Exhibit
        10.2

       

       

      FIFTH
        AMENDED AND RESTATED STOCK OPTION PLAN 

      FOR
        OUTSIDE DIRECTORS OF TEGAL CORPORATION

       

      *
        This Plan addresses the effect of the Company’s 1-to-12 reverse stock split
        effected on July 25, 2006.

       

      Tegal
        Corporation, a Delaware corporation (the “Company”), hereby amends and restates
        the Fourth Amended and Restated Stock Option Plan for Outside Directors of
        Tegal
        Corporation (as so amended, the “Plan”), incorporating certain amendments
        adopted by the Board of Directors July 15, 2005. The Plan was initially adopted
        by the Board of Directors and the stockholders of the Company on October
        1995,
        with an initial effective date of October 18, 1995. The Plan was amended
        and
        restated on July 16, 1998 by the Board of Directors and such amendment was
        approved by the stockholders on September 15, 1998. The Plan was again amended
        and restated on July 8, 2000 by the Board of Directors and such amendment
        was
        approved by the stockholders on September 19, 2000. The Plan was again amended
        and restated on July 17, 2001 by the Board of Directors and such amendment
        was
        approved by the stockholders on September 25, 2001. The Plan was again amended
        and restated on July 23, 2004 by the Board of Directors and such amendment
        was
        approved by the stockholders on September 21, 2004. The plan was again amended
        and restated on July 15, 2005 and such amendment was approved by the
        stockholders on September 13, 2005. The purposes of the Plan are as
        follows:

       

      (1)    
        To
        further the growth, development and financial success of the Company by
        providing additional incentives to its outside directors who share in the
        responsibility for the management of the Company’s business by assisting them to
        become owners of common stock of the Company and thus to benefit directly
        from
        its growth, development and financial success.

       

      (2)    
        To
        enable
        the Company to obtain and retain the services of the type of outside directors
        considered essential to the long-range success of the Company by providing
        and
        offering them an opportunity to become owners of common stock of the
        Company.

       

      13.

      DEFINITIONS

       

      Whenever
        the following terms are used in the Plan, they shall have the meaning specified
        below unless the context clearly indicates to the contrary. The masculine
        pronoun shall include the feminine and neuter and the singular shall include
        the
        plural, where the context so indicates.

       

      1.31  BOARD

       

      “Board”
        shall mean the Board of Directors of the Company. 

       

      13.2  CHANGE
        IN CONTROL

       

      “Change
        in Control” shall mean a change in ownership or control of the Company effected
        through either of the following transactions: 

       

      any
        person or related group of persons (other than the Company or a person that
        directly or indirectly controls, is controlled by, or is under common control
        with, the Company) directly or indirectly acquires beneficial ownership (within
        the meaning of Rule 13d-3 under the Exchange Act) of securities possessing
        more
        than fifty percent (50%) of the total combined voting power of the Company’s
        outstanding securities pursuant to a tender or exchange offer made directly
        to
        the Company’s stockholders which the Board does not recommend such stockholders
        to accept; or

       

      there
        is
        a change in the composition of the Board over a period of thirty-six (36)
        consecutive months (or less) such that a majority of the Board members (rounded
        up to the nearest whole number) ceases, by reason of one or more proxy contests
        for the election of Board members, to be comprised of individuals who either
        

       

      have
        been Board members continuously since the beginning of such period or


       

      have
        been elected or nominated for election as Board members during such period
        by at
        least a majority of the Board members described in clause (i) who were still
        in
        office at the time such election or nomination was approved by the
        Board.

       

      
        
           

        

        
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      13.3  COMPANY

       

      “Company”
        shall mean Tegal Corporation. In addition, “Company” shall mean any corporation
        assuming, or issuing new stock options in substitution for, Options outstanding
        under the Plan.

       

      13.4  CORPORATE
        TRANSACTION

       

      “Corporate
        Transaction” shall mean any of the following stockholder-approved transactions
        to which the Company is a party: 

       

      a
        merger
        or consolidation in which the Company is not the surviving entity, except
        for a
        transaction the principal purpose of which is to change the State in which
        the
        Company is incorporated, form a holding company or effect a similar
        reorganization as to form whereupon this Plan and all Options are assumed
        by the
        successor entity;

       

      the
        sale,
        transfer or other disposition of all or substantially all of the assets of
        the
        Company in complete liquidation or dissolution of the Company in a transaction
        not covered by the exceptions to clause (a) above; or

       

      any
        reverse merger in which the Company is the surviving entity but in which
        securities possessing more than fifty percent (50%) of the total combined
        voting
        power of the Company’s outstanding securities are transferred to a person or
        persons different from those who held such securities immediately prior to
        such
        merger. 

