-----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, Im8sZaILKIw4szRMi+9m8OaECFSLY70/32nztzLwsdzYftFmvBUGT9iRZjjjWlfe c8c/Zw2234Djl346YSIvpQ== 0000929624-99-000396.txt : 19990308 0000929624-99-000396.hdr.sgml : 19990308 ACCESSION NUMBER: 0000929624-99-000396 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 19990305 EFFECTIVENESS DATE: 19990305 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIKON TECHNOLOGIES INC CENTRAL INDEX KEY: 0000868326 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 954054321 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-73445 FILM NUMBER: 99558341 BUSINESS ADDRESS: STREET 1: RINGLAND WAY STREET 2: 222 W. ORANGE GROVE AVE CITY: NEWPORT, GWENT STATE: X0 ZIP: NP6 2TA BUSINESS PHONE: 011-44-1-633-414-000 MAIL ADDRESS: STREET 1: 9255 DEERING AVENUE STREET 2: 9255 DEERING AVENUE CITY: SACHATSWORTH STATE: CA ZIP: 91311 FORMER COMPANY: FORMER CONFORMED NAME: PLASMA & MATERIALS TECHNOLOGIES INC DATE OF NAME CHANGE: 19950713 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on March 5, 1999 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ----------------------- TRIKON TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) California 95-0454321 (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) Ringland Way, Newport, Gwent NP6 2TA, United Kingdom (Address of principal executive offices) (Zip Code) ------------------------ TRIKON TECHNOLOGIES, INC. 1991 STOCK OPTION PLAN TRIKON TECHNOLOGIES, INC. 1998 DIRECTORS STOCK OPTION PLAN (Full title of the Plans) ----------------------- STEVE L. CAMAHORT Brobeck, Phleger & Harrison LLP One Market Plaza, Spear Street Tower, San Francisco, California 94105 (Name and address, including zip code of agent for service) (415) 442-0900 (Telephone number, including area code, of agent for service) ------------------------ CALCULATION OF REGISTRATION FEE ================================================================================
Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered(1) per Share(2) Price(2) Fee ---------- ------------- ------------ --------- ------------ Trikon Technologies, Inc. 1991 Stock Option Plan - ---------------------------------- Common Stock, no par value 8,009,167 shares $0.1016 $872,999.20 $226.22 Trikon Technologies, Inc. 1998 Directors Stock Option Plan - ---------------------------------- Common Stock, no par value 500,000 shares $0.1016 $ 54,500.00 $ 14.13 Aggregate Amount of Registration Fee: $240.35
================================================================================ (1) This Registration Statement shall also cover any additional shares of Registrant's Common Stock which become issuable under the Trikon Technologies, Inc. 1991 Stock Option Plan and Trikon Technologies, Inc. 1998 Directors Stock Option Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant's Common Stock. (2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low selling prices per share of the Registrant's Common Stock on March 4, 1999, as reported on the OTC Bulletin Board. PART II Information Required in the Registration Statement Item 3. Incorporation of Certain Documents by Reference ----------------------------------------------- Trikon Technologies, Inc. (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"): (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1997, filed with the Commission on April 8, 1998, pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "1934 Act"); (b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1998, June 30, 1998 and September 30, 1998, filed with the Commission on May 15, 1998, August 14, 1998 and November 13, 1998, respectively, pursuant to Section 13 of the 1934 Act; (c) The Registrant's current report on Form 8-K, filed with the Commission on May 28, 1998; and (d) The Registrant's Registration Statement on Form 8-A, filed with the Commission on July 21, 1995 and amended on August 21, 1995, in which there is described the terms, rights and provisions applicable to the Registrant's outstanding Common Stock. All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities ------------------------- Not Applicable. Item 5. Interests of Named Experts and Counsel -------------------------------------- Not Applicable. Item 6. Indemnification of Directors and Officers ----------------------------------------- The Registrant's Bylaws provide that the Registrant shall indemnify its directors, officers, employees and other agents to the fullest extent permitted by California law. The Registrant is also empowered under its Seventh Restated Articles of Incorporation and Bylaws to enter into indemnification contracts with its directors and officers and to purchase insurance on behalf of any person whom it is required or permitted to indemnify. The Registrant has purchased liability insurance covering its directors and officers. The