Form of Stock Appreciation Rights Award Agreement



 EXHIBIT 10.2.5 
 NEXX SYSTEMS, INC. 
 2011 EQUITY INCENTIVE PLAN 

NOTICE OF STOCK APPRECIATION RIGHT 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 Stock Appreciation Right Award (the “Notice”). 
  

			
	Name:	 	 
		
	Address:	 	 

 You (“Participant”) have
been granted an award of Stock Appreciation Rights (“SARs”) of the Company under the Plan subject to the terms and conditions of the Plan, this Notice and the Stock Appreciation Right Award Agreement (the “SAR
Agreement”). 
  

			
		
	Grant Number:	  	 
		
	Date of Grant:	  	 
		
	Vesting Commencement Date:	  	 
		
	Fair Market Value on Date of Grant:	  	 
		
	Total Number of 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 SAR Agreement, the SAR will vest and may be exercised, in whole or in part, in accordance with the following
schedule:

 [INSERT VESTING SCHEDULE] 
 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 SAR Agreement or the Plan changes the at-will nature of that relationship. You acknowledge that the vesting of the SARs 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 SAR Agreement and the Plan, both of which are incorporated herein by reference. You have read both the SAR 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 APPRECIATION RIGHT AWARD AGREEMENT 
 Unless otherwise defined in this Stock
Appreciation Right 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 Stock Appreciation Rights (“SARs”), subject to the
terms and conditions of the Plan, the Notice of Stock Appreciation Right Award (the “Notice”) and this Agreement. 
 1. Vesting Rights. Subject to the applicable provisions of the Plan and this Agreement, this SAR 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 SAR may be exercised for 3 months after
Participant’s Termination. In no event shall this SAR 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 SAR may be exercised for twelve months, provided that in no event shall this SAR be exercised later than the Expiration Date set forth in the Notice. 
 3. Grant of SAR. Participant named in the Notice has been granted a SAR for the number of Shares set forth in the Notice at the fair market value set forth in the Notice. 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. 
 4. Exercise of SAR. 
 (a) Right to Exercise.
This SAR 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 SAR is governed by the applicable provisions of the Plan, the Notice and this Agreement. 

(b) Method of Exercise. This SAR is exercisable by delivery of an exercise notice (the “Exercise
Notice”), which shall state the election to exercise the SAR, the number of SARs to be exercised (the “Exercised SARs”), 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. This SAR shall be deemed
to be exercised upon receipt by the Company of such fully executed Exercise Notice. 
 (c) No Shares shall be
issued pursuant to the exercise of this SAR 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 SAR is exercised with respect to such Exercised Shares. 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. 
 5.
Non-Transferability of SAR. This SAR 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. 







 6. Term of SAR. This SAR shall in any event expire on the expiration date set
forth in the Notice, which date is 10 years after the Date of Grant. 
 7. U.S. Tax Consequences. For
Participants subject to U.S. income tax, some of the federal tax consequences relating to this SAR, as of the date of this SAR, are set forth below. All other Participants should consult a tax advisor for tax consequences relating to this SAR 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 SAR. Participant will incur federal ordinary income tax
liability upon exercise of the SAR. 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 Fair Market Value on the date of grant. 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. If Participant holds the Shares received upon exercise of the SAR 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. 
 9. Acknowledgement. The Company and Participant agree
that the SAR 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 SAR 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 SARs 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 SAR 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.