FORM OF NONQUALIFIED STOCK OPTION AGMT UNDER 2001 STOCK INCENTIVE PLAN


  Exhibit 10.9
  NEWPORT CORPORATION
  NONQUALIFIED STOCK OPTION AGREEMENT
            This Nonqualified Stock Option Agreement (“Agreement”) is
made and entered 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 Newport
Corporation 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, in
the 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 Agreement
is 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 of
which are hereby acknowledged, the parties hereto do hereby agree as follows:
            1.          Option Grant.
                        1.1  Grant. This Agreement evidences Grant Number [GRANT NO.],
made in 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  Nonqualified Option.  This Option is not intended to
qualify as an “incentive stock option” as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), but is intended to constitute a nonqualified stock option.
            2.          Vesting of Option.
                         2.1          The right
to exercise 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          No
additional 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 that
number 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 or older (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 Qualifying
Retirement, 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 (as
defined 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 occurs during
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 such
termination;
                                     
  (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 permanent
disability (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 Optionee
has 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          Continuous
Service.  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 is
uninterrupted 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 or
service 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 terminate
Optionee’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, or if 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 business which 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) the disclosure 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 by Optionee 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 the Optionee 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 the actual 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 the Company; 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
of Option.  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
executive offices:
                        5.1          a written notice
of 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 the
Exercise 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 the
requisite 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 for
the 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
the NASD 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
Dealer whereby 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
Dealer irrevocably 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 time to time under the provisions of Section 5.3 of the Plan;
                        5.3          a check or cash in
the 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 the
exercise 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 upon
exercise 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, if
requested 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 with
Section 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 Optionee
fails 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 rescinded
within 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 and
conditions 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
Administrator in 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 the Optionee 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 Continuous Service 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 to exercise 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 may exercise 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 outstanding
shares 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 Exercise
Price 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 in
Section 2.4 of the Plan):
                         9.1          The right to
exercise 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 the
acquiring 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, the
Administrator 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 exercised
immediately prior to the Change in Control, and (y) the Exercise Price of this Option.
                         9.2          The vesting of
this 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 is
to 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 other
incentives 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 is
issued 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 pursuant
to 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 such
that the aggregate Exercise Price of this Option or the new option shall remain the same as nearly as practicable.
                        9.3          If the provisions
of 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 of
this Option in accordance with the provisions of Section 3.1 hereof.
            10.        No
Employment 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 at
will 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 of
descent 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 Shares
purchased.
            12.        “Market Stand-Off” Agreement.  Optionee
agrees 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 written
consent 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 the
underwriter may specify.
           13.        Interpretation.  This Option is granted
pursuant 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 in
good 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 to
administer 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 all
times 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 sufficient
to 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 sale
of 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 this
Agreement 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 its
principal 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 be
governed 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 or
invalid 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 shall
bring 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 Agreement
may 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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