       

      13.5  EXCHANGE
        ACT

       

      “Exchange
        Act” shall mean the Securities Exchange Act of 1934, as amended.

       

      13.6  OPTION

       

      “Option”
        shall mean an option to purchase the Company’s common stock, $0.01 par value,
        granted under the Plan.

       

      13.7  OPTIONEE

       

      “Optionee”
        shall mean an Outside Director to whom an Option is granted under the
        Plan.

       

      13.8  OUTSIDE
        DIRECTOR

       

      “Outside
        Director” shall mean a member of the Board who is not an employee of the
        Company, a Parent Corporation or a Subsidiary under Section 3401(c) of the
        Code
        and who is not legally or contractually prohibited from receiving and holding
        personally an Option.

       

      13.9  PARENT
        CORPORATION

       

      “Parent
        Corporation” shall mean any corporation, other than the Company, in an unbroken
        chain of corporations ending with the Company if, at the time of the granting
        of
        the Option, each of the corporations other than the Company owns stock
        possessing 50% or more of the total combined voting power of all classes
        of
        stock in one of the other corporations in such chain. 

       

      13.10  PLAN

       

      “Plan”
        shall mean The Fifth Amended and Restated Stock Option Plan for Outside
        Directors of Tegal Corporation.

       

      13.11  RULE
        16B-3

       

      “Rule
        16b-3” shall mean that certain Rule 16b-3 under the Exchange Act, including as
        such Rule may be amended or superseded in the future. 

       

      13.12  SECRETARY

       

      “Secretary”
        shall mean the Secretary of the Company. 

       

      13.13  SECURITIES
        ACT

       

      “Securities
        Act” shall mean the Securities Act of 1933, as amended. 

      
         

        
          
             

          

          
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      13.14  SUBSIDIARY

       

      “Subsidiary”
        shall mean any corporation, other than the Company, in an unbroken chain
        of
        corporations beginning with the Company if, at the time of the granting of
        the
        Option, each of the corporations other than the last corporation in an unbroken
        chain owns stock possessing 50% or more of the total combined voting power
        of
        all classes of stock in one of the other corporations in such
        chain.

       

      13.15  TERMINATION
        OF DIRECTORSHIP

       

      “Termination
        of Directorship” shall mean the time when an Optionee ceases to be a director of
        the Company for any reason, including, without limitation, a termination
        by
        resignation, failure to be elected, death, disability or retirement. The
        Board,
        in its absolute discretion, shall determine the effect of all other matters
        and
        questions relating to Termination of Directorship.

       

      14.
        
SHARES SUBJECT TO PLAN

       

      14.1  SHARES
        SUBJECT TO PLAN

       

      The
        shares of stock subject to Options shall be shares of the Company’s common
        stock, $0.01 par value (the “Common Stock”). The aggregate number of such shares
        which may be issued upon exercise of Options shall not exceed 333,334.


       

      14.2  -
        UNEXERCISED OPTIONS

       

      If
        any
        Option expires or is cancelled without having been fully exercised, the number
        of shares subject to such Option but as to which such Option was not exercised
        prior to its expiration or cancellation may again be optioned hereunder,
        subject
        to the limitations of Section 2.1. 

       

      14.3  CHANGES
        IN COMPANY’S SHARES

       

      In
        the
        event that the outstanding shares of Common Stock of the Company are hereafter
        changed into or exchanged for a different number or kind of shares or other
        securities of the Company, or of another corporation, by reason of
        reorganization, merger, consolidation, recapitalization, reclassification,
        stock
        split-up, stock dividend or combination of shares, appropriate adjustments
        shall
        be made by the Board in the number and kind of shares for the purchase of
        which
        Options may thereafter be granted, including adjustments of the limitations
        in
        Section 2.1 on the maximum number and kind of shares which may be issued
        on
        exercise of Options.

       

      15.
        
