Exhibit (a)(1)(e)


                                     FORM OF

                          PROMISE TO GRANT STOCK OPTION

TO OUR VALUED EMPLOYEE:

         In exchange for your  agreement to cancel one or more stock  options to
purchase shares of Nanometrics Incorporated ("Nanometrics") common stock granted
by us (each,  an "Old  Option")  under  either our 1991 Stock Option Plan or our
2000 Employee  Stock Option Plan with  exercise  prices equal to or greater than
$10.00 per share,  Nanometrics  hereby promises to grant you a new  nonstatutory
stock option to purchase 0.9 of a share of  Nanometrics'  common stock (the "New
Option") for every 1 share  covered by a cancelled  Old Option that you elect to
exchange,  rounded up to the nearest whole share. The attached summary shows the
number of shares  covered by each Old  Option  that you agreed to cancel and the
number of shares that will be covered by the New Option.  The New Option will be
granted  under  either  our  2000  Employee   Stock  Option  Plan  or  our  2002
Nonstatutory Stock Option Plan. The Board of Directors,  in its sole discretion,
will  determine  under which of these two plans your New Option will be granted.
We will grant the New Option on June 17, 2003.

         The  exercise  price of each New Option will be 100% of the fair market
value of Nanometrics' common stock on the date of grant.

         Each New Option  will vest based on a new  vesting  schedule  that will
begin on the New Option  grant date.  Under this  vesting  schedule,  the shares
subject  to your New  Option  will vest as follows  (subject  to your  continued
employment  with  Nanometrics  or one of its  subsidiaries  through each vesting
date):

         o        For  options  that  were  fully  vested  at the  time of their
                  cancellation, 100% of the New Option will vest on the one-year
                  anniversary of the New Option grant date; and

         o        For  options  that were not fully  vested at the time of their
                  cancellation,  50% of the New Option will vest on the one-year
                  anniversary  of the New Option grant date,  and the  remaining
                  50% will vest on the  two-year  anniversary  of the New Option
                  grant date;

so that each New Option will be fully vested on or before the second anniversary
of the New  Option  grant  date,  subject  to  your  continued  employment  with
Nanometrics or one of its subsidiaries through each relevant vesting date.

         Each New Option will be subject to the standard terms and conditions of
the 2000 Employee Stock Option Plan or the 2002 Nonstatutory  Stock Option Plan,
as applicable, and the appropriate form of stock option agreement thereunder.

         Before the grant of the New  Option on June 17,  2003,  it is  possible
that Nanometrics may merge or consolidate with or be acquired by another entity.
This  promise to grant stock option  (this  "Promise")  is evidence of a binding
commitment  that  Nanometrics'  successors  must honor. In the event of any such
transaction, the successor entity would be obligated to grant you a stock option
on June 17, 2003. However, the type of security and the number of shares covered
by the New Option would be adjusted based on the  consideration  per share given
to holders of options to acquire our common  stock that are  outstanding  at the




time of the  acquisition.  Such New Option would have an exercise price equal to
the fair  market  value of the  acquiror's  stock on the  grant  date of the New
Option.

         In order to receive the New Option, you must continue to be employed by
Nanometrics (or one of its  subsidiaries) as of June 17, 2003. This Promise does
not  constitute  a  guarantee  of  employment  with  Nanometrics  or  any of its
subsidiaries   for  any  period.   Your  employment  with   Nanometrics  or  its
subsidiaries  will remain "at will" and can be terminated by you or  Nanometrics
at any  time,  with  or  without  cause  or  notice.  If  your  employment  with
Nanometrics or one of its subsidiaries terminates for any reason before June 17,
2003 you will lose all rights under this Promise to receive a New Option.

         This  Promise is subject  to the terms and  conditions  of the offer to
exchange options as set forth in: (1) the Offer to Exchange,  dated November 12,
2002,  and as the same may be amended;  (2) the letter from  Vincent J.  Coates,
dated  November  12,  2002;  (3) the  Election  Form  previously  completed  and
submitted by you to Nanometrics; and (4) the Withdrawal Form (collectively,  the
"Exchange  Offer  Documents"),  all of which are hereby  incorporated  herein by
reference.  This Promise and the  Exchange  Offer  Documents  reflect the entire
agreement  between you and Nanometrics  with respect to this  transaction.  This
Promise  may be  amended  only  by  means  of a  writing  signed  by you  and an
authorized officer of Nanometrics.


                                          NANOMETRICS INCORPORATED

                                          By:
                                              ----------------------------------

                                          Title:
                                                 -------------------------------



                                          Date:
                                                --------------------------------






                            NANOMETRICS INCORPORATED

                                 Option Summary