Exhibit 10.10

**NEWPORT CORPORATION**

**INCENTIVE STOCK OPTION AGREEMENT**

          This Incentive Stock Option Agreement (“Agreement”) is made andentered into by and between Newport Corporation, a Nevada corporation (“Company”) and [OPTIONEE NAME] (“Optionee”) as of [GRANT DATE] (the “Grant Date”).

**RECITALS**

          A.          The Company has adopted the NewportCorporation 2001 Stock Incentive Plan (the “Plan”) in order to promote the interests of the Company by providing eligible persons with an opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, inthe Company as an incentive to remain in the service of the Company (or any Affiliated Company).

          B.          Optionee is to render valuable services to the Company (or any Affiliated Company), and this Agreementis intended to carry out the purposes of the Plan in connection with the Company’s grant of an option to Optionee pursuant to the terms and provisions of the Plan.

          C.          All capitalized terms in this Agreement shall have the meaning assigned to them in the Plan.

          NOW, THEREFORE, in consideration of the premises and mutual covenants, warranties and agreements contained herein, the receipt and sufficiency ofwhich are hereby acknowledged, the parties hereto do hereby agree as follows:

**          1.          Option Grant.**

**                       1.1 Grant.**  This Agreement evidences Grant Number [GRANT NO.], madein connection with the Company’s award to Optionee of his or her right to purchase all or any portion of a total of [NUMBER OF SHARES] shares (the “Shares”) of the Common Stock of the Company at a purchase price of $[EXERCISE PRICE]per share (the “Exercise Price”), subject to the terms and conditions set forth herein (the “Option”).  

**                       ****1.2  Incentive Stock Option.**  This Option is intended toqualify as an “incentive stock option” as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).  If this Option fails in whole or in part to qualify as an incentive stock option, then thisOption shall to that extent constitute a nonqualified stock option.

**          2.          Vesting of Option.**

**                       2.1**          The right toexercise this Option shall vest in 25% increments on each of the four anniversaries of the Grant Date.  This Option is exercisable from time to time in whole or in part as to any vested increment at the Exercise Price.

**                       ****2.2**          Noadditional Shares shall vest after the date of termination of Optionee’s “Continuous Service” (as defined in Section 3.2 below), but the Option shall continue to be exercisable in accordance with Section 3.1 below with respect to thatnumber of Shares that has vested as of the date of termination of Optionee’s Continuous Service.

**                       ****2.3**          Notwithstanding Section 2.2 above, if termination of Continuous Service is due to Optionee’s retirement and at the time of Optionee’s retirement (a) Optionee has had ten (10) years of Continuous Service and (b) is age 591⁄2 orolder (such retirement, a “Qualifying Retirement”), the Option shall continue to vest after the date of termination of Optionee’s Continuous Service, in accordance with the vesting schedule set forth herein.

**                       ****2.4**          Notwithstanding Section 2.2 above, if termination of Continuous Service is due to Optionee’s death or permanent disability (as defined in Section 22(e)(3) of the Code) and at the time of Optionee’s termination Optionee has ten (10)years of Continuous Service, any remaining unvested portion of the Option shall automatically vest and be exercisable upon the date of such termination of Optionee’s Continuous Service.

**          3.          Term of Option.**

**                       3.1          Expiration,Disability, Death or Other Employment Termination.**  The right of the Optionee to exercise this Option shall terminate upon the first to occur of the following:

                                      (a)          the expiration of ten (10) years from the date of this Agreement;

                                       (b)          the expiration of three (3) months from the date of termination of Optionee’s Continuous Service if such termination occurs for any reason other than QualifyingRetirement, permanent disability, death or cause; provided, however, that if Optionee dies during such three-month period the provisions of Section 3.1(e) below shall apply;

                                       (c)          immediately on the date of termination of Optionee’s Continuous Service if such termination occurs for cause;

                                       (d)          the expiration of one (1) year from the date of termination of Optionee’s Continuous Service if such termination is due to permanent disability of the Optionee (asdefined in Section 22(e)(3) of the Code) where the Optionee does not have ten (10) years of Continuous Service at the time of such termination;

                                       (e)          the expiration of one (1) year from the date of termination of Optionee’s Continuous Service if such termination is due to Optionee’s death or if death occursduring the three-month period following termination of Optionee’s Continuous Service pursuant to Section 3.1(b) above, in either case where the Optionee does not have ten (10) years of Continuous Service at the time of suchtermination;

                                       (f)          the expiration of ten (10) years from the date of this Agreement if such termination is due to: (i) Optionee’s Qualifying Retirement, (ii) Optionee’s permanentdisability (as defined in Section 22(e)(3) of the Code), where at the time of Optionee’s termination Optionee has ten (10) years of Continuous Service, or (iii) Optionee’s death, where at the time of Optionee’s termination Optioneehas ten (10) years of Continuous Service; or

                                       (g)          upon the consummation of a “Change in Control” (as defined in Section 9), unless otherwise provided pursuant to Section 9 below.