GRANTING OF OPTIONS

       

      15.1  ELIGIBILITY

       

      Any
        Outside Director of the Company shall be eligible to be granted
        Options.

       

      15.2  TAX
        STATUS OF STOCK OPTIONS

       

      Options
        granted under the Plan do not qualify as “incentive stock options” under Section
        422 of the Internal Revenue Code of 1986, as amended. 

       

      15.3  NON-DISCRETIONARY
        GRANTS

       

      Any
        person who is not an Outside Director on the effective date of this Plan,
        but
        who later becomes an Outside Director, shall be granted on the date of his
        initial election or appointment as an Outside Director an Option to purchase
        8,334 shares of Common Stock. 

       

      Commencing
        on the effective date of this Plan, each Outside Director shall be granted
        an
        Option to purchase 2,084 shares of Common Stock on the date of each annual
        meeting of the Company’s stockholders at which such Outside Director is
        re-elected to the Board of Directors; provided, that an Outside Director
        who has
        received an Option pursuant to Section 3.3(a) above shall not receive an
        Option
        pursuant to this Section 3.3(b) until his or her initial Option grant pursuant
        to Section 3.3(a) shall have vested in full. 

       

      Notwithstanding
        anything to the contrary, any Outside Director may elect to waive his right
        to
        be granted an Option under this Section 3.3 by giving a six month advance
        written notice of such waiver from the effective date of the Outside Director’s
        right to receive such Option.

       

      
        
           

        

        
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      15.4  DISCRETIONARY
        GRANTS

       

      The
        Board
        shall from time to time, in its absolute discretion, and subject to applicable
        limitations of the Plan: 

       

      Select
        from among the Outside Directors (including Outside Directors who have
        previously received Options under the Plan) such of them as in its opinion
        should be granted Options;

       

      Determine
        the number of shares to be subject to such Options granted to the selected
        Independent Directors; 

       

      Subject
        to the provisions of Article 4 determine the terms and conditions of such
        Options, consistent with the Plan.

       

      15.5  NO
        OPTION GRANT WHERE PROHIBITED

       

      No
        person
        shall be granted an Option under the Plan if at the time of such grant, the
        grant is prohibited by applicable law or by the policies of the employer
        of such
        person or of any other company of which such person is a member of the board
        of
        directors or a general partner.

       

      15.6  OPTIONS
        IN LIEU OF CASH COMPENSATION

       

      In
        addition to those Options referenced in Sections 3.3 and 3.4, each Outside
        Director may elect to receive all or any portion of his or her Director’s Fee
        either (i) in cash or (ii) in the form of an Option. “Director’s Fee” shall mean
        the amount of compensation set by the Board from time to time and as payable
        to
        a Director for services as a Director; but shall not include any fees payable
        by
        reason of Committee membership and/or attendance.

       

      In
        order
        to receive Director’s Fees in the form of an Option in lieu of cash compensation
        the Outside Director must elect in writing at least six months prior to the
        date
        of payment of the Director’s Fee (the “Payment Date”). The election shall be
        irrevocable with respect to the Payment Date for which it is made, and shall
        remain in effect for a subsequent Payment Date unless revoked in writing
        at
        least six months prior to the relevant Payment Date.

       

      16.
        
TERMS
        OF OPTIONS

       

      16.1  OPTION
        AGREEMENT

       

      Each
        Option shall be evidenced by a written Outside Director Stock Option Agreement,
        which shall be executed by the Optionee and an authorized officer of the
        Company
        and which shall contain such terms and conditions, as the Board shall determine,
        consistent with the Plan.

       

      16.2  OPTION
        PRICE

       

      Unless
        otherwise provided by the Board and set forth in the Outside Director Stock
        Option Agreement, the price of the shares of Common Stock subject to each
        Option
        shall equal the Fair Market Value of such shares on the date such Option
        is
        granted.

