EXHIBIT 99.3
STOCK OPTION AGREEMENT
This Stock Option Agreement ("Option Agreement") is entered into as of
January 12, 2000, by and between Etec Systems, Inc., a Nevada corporation (the
"Company"), and Applied Materials, Inc., a Delaware corporation (the "Grantee").
Recitals
A. The Grantee, Boston Acquisition Sub, Inc., a Nevada corporation and a
wholly owned subsidiary of the Grantee ("Merger Sub"), and the Company are
entering into an Agreement and Plan of Reorganization of even date herewith (as
amended from time to time, the "Reorganization Agreement"), which provides
(subject to the conditions set forth therein) for the merger of Merger Sub into
the Company (the "Merger").
B. In order to induce the Grantee to enter into the Reorganization
Agreement, the Company has agreed to enter into this Option Agreement.
Agreement
The parties to this Option Agreement, intending to be legally bound, agree
as follows:
1. Certain Definitions. Capitalized terms used but not defined in this
Option Agreement shall have the meanings ascribed to such terms in the
Reorganization Agreement.
2. Grant of Option. The Company hereby grants to the Grantee an
irrevocable option (the "Option") to purchase, out of the authorized but
unissued Company Common Stock, a number of shares of Company Common Stock equal
to up to 19.9% of the number of shares of Company Common Stock outstanding as of
the date hereof (the shares of Company Common Stock purchasable pursuant to the
Option, as adjusted as set forth herein, the "Option Shares"), at a price per
Option Share equal to the Exercise Price. For purposes of this Option
Agreement, the applicable "Exercise Price" shall be equal to $82.46.
3. Term. The Option shall terminate on the earliest of the following
dates (the "Termination Date"): (a) the date on which the Merger becomes
effective; (b) the date on which the Reorganization Agreement is validly
terminated pursuant to Section 8.1 thereof, if an Exercise Event (as defined in
Section 4(b)) shall not have occurred on or prior to such date; or (c) the
180/th/ day after the date on which the Grantee receives written notice from the
Company of the occurrence of an Exercise Event; provided, however, that if an
Exercise Event occurs, and if, by reason of any applicable Legal Requirement,
order, judgment, decree or other legal impediment, the Option cannot be
exercised on the 180/th/ day after the date on which the Grantee receives the
written notice referred to in clause "(c)" of this sentence, then the
Termination Date shall be extended until the date 10 business days after the
date on which such impediment is removed. The rights of the Grantee and the
obligations of the Company set forth in Sections 7
and 8 shall not terminate on the Termination Date, but shall survive the
Termination Date as provided in those Sections.
4. Exercise of Option.
(a) The Grantee may exercise the Option, in whole or in part, at any
time and from time to time on or before the Termination Date following the
occurrence of an Exercise Event. If the Grantee exercises the Option with
respect to any Option Shares prior to the Termination Date, then,
notwithstanding anything to the contrary contained in this Option Agreement, the
Grantee shall be entitled to purchase such Option Shares in accordance with the
terms of this Option Agreement after the Termination Date.
(b) For purposes of this Option Agreement, an "Exercise Event" shall
be deemed to have occurred:
(i) immediately prior to the Company being required to pay a
termination fee to the Grantee pursuant to Section 8.3 (c) of the
Reorganization Agreement; or
(ii) if the Grantee shall have terminated the Reorganization
Agreement pursuant to Section 8.1(e) thereof or the Grantee shall have
delivered to the Company a written notice containing the Grantee's
irrevocable determination to terminate the Reorganization Agreement if a
final vote of the Company's stockholders on a proposal to adopt the
Reorganization Agreement is taken and the Company's stockholders do not
adopt the Reorganization Agreement by the Required Company Stockholder
Vote.
