rrd135848_152842.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AjQIV4m+651hQ2AXOjYjingOlDJbycEJiN6dghJ1coLBYNPujLgWAD6UVn/LHTtK L+JYEPCXOkP7MQcokMGxvQ== 0001181431-07-024153.txt : 20070405 0001181431-07-024153.hdr.sgml : 20070405 20070405171522 ACCESSION NUMBER: 0001181431-07-024153 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070403 FILED AS OF DATE: 20070405 DATE AS OF CHANGE: 20070405 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SMITH STEPHEN J CENTRAL INDEX KEY: 0001288101 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13470 FILM NUMBER: 07752679 MAIL ADDRESS: STREET 1: 202 CORONADO AVE CITY: LOS ALTOS STATE: CA ZIP: 94022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NANOMETRICS INC CENTRAL INDEX KEY: 0000704532 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 942276314 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1550 BUCKEYE DRIVE CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 408-435-9600 MAIL ADDRESS: STREET 1: 1550 BUCKEYE DRIVE CITY: MILPITAS STATE: CA ZIP: 95035 4 1 rrd153935.xml FORM 4 X0202 4 2007-04-03 0 0000704532 NANOMETRICS INC NANO 0001288101 SMITH STEPHEN J C/O NANOMETRICS, INC. 1550 BUCKEYE DRIVE MILPITAS CA 95035 1 0 0 0 Non-Qualified Stock Option (right to buy) 6.61 2007-04-03 4 A 0 2500 0 A 2008-04-03 2012-04-03 Common Stock 2500 2500 D The option vests in three equal annual installments beginning on April 3, 2008. /s/ Douglas J. McCutcheon, attorney in fact 2007-04-04 EX-24. 2 rrd135848_152842.htm POWER OF ATTORNEY rrd135848_152842.html

                                POWER OF ATTORNEY

        The undersigned, as a Section 16 reporting person of Nanometrics
Incorporated (the "Company"), hereby constitutes and appoints Douglas J.
McCutcheon and Quentin B. Wright, the undersigned's true and lawful
attorneys-in-fact to:

        1.      complete and execute Forms 4 and 5 and other forms and all
                amendments thereto as such attorneys-in-fact shall in their
                discretion determine to be required or advisable pursuant to
                Section 16 of the Securities Exchange Act of 1934 (as amended)
                and the rules and regulations promulgated thereunder, or any
                successor laws and regulations, as a consequence of the
                undersigned's ownership, acquisition or disposition of
                securities of the Company; and

        2.      do all acts necessary in order to file such forms with the
                Securities and Exchange Commission, any securities exchange or
                national association, the Company and such other person or
                agency as the attorneys-in-fact shall deem appropriate.

        The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agent shall do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, is not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934 (as amended).

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 3rd day of April, 2007.


                                        Signature: /s/ Stephen J Smith
                                                 ------------------------------

                                        Print Name: Stephen J Smith
                                                  ------------------------------

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