       

      For
        purposes of the Plan, the “Fair Market Value” of a share of the Common Stock as
        of a given grant date shall be: 

       

      the
        closing price of a share of the Common Stock on the principal exchange on
        which
        shares of the Common Stock are then trading, if any, on such grant date,
        or, if
        shares were not traded on such grant date, then on the next preceding trading
        day during which a sale occurred; or 

       

      if
        the Common Stock is not traded on an exchange but is quoted on Nasdaq or
        a
        successor quotation system, 

       

      the
        last reported sales price (if the Common Stock is then quoted on the Nasdaq
        National Market) or 

       

      
        
           

        

        
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      the
        mean between the closing representative bid and asked prices (in all other
        cases) for the Common Stock on such grant date as reported by Nasdaq or such
        successor quotation system; or (iii) if the Common Stock is not publicly
        traded
        on an exchange and not quoted on Nasdaq or a successor quotation system,
        the
        mean between the closing bid and asked prices for the Common Stock, on such
        grant date, as determined in good faith by the Board; or (iv) if the Common
        Stock is not publicly traded, the fair market value established by the Board
        acting in good faith. 

       

      16.3  COMMENCEMENT
        OF EXERCISABILITY

       

      Subject
        to Section 4.7, each Option granted pursuant to Section 3.3(a) shall become
        exercisable on the first anniversary of the date of Option grant.

       

      Subject
        to Section 4.7, each Option granted pursuant to Section 3.3(b) shall become
        exercisable as to 1/12th of the total number of shares subject to the Option
        on
        the first day of each calendar month following the date of Option
        grant.

       

      Notwithstanding
        the foregoing, an Outside Director may not exercise an otherwise exercisable
        Option granted pursuant to Section 3.3 or 3.4 unless such Outside Director
        attended at least seventy-five percent (75%) of the meetings of the Board
        during
        the twelve month period (the “Attendance Period”) preceding the date of exercise
        of the Option; provided, however, that installments of an Option which becomes
        exercisable prior to the commencement of the Attendance Period shall remain
        exercisable by the Optionee.

       

      All
        Options granted under Section 3.6 will be fully vested and exercisable on
        the
        date of Option grant.

       

      At
        any
        time after grant of an Option, the Board may, in its sole and absolute
        discretion and subject to whatever terms and conditions it selects, accelerate
        the period during which an Option vests.

       

      No
        portion of an Option which is unexercisable at Termination of Directorship
        shall, under any circumstances, thereafter become exercisable.

       

      16.4  EXPIRATION
        OF OPTIONS

       

      Subject
        to Section 4.7, in the event of the Optionee’s Termination of Directorship, such
        Optionee may exercise his or her Option within such period of time as is
        specified in the Outside Director Stock Option Agreement to the extent that
        the
        Option is vested and exercisable on the date of termination. In no event
        may an
        Option be exercised to any extent by anyone after ten years from the date
        the
        Option was granted. If, after termination, the Optionee does not exercise
        his or
        her Option within the time period specified herein or in the Outside Director
        Stock Option Agreement, the Option shall terminate and the shares covered
        by
        such Option shall again become available for issuance under the
        Plan.

       

      16.5  CONSIDERATION

       

      In
        consideration of the granting of the Option, the Optionee shall agree, in
        the
        written Outside Director Stock Option Agreement, to serve as a Director of
        the
        Company until the next annual meeting of the stockholders of the Company.
        Nothing in this Plan or in any Outside Director Stock Option Agreement hereunder
        shall confer upon any Optionee any right to continue as a director of the
        Company.

       

      16.6  CHANGES
        IN COMMON STOCK OR ASSETS OF THE COMPANY, ACQUISITION OR LIQUIDATION OF THE
        COMPANY AND OTHER CORPORATE EVENTS 

       

      Subject
        to Section 4.7, in the event that the Board determines that any dividend
        or
        other distribution (whether in the form of cash, Common Stock, other securities,
        or other property), recapitalization, reclassification, stock split, reverse
        stock split, reorganization, merger, consolidation, split-up, spin-off,
        combination, repurchase, liquidation, dissolution, or sale, transfer, exchange
        or other disposition of all or substantially all of the assets of the Company,
        or exchange of Common Stock or other securities of the Company, issuance
        of
        warrants or other rights to purchase Common Stock or other securities of
        the
        Company, or other similar corporate transaction or event, in the Board’s sole
        discretion, affects the Common Stock such that an adjustment is determined
        by
        the Board to be appropriate in order to prevent dilution or enlargement of
        the
        benefits or potential benefits intended to be made available under the Plan
        or
        with respect to an Option, then the Board shall, in such manner as it may
        deem
        equitable, adjust any or all of

       

      
        
           

        

        
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      the
        number and kind of shares of Common Stock (or other securities or property)
        with
        respect to which Options may be granted or awarded (including, but not limited
        to, adjustments of the limitations in Section 2.1 on the maximum number and
        kind
        of shares which may be issued),

       

      the
        number and kind of shares of Common Stock (or other securities or property)
        subject to outstanding Options, and 

       

      the
        exercise price with respect to any Option. 