(c) To exercise the Option with respect to any Option Shares, the
Grantee shall deliver to the Company a written notice (an "Exercise Notice")
specifying: (i) the number of Option Shares the Grantee will purchase; (ii) the
place at which such Option Shares are to be purchased; and (iii) the date on
which such Option Shares are to be purchased, which shall not be sooner than two
business days nor later than twenty business days after the date of delivery of
such Exercise Notice to the Company. (The date of delivery of such Exercise
Notice to the Company is referred to as the applicable "Notice Date," and the
Option shall be deemed to have been validly exercised on such Notice Date with
respect to the Option Shares referred to in such Exercise Notice.) The closing
of the purchase of such Option Shares (the applicable "Closing") shall take
place at the place specified in the Exercise Notice and on the date specified in
the Exercise Notice (the applicable "Closing Date"); provided, however, that:
(A) if such purchase cannot be consummated on such Closing Date by reason of any
applicable Legal Requirement, order, judgment, decree or other legal impediment,
then the Grantee may extend the Closing Date to a date not more than 10 business
days after the date on which such impediment is removed; and (B) if prior
notification to or approval of any Governmental Body is required, or if any
waiting period must expire or be terminated, in connection with such purchase,
then (1) the Company shall promptly cause to be filed the required notice or
application for approval and shall expeditiously process such notice or
application, (2) the Company shall cooperate with the Grantee in the filing of
any such notice or application required to be filed by the Grantee and in the
obtaining of any such approval required to be obtained by the Grantee, and (3)
the Grantee may extend the Closing Date to a date not more than 10 business days
after the latest date on
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which any required notification has been made, any required approval has been
obtained or any required waiting period has expired or been terminated.
5. Payment and Delivery of Certificate.
(a) On each Closing Date, the Grantee shall pay to the Company in
immediately available funds an amount equal to the applicable Exercise Price
multiplied by the number of Option Shares to be purchased by the Grantee from
the Company on such Closing Date.
(b) At each Closing, simultaneously with the delivery of immediately
available funds as provided in Section 5(a), the Company shall deliver to the
Grantee a certificate representing the Option Shares being purchased at such
Closing. The Company represents, warrants and covenants that such Option Shares
will be duly authorized, validly issued, fully paid, nonassessable and free and
clear of all Encumbrances, except as may be specifically provided in this Option
Agreement.
(c) The certificate representing the Option Shares delivered at each
Closing shall be endorsed with a restrictive legend that shall read
substantially as follows:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
UNLESS REGISTERED UNDER SAID ACT OR UNLESS AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SAID ACT IS AVAILABLE.
If at any time the Grantee delivers to the Company evidence (in the form of a
copy of a letter from the staff of the SEC or an opinion of counsel reasonably
satisfactory to the Company, or in some other form) that the legend referred to
above is not required for purposes of the Securities Act, then the Company shall
promptly replace such certificate with a certificate that does not include such
legend.
6. Adjustment Upon Changes in Capitalization, Etc.
(a) If the outstanding shares of Company Common Stock are changed into
a different number or class of shares by reason of any stock split, division or
subdivision of shares, stock dividend, reverse stock split, reclassification,
recapitalization or other similar transaction, then the type and number of
shares or securities subject to the Option, the applicable Exercise Price, the
Designated Price (as defined in Section 7(c)) and the other numbers and dollar
amounts referred to in this Option Agreement shall be adjusted appropriately,
and the Company shall ensure that proper provision is made in the agreements and
other documents governing such transaction so that the Grantee shall receive
upon exercise of the Option the same class and number of outstanding shares or
other securities or property that the Grantee would have received in respect of
the Company Common Stock if the Option had been exercised immediately prior to
such transaction or the record date for determining stockholders entitled to
participate in such transaction, as applicable. If any additional shares of
Company Common
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Stock are issued after the date of this Option Agreement (other than pursuant to
a transaction described in the first sentence of this Section 6(a)), then the
number of shares of Company Common Stock then remaining subject to the Option
shall be increased to the number by which (i) 19.9% of the number of shares of
Company Common Stock outstanding after the issuance of such additional shares
exceeds (ii) the number of shares (adjusted in accordance with the first
sentence of this Section 6(a)) previously issued to the Grantee upon exercise of
the Option.
