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EXHIBIT 4.2
Integrated Process Equipment Corp.
AMENDMENT TO PERFORMANCE OPTION
December 4, 1997
Xxxxx XxXxxxxx
c/o Integrated Process Equipment Corp.
0000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Dear Xxxxx:
This letter amends the August 13, 1997 Executive Employment Agreement
as follows:
Your "Performance Option" exercisable for up to 200,000 shares of
Common Stock shall become exercisable as to 50,000 shares on each of the first
four anniversaries of the Start Date, provided in each case that your employment
with the Company has not terminated prior to such date. Performance-based
vesting will not apply to the option.
In exchange, you agree to reduce the amount of your annual actual cash
bonus by the difference between the 50,000 shares actually vested and the number
of shares which would have vested in that fiscal year if you had continued to
hold a performance-based option. The number of shares which would have vested in
a particular fiscal year shall be determined based on the same criteria as are
used to determine the amount of your cash bonus. The amount by which your actual
cash bonus will be reduced will equal the incremental number of shares which
vested due to this change to time-based vesting, multiplied by the difference
between the fair market value of the Common Stock at the end of the fiscal year
and your option exercise price.
Exhibit A illustrates several different applications of this
measurement system.
If the above calculation results in a reduction larger than the amount
of the cash bonus you earned in a particular fiscal year, the maximum reduction
will be the amount of the bonus (that is, in no event will you be required to
pay funds to the Company from your base salary). In addition, these calculations
are not intended to result in any additional cash payment to you beyond the cash
bonus which you earn.
As with the amount of your cash compensation, these calculations will
be finally determined by the Company's Board of Directors, acting reasonably.
All other provisions of your Employment Agreement and the related
options continue unchanged.
Please sign below to indicate that you agree to the foregoing.
Sincerely yours,
INTEGRATED PROCESS EQUIPMENT CORP.
By:______________________________________
Xxxx X. Xxxxxxx, Chief Financial Officer
_________________________________
Xxxxx XxXxxxxx
Dated:___________________________