**                       ****3.2          ContinuousService.**  As used herein, the term “Continuous Service” means (i) employment by either the Company or any parent or subsidiary corporation of the Company, or by

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a corporation or a parent or subsidiary of a corporation issuing or assuming a stock option in a transaction to which Section 424(a) of the Code applies, which isuninterrupted except for vacations, illness (except for permanent disability, as defined in Section 22(e)(3) of the Code), or leaves of absence which are approved in writing by the Company or any of such other employer corporations, if applicable,(ii) service as a member of the Board of Directors of the Company until Optionee resigns, is removed from office, or Optionee’s term of office expires and he or she is not reelected, or (iii) so long as Optionee is engaged as a consultant orservice provider to the Company or other corporation referred to in clause (i) above.  Changes in Optionee’s status among the alternatives set forth in the foregoing clauses (i), (ii) and/or (iii) shall not be deemed to terminateOptionee’s Continuous Service.

          **4.          Cancellation And Rescission.** The Plan Administrator may cancel, rescind, suspend, withhold or otherwise limit or restrict all or any portion of this Options at any time if Optionee is not in compliance with all applicable provisions of this Agreement and the Plan, orif Optionee engages in any “Adverse Activity.”  For purposes of this Section 4, “Adverse Activity” shall include: (i) the rendering of services for any organization or engaging directly or indirectly in any businesswhich is or becomes competitive with the Company, or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company; (ii) thedisclosure to anyone outside the Company, or the use in other than the Company’s business, without prior written authorization from the Company, of any confidential information or material relating to the business of the Company, acquired byOptionee either during or after employment with the Company; (iii) the failure or refusal to disclose promptly and to assign to the Company in accordance with the Company’s policies and any agreement in effect between the Company and theOptionee pertaining to confidentiality and/or ownership of intellectual property all right, title and interest in any invention or idea, patentable or not, made or conceived by Optionee during employment by the Company, relating in any manner to theactual or anticipated business, research or development work of the Company; (iv) activity that results in termination of the Optionee’s employment for cause; (v) a material violation of any rules, policies, procedures or guidelines of theCompany; or (vi) any attempt directly or indirectly to induce any employee of the Company to be employed or perform services elsewhere or any attempt directly or indirectly to solicit the trade or business of any current or prospective customer,supplier or partner of the Company.

**          5.          Exercise ofOption.**  Subject to Section 4 above, on or after the vesting of any portion of this Option in accordance with Sections 2 or 9 hereof, and until termination of the right to exercise this Option in accordance with Section 3.1 above,the portion of this Option which has vested may be exercised in whole or in part by the Optionee (or, after his or her death, by the person designated in Section 6 below) upon delivery of the following to the Company at its principal executiveoffices:

**                       **5.1          a written noticeof exercise which identifies this Agreement (including the Grant Number listed in Section 1.1 above) and states the number of Shares then being purchased (but no fractional Shares may be purchased);

**                       **5.2          payment of theExercise Price by:  (i) cash; (ii) check; (iii) the surrender of shares of Common Stock owned by Optionee (provided that shares acquired pursuant to the exercise of options granted by the Company must have been held by the Optionee for therequisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes), which surrendered shares shall be valued at Fair Market Value as of the date of such exercise; (iv) provided that a public market forthe Common Stock exists, a “same day sale” commitment from the Optionee

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and an NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the Exercise Price and whereby theNASD Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Company; (v) provided that a public market for the Common Stock exists, a “margin” commitment from the Optionee and an NASD Dealerwhereby the Optionee irrevocably elects to exercise the Option and to pledge the shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Exercise Price, and whereby the NASD Dealerirrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Company; or (vi) any combination of the foregoing methods of payment or Such other form of lawful consideration as the Administrator may approve from timeto time under the provisions of Section 5.3 of the Plan;
**                       **5.3          a check or cash inthe amount reasonably requested by the Company to satisfy the Company’s withholding obligations under federal, state or other applicable tax laws with respect to the taxable income, if any, recognized by the Optionee in connection with theexercise of this Option (unless the Company and Optionee shall have made other arrangements for deductions or withholding from Optionee’s wages, bonus or other compensation payable to Optionee, or by the withholding of Shares issuable uponexercise of this Option or the delivery of Shares owned by the Optionee in accordance with Section 11.1 of the Plan, provided such arrangements satisfy the requirements of applicable tax laws);