Registrant's Seventh Restated Articles of Incorporation provide that to the fullest extent permitted by California law, the Registrant's directors will not be personally liable to the Registrant and its shareholders for monetary damages for any breach of a director's fiduciary duty. The Seventh Restated Articles of Incorporation do not, however, eliminate the duty of care, and in appropriate circumstances equitable remedies such as an injunction or other forms of non-monetary relief would remain available under California law. Each director will continue to be subject to liability for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, for acts or omissions that the director believes to be contrary to the best interests of the Registrant or its shareholders, for any transaction from which the director derived an improper personal benefit, for acts or omissions II-1. involving a reckless disregard for the director's duty to the Registrant or its shareholders when the director was aware or should have been aware of a risk of serious injury to the Registrant or its shareholders, for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director's duty to the Registrant or its shareholders, for improper transactions between the director and the Registrant and for improper distributions to shareholders and loans to directors and officers. This provision also does not affect a director's responsibilities under any other laws, such as the Federal securities laws or state or Federal environmental laws. Item 7. Exemption from Registration Claimed ----------------------------------- Not Applicable. Item 8. Exhibits -------- Exhibit Number Exhibit ------- ------- 4 Instruments Defining Rights of Shareholders. Reference is made to Registrant's Registration Statement on Form 8-A, including the exhibits thereto, which are incorporated herein by reference pursuant to Item 3(d). 5 Opinion of Brobeck, Phleger & Harrison LLP. 23.1 Consent of Ernst & Young LLP Independent Auditors. 23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to page II-4 of this Registration Statement. 99.1 Trikon Technologies, Inc. 1991 Stock Option Plan (Amended and Restated as of January 26, 1999). 99.2 Form of Incentive Stock Option Agreement. 99.3 Form of Non-Qualified Stock Option Agreement. 99.4 Form of Option Certificate for use generally in connection with the Share Option Scheme under the Trikon Technologies, Inc. 1991 Stock Option Plan. 99.5 Trikon Technologies, Inc. 1998 Directors Stock Option Plan (Amended and Restated as of January 26, 1999). 99.6 Form of Notice of Grant of Non-Employee Director Stock Option (Initial Grant). 99.7 Form of Notice of Grant of Non-Employee Director Stock Option (Annual Grant). 99.8 Form of Automatic Stock Option Agreement. Item 9. Undertakings ------------ A. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"), (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement, and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, -------- however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into the Registration Statement; (2) that for the purpose of determining any liability under the 1933 Act each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the Trikon Technologies, Inc. 1991 Stock Option Plan (amended and restated as of January 26, 1999) and the Trikon Technologies, Inc. 1998 Directors Stock Option Plan (amended and restated as of January 26, 1999). B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference into the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-2. C. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnity provisions summarized in Item 6 or otherwise, the Registrant has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. II-3. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newport, County of Gwent, United Kingdom on this 5th day of March, 1999. TRIKON TECHNOLOGIES, INC. By /s/ Nigel Wheeler ------------------------- Nigel Wheeler President, Chief Executive Officer and Director POWER OF ATTORNEY ----------------- KNOW ALL PERSONS BY THESE PRESENTS: That the undersigned officers and directors of Trikon Technologies, Inc., a California corporation, do hereby constitute and appoint Nigel Wheeler and Jeremy Linnert their lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that said attorneys and agents, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Signatures Title Date - ---------- ----- ---- /s/ Nigel Wheeler President, Chief Executive March 5, 1999 - ------------------------- Officer and Director Nigel Wheeler (Principal Executive Officer) /s/ Jeremy Linnert Chief Financial Officer March 5, 1999 - ------------------------- and Secretary Jeremy Linnert (Principal Financial and Accounting Officer) /s/ Christopher D. Dobson Chairman of the Board March 5, 1999 - ------------------------- and Director Christopher D. Dobson II-4. Signatures Title Date - ---------- ----- ---- /s/ Richard M. Conn Director March 5, 1999 - ---------------------------- Richard M. Conn /s/ Lawrence D. Lenihan, Jr. Director March 5, 1999 - ---------------------------- /s/ Stephen N. Wertheimer Director March 5, 1999 - ---------------------------- Stephen N. Wertheimer II-5. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 EXHIBITS TO FORM S-8 UNDER SECURITIES ACT OF 1933 TRIKON TECHNOLOGIES, INC. EXHIBIT INDEX ------------- Exhibit Number Exhibit ------- ------- 4 Instruments Defining Rights of Shareholders. Reference is made to Registrant's Registration Statement on Form 8-A, including the exhibits thereto, which are incorporated herein by reference pursuant to Item 3(d). 5 Opinion of Brobeck, Phleger & Harrison LLP. 23.1 Consent of Ernst & Young LLP Independent Auditors. 23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5. 24 Power of Attorney. Reference is made to page II-4 of this Registration Statement. 99.1 Trikon Technologies, Inc. 1991 Stock Option Plan (Amended and Restated as of January 26, 1999). 99.2 Form of Incentive Stock Option Agreement. 99.3 Form of Non-Qualified Stock Option Agreement. 99.4 Form of Option Certificate for use generally in connection with the Share Option Scheme under the Trikon Technologies, Inc. 1991 Stock Option Plan. 99.5 Trikon Technologies, Inc. 1998 Directors Stock Option Plan (Amended and Restated as of January 26, 1999). 99.6 Form of Notice of Grant of Non-Employee Director Stock Option (Initial Grant). 99.7 Form of Notice of Grant of Non-Employee Director Stock Option (Annual Grant). 99.8 Form of Automatic Stock Option Agreement. EX-5 2 OPINION OF BROBECK, PHLEGER & HARRISON EXHIBIT 5 March 5, 1999 Trikon Technologies, Inc. Ringland Way Newport, Gwent NP6 2TA United Kingdom Re: Trikon Technologies, Inc. Registration Statement for Offering of 8,509,167 shares of Common Stock ----------------------------------------------- Ladies and Gentlemen: We have acted as counsel to Trikon Technologies, Inc., a California corporation (the "Company") in connection with the registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of 8,509,167 shares of the Company's common stock (the "Shares") and related stock options for issuance in the aggregate under the Trikon Technologies, Inc. 1991 Stock Option Plan (the "1991 Plan"), as amended and restated as of January 26, 1999 (8,009,167 Shares), and Trikon Technologies, Inc. 1998 Directors Stock Option Plan (the "1998 Plan"), as amended and restated as of January 26, 1999 (500,000 Shares) (the "Plans"). This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K. We have reviewed the Company's charter documents and the corporate proceedings taken by the Company in connection with the establishment and amendment of the 1991 Plan and the establishment and amendment of the 1998 Plan. Based on such review, we are of the opinion that, if, as and when the Shares have been issued and sold (and the consideration therefor received) pursuant to the provisions of option agreements duly authorized under the Plans and in accordance with the Registration Statement, such Shares will be duly authorized, legally issued, fully paid and nonassessable. We consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement. This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plans or the Shares. Very truly yours, /s/ BROBECK, PHLEGER & HARRISON LLP BROBECK, PHLEGER & HARRISON LLP EX-23.1 3 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference therein of our report dated March 20, 1998, except for Note 13, as to which the date is April 3, 1998, with respect to the consolidated financial statements and schedule of Trikon Technologies, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Woodland Hills, California March 1, 1999 EX-99.1 4 AMENDED AND RESTATED 1991 STOCK OPTION PLAN EXHIBIT 99.1 TRIKON TECHNOLOGIES, INC. 1991 STOCK OPTION PLAN (Amended and Restated as of January 26, 1999) SECTION 1. Description of Plan. This is the 1991 Stock Option Plan (the "Plan") of Trikon Technologies, Inc., a California corporation (the "Company"). Under the Plan, employees, directors, consultants and advisors of the Company or any of its Subsidiaries, to be selected as set forth below, may be granted options ("Options") to purchase shares of the Common Stock of the Company ("Common Stock"). For purposes of the Plan, the term "Subsidiary" means any corporation 50% or more of the voting stock of which is owned by the Company or by a Subsidiary of the Company. It is intended that the Options under the Plan will either qualify for treatment as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") and be designated Incentive Stock Options, or not qualify for such treatment and be designated Non-Statutory Stock Options. SECTION 2. Purpose of this Plan. The purpose of