(b) If the Company shall enter into an agreement (i) to consolidate,
exchange shares or merge with any Person, other than the Grantee or one of the
Grantee's subsidiaries, and, in the case of a merger, shall not be the
continuing or surviving corporation, (ii) to permit any Person, other than the
Grantee or one of the Grantee's subsidiaries, to merge into the Company and the
Company shall be the continuing or surviving corporation, but, in connection
with such merger, the then outstanding shares of Company Common Stock shall be
changed into or exchanged for stock or other securities of the Company or any
other Person or cash or any other property, or the shares of Company Common
Stock outstanding immediately before such merger shall after such merger
represent less than 50% of the common shares and common share equivalents of the
Company outstanding immediately after the merger, or (iii) to sell, lease or
otherwise transfer all or substantially all of its assets to any Person, other
than the Grantee or one of the Grantee's subsidiaries, then, and in each such
case, the Company shall ensure that proper provision is made in the agreements
and other documents governing such transaction so that the Option shall, upon
the consummation of such transaction, become exercisable for the stock,
securities, cash or other property that would have been received by the Grantee
if the Grantee had exercised the Option immediately prior to such transaction or
the record date for determining the stockholders entitled to participate in such
transaction, as appropriate.
(c) The provisions of Sections 7 and 8 shall apply (with appropriate
adjustments) to any securities for which the Option becomes exercisable pursuant
to this Section 6.
7. Repurchase at the Election of the Grantee.
(a) If, at any time during the period commencing upon the occurrence
of the first Exercise Event and ending on the 180/th/ day after such occurrence,
the Grantee delivers to the Company a notice stating that the Grantee is
exercising its rights under this Section 7, then the Company shall repurchase
from the Grantee (i) that portion of the Option that then remains unexercised,
(ii) all of the shares of Company Common Stock beneficially owned by the Grantee
that were previously purchased by the Grantee upon exercise of the Option, and
(iii) the Grantee's right to receive all Option Shares with respect to which the
Option was previously exercised but which have not yet been issued and delivered
to the Grantee. (The date on which the Grantee delivers such notice to the
Company is referred to as the "Request Date.") Such repurchase shall be at an
aggregate price (the "Repurchase Consideration") equal to the sum of:
(i) the aggregate number of Option Shares with respect to which
the Option has been exercised on or prior to the Request Date and which are
beneficially owned by the Grantee, multiplied by the Designated Price;
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(ii) the aggregate number of Option Shares with respect to which
the Option has previously been exercised but which have not yet been issued
and delivered to the Grantee, multiplied by the Designated Price (it being
understood that nothing in this Section 7 (a) (ii) or elsewhere in this
Option Agreement shall limit the Grantee's obligation to pay to the Company
the applicable Exercise Price for such Option Shares pursuant to Sections 4
and 5); and
(iii) the number of Option Shares with respect to which the
Option has not been exercised on or prior to the Request Date multiplied by
the amount (if any) by which the Designated Price, exceeds the applicable
Exercise Price.
(b) If the Grantee exercises its rights under this Section 7, then the
Company shall, within two business days after the Request Date, pay the
Repurchase Consideration to the Grantee in immediately available funds, and the
Grantee shall thereupon surrender to the Company the certificate or certificates
evidencing the shares of Company Common Stock repurchased by the Company
pursuant to this Section 7.
(c) For purposes of this Option Agreement, the "Designated Price"
means the highest of (i) the highest purchase price per share paid after the
date of this Option Agreement and on or prior to the Request Date pursuant to
any tender or exchange offer made for shares of Company Common Stock, (ii) the
highest price per share paid or to be paid by any Person for shares of Company
Common Stock pursuant to any agreement contemplating a merger or other business
combination transaction involving the Company that was entered into after the
date of this Option Agreement and on or prior to the Request Date, (iii) the
average of the highest bid prices per share of Company Common Stock as quoted on
The Nasdaq National Market (or if Company Common Stock is not quoted on The
Nasdaq National Market, the highest bid price per share of Company Common Stock
as quoted on any other market comprising a part of The Nasdaq Stock Market or,
if the shares of Company Common Stock are not quoted thereon, on the principal
trading market (as defined in Regulation M under the Exchange Act) on which such
shares are traded as reported by a recognized source) during the 10-day period
ending on the Request Date, or (iv) the highest Exercise Price paid or payable
for any Option Shares. If any portion of the consideration paid or to be paid
pursuant to clause (i) or (ii) of the preceding sentence is in a form other than
cash, then the value of the non-cash portion of such consideration shall be
determined in good faith by an independent nationally recognized investment
banking firm selected by the Grantee and reasonably acceptable to the Company.