       

      16.7  OCCURRENCE
        OF A CHANGE IN CONTROL OR CORPORATE TRANSACTION

       

      Upon
        the
        occurrence of either a Change in Control or a Corporate Transaction, each
        Option
        outstanding under the Plan shall be exercisable as to all shares covered
        thereby, notwithstanding anything to the contrary in Section 4.3(a) or Section
        4.3(b). Upon the occurrence of any Change in Control, or upon stockholder
        approval of any Corporate Transaction, the Company shall promptly provide
        written notice thereof to each Optionee. No Option may be exercised to any
        extent after the occurrence of a Corporate Transaction; provided, however,
        that
        such termination of exercise rights shall not occur until after the related
        Corporate Transaction has closed and appropriate arrangements shall be made
        to
        permit any Options outstanding to be exercised in connection with such closing.
        

       

      17.
EXERCISE
        OF OPTIONS

       

      17.1  PERSON
        ELIGIBLE TO EXERCISE

       

      During
        the lifetime of the Optionee, only the Optionee may exercise an Option granted
        to the Optionee, or any portion thereof unless it has been disposed of pursuant
        to a qualified domestic relations order as defined under the Internal Revenue
        Code of 1986, as amended, or Title I of the Employee Retirement Income Security
        Act of 1974, as amended, or the rules thereunder. After the death of the
        Optionee, any exercisable portion of an Option may, prior to the time when
        such
        portion becomes unexercisable under Section 4.4 or Section 4.7, be exercised
        by
        the Optionee’s personal representative or by any person empowered to do so under
        the deceased Optionee’s will or under the then applicable laws of descent and
        distribution.

       

      17.2  PARTIAL
        EXERCISE

       

      Subject
        to Section 4.3, at any time and from time to time prior to the time when
        an
        exercisable Option or exercisable portion thereof become unexercisable under
        Section 4.4 or Section 4.7, such Option or portion thereof may be exercised
        in
        whole or in part; provided, however, that in no event may an Option be exercised
        as to less than one hundred (100) shares at any one time, or the remaining
        shares covered by the Option if less than two hundred (200); provided, further,
        that the Company shall not be required to issue fractional shares.

       

      17.3  MANNER
        OF EXERCISE

       

      An
        exercisable Option, or any exercisable portion thereof, may be exercised
        solely
        by delivery to the Secretary or his office of all of the following prior
        to the
        time when such Option or such portion becomes unexercisable under Section
        4.4 or
        Section 4.7:

       

      Notice
        in
        writing signed by the Optionee or other person then entitled to exercise
        such
        Option or portion thereof, stating that such Option or portion thereof is
        exercised, such notice complying with any applicable rules established by
        the
        Board;

       

      Full
        payment for the shares with respect to which such Option or portion thereof
        is
        thereby exercised (i) in cash or by check, 

       

      with
        the consent of the Board, in shares of Common Stock held by the Optionee
        for at
        least six (6) months with a Fair Market Value equal to the aggregate exercise
        price of the Option or exercised portion thereof on the date of Option exercise,
        (iii) with the consent of the Board, in surrendered shares of Common Stock
        issuable upon the exercise of the Option with a Fair Market Value equal to
        the
        aggregate exercise price of the Option or exercised portion thereof on the
        date
        of Option exercise, (iv) with the consent of the Board, any combination of
        the
        foregoing, or (v) by other means authorized by the Board; 

       

      
        
           

        

        
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      Such
        representations and documents as the Board, in its absolute discretion, deems
        necessary or advisable to effect compliance with all applicable provisions
        of
        the Securities Act and any other federal or state securities laws or
        regulations. The Board may, in its absolute discretion, also take whatever
        additional actions it deems appropriate to effect such compliance including,
        without limitation, placing legends on share certificates and issuing
        stop-transfer orders to transfer agents and registrars; and

       

      In
        the
        event that the Option or portion thereof shall be exercised pursuant to Section
        5.1 by any person or persons other than the Optionee, appropriate proof of
        the
        right of such person or persons to exercise the Option or portion
        thereof.