**                       **5.4          a letter, ifrequested by the Company, in such form and substance as the Company may require, setting forth the investment intent of the Optionee, or person designated in Section 6 below, as the case may be; and

**                      ** 5.5          in accordance withSection 10.2 of the Plan, certification by the Optionee, if requested by the Company, in a manner acceptable to the Company that he or she is in compliance with the terms and conditions of the Plan and this Agreement.  In the event Optioneefails to comply with the provisions of paragraphs (i)-(vi) of Section 10.1 of the Plan prior to, or during the six (6) months after, any exercise, payment or delivery pursuant to this Option, such exercise, payment or delivery may be rescindedwithin two (2) years thereafter.  In the event of any such rescission, Optionee shall pay to the Company the amount of any gain realized or payment received as a result of the exercise, payment or delivery, in such manner and on such terms andconditions as may be required, and the Company shall be entitled to set-off against the amount of any such gain any amount owed to the Participant by the Company.

          **6.          Death of Optionee; No Assignment.**  Unless otherwise authorized by the Administratorin its sole discretion pursuant to Section 5.7 of the Plan, the rights of the Optionee under this Agreement may not be assigned or transferred except by will or by the laws of descent and distribution, and may be exercised during the lifetime of theOptionee only by such Optionee.  Any attempt to sell, pledge, assign, hypothecate, transfer or dispose of this Option in contravention of this Agreement or the Plan shall be void and shall have no effect.  If the Optionee’s ContinuousService terminates as a result of his or her death, and provided Optionee’s rights hereunder shall have vested pursuant to Section 2 hereof, Optionee’s legal representative, his or her legatee, or the person who acquired the right toexercise this Option by reason of the death of the Optionee (individually, a “Successor”) shall succeed to the Optionee’s rights and obligations under this Agreement.  After the death of the Optionee, only a Successor mayexercise this Option.

**          7.          Representation of Optionee.** Optionee acknowledges receipt of a copy of the Plan and understands that all rights and obligations connected with this Option are set forth in this

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Agreement and the Plan.  Optionee further acknowledges receipt of the prospectus pertaining to the Plan.

**          8.          Adjustments Upon Changes in Capital Structure.** In the event that the outstandingshares 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 by reason of a recapitalization, stock split, combination of shares,reclassification, stock dividend or other change in the capital structure of the Company, then appropriate adjustment shall be made by the Administrator to the number of Shares subject to the unexercised portion of this Option and to the ExercisePrice per share, in order to preserve, as nearly as practical, but not to increase, the benefits of the Optionee under this Option, in accordance with the provisions of Section 4.2 of the Plan.

**          9.          Change in Control.** In the event of a Change in Control (as defined inSection 2.4 of the Plan):

**                       **9.1          The right toexercise this Option shall accelerate automatically and vest in full (notwithstanding the provisions of Section 2 above) effective as of immediately prior to the consummation of the Change in Control unless this Option is to be assumed by theacquiring or successor entity (or parent thereof) or a new option or New Incentives are to be issued in exchange therefor, as provided in subsection 9.2 below.  If vesting of this Option will accelerate pursuant to the preceding sentence, theAdministrator in its discretion may provide, in connection with the Change in Control transaction, for the purchase or exchange of this Option for an amount of cash or other property having a value equal to the difference (or “spread”)between:  (x) the value of the cash or other property that the Optionee would have received pursuant to the Change in Control transaction in exchange for the shares issuable upon exercise of this Option had this Option been exercisedimmediately prior to the Change in Control, and (y) the Exercise Price of this Option.

