AMENDMENT TO AND RESTATEMENT OF
SALARY REDUCTION AGREEMENT
WHEREAS, XXXXXXX X. XXXXXX and, pursuant to a resolution of its Board
of Directors at its meeting of February 20, 1985, NANOMETRICS INCORPORATED, a
California corporation, entered into a Salary Reduction Agreement (the "Salary
Reduction Agreement") dated May 1, 1985; and
WHEREAS, XXXXXXX X. XXXXXX and, pursuant to a resolution of its Board
of Directors at its meeting of August 21, 1996, NANOMETRICS INCORPORATED, a
California corporation, decided to amend and restate such Salary Reduction
Agreement, a copy of which Amendment to and Restatement of Salary Reduction
Agreement is attached hereto is exhibit 1; and
WHEREAS, the parties wish to amend such Salary Reduction Agreement to
reflect subsequent salary adjustments and to clarify that Xx. xxxxxx' salary
shall continue for five (5) years from the date upon which he is forced to
resign from his position as, or is otherwise removed from his position as,
Chairman of the Board of Nanometrics INCORPORATED and at the rate which he is
receiving on such relinquishment date, and that all benefits for which Xx.
Xxxxxx remains eligible, and the conversion of such benefits, including health
and life insurance benefits, shall be continued at Company expense during such
five (5) year period at Xx. Xxxxxx' request.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS: As approved and adopted by
resolution of the board of directors at its meeting held on June 18, 1998, the
Salary Reduction Agreement between Xx. Xxxxxx and NANOMETRICS INCORPORATED dated
August 21, 1996, is hereby amended, and the provisions of said Salary Reduction
Agreement are hereby restated, in their entirety, effective April 16, 1998 to
read as follows:
"SALARY REDUCTION AGREEMENT
This Agreement is entered into this 18th day of June, 1998 by and
between Xxxxxxx X. Xxxxxx ("Xx. Xxxxxx"), a California resident and Nanometrics
Incorporated, a California corporation (the "Company").
RECITALS
WHEREAS, Xx. Xxxxxx is currently employed as Chairman of the Board of
the company, a position which he has held since the inception of the Company in
1975, and
WHEREAS, Xx. Xxxxxx' annual based salary was Three Hundred Thousand
Dollars ($300,000) per year when he entered into a Salary reduction Agreement,
dated May 1, 1985, and
WHEREAS, Xx. Xxxxxx and the Company and its Board of Directors have
agreed that, in light of the fact that the company has acquired competent staff
to perform duties previously performed by Xx. Xxxxxx, and Xx. Xxxxxx is better
able now to delegate his duties to his staff, the Company's reliance upon Xx.
Xxxxxx has decreased, and that it would be appropriate to reduce his annual base
salary to reflect the decrease in his responsibilities;
NOW, THEREFORE, the parties hereby agree as follows:
1. Effective as of March 1, 1985, Xx. Xxxxxx' salary was reduced from
an annual base rate of $300,000 to an annual base rate of $200,000, and his
salary has since varied as follows:
3/1/85 X. X. Xxxxxx took a cut in pay - $200,000/year
10/85 X. X. Xxxxxx took a cut in pay - $100,000/year
2/13/89 Merit increase $111,250/year
2/19/90 Merit increase $121,225/year
1/1/92 Merit increase $133,348/year
3/21/94 Merit increase $146,684/year
5/22/96 Compensation Committee/Board of Directors' decision to
maintain Xx. Xxxxxx' salary at same level.
5/15/97 compensation Committee/Board of Directors' decision to
increase Xx. Xxxxxx' salary to $200,000/year
2. All additional benefits which Xx. Xxxxxx previously enjoyed as an
officer and employee of the Company have continued and shall continue, based
upon the new annual base salary.
3. The parties hereby expressly agree that this Agreement is intended
solely to set out the parties' understanding with respect to compensation and is
not intended to constitute a contract of employment for any period of time. Xx.
Xxxxxx understands that he is, and following the execution of this Agreement,
remains, an at-will employee of the Company.
4. Effective April 16, 1998, in the event that Xx. Xxxxxx is forced
because of a merger, acquisition or for any reason to resign or is otherwise
removed from or loses his position as Chairman of the Board of NANOMETRICS
INCORPORATED, as such position has been defined in terms of responsibilities and
compensation as of this date, his salary will continue on normal paydays with
regular withholding for five (5)
years from that date at the base salary rate which he received at the time of
such relinquishment. In addition, during such five (5) year period, any Company
benefits for which Xx. Xxxxxx remains eligible, shall be continued at Company
expense, including life and health insurance coverage (medical, dental and
prescription) and including any conversion of such coverage, e.g., conversion of
health insurance coverage to COBRA and the conversion of COBRA to individual
coverage, upon Xx. Xxxxxx' request. The Company shall pay any portion of such
benefit (s) which Xx. Xxxxxx would ordinarily be required to pay during such
five (5) year period.