8. Registration Rights.
(a) The Company shall, if requested by the Grantee at any time and
from time to time within two years after the first exercise of the Option (the
"Registration Period"), as expeditiously as practicable, prepare, file and cause
to be declared effective up to two registration statements under the Securities
Act (including, at the sole discretion of the Company, a "shelf" registration
statement under Rule 415 under the Securities Act or any successor provision),
if registration under the Securities Act is (in the Grantee's good faith
judgment) necessary or desirable in order to permit the offering, sale and
delivery, in accordance with the intended method of sale or other disposition
stated by the Grantee, of any or all shares of Company Common Stock or other
securities that have been acquired or are issuable upon
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exercise of the Option. Without the Grantee's prior written consent, no other
securities may be included in any such registration statement. The Company shall
use all reasonable efforts to cause each such registration statement to become
effective, to obtain all consents or waivers of other parties that are required
therefor and to keep such registration statement effective for such period as
may be as reasonably necessary to effect such sale or other disposition. In
addition, the Company shall use all reasonable efforts to register such shares
or other securities under any applicable state securities laws. The obligations
of the Company hereunder to file a registration statement and to maintain its
effectiveness may be suspended for one or more periods of time not exceeding 45
days in the aggregate if the Board of Directors of the Company shall have
determined in good faith that the filing of such registration statement or the
maintenance of its effectiveness would require disclosure of material nonpublic
information and that the disclosure thereof would materially and adversely
affect the Company. For purposes of determining whether two requests have been
made under this Section 8, only requests relating to a registration statement
that has become effective under the Securities Act shall be counted.
(b) The expenses associated with the preparation and filing of any
such registration statement pursuant to this Section 8 and any sale covered
thereby (including any fees related to blue sky qualifications and filing fees
in respect of the National Association of Securities Dealers, Inc.)
("Registration Expenses") shall be for the account of the Company (except for
underwriting discounts or commissions or brokers' fees in respect to shares to
be sold by the Grantee and the fees and disbursement of the Grantee's counsel).
(c) The Grantee shall provide all information reasonably requested by
the Company for inclusion in any registration statement to be filed hereunder.
If during the Registration Period the Company shall propose to register under
the Securities Act the offering, sale and delivery of Company Common Stock for
cash pursuant to a firm commitment underwriting, it shall, in addition to the
Company's other obligations under this Section 8, allow the Grantee the right to
participate in such registration provided that the Grantee participates in the
underwriting; provided, however, that, if the managing underwriter of such
offering advises the Company in writing that in its opinion the number of shares
of Company Common Stock requested to be included in such registration exceeds
the number that can be sold in such offering, the Company shall, after fully
including therein all securities to be sold by the Company, include the shares
requested to be included therein by Grantee pro rata (based on the number of
shares intended to be included therein) with the shares intended to be included
therein by Persons other than the Company. In connection with any offering, sale
and delivery of Company Common Stock pursuant to a registration effected
pursuant to this Section 8, the Company and the Grantee shall provide each other
and each underwriter of the offering with customary representations, warranties
and covenants, including covenants of indemnification and contribution.
9. Profit Limitation.
(a) Notwithstanding any other provision in this Agreement, in no event
shall the Grantee's Total Profit (as defined below) exceed $54,000,000.00 (the
"Maximum Profit") and, if the Grantee's Total Profit otherwise would exceed the
Maximum Profit, the Grantee, at its sole discretion shall either (i) reduce the
number of Option Shares subject to the Option, (ii) deliver to the Company for
cancellation Option Shares (or other securities into which such
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Option Shares are converted or exchanged) previously purchased by the Grantee,
(iii) pay cash to the Company, or (iv) any combination of the foregoing, so that
the Grantee's actually realized Total Profit shall not exceed the Maximum Profit
after taking into account the foregoing actions.
