Form of Performance Shares Award



 EXHIBIT 10.2.3 
 NEXX SYSTEMS, INC. 
 2011 EQUITY INCENTIVE PLAN 

NOTICE OF PERFORMANCE SHARES AWARD 
 GRANT NUMBER:              
 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 Performance Shares Award (the “Notice”). 
  

			
	Name:	 	 
		
	Address:	 	 

 You (“Participant”) have
been granted an award of Performance Shares under the Plan subject to the terms and conditions of the Plan, this Notice and the attached Performance Shares Award Agreement (hereinafter “Performance Shares Agreement”).

  

			
		
	Number of Shares:	  	 
		
	Date of Grant:	  	 
		
	Vesting Commencement Date: 	  	 
		
	Expiration Date:	  	The date on which all the Shares granted hereunder become vested, with earlier expiration upon the Termination Date
		
	Vesting Schedule:	  	Subject to the limitations set forth in this Notice, the Plan and the Performance Shares Agreement, the Shares will vest in accordance with the following
schedule:
		
		  	[INSERT VESTING SCHEDULE / PERFORMANCE FACTORS]


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 Performance Shares Agreement or the Plan changes the at-will nature of that relationship. You acknowledge that the vesting pursuant to this Notice is earned only upon the
applicable certification of attainment of the requisite Performance Factors enumerated above while still in 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 Performance Shares Agreement and the Plan, both of which are incorporated herein by reference. Participant has read both the Performance Shares Agreement and the Plan. 

 

									
	PARTICIPANT 	 		 	NEXX SYSTEMS, INC.
					
	Signature:	 	 	 		 	Signature:	 	 
	Print Name:	 	 	 		 	Print Name:	 	 
	Date:	 	 	 		 	Title:	 	 
		 		 		 	Date:	 	 








 NEXX SYSTEMS, INC. 

2011 EQUITY INCENTIVE PLAN 
 PERFORMANCE SHARES AGREEMENT 
 Unless otherwise defined herein, the terms defined in the
NEXX Systems, Inc. (the “Company”) 2011 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Performance Shares Agreement (the “Agreement”).

 Participant has been granted a Performance Shares Award (“Performance Shares Award”) subject to the terms,
restrictions and conditions of the Plan, the Notice of Performance Shares Award (“Notice”) and this Agreement. 
 1.
Settlement. The Performance Shares Award shall be settled in Shares, and the Company’s transfer agent shall record ownership of such Shares in Participant’s name as soon as reasonably practicable after achievement of the
Performance Factors enumerated in the Notice. 
 2. Stockholder Rights. Participant shall have no right to dividends or to vote
Shares until Participant is recorded as the holder of such Shares on the stock records of the Company and its transfer agent. 
 3. No
Transfer. Participant’s interest in this Performance Shares Award shall not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of. 
 4. Termination. Upon Participant’s Termination for any reason, all of Participant’s rights under the Plan, this Agreement and the Notice in respect of this Award shall immediately
terminate. In case of any dispute as to whether Termination has occurred, the Committee shall have sole discretion to determine whether such Termination has occurred and the effective date of such Termination. 

5. U.S. Tax Consequences. Participant acknowledges that there will be tax consequences upon issuance of the Shares, and Participant should
consult a tax adviser regarding Participant’s tax obligations prior to such settlement or disposition. Upon vesting of the Shares, Participant will include in income the fair market value of the Shares. The included amount will be treated as
ordinary income by Participant and will be subject to withholding by the Company when required by applicable law. Before any Shares subject to this Agreement are issued the Company shall withhold a number of Shares with a fair market value
(determined on the date the Shares are issued) equal to the minimum amount the Company is required to withhold for income and employment taxes. Upon disposition of the Shares, any subsequent increase or decrease in value will be treated as
short-term or long-term capital gain or loss, depending on whether the Shares are held for more than one year from the date of issuance. 

6. Acknowledgement. The Company and Participant agree that the Performance Shares Award 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 Performance Shares Award subject to all of the terms and conditions set forth herein and those set forth in the Plan, this Agreement and the Notice. 

7. 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. 
 8. 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 Performance Shares Award 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. 







 9. 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. 
 10. 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
Purchaser’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 Performance Shares Award 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 this Agreement, 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 this Agreement. Participant further agrees to notify the Company upon any change in Participant’s residence address.