Form of Stock Option Award Agreement



 EXHIBIT 10.2.1 
 NEXX SYSTEMS, INC. 
 2011 EQUITY INCENTIVE PLAN 

NOTICE OF STOCK OPTION GRANT 
 Unless otherwise defined herein, the terms defined in the NEXX Systems, Inc. (the “Company”) 2011 Equity Incentive Plan (the “Plan”) shall have the same
meanings in this Notice of Stock Option Grant (the “Notice”). 
  

			
	 Name:
	  	 
		
	 Address: 
	  	 

 You (“Participant”)
have been granted an option to purchase shares of Common Stock of the Company under the Plan subject to the terms and conditions of the Plan, this Notice and the Stock Option Award Agreement (the “Option Agreement”).

  

					
	 Grant Number:
	 	 	 	 
			
	 Date of Grant:
	 	 	 	 
			
	 Vesting Commencement Date:
	 	 	 	 
			
	 Exercise Price per Share:
	 	 	 	 
			
	 Total Number of Shares:
	 	 	 	 
			
	 Type of Option:
	 	 	 	Non-Qualified Stock Option (______ shares)
			
		 	 	 	Incentive Stock Option (______ shares)
			
	 Expiration Date:
	 	 	 	 
		
	 Post-Termination Exercise

Period:
	 	Termination = 3 Months
		 	Disability = 12 Months
		 	Death = 12 Months
		
	 Vesting Schedule:
	 	Subject to the limitations set forth in this Notice, the Plan and the Option Agreement, the Option will vest and may be exercised, in whole or in part, in accordance
with the following schedule:
		
		 	[25% of the Option shares upon completion of 12 months of service from the Vesting Commencement Date and the balance in successive equal monthly installments upon
completion of each of the next 36 months of service]

 You understand that your employment or consulting relationship or service
with the Company is for an unspecified duration, can be terminated at any time (i.e., is “at-will”), and that nothing in this Notice, the Option Agreement or the Plan changes the at-will nature of that relationship. You acknowledge that
the vesting of the Options pursuant to this Notice is earned only by continuing service as an Employee, Director or Consultant of the Company. You also understand that this Notice is subject to the terms and conditions of both the Option Agreement
and the Plan, both of which are incorporated herein by reference. You have read both the Option Agreement and the Plan. 
  

									
	PARTICIPANT	 		 	NEXX SYSTEMS, INC.
					
	Signature: 	 	 	 		 	Signature: 	 	 









									
					
	Print Name: 	 	 	 		 	Print Name: 	 	 
					
	Date:	 	 	 		 	Title:	 	 
					
		 		 		 	Date:	 	 

 NEXX SYSTEMS, INC.

 2011 EQUITY INCENTIVE PLAN 
 STOCK OPTION AWARD AGREEMENT 
 Unless otherwise defined in this Stock Option Award
Agreement (the “Agreement”), any capitalized terms used herein shall have the meaning ascribed to them in the NEXX Systems, Inc. (the “Company”) 2011 Equity Incentive Plan (the
“Plan”). 
 Participant has been granted an option to purchase Shares (the “Option”), subject to
the terms and conditions of the Plan, the Notice of Stock Option Grant (the “Notice”) and this Agreement. 
 1. Vesting Rights. Subject to the applicable provisions of the Plan and this Agreement, this Option may be exercised, in whole or in part, in accordance with the schedule set forth in the
Notice. 
 2. Termination Period. 

(a) General Rule. Except as provided below, and subject to the Plan, this Option may be exercised for three months
after Participant’s Termination with the Company. In no event shall this Option be exercised later than the Expiration Date set forth in the Notice. 
 (b) Death; Disability. Unless provided otherwise in the Notice, upon Participant’s Termination by reason of his or her Disability or death, or if Participant dies within three months of the
Termination Date, this Option may be exercised for 12 months, provided that in no event shall this Option be exercised later than the Expiration Date set forth in the Notice. 
 3. Grant of Option. Participant named in the Notice has been granted an Option for the number of Shares set forth in the Notice at the exercise price per Share set forth in the Notice (the
“Exercise Price”). In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail. If designated in the Notice as an
Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option under Section 422 of the Code. However, if this Option is intended to be an ISO, to the extent that it exceeds the $100,000
rule of Code Section 422(d) it shall be treated as a Nonqualified Stock Option (“NSO”). 
 4.
Exercise of Option. 
 (a) Right to Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set forth in the Notice and the applicable provisions of the Plan and this Agreement. In the event of Participant’s death, Disability, or Termination, the exercisability of the Option is governed by the
applicable provisions of the Plan, the Notice and this Agreement. 
 (b) Method of Exercise. This Option
is exercisable by delivery of an exercise notice (the “Exercise Notice”), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the
“Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be delivered in person, by mail, via electronic mail or
facsimile or by other authorized method to the Secretary of the Company or other person designated by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be
deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. 
 (c) No Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with all relevant provisions of law and the requirements of any stock exchange or quotation
service upon which the Shares are then listed. Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares.