(b) For purposes of this Agreement, "Total Profit" shall mean: (i) the
aggregate amount (before taxes) of (A) any excess of (x) the net cash amounts or
fair market value of any property received by the Grantee pursuant to a sale of
Option Shares (or securities into which such shares are converted or exchanged)
over (y) the Grantee's aggregate purchase price for such Option Shares (or other
securities), plus (B) any amounts received by the Grantee on the repurchase of
the Option by the Company pursuant to Section 7, plus (C) any termination fee
paid by the Company and received by the Grantee pursuant to the Reorganization
Agreement, minus (ii) the amounts of any cash previously paid by the Grantee to
the Company pursuant to this Section 9 plus the value of the Option Shares (or
other securities) previously delivered by the Grantee to the Company for
cancellation pursuant to this Section 9.
(c) For purposes of Section 9(a) and clause (ii) of Section 9(b), the
value of any Option Shares delivered by the Grantee to the Company shall be the
Designated Price of such Option Shares.
10. Listing. If, at the time of the occurrence of an Exercise Event, the
Company Common Stock (or any other class of securities subject to the Option) is
then listed on The Nasdaq National Market or on any other market or exchange,
then the Company, upon the occurrence of such Exercise Event, shall promptly
file an application to list on The Nasdaq National Market and on such other
market or exchange the shares of the Company Common Stock (or other securities
then subject to the Option), and shall use its best efforts to cause such
application to be approved as promptly as practicable.
11. Replacement of Agreement. Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Option Agreement, and (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification, and upon surrender and cancellation of
this Option Agreement, if mutilated, the Company will execute and deliver a new
Option Agreement of like tenor and date.
12. Investment Representations. The Option and any Option Shares which
the Grantee may hereafter acquire are being acquired by the Grantee for its own
account, for investment and not with a view to the distribution or resale
thereof, except in compliance with the Securities Act of 1933, as amended, and
applicable state securities and blue sky laws. The Grantee has sufficient
knowledge and experience in investing in securities similar to the Option and to
the Option Shares so as to be able to evaluate the risks and merits of any
investment in the Option and in the Option Shares and is able financially to
bear the risks thereof, including a complete loss of its investment.
13. Miscellaneous.
(a) Waiver. No failure on the part of any party to exercise any
power, right, privilege or remedy under this Option Agreement, and no delay on
the part of any party in exercising any power, right, privilege or remedy under
this Option Agreement, shall operate as a
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waiver of such power, right, privilege or remedy; and no single or partial
exercise of any such power, right, privilege or remedy shall preclude any other
or further exercise thereof or of any other power, right, privilege or remedy.
No party shall be deemed to have waived any claim arising out of this Option
Agreement, or any power, right, privilege or remedy under this Option Agreement,
unless the waiver of such claim, power, right, privilege or remedy is expressly
set forth in a written instrument duly executed and delivered on behalf of such
party; and any such waiver shall not be applicable or have any effect except in
the specific instance in which it is given.
(b) Notices. Any notice or other communication required or permitted
to be delivered to any party under this Option Agreement shall be in writing and
shall be deemed properly delivered, given and received (a) when delivered by
hand, or (b) two business days after sent by registered mail or, by courier or
express delivery service or by facsimile to the address or facsimile telephone
number set forth beneath the name of such party below (or to such other address
or facsimile telephone number as such party shall have specified in a written
notice given to the other parties hereto):
if to the Company, to it at:
Etec Systems, Inc.
00000 Xxxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: W. Xxxxxxx Xxxxxx, General Counsel
Facsimile: (000) 000-0000
if to the Grantee, to it at:
Applied Materials, Inc.
0000 Xxxxxx
Xxxxx Xxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx
Mail Stop: 2061
Facsimile: (000) 000-0000
and
Attention: Xxxxxxxxx Xxxxx
Mail Stop: 1954
Facsimile: (000) 000-0000
(c) Entire Agreement; Counterparts. This Option Agreement and the
agreements referred to herein constitute the entire agreement and supersede all
prior agreements and understandings, both written and oral, between the parties
with respect to the subject matter hereof and thereof. This Option Agreement
may be executed in several counterparts, each of which shall be deemed an
original and all of which shall constitute one and the same instrument
(d) Binding Effect; Benefit; Assignment. This Option Agreement shall
be binding upon, and shall be enforceable by and inure solely to the benefit of,
the parties hereto and their respective successors and assigns; provided,
however, that neither this Option
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Agreement nor any of the Company's rights, interest or obligations hereunder may
be assigned by the Company without the prior written consent of the Grantee, and
any attempted assignment of this Option Agreement or any of such rights,
interest or obligations by the Company without such consent shall be void and of
no effect. Nothing in this Option Agreement, express or implied, is intended to
or shall confer upon any Person (other than the parties hereto and the Grantee's
successors and assigns) any right, benefit or remedy of any nature whatsoever
under or by reason of this Option Agreement.
