¦

Thin Film ¦

OCD

¦

Overlay ¦

FTIR ¦

Photoluminescence ¦

Integrated Metrology ¦

Overview of the

Option Exchange Program

August 6, 2009

Exhibit (a)(1)(D)

CONFIDENTIAL

Overview of the Option Exchange Program

Nanometrics is offering to our eligible employees the opportunity to exchange eligible stock

options for a lesser amount of new stock options with a lower strike price. 

Participation in the Exchange Offer is completely voluntary.  Eligible employees will be permitted

to exchange eligible stock options for new stock options on a grant-by-grant basis, subject to the

terms set forth in the Offer to Exchange document.  Eligible stock options properly surrendered in

the Exchange Offer and accepted by us for exchange will be cancelled on the day that the

Exchange Offer expires and the new stock options will be granted as of the same day.  The

actual viewing of these new options on E*Trade may take a couple of days following the grant

date.  If you choose not to participate in the Exchange Offer, you will continue to hold your eligible

stock options on the same terms and conditions and pursuant to the stock option plans under

which they were originally granted.  

You are an “eligible employee” if you are:

An employee of the Company or one of its subsidiaries located in France, Germany,

Japan, Korea, Taiwan, the United Kingdom or the United States, including executive

officers, who holds eligible stock options;

Employed on the date the Exchange Offer commences and remain employed through the

date the Exchange Offer expires; and

Not a non-employee member of our Board of Directors or an outside consultant.

CONFIDENTIAL

Overview of the Option Exchange Program

If you are an eligible employee and your Company stock options meet the following criteria, then

they are “eligible stock options” that you may elect to exchange in the Exchange Offer:

The strike price of your stock options is greater than or equal to $4.31, which

approximates the 52-week high trading price of our common stock as reported by

the NASDAQ Global Market (measured from the commencement date of the

Exchange Offer); 

Your stock options were granted prior to August 6, 2008; and

Your stock options are scheduled to expire after August 6, 2010. 

For purposes of the Exchange Offer, the term “stock option” generally refers to an option to

purchase one share of our common stock.

CONFIDENTIAL

Overview of the Option Exchange Program

If you choose to participate in the Exchange Offer and surrender eligible stock options for exchange, and if we

accept your surrendered eligible stock options, you will receive new stock options that will have substantially the

You will receive a lesser amount of new stock options.  The number of new stock options will be

determined using an exchange ratio based on the strike price of the eligible stock options.

The strike price for the new stock options will be equal to the closing price of Nanometrics common

stock on the date the Exchange Offer expires as reported on the NASDAQ Global Market.  The

Company expects the strike price for the new stock options to be lower than the strike price of the

stock options that will be surrendered for exchange.

The new stock options will be subject to a three -year vesting period, even if all or a portion of the

surrendered eligible stock options are already vested.  Under this vesting schedule, one-third of the

new stock options will vest upon the new stock option grant date and the remaining two -thirds of

the new stock options will vest pro -rata on a monthly basis beginning on the 13 -month

anniversary of the new stock option grant date so long as you remain employed during that period.

The new stock options will have a term of seven years from the new stock option grant date.

The new stock options will be subject to the terms and conditions of the plan (as amended, if applicable) under

which the relevant eligible stock options were originally granted, except that eligible stock options originally

granted under the Accent Optical Technologies, Inc. Stock Incentive Plan will be subject to the terms and

conditions of the 2005 Equity Incentive Plan. 

same

terms

and

conditions

as

the

eligible

stock

options

you

surrendered,

except

that:

CONFIDENTIAL

Overview of the Option Exchange Program

We are making the Exchange Offer upon the terms and conditions described in the Offer to Exchange

document and in the related documents referred to in that document. The Exchange Offer is not

conditioned on a minimum number of eligible stock options being surrendered for exchange or a

minimum number of eligible employees participating.   

If you wish to surrender any of your eligible stock options for exchange in the Exchange Offer, you must

Exchange Offer expires.  We have engaged SOS to act as the depositary and information agent for the

Exchange Offer.  You may notify SOS of your election by making an election online at the Option

Exchange Program Website, which is available at https://nanometrics.equitybenefits.com/.  Your online

election must be submitted before the expiration deadline of 5:00 p.m., Pacific, on September 3, 2009

(or such later date as may apply if the Exchange Offer is extended). 

notify

Stock

&

Option

Solutions

(“SOS”)

of

your

election

to

exchange

such

stock

options

before

the

SOS  

CONFIDENTIAL

Overview of the Option Exchange Program

Included in the materials emailed to you is your Log-in ID and Password.  You will need

your Log-in ID and Password to gain access to your personal information on the Option

Exchange Program Website at https://nanometrics.equitybenefits.com/ and to make your

online elections with respect to the Exchange Offer.  If you lose, cannot remember or

otherwise have difficulties with your Log-in ID or Password, please contact the SOS

Customer Call Center at the number below.  If you do not reach a live person, your email

or call will likely be returned within three business days.

If you have difficulty accessing the Option Exchange Program Website, have questions

about the Exchange Offer or have requests for assistance, please contact the SOS

Customer Service Center at the number (408) 754-4650.  You may also send an email

to the SOS Customer Service Center at nanometrics@sos-team.com 

CONFIDENTIAL

Overview of the Option Exchange Program

You must make your own decision on whether to surrender your eligible stock options for exchange

after taking into account your own personal circumstances or preferences.  If you hold eligible stock

options and are subject to taxation in a country other than the United States, please refer to the

Schedules attached to the Offer to Exchange document for a summary of the tax consequences that

may apply to you. You are encouraged to consult your personal outside advisor(s) as you deem

appropriate if you have questions

about your financial or tax situation as it relates to the Exchange

Offer.

Note the following:

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE OR FOREIGN

SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION OR

PASSED UPON THE FAIRNESS OR MERITS OF THIS TRANSACTION OR THE ACCURACY OR

ADEQUACY OF THE INFORMATION CONTAINED IN THE

OFFER TO EXCHANGE DOCUMENT.

ANY

REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY REPRESENTATION ON OUR BEHALF

AS

TO

WHETHER

YOU

SHOULD

EXCHANGE

YOUR

ELIGIBLE

STOCK

OPTIONS

IN

THE

EXCHANGE OFFER.  YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THE

OFFER TO EXCHANGE DOCUMENT OR IN OTHER DOCUMENTS TO WHICH WE HAVE

REFERRED YOU.  WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR

TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE EXCHANGE OFFER OTHER

THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THE OFFER TO EXCHANGE

DOCUMENT OR IN THE RELATED DOCUMENTS.  IF ANYONE MAKES ANY RECOMMENDATION

OR

REPRESENTATION

TO

YOU

OR

GIVES

YOU

ANY

OTHER

INFORMATION,

YOU

SHOULD

NOT

RELY ON THAT RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN

AUTHORIZED BY US. 

CONFIDENTIAL

Overview of the Option Exchange Program

Questions

and answers were prepared to address common questions that you may have

about the Exchange Offer.  These questions and answers are found on the Offer to Exchange

document.  We encourage you to carefully read the entire Offer to Exchange document

.

CONFIDENTIAL