5. Should Xx. Xxxxxx relinquish his position as Chairman of the Board
and as an employee but not as a member of the Board of Directors, he shall be
eligible to collect fees as an outside director as long as he remains a
Director. He shall be eligible for travel and other normal incidental expenses
incurred in connection with attendance at Board and Committee meetings.
6. This Agreement shall be governed by and construed in accordance with
the laws of the State of California."
IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT TO
AND RESTATEMENT OF SALARY REDUCTION AGREEMENT effective as of the 16th day of
April 1998.
/s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
NAOMETRICS INCORPORATED,
by its Board of Directors:
/s/ Xxxxxxxxx Xxxxxxx /s/ Xxxxxx X. Xxxxxx
---------------------- ---------------------
Xxxxxxxxx Xxxxxxx Xxxxxx X. Xxxxxx
/s/ Kanegi Nagai /s/ Xxxxxxxx Xxxxxxx
---------------------- ---------------------
Kanegi Nagai Xxxxxxxx Xxxxxxx
/s/ Xxxx X. Xxxxxx
----------------------
Xxxx X. Xxxxxx
1 Attachment: Exhibit 1
EXHIBIT 1
AMENDMENT TO AND RESTATEMENT OF
SALARY REDUCTION AGREEMENT
WHEREAS, XXXXXXX X. XXXXXX and, pursuant to a resolution of its Board
of Directors at its meeting of February 20, 1985, NANOMETRICS INCORPORATED, a
California corporation, entered into a Salary Reduction Agreement (the "Salary
Reduction Agreement") dated May 1, 1985, a copy of which is attached hereto as
Exhibit A; and
WHEREAS, the parties wish to amend such Salary Reduction Agreement to
reflect subsequent salary adjustments and to clarify that Xx. Xxxxxx' salary
shall continue for five (5) years from the date upon which he relinquishes his
position as CEO of Nanometrics Incorporated and at the rate which he is
receiving on such relinquishment date, and that all benefits for which Xx.
Xxxxxx remains eligible, and the conversion of such benefits, including health
and life insurance benefits, shall be continued at Company expense during such
five (5) year period at Xx. Xxxxxx' request.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS: As approved and adopted by
resolution of the Board of Directors at its meeting held on August 21, 1996, the
Salary Reduction Agreement between Xx. Xxxxxx and Nanometrics Incorporated dated
May 1, 1985, is hereby amended, and the provisions of said Salary Reduction
Agreement are hereby restated, in their entirety, to read as follows:
1
EXHIBIT 1
EXHIBIT 1
"SALARY REDUCTION AGREEMENT
This Agreement is entered into this 21st day of August, 1996 by and
between Xxxxxxx X. Xxxxxx ("Xx. Xxxxxx"), a California resident and Nanometrics
Incorporated, a California corporation (the "Company").
RECITALS
WHEREAS, Xx. Xxxxxx is currently Chairman of the Board and Chief
Executive Officer ("CEO") of the Company, a position which he has held since the
inception of the Company in 1975, and
WHEREAS, Xx. Xxxxxx' annual base salary was Three Hundred Thousand
Dollars ($300,000) per year when he entered into a Salary Reduction Agreement,
dated May 1, 1985, and
WHEREAS, Xx. Xxxxxx and the Company and its Board of Directors have
agreed that, in light of the fact that the Company has acquired competent
vice-presidents and other staff to perform duties previously performed by Xx.
Xxxxxx, and Xx. Xxxxxx is better able now to delegate his duties to his staff,
the Company's reliance upon Xx. Xxxxxx has decreased, and that it would be
appropriate to reduce his annual base salary to reflect the decrease in his
responsibilities;
NOW, THEREFORE, the parties hereby agree as follows:
1. Effective as of March 1, 1985, Xx. Xxxxxx' salary was reduced from
an annual base rate of $300,000 to an annual base rate of $200,000, and his
salary has since varied as follows:
3/1/85 X. X. Xxxxxx took a cut in pay - $200,000/year
10/85 X. X. Xxxxxx took a cut in pay - $100,000/year
2
EXHIBIT 1
EXHIBIT 1
2/13/89 Merit increase - $111,250/year
2/19/90 Merit increase - $121,225/year
1/1/92 Merit increase - $133,349/year
3/21/94 Merit increase - $146,684/year
5/22/96 Compensation Committee/Board of Directors' decision to
maintain Xx. Xxxxxx' salary at same level.