the Plan and of granting options to employees, directors, consultants and advisors is to further the growth, development and financial success of the Company and its subsidiaries by providing additional incentives to such persons by assisting them in acquiring shares of Common Stock and to benefit directly from the Company's growth, development and financial success. SECTION 3. Eligibility. The persons who shall be eligible to receive grants of Options under the Plan shall be the employees, directors, consultants and advisors of the Company or any of its Subsidiaries. A person who holds an Option is herein referred to as a "Participant." More than one Option may be granted to any one Participant. Notwithstanding the foregoing, no Option may be granted to any person who then owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of a Subsidiary unless the Option Price (as hereinafter defined) is at least 110% of the fair market value of the Common Stock on the date of grant. In addition, any Incentive Stock Option granted to any person who then owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of a Subsidiary shall have a termination date not later than five years after the date such Option is granted. For this purpose, a person's stock ownership is determined using the constructive ownership rules contained in Code Section 424(d). Only employees of the Company or a Subsidiary may be granted Incentive Stock Options under the Plan. The exercise of an Incentive Stock Option will not qualify for favorable income tax treatment unless the Participant remains an employee of the Company or a Subsidiary at all times during the period beginning on the date of the grant of the Incentive Stock Option and ending on the date three months before the date of the exercise of the Incentive Stock Option. For this purpose, a Participant who is on a leave of absence that exceeds ninety days will be considered to have terminated his employment on the ninety-first day of the leave of absence, unless the Participant's rights to reemployment are guaranteed by statute or contract. However, a Participant will not be considered to have incurred a termination of employment because of a transfer of employment between the Company and a Subsidiary (or vice versa). The aggregate fair market value (determined as of the time an Option is granted) of the Common Stock for which any Participant may be granted Incentive Stock Options first exercisable in any calendar year under the Plan and any other incentive stock option plans (which qualify under Section 422 of the Code) of the Company or any Subsidiary shall not exceed $100,000. SECTION 4. Administration. This Plan shall be administered by the Board of Directors of the Company or a committee thereof (in either case, the "Board"). Should the Board delegate its authority to administer the Plan to a committee of the Board, then such committee shall be comprised of individuals who satisfy the requirements under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "1934 Act") and under Code Section 162(m) for purposes of Option grants made to officers and directors of the Company who are subject to the short-swing liability provisions of Section 16 of the 1934 Act, as amended. The Board is authorized and empowered to administer the Plan and, subject to the Plan, (a) to select the Participants, to specify the number of shares of Common Stock with respect to which Options are granted to each such Participant, to specify the Option Price (as hereinafter defined) and the terms of Options, and in general to grant Options; (b) to determine, subject to the limits of Section 3 hereof, whether Options will be Incentive Stock Options or Non-Statutory Stock Options; (c) to determine the dates upon which Options shall be granted and to provide for the terms and conditions of the Options in a manner consistent with this Plan, which terms and conditions need not be identical as to the various Options granted; (d) to interpret the Plan; (e) to prescribe, amend and rescind rules relating to the Plan; and (f) to determine the rights and obligations of Participants under the Plan. The interpretation and construction by the Board of any provision of the Plan or of any Option granted thereunder shall be final. No member of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted under it. SECTION 5. Shares Subject to the Plan. The number of shares of Common Stock which may be purchased pursuant to the exercise of Options granted under both the Plan and the Company's Share Option Scheme shall be 8,870,000 shares. Such share reserve includes (i) 1,300,000 shares reserved for issuance prior to the acquisition of Electrotech Limited and Electrotech Equipment Limited (collectively "Electrotech"), (ii) an additional 1,100,000 shares approved by the Board and shareholders in connection