 5. Method of Payment. Payment of the aggregate Exercise Price shall be by any
of the following, or a combination thereof, at the election of Participant: 
 (a) cash; 

(b) check; 
 (c) a “broker-assisted” or “same-day sale” (as described in Section 11(d) of the Plan); or 
 (d) other method authorized by the Company. 
 Notwithstanding the foregoing, the Company reserves
the right to restrict the methods of payment of the exercise price if necessary to comply with applicable local law, as determined by the Company in its sole discretion. 
 6. Non-Transferability of Option. This Option may not be transferred in any manner other than by will or by the laws of descent or distribution or court order and may be exercised during the
lifetime of Participant only by Participant unless otherwise permitted by the Committee on a case-by-case basis. The terms of the Plan and this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of
Participant. 
 7. Term of Option. This Option shall in any event expire on the expiration date set forth in the
Notice, which date is 10 years after the Date of Grant (five years after the Date of Grant if this option is designated as an ISO in the Notice of Stock Option Grant and Section 5.3 of the Plan applies). 

8. U.S. Tax Consequences. For Participants subject to U.S. income tax, some of the federal tax consequences relating to
this Option, as of the date of this Option, are set forth below. All other Participants should consult a tax advisor for tax consequences relating to this Option in their respective jurisdiction. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX
LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. PARTICIPANT SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. 
 (a) Exercising the Option. 
 (i) Nonqualified Stock
Option. Participant may incur federal ordinary income tax liability upon exercise of a NSO. Participant will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market
Value of the Exercised Shares on the date of exercise over their aggregate Exercise Price. If Participant is an Employee or a former Employee, the Company will be required to withhold from his or her compensation an amount equal to the minimum
amount the Company is required to withhold for income and employment taxes or collect from Participant and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may
refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 
 (ii) Incentive Stock Option. If this Option qualifies as an ISO, Participant will have no regular federal income tax liability upon its exercise, although the excess, if any, of the aggregate Fair
Market Value of the Exercised Shares on the date of exercise over their aggregate Exercise Price will be treated as an adjustment to alternative minimum taxable income for federal tax purposes and may subject Participant to alternative minimum tax
in the year of exercise. 
 (b) Disposition of Shares. 

(i) NSO. If Participant holds NSO Shares for at least one year, any gain realized on disposition of the Shares will
be treated as long-term capital gain for federal income tax purposes. 
 (ii) ISO. If Participant holds
ISO Shares for at least one year after exercise and two years after the grant date, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. If Participant disposes of ISO Shares
within one year after exercise or two years after the grant date, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the lesser of (A) the
difference between the Fair Market Value of the Shares acquired on the date of exercise and the aggregate Exercise Price, or (B) the difference between the sale price of such Shares and the aggregate Exercise Price. 







 (c) Notice of Disqualifying Disposition of ISO Shares. If Participant
sells or otherwise disposes of any of the Shares acquired pursuant to an ISO on or before the later of (i) two years after the grant date, or (ii) one year after the exercise date, Participant shall immediately notify the Company in
writing of such disposition. Participant agrees that he or she may be subject to income tax withholding by the Company on the compensation income recognized from such early disposition of ISO Shares by payment in cash or out of the current earnings
paid to Participant. 
 9. Acknowledgement. The Company and Participant agree that the Option is granted under and
governed by the Notice, this Agreement and by the provisions of the Plan (incorporated herein by reference). Participant: (i) acknowledges receipt of a copy of the Plan and the Plan prospectus, (ii) represents that Participant has
carefully read and is familiar with their provisions, and (iii) hereby accepts the Option subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice. 

10. Entire Agreement; Enforcement of Rights. This Agreement, the Plan and the Notice constitute the entire agreement and
understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No modification of
or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be
construed as a waiver of any rights of such party. 
 11. Compliance with Laws and Regulations. The issuance of
Shares will be subject to and conditioned upon compliance by the Company and Participant with all applicable state and federal laws and regulations and with all applicable requirements of any stock exchange or automated quotation system on which the
Company’s Common Stock may be listed or quoted at the time of such issuance or transfer. The Company reserves the right to impose other requirements on your participation in the Plan, on the Option, and on any shares of Common Stock acquired
under the Plan, to the extent the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require you to sign any additional agreements or undertakings that may be
necessary to accomplish the foregoing. 
 12. Governing Law; Severability. If one or more provisions of this
Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then
(i) such provision shall be excluded from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of this Agreement shall be enforceable in accordance with
its terms. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to
principles of conflicts of law. 
 13. No Rights as Employee, Director or Consultant. Nothing in this Agreement
shall affect in any manner whatsoever the right or power of the Company, or a Parent or Subsidiary of the Company, to terminate Participant’s service, for any reason, with or without cause. 

By Participant’s signature and the signature of the Company’s representative on the Notice, Participant and the Company agree
that this Option is granted under and governed by the terms and conditions of the Plan, the Notice and this Agreement. Participant has reviewed the Plan, the Notice and this Agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing the Notice, and fully understands all provisions of the Plan, the Notice and this Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any
questions relating to the Plan, the Notice and the Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated on the Notice.