2. All additional benefits which Xx. Xxxxxx previously enjoyed as an
officer and employee of the Company have continued and shall continue, based
upon the new annual base salary.
3. The parties hereby expressly agree that this Agreement is intended
solely to set out the parties' understanding with respect to compensation and is
not intended to constitute a contract of employment for any period of time. Xx.
Xxxxxx understands that he is, and following the execution of this Agreement,
remains, an at-will employee of the Company.
4. In the event that Xx. Xxxxxx is required for any reason to
relinquish his position as CEO of Nanometrics, his salary will continue on
normal paydays with regular withholding for five (5) years from that date at the
base salary rate which he received at the time of such relinquishment regardless
of whether or not he remains as Chairman of the Board. In addition, during such
five (5) year period, any Company benefits for which Xx. Xxxxxx remains
eligible, shall be continued at Company expense, including life and health
insurance coverage (medical, dental and prescription) and including any
conversion of such coverage, e.g., conversion of health insurance coverage to
COBRA and the
3
EXHIBIT 1
EXHIBIT 1
conversion of COBRA to individual coverage, upon Xx. Xxxxxx' request. The
Company shall pay any portion of such benefit(s) which Xx. Xxxxxx would
ordinarily be required to pay during such five (5) year period.
5. Should Xx. Xxxxxx relinquish his position as CEO but not as Chairman
of the Board, he shall not collect fees as an outside director as long as his
salary as CEO is continued. However, he shall be eligible for travel and other
normal incidental expenses incurred in connection with attendance at Board and
Committee meetings.
6. This Agreement shall be governed by and construed in accordance with
the laws of the State of California."
IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT TO
AND RESTATEMENT OF SALARY AGREEMENT effective as of the 21st day of August 1996.
/s/ Xxxxxxx X. Xxxxx
---------------------
Xxxxxxx X. Xxxxxx
NANOMETRIC INCORPORATED,
by its Board of Directors:
/s/ Xxxxxxxxx Xxxxxxx /s/ Xxxxxx X. Xxxxxx
---------------------- ---------------------
Xxxxxxxxx Xxxxxxx Xxxxxx X. Xxxxxx
/s/ Kanegi Nagai /s/ Xxxxxxxx Xxxxxxx
---------------------- ---------------------
Kanegi Nagai Xxxxxxxx Xxxxxxx
/s/ Xxxx X. Xxxxxx
---------------------
Xxxx X. Xxxxxx
1 Attachment: Exhibit A
4
EXHIBIT 1
EXHIBIT 1
SALARY REDUCTI0N AGREEMENT
This Agreement is entered into this 1st day of May, 1985 by and between
Xxxxxxx X. Xxxxxx, a California resident and Nanometrics Incorporated, a
California corporation (the "Company").
WHEREAS, Xx. Xxxxxx is currently the President and Chairman of the
Board of the Company, a position which he has held since the inception of the
Company in 1975 and
WHEREAS, his current annual base salary is $300,000 per year, and
WHEREAS, Xx. Xxxxxx and the Company and its Board of Directors have
agreed that, in light of the fact that the Company has acquired competent
vice-presidents and other staff to perform duties previously performed by Xx.
Xxxxxx, and Xx. Xxxxxx Is better able now to delegate his duties to his staff,
the Company's reliance upon Xx. Xxxxxx has decreased, and that it would be
appropriate to reduce his annual base salary to reflect the decrease in his
responsibilities;
NOW, THEREFORE, the parties hereby agree as follows:
1. Effective as of March 1, 1985, Xx. Xxxxxx will be compensated at the
base annual rate of $200,000.00. All additional benefits which Xx. Xxxxxx
previously enjoyed as an officer and employee of the Company shall continue,
based upon the new annual base salary.
2. The parties hereby expressly agree that this Agreement is intended
solely to set out the parties' understanding with respect to compensation and is
not intended to constitute a contract of employment for any period of time. Xx.
Xxxxxx understands that he is, and following the execution of this Agreement,
remains, an at-will employee of the Company.
3. In the event that Xx. Xxxxxx is required for any reason to
relinquish his position as President, Chairman, CEO of Nanometrics his salary
will continue for 5 years from that date.
EXHIBIT A
EXHIBIT 1
EXHIBIT 1
4. This agreement shall be governed by and construed in accordance with
the laws of the State of California.
Executed as of the date of first above written.
NANOMETRICS INCORPORATED
a California corporation
By: /s/ Xxxx Xxxx
-----------------------------
Xxxx Xxxx
Title: VP Finance
--------------------------
/s/ Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx
EXHIBIT 1