with the acquisition of Electrotech and (iii) an additional increase of 6,470,000 shares approved by the Board as of June 19, 1998, and approved by the shareholders at the 1998 Annual Meeting held on July 28, 1998. Such number shall in any event be adjusted to reflect all stock splits, stock dividends or similar capital changes. Upon the expiration or termination for any reason of an outstanding Option which shall not have 2. been exercised in full, any shares of Common Stock then remaining unissued which shall have been reserved for issuance upon such exercise shall again become available for the granting of additional Options under the Plan. The maximum number of shares for which options may be granted to any Participant shall be limited to 500,000 shares per calendar year, except such limit shall be 2,000,000 shares for the calendar year in which an individual first commences service with the Company. For this purpose, an Option granted to a Participant shall be continued to be outstanding despite its cancellation, and the repricing of an Option shall be treated as the grant of a new option. SECTION 6. Option Price. The purchase price per share (the "Option Price") of the shares of Common Stock underlying each Option shall be determined in each case by the Board with respect to each specific Option but shall not be less than the Fair Market Value (as defined below) of such shares on the date of grant. In the event that the Company acquires another entity, the Board may authorize the issuance of Options ("Substitute Options") to the individuals performing services for the acquired entity in substitution of stock options previously granted to those individuals in connection with their performance of services for such entity upon such terms and conditions as the Board shall determine, taking into account the conditions of Code Section 424(a) in the case of a Substitute Option that is intended to be an Incentive Stock Option. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions: (a) If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date immediately prior to the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market. If there is no closing selling price for the Common Stock on the date immediately prior to the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. (b) If the Common Stock is at the time listed on either the American Stock Exchange or the New York Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date immediately prior to the date in question on the stock exchange determined by the Board to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing selling price for the Common Stock on the date immediately prior to the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. 3. (c) In the event the Common Stock is not traded on the Nasdaq National Market or listed on the American Stock Exchange or the New York Stock Exchange, the Fair Market Value shall be determined by the Board, after taking into account such factors as it deems appropriate. SECTION 7. Exercise of Options. Subject to all other provisions of the Plan, each Option shall be exercisable for the full number of shares of Common Stock subject thereto, or any part thereof, in five equal cumulative annual installments commencing one year after the date of grant (provided the Participant is employed by the Company at the time of vesting), or in such other installments and at such other intervals as the Board may in any specific case or cases otherwise specifically determine in granting such Option. The Board may not impose a vesting schedule upon the Option or shares of Common Stock subject to such Option which is more restrictive than twenty percent (20%) per year vesting, with the initial vesting to occur not later than one (1) year after the date of grant of the Option. However, such limitation shall not be applicable to any Option granted to individuals who are officers of the Company, directors or independent consultants. Each Option shall terminate and expire, and shall no longer be subject to exercise, ten years after the date of grant thereof, or at such earlier date as the Board may otherwise specifically determine in granting such Option. The Option shall be exercised by the Participant by giving written notice to the Company specifying the number of full shares to be purchased and accompanied by payment of the full purchase price therefor in cash, by check or in such other form of lawful consideration (including promissory notes or shares of Common Stock then held by the Participant) as the Board may approve from time to time. SECTION 8. Option. Each Option granted under the Plan shall be evidenced by a written stock option executed by the Company and delivered to the Participant, which shall be substantially in the form attached as Exhibit A hereto, or shall be in such other form as specified by the Board. Such stock option shall indicate whether such Option is to be an Incentive Stock Option or a Non-Statutory Stock Option and, if an Incentive Stock Option, shall contain terms and conditions permitting such Option to qualify for treatment as an incentive stock option under Section 422 of the Code. SECTION 9. Issuance of Common Stock. The Company's obligation to issue shares of Common Stock upon the exercise of an Option is expressly conditioned upon the making of such investment representations and related undertakings by the Participant (or his legal representative, heir or legatee, as the case may be) in order to comply with the requirements of any exemption from any securities law registration or other qualification of such shares which the Company in its sole discretion shall deem necessary or advisable. Such required representations and undertakings may include representations and agreements that such Participant (or his legal representative, heir or legatee): (a) is purchasing such shares for investment and not with any present intention of selling or otherwise disposing thereof, and (b) agrees to have placed upon the face and reverse of any certificates evidencing such shares a legend setting forth (i) any representations and undertakings which such Participant has given to the Company or a reference 4. thereto, and (ii) that, prior to effecting any sale or other disposition of any such shares, the Participant must furnish to the Company an opinion of counsel, satisfactory to the Company and its counsel, to the effect that such sale or disposition will not violate the applicable requirements of state and federal laws and regulatory agencies. SECTION 10. Limited Transferability of Options. During the lifetime of a Participant, Options shall be exercisable only by the Participant and shall not be assignable or transferable other than by will or by the laws of descent and distribution following the Participant's death in accordance with Section 13(b) hereof. SECTION 11. Recapitalization, Reorganization, Merger or Consolidation. If the outstanding shares of Common Stock of the Company are increased, decreased or exchanged for different securities through reorganization, merger, consolidation, recapitalization, reclassification, stock split, stock dividend or like capital adjustment, a proportionate adjustment shall be made (a) in the aggregate number of shares of Common Stock which may be issued pursuant to the exercise of Options under the Plan and the maximum number of shares for which options may be granted per Participant, as provided in Section 5, and (b) in the number, price and kind of shares subject to any outstanding Option granted under the Plan. Upon the dissolution or liquidation of the Company or upon any reorganization, merger or consolidation in which the Company does not survive, the Plan and each outstanding Option shall terminate; provided that in such event: (a) each Participant to whom no Option has been tendered by the surviving corporation in accordance with all of the terms of clause (b) immediately below shall have the right until five days before the effective date of such dissolution or liquidation, or such merger or consolidation in which the Company is not the surviving corporation, to exercise in whole or in part any unexpired Option or Options issued to him, without regard to the installment provisions of Section 7 of the Plan or any option agreement; or (b) in its sole and absolute discretion, the surviving corporation may, but shall not be so obligated, tender to any Participant holding an Option, an option or options to purchase shares of the surviving corporation, and such new option or options shall contain such terms and provisions as shall be required to preserve substantially all of the rights and benefits of any Option then outstanding under the Plan. Each Participant shall be given written notice by the Company of any such proposed or contemplated dissolution, liquidation, reorganization, merger or consolidation at least thirty-five (35) days prior to the effective date thereof, which notice shall advise such Participant of the proposed dissolution, liquidation, reorganization, merger or consolidation and the rights of the Participant pursuant to this paragraph. To the extent that the foregoing adjustments relate to stock or securities of the Company, such adjustments shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided in this Section 11, the Participant shall have no rights by reason of any subdivision or consolidation of shares of stock of any class or the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number or price of shares of Common Stock 5. subject to any Option shall not be affected by, and no adjustment shall be made by reason of, any dissolution, liquidation, reorganization, merger or