       

      17.4  CONDITIONS
        TO ISSUANCE OF STOCK CERTIFICATES 

       

      The
        shares of stock issuable and deliverable upon the exercise of an Option,
        or any
        portion thereof, may be either previously authorized but unissued shares
        or
        issued shares which have then been reacquired by the Company. Such shares
        shall
        be fully paid and nonassessable. The Company shall not be required to issue
        or
        deliver any certificate or certificates for shares of stock purchased upon
        the
        exercise of any Option or portion thereof prior to fulfillment of all of
        the
        following conditions:

       

      The
        admission of such shares to listing or quotation on all stock exchanges or
        automated quotation services on which such class of stock is then listed
        or
        quoted, as the case may be; 

       

      The
        completion of any registration or other qualification of such shares under
        any
        state or federal law or under the rulings or regulations of the Securities
        and
        Exchange Commission or any other governmental regulatory body, which the
        Board
        shall, in its absolute discretion, deem necessary or advisable;

       

      The
        obtaining of any approval or other clearance from any state or federal
        governmental agency which the Board shall, in its absolute discretion, determine
        to be necessary or advisable; 

       

      The
        payment to the Company of all amounts which it is required to withhold, if
        any,
        under federal, state or local law in connection with the exercise of the
        Option;
        and

       

      The
        lapse
        of such reasonable period of time following the exercise of the Option as
        the
        Board may establish from time to time for reasons of administrative
        convenience.

       

      17.5  RIGHTS
        AS STOCKHOLDERS

       

      The
        holders of Options shall not be, nor have any of the rights or privileges
        of,
        stockholders of the Company in respect of any shares purchasable upon the
        exercise of any part of an Option unless and until certificates representing
        such shares have been issued by the Company to such holders. 

       

      18.
        
ADMINISTRATION

       

      18.1  DUTIES
        AND POWERS OF THE BOARD

       

      It
        shall
        be the duty of the Board to conduct the general administration of the Plan
        in
        accordance with its provisions. The Board shall have the power to interpret
        the
        Plan and the Options and to adopt such rules for the administration,
        interpretation and application of the Plan as are consistent therewith and
        to
        interpret, amend or revoke any such rules.

       

      18.2  MAJORITY
        RULE

       

      The
        Board
        shall act by a majority of its members in office. The Board may act either
        by
        vote at a meeting or by a memorandum or other written instrument signed by
        a
        majority of the Board.

       

      18.3  COMPENSATION;
        PROFESSIONAL ASSISTANCE; GOOD FAITH ACTIONS

       

      Members
        of the Board shall receive no additional compensation for their services
        under
        the Plan. All expenses and liabilities incurred by members of the Board in
        connection with the administration of the Plan shall be borne by the Company.
        The Board may employ attorneys, consultants, accountants, appraisers, brokers
        or
        other persons. The Board and the Company shall be entitled to rely upon the
        advice, opinions or valuations of any such persons. All actions taken and
        all
        interpretations and determinations made by the Board in good faith shall
        be
        final and binding upon all Optionees, the Company and any other interested
        persons. No member of the Board shall be personally liable for any action,
        determination or interpretation made in good faith with respect to the Plan
        or
        the Options, and all members of the Board shall be fully protected by the
        Company in respect to any such action, determination or interpretation.


       

      
        
           

        

        
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      19.
        
OTHER
        PROVISIONS

       

      19.1  OPTIONS
        NOT TRANSFERABLE

       

      No
        Option
        or interest or right therein or part thereof shall be liable for the debts,
        contracts or engagements of the Optionee or his successors in interest or
        shall
        be subject to disposition by transfer, alienation, anticipation, pledge,
        encumbrance, assignment or any other means whether such disposition be voluntary
        or involuntary or by operation of law, by judgment, levy, attachment,
        garnishment or any other legal or equitable proceedings (including, without
        limitation, bankruptcy), and any attempted disposition thereof shall be null
        and
        void and of no effect; provided, however, that nothing in this Section 7.1
        shall
        prevent transfers by will or by the applicable laws of descent and distribution
        or pursuant to a qualified domestic relations order as defined under the
        Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement
        Income Security Act of 1974, as amended, or the rules thereunder.

