Form of Restricted Stock Unit Award



 EXHIBIT 10.2.2 
 NEXX SYSTEMS, INC. 
 2011 EQUITY INCENTIVE PLAN 

NOTICE OF RESTRICTED STOCK UNIT 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 Restricted Stock Unit Award (the “Notice”). 

 

			
	 Name:
	  	 
		
	 Address: 
	  	 

 You (“Participant”)
have been granted an award of Restricted Stock Units (“RSUs”) under the Plan subject to the terms and conditions of the Plan, this Notice and the attached Restricted Stock Unit Award Agreement (the “RSU
Agreement”). 
  

			
	 Number of RSUs:
	 	 
		
	 Date of Grant:
	 	 
		
	 Vesting Commencement Date:
	 	 
		
	 Expiration Date:
	 	The date on which settlement of all RSUs granted hereunder occurs, with earlier expiration upon the Termination Date
		
	 Vesting Schedule:
	 	Subject to the limitations set forth in this Notice, the Plan and the RSU Agreement, the RSUs will vest in accordance with the following schedule:
		
		 	[25% of the RSUs upon completion of each 12 months of service from the Vesting Commencement Date]

 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 RSU Agreement or the Plan changes the at-will nature of that relationship. You acknowledge that the vesting of the RSUs 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 RSU Agreement and the Plan, both of which are incorporated herein by reference. You have read both the RSU Agreement and the Plan. 

 

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








 NEXX SYSTEMS, INC. 

2011 EQUITY INCENTIVE PLAN 
 RESTRICTED STOCK UNIT AWARD 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 Restricted Stock Unit Award Agreement (the
“Agreement”). 
 Participant has been granted Restricted Stock Units (“RSUs”) subject to the
terms, restrictions and conditions of the Plan, the Notice of Restricted Stock Unit Award (the “Notice”) and this Agreement. 
 1. Settlement. Settlement of RSUs shall be made within 30 days following the applicable date of vesting under the vesting schedule set forth in the Notice. Settlement of RSUs shall be
in Shares. 
 2. No Stockholder Rights. Unless and until such time as Shares are issued in settlement of vested RSUs, Participant
shall have no ownership of the Shares allocated to the RSUs and shall have no right to dividends or to vote such Shares. 
 3. Dividend
Equivalents. Dividends, if any (whether in cash or Shares), shall not be credited to Participant. 
 4. No Transfer. The
RSUs and any interest therein shall not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of. 
 5.
Termination. If Participant’s service Terminates for any reason, all unvested RSUs shall be forfeited to the Company forthwith, and all rights of Participant to such RSUs 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. 
 6. U.S. Tax Consequences. Participant acknowledges that there will be tax consequences upon settlement of the RSUs or disposition of the Shares, if any, received in connection therewith, and
Participant should consult a tax adviser regarding Participant’s tax obligations prior to such settlement or disposition. Upon vesting of the RSUs, Participant will include in income the fair market value of the Shares subject to the RSUs. 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. The Company shall be entitled to make appropriate arrangements for the payment by Participant of any
applicable withholding amounts, including Participant’s sale of a portion of the Shares to cover such withholding. In such case, in order to avail himself or herself of Rule 10b5-1 under the Securities Exchange Act of 1934, Participant hereby
elects to sell on each settlement date of the RSUs a sufficient number of Shares to cover any applicable withholding and costs of sale. Alternatively, before any Shares subject to this Agreement are issued, the Company may withhold a number of
Shares with a fair market value (determined on the date the Shares are issued) sufficient to cover any applicable withholding and costs of sale; provided, however, that in the case of settlement of RSUs held by “officers” (as defined under
Rule 16a-1 of the Securities Exchange Act of 1934), such withholding of shares shall have been approved by the Committee prior to such withholding. 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 settlement. Further, an RSU award may be considered a deferral of compensation that may be subject to Section 409A of
the Code. Section 409A of the Code imposes special rules to the timing of making and effecting certain amendments of this RSU with respect to distribution of any deferred compensation. You should consult your personal tax advisor for more
information on the actual and potential tax consequences of this RSU. 
 7. Acknowledgement. The Company and Participant agree
that the RSUs are granted under and governed by the Notice, this Agreement and the provisions of the Plan. 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 RSUs subject to all of the terms and conditions set forth herein and those set forth in the Plan and the Notice. 







 8. 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. 
 9.
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 RSUs 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. 
 10.
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. 

11. 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 RSU 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.