**                       **9.2          The vesting ofthis Option shall not accelerate if and to the extent that:  (i) this Option (including the unvested portion thereof) is to be assumed by the acquiring or successor entity (or parent thereof) or a new option of comparable value isto be issued in exchange therefor pursuant to the terms of the Change in Control transaction, or (ii) this Option (including the unvested portion thereof) is to be replaced by the acquiring or successor entity (or parent thereof) with otherincentives under a new incentive program (“New Incentives”) containing such terms and provisions as the Administrator in its discretion may consider equitable.  If this Option is assumed, or if a new option of comparable value isissued in exchange therefor, then this Option or the new option shall be appropriately adjusted, concurrently with the Change in Control, to apply to the number and class of securities or other property that the Optionee would have received pursuantto the Change in Control transaction in exchange for the shares issuable upon exercise of this Option had this Option been exercised immediately prior to the Change in Control, and appropriate adjustment also shall be made to the Exercise Price suchthat the aggregate Exercise Price of this Option or the new option shall remain the same as nearly as practicable.

**                       **9.3          If the provisionsof subsection 9.2 above apply, then this Option, the new option or the New Incentives shall not accelerate but shall continue to vest in accordance with the provisions of Section 2 hereof and shall continue in effect for the remainder of the term ofthis Option in accordance with the provisions of Section 3.1 hereof.

          **10.        NoEmployment or Service Contract Created.**  Neither the granting of this Option nor the exercise hereof shall be construed as granting to the Optionee any right with respect to

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continuance of Optionee’s employment by or service to the Company or any of its subsidiaries.  The right of the Company or any of its subsidiaries to terminate atwill the Optionee’s employment or service at any time (whether by dismissal, discharge or otherwise), with or without cause, is specifically reserved.

**          11.        Rights as Shareholder.** The Optionee (or transferee of this option by will or by the laws ofdescent and distribution) shall have no rights as a shareholder with respect to any Shares covered by this Option until such person has duly exercised this Option, paid the Exercise Price and become a holder of record of the Sharespurchased.

**          12.        “Market Stand-Off” Agreement.** Optioneeagrees that, if requested by the Company or the managing underwriter of any proposed public offering of the Company’s securities, Optionee will not sell or otherwise transfer or dispose of any Shares held by Optionee without the prior writtenconsent of the Company or such underwriter, as the case may be, during such period of time, not to exceed 180 days following the effective date of the registration statement filed by the Company with respect to such offering, as the Company or theunderwriter may specify.

**          13.        Interpretation.**  This Option is grantedpursuant to the terms of the Plan, and shall in all respects be interpreted in accordance therewith.  The Administrator shall interpret and construe this Option and the Plan, and any action, decision, interpretation or determination made ingood faith by the Administrator shall be final and binding on the Company and the Optionee.  As used in this Agreement, the term “Administrator” shall refer to the committee of the Board of Directors of the Company appointed toadminister the Plan, and if no such committee has been appointed, the term Administrator shall mean the Board of Directors.

**          14.        Limitation of Liability for Nonissuance.**  During the term of the Plan, the Company agrees at alltimes to reserve and keep available, and to use its reasonable best efforts to obtain from any regulatory body having jurisdiction any requisite authority in order to issue and sell, such number of shares of its Common Stock as shall be sufficientto satisfy its obligations hereunder and the requirements of the Plan. Inability of the Company to obtain, from any regulatory body having jurisdiction, authority deemed by the Company’s counsel to be necessary for the lawful issuance and saleof any shares of its Common Stock hereunder and under the Plan shall relieve the Company of any liability in respect of the nonissuance or sale of such shares as to which such requisite authority shall not have been obtained.

**          15.        Notices.** Any notice, demand or request required or permitted to be given under thisAgreement shall be in writing and shall be deemed given when delivered personally or three (3) days after being deposited in the United States mail, as certified or registered mail, with postage prepaid, and addressed, if to the Company, at itsprincipal place of business, Attention:  the Chief Financial Officer, and if to the Optionee, at his or her most recent address as shown in the employment or stock records of the Company.

**          16.        Governing Law.**  The validity, construction, interpretation, and effect of this Option shall begoverned by and determined in accordance with the laws of the State of California.

**          17.        Severability.** Should any provision or portion of this Agreement be held to be unenforceable orinvalid for any reason, the remaining provisions and portions of this Agreement shall be unaffected by such holding.

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**          18.        Attorneys’ Fees.**  If any party shallbring an action in law or equity against another to enforce or interpret any of the terms, covenants and provisions of this Agreement, the prevailing party in such action shall be entitled to recover from the other party reasonable attorneys’fees and any expert witness fees. 

**          19.        Counterparts.** This Agreementmay be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be deemed one instrument.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

NEWPORT CORPORATION

 

“OPTIONEE”

 

 

 

By:

 

 

 

 

 

**Charles F. Cargile**

 

**[OPTIONEE NAME]**

 

**Vice President and Chief Financial Officer**

 

 

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