EXHIBIT 99.3
TRIKON TECHNOLOGIES, INC.
STOCK OPTION
Optionee: [NAME]
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No. of Shares: XXXX
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Option Price: $1.4375
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Commencement Date: February 6, 1998
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Execution of this Option on behalf of Trikon Technologies, Inc.:
Trikon Technologies, Inc.
By _______________________
THIS NON-QUALIFIED STOCK OPTION ("Option") is granted as of February
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6, 1998, by Trikon Technologies, Inc., a California corporation (the "Company"),
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to the Optionee indicated at the top of this page (the "Optionee"). Under the
1991 Stock Option Plan (the "Plan"), the Board of Directors has authorized the
grant to the Optionee of an option to purchase shares of the Common Stock of the
Company under the terms and conditions of this Option. This Option consists of
nine numbered paragraphs, and has been executed by the Company at the top of
this page.
1. Type of Option for Purposes of Tax Consequences. This Option
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is intended to be treated as a nonqualified stock option which does not qualify
under Section 422 of the Internal Revenue Code.
2. Option; Number of Shares; Price.
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The Company grants to the Optionee the right ("Option") to
purchase all or any portion of the number of shares of the Common Stock of the
Company indicated at the top of this page ("Stock") at the purchase price per
share indicated at the top of this page (the "Option Price"). This Option is
subject to
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the terms and conditions stated herein and in the Plan, including but not
limited to the provisions of the Plan under which this Option shall be subject
to modification if and when certain events occur.
3. Term of Option.
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This Option shall expire when the first of the following occurs:
(a) the tenth anniversary date of the Commencement Date
indicated at the top of the first page of this Option;
(b) the expiration of thirty (30) days from the date of the
Optionee's termination of employment, either voluntary or involuntary and either
with or without cause (other than by reason of death), except that if the
Optionee is disabled (within the meaning of Section 22(e)(3) of the Internal
Revenue Code) at the time of his or her termination of employment, the
expiration of one year from the date of the Optionee's termination of
employment;
(c) the expiration of 180 days from the date the Optionee dies
if he or she dies while he is employed by the Company or any of its
subsidiaries; or
(d) the termination of the Option under the Plan.
4. Exercise of Option.
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This Option may be exercised by the Optionee (or, after his
death, by the person designated in Section 5) only in accordance with the
following provisions:
(a) This Option may be exercised by the Optionee upon delivery
of the following to the Company at its principal executive offices:
(i) a written notice of exercise which identifies this
Option and states the number of shares of Stock then being purchased;
(ii) a check or cash in the amount of the purchase price
(or payment of the purchase price in such other
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form of lawful consideration as the Company's Board of Directors may approve
from time to time under the provisions of the Plan); and
(iii) a check or cash, if requested by the Company either
before or after the Company's receipt of the notice of exercise, in the amount
of any taxes (other than stock issue or transfer taxes) which the Company is
obligated to collect or withhold by reason of the exercise of this Option.
(b) This Option shall become exercisable in four equal annual
installments on each anniversary date of the Commencement Date, which is
indicated at the top of the first page of this Option. On and after each such
anniversary date, the Optionee shall be entitled to purchase all or any portion
of one-fourth (1/4) of the shares of Stock set forth at the top of the first
page of this Option (appropriately adjusted for stock splits, stock dividends
and similar capital modifications).
The installments shall be cumulative, such that this Option may be
exercised as to any or all of the Stock covered by an installment at any time or
times after that installment becomes exercisable and until this Option expires
or terminates.
5. Termination of Employment.
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The termination of the employment of the Optionee by death,
disability or otherwise shall not accelerate or otherwise affect the number of
shares with respect to which this Option may be exercised; provided, however,
that this Option may only be exercised with respect to that number of shares
which could have been purchased under this Option if this Option had been
exercised by the Optionee on the date of termination.
6. Death of Optionee; No Assignment.
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The rights of the Optionee under this Option may not be assigned
or transferred except by will or by the laws of descent and distribution. This
Option shall be exercisable only by the Optionee during his or her lifetime. Any
attempt to assign this Option in contravention of this Option shall be void and
shall have no effect. If the Optionee should die while he or she is employed by
the Company or any of its subsidiaries, his or her legal representative, his or
her legatee, or the person who
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acquired the right to exercise this Option by reason of the death of the
Optionee (this group shall be collectively known as "successors") succeeds to
the Optionee's rights under this Option. After the death of the Optionee, only
his or her successor may exercise this Option.
7. No Rights as Shareholder.
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The Optionee shall have no rights as a shareholder of any shares
of Stock covered by this Option until the date of issuance of a stock
certificate to him or her. Except as may be provided under the Plan, the Company
will make no adjustment for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date the stock certificate is issued.
8. This Option Subject to Plan.
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This Option is granted under the provisions of the Plan and shall
be interpreted in a manner consistent with it. Any provision in this Option
inconsistent with the Plan shall be superseded and governed by the Plan. A copy
of the Plan is available to the Optionee at the Company's principal executive
offices upon request and without charge.
9. No Employment Agreement.
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THE VESTING OF THE SHARES OF STOCK SUBJECT TO THIS OPTION SHALL
BE EARNED ONLY BY CONTINUED EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES OF STOCK
HEREUNDER). Nothing in this Option, nor in the Plan (which is incorporated
herein by reference), shall confer upon the Optionee any right with respect to
continuation of employment by the Company, nor shall it interfere in any way
with the Company's right (or the Optionee's right) to terminate the Optionee's
employment at any time, with or without cause.
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