(e) Amendment and Modification. This Option Agreement may be amended
with the approval of the respective boards of directors of the Company and the
Grantee at any time. This Option Agreement may not be amended except by an
instrument in writing signed on behalf of each of the parties hereto.
(f) Further Actions. The Company agrees to cooperate fully with the
Grantee and to execute and deliver such further documents, certificates,
agreements and instruments and to take such other actions as may be reasonably
requested by the Grantee to evidence or reflect the transactions contemplated by
this Option Agreement and to carry out the intent and purposes of this Option
Agreement.
(g) Headings. The bold-faced headings contained in this Option
Agreement are for convenience of reference only, shall not be deemed to be a
part of this Option Agreement and shall not be referred to in connection with
the construction or interpretation of this Option Agreement.
(h) Applicable Law; Jurisdiction. This Option Agreement shall be
governed by, and construed in accordance with, the laws of the State of Nevada,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws thereof. In any action between any of the parties arising
out of or relating to this Option Agreement or any of the transactions
contemplated by this Option Agreement: (a) each of the parties irrevocably and
unconditionally consents and submits to the jurisdiction and venue of the state
and federal courts located in the States of California and Nevada; (b) each of
the parties irrevocably waives the right to trial by jury; and (c) each of the
parties irrevocably consents to service of process by first class certified
mail, return receipt requested, postage prepaid, to the address at which such
party is to receive notice in accordance with Section 12(b).
(i) Severability. If any term, provision, covenant or restriction
contained in this Option Agreement is held by a court of competent jurisdiction
or other authority to be invalid, void, unenforceable or against its regulatory
policy, the remainder of the terms, provisions, covenants and restrictions
contained in this Option Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.
(j) Specific Performance. The Company agrees that (i) in the event of
any breach or threatened breach by the Company of any covenant, obligation or
other provision set forth in this Option Agreement, the Grantee shall be
entitled (in addition to any other remedy that may be available to it), to (A) a
decree or order of specific performance or mandamus to enforce the observance
and performance of such covenant, obligation or other provision, and (B) an
injunction restraining such breach or threatened breach, and (ii) neither the
Grantee nor
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any other Person shall be required to provide any bond or other security in
connection with any such decree, order or injunction or in connection with any
related action or proceeding.
(k) Attorneys' Fees. In any action at law or suit in equity to enforce
this Option Agreement or the rights of any of the parties hereunder, the
prevailing party in such action or suit shall be entitled to receive a
reasonable sum for its attorneys' fees and all other reasonable costs and
expenses incurred in such action or suit.
(l) Non-Exclusivity. The rights and remedies of the Grantee under
this Option Agreement are not exclusive of or limited by any other rights or
remedies which it may have, whether at law, in equity, by contract or otherwise,
all of which shall be cumulative (and not alternative). Without limiting the
generality of the foregoing, the rights and remedies of the Grantee under this
Option Agreement, and the obligations and liabilities of the Company under this
Option Agreement, are in addition to their respective rights, remedies,
obligations and liabilities under all applicable Legal Requirements and under
the Reorganization Agreement. The covenants and obligations of the Company set
forth in this Option Agreement shall be construed as independent of any other
agreement or arrangement between the Company, on the one hand, and the Grantee,
on the other. The existence of any claim or cause of action by the Company
against the Grantee shall not constitute a defense to the enforcement of any of
such covenants or obligations against the Company.
(Remainder of page intentionally left blank.)
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In Witness Whereof, the Company and the Grantee have caused this Option
Agreement to be executed as of the date first written above.
Applied Materials, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President,
Office of the President,
Chief Financial Officer, and
Chief Administrative Officer
Etec Systems, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chairman, President and CEO
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