, in order to ensure compliance with the restrictions referred to
      herein, the Corporation may issue appropriate “stop transfer” instructions to
      its transfer agent, if any, and that, if the Corporation transfers its own
      securities, it may make appropriate notations to the same effect in its own
      records. 

     

    (c)    The
      Corporation shall not be required: (i) to transfer on its books any shares
      of
      Common Stock that have been sold or otherwise transferred in violation of any
      of
      the provisions of this Agreement, or (ii) to treat as owner of such shares
      of
      Common Stock or to accord the right to vote or pay dividends to any purchaser
      or
      other transferee to whom such shares shall have been so transferred.


     

    5.5    Shares
      to Be Reserved.
      The
      Corporation shall at all times during the term of the Option reserve and keep
      available such number of shares of Common Stock as will be sufficient to satisfy
      the requirements of this Agreement. 

     

    5.6    Notices.
      Any
      notice to be given under the terms of this Agreement to the Corporation shall
      be
      addressed to the Corporation in care of the Plan Administrator at the address
      given beneath the signature of the Corporation’s authorized officer on the Grant
      Notice, and any notice to be given to Optionee shall be addressed to Optionee
      at
      the address given beneath Optionee’s signature on the Grant Notice. By a notice
      given pursuant to this Section 5.6,
      either
      party may hereafter designate a different address for notices to be given to
      that party. Any notice which is required to be given to Optionee shall, if
      Optionee is then deceased, be given to the person entitled to exercise his
      or
      her Option pursuant to Section 4.1
      by
      written notice under this Section 5.6.
      Any
      notice shall be deemed duly given when sent via email or when sent by certified
      mail (return receipt requested) and deposited (with postage prepaid) in a post
      office or branch post office regularly maintained by the United States Postal
      Service. 

     

    
      
        
        

      

      
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    5.7    Titles.
      Titles
      are provided herein for convenience only and are not to serve as a basis for
      interpretation or construction of this Agreement. 

     

    5.8    Shareholder
      Approval.
      The
      Plan has been approved by the Corporation’s shareholders. 

     

    5.9    Governing
      Law; Severability.
      This
      Agreement shall be administered, interpreted and enforced under the laws of
      the
      State of California, without regard to the conflicts of law principles thereof.
      Should any provision of this Agreement be determined by a court of law to be
      illegal or unenforceable, the other provisions shall nevertheless remain
      effective and shall remain enforceable. 

     

    5.10   Conformity
      to Securities Laws.
      Optionee acknowledges that the Plan is intended to conform to the extent
      necessary with all provisions of the 1933 Act and the 1934 Act and any and
      all
      regulations and rules promulgated by the Securities and Exchange Commission
      thereunder, and state securities laws and regulations. Notwithstanding anything
      herein to the contrary, the Plan shall be administered, and the Option is
      granted and may be exercised, only in such a manner as to conform to such laws,
      rules and regulations. To the extent permitted by applicable law, the Plan
      and
      this Agreement shall be deemed amended to the extent necessary to conform to
      such laws, rules and regulations. 

     

    5.11   Amendments.
      This
      Agreement may not be modified, amended or terminated except by an instrument
      in
      writing, signed by Optionee or such other person as may be permitted to exercise
      the Option pursuant to Section 4.1
      and by a
      duly authorized representative of the Corporation. 

     

    5.12   Successors
      and Assigns.
      The
      Corporation may assign any of its rights under this Agreement to single or
      multiple assignees, and this Agreement shall inure to the benefit of the
      successors and assigns of the Corporation. Subject to the restrictions on
      transfer herein set forth, this Agreement shall be binding upon Optionee and
      his
      or her heirs, executors, administrators, successors and assigns.

     

    5.13   Notification
      of Disposition.
      If this
      Option is designated as an Incentive Option, Optionee shall give prompt notice
      to the Corporation of any disposition or other transfer of any shares of Common
      Stock acquired under this Agreement if such disposition or transfer is made
      (a)
      within two years from the Grant Date with respect to such shares or (b) within
      one year after the transfer of such shares to the Optionee. Such notice shall
      specify the date of such disposition or other transfer and the amount realized,
      in cash, other property, assumption of indebtedness or other consideration,
      by
      Optionee in such disposition or other transfer. 

     

    5.14   Limitations
      Applicable to Section 16 Persons.
      Notwithstanding any other provision of the Plan or this Agreement, if Optionee
      is subject to Section 16 of the 1934 Act, the Plan, the Option and this
      Agreement shall be subject to any additional limitations set forth in any
      applicable exemptive rule under Section 16 of the 1934 Act (including any
      amendment to Rule 16b-3 of the Exchange Act) that are requirements for the
      application of such exemptive rule. To the extent permitted by applicable law,
      this Agreement shall be deemed amended to the extent necessary to conform to
      such applicable exemptive rule. 

     

    5.15   Entire
      Agreement.
      The
      Plan and this Agreement (including all Exhibits hereto) constitute the entire
      agreement of the parties and supersede in their entirety all prior undertakings
      and agreements of the Corporation and Optionee with respect to the subject
      matter hereof. 

    


    
      
        
        

      

      
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    EXHIBIT
      B

    TO
      STOCK OPTION GRANT NOTICE

     

    FORM
      OF EXERCISE NOTICE 

     

    Effective
      as of today, ______________, ____________ the undersigned (“Optionee”)
      hereby
      elects to exercise Optionee’s option to purchase ___________ shares of the
      Common Stock (the “Shares”)
      of
      Strasbaugh, a California corporation (the “Corporation”),
      under
      and pursuant to the 2007 Share Incentive Plan (the “Plan”)
      and
      the Stock Option Grant Notice and Stock Option Agreement dated _______________
      (the “Option
      Agreement”).
      Capitalized terms used herein without definition shall have the meanings given
      in the Option Agreement. 

     

     

    
      	
              Grant
                Date: 

              Number
                of Shares as to which
                Option is Exercised:

              Exercise
                Price per Share: 

              Total
                Exercise Price:

              Certificate
                to be issued in name of:

            	
              _____________________________________

              _____________________________________

              $____________________________________

              
                $____________________________________

                _____________________________________

              

            
	
              Payment
                delivered herewith:

            	
              $___________
                (Representing the full Exercise Price for

              the
                Shares, as
                well as any applicable withholding tax)

            
	
            	
              Form of
                Payment:_____________________________

              (Please
                specify)

            
	
              Type
                of Option:

            	
              £
                Incentive Option  £
                Non-Statutory Option

            


    

     

    Optionee
      acknowledges that Optionee has received, read and understood the Plan and the
      Option Agreement. Optionee agrees to abide by and be bound by their terms and
      conditions. Optionee understands that Optionee may suffer adverse tax
      consequences as a result of Optionee’s purchase or disposition of the Shares.
      Optionee represents that Optionee has consulted with any tax consultants
      Optionee deems advisable in connection with the purchase or disposition of
      the
      Shares and that Optionee is not relying on the Corporation for any tax advice.
      The Plan and Option Agreement are incorporated herein by reference. This
      Agreement, the Plan and the Option Agreement constitute the entire agreement
      of
      the parties and supersede in their entirety all prior undertakings and
      agreements of the Corporation and Optionee with respect to the subject matter
      hereof. 

     

    ACCEPTED
      BY:

     

    
      	STRASBAUGH	PARTICIPANT
	 	 
	By:________________________________________	By:________________________________________
	Print
              Name:__________________________________	Print
              Name:__________________________________
	Title:_______________________________________	 
	
              Address:____________________________________

              ___________________________________________

            	
              Address:____________________________________

              ___________________________________________

            


    

     

     

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