       

      19.2  AMENDMENT,
        SUSPENSION OR TERMINATION OF THE PLAN 

       

      The
        Plan
        may be wholly or partially amended or otherwise modified, suspended or
        terminated at any time or from time to time by the Board. However, unless
        otherwise determined by the Board and permitted by Rule 16b-3 as then in
        effect,
        without approval of the Company’s stockholders given within 12 months before or
        after the action by the Board, no action of the Board may, except as provided
        in
        Section 2.3, increase the limits imposed in Section 2.1 on the maximum number
        of
        shares which may be issued on exercise of Options, extend the limit imposed
        in
        this Section 7.2 on the period during which Options may be granted, or amend
        or
        modify the Plan in a manner requiring stockholder approval under Rule 16b-3
        or
        the Code. Neither the amendment, suspension nor termination of the Plan shall,
        without the consent of the holder of the Option, alter or impair any rights
        or
        obligations under any Option theretofore granted. 

       

      The
        Plan
        is intended to conform to the extent necessary with all provisions of the
        Securities Act and the Exchange Act and any and all regulations and rules
        promulgated by the Securities and Exchange Commission thereunder including,
        without limitation, Rule 16b-3. Notwithstanding anything herein to the contrary,
        the Plan shall be administered, and Options shall be granted and may be
        exercised, only in such a manner as to conform to such laws, rules and
        regulations. To the extent permitted by applicable law and notwithstanding
        Section 7.2(a), the Plan and Options granted hereunder shall be deemed amended
        to the extent necessary to conform to such laws, rules and
        regulations.

       

      No
        Option
        may be granted during any period of suspension nor after termination of the
        Plan, and in no event may any Option be granted under the Plan after July
        14,
        2015.

       

      19.3  EFFECTIVE
        DATE; APPROVAL OF PLAN AND OPTIONS BY STOCKHOLDERS

       

      The
        Plan
        shall be effective as of the date the Plan is approved by the Company’s
        stockholders. If such approval is not obtained, the Plan shall have no force
        or
        effect. Options may be granted prior to such stockholder approval under the
        circumstances and to the extent provided in the Plan; provided, however,
        that
        Options so granted shall be conditioned upon the stockholders’ approval and
        shall provide that if such approval is not obtained, the Options shall be
        null
        and void and of no further force or effect.

       

      19.4  EFFECT
        OF PLAN UPON OTHER OPTION AND COMPENSATION PLANS 

       

      The
        adoption of the Plan shall not affect any other compensation or incentive
        plans
        in effect for directors of the Company. Nothing in the Plan shall be construed
        to limit the right of the Company to grant or assume options otherwise than
        under the Plan in connection with any proper corporate purpose, including,
        without limitation, the grant or assumption of options in connection with
        the
        acquisition, by purchase, lease, merger, consolidation or otherwise, of the
        business, stock or assets of any corporation, firm or association. 

       

      19.5  -
        NOTICES

       

      Any
        notice to be given under the terms of the Plan to the Company shall be addressed
        to the Company in care of its Secretary and any notice to be given to any
        Optionee shall be addressed to such Optionee at such Optionee’s last address as
        reflected in the Company’s records. By a notice given pursuant to this Section
        7.5, either party may designate a different address for notices to be given
        to
        it, him or her. Any notice which is required to be given to an Optionee,
        if the
        Optionee is then deceased, be given to the Optionee’s personal representative if
        such representative has previously informed the Company of his status and
        address by written notice under this Section 7.5. Any notice shall have been
        deemed duly given if enclosed in a properly sealed envelope or wrapper addressed
        as aforesaid at the time it is deposited (with postage prepaid) in a post
        office
        or branch post office regularly maintained by the United States Postal
        Service.

       

      
        
           

        

        
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      19.6  TITLES

       

      Titles
        are provided herein for convenience only and are not to serve as a basis
        for
        interpretation or construction of the Plan.

       

      ______________

       

      I
        hereby
        certify that the foregoing Plan was duly adopted by the Board of Directors
        of
        Tegal Corporation as of July 15, 2005.

       

      
        	 	 	 
	 	         
                	/s/ THOMAS
                R.
                MIKA
	 	
                
Thomas
                R. Mika 
	 	
                Secretary
                  

              


      

    

     

     

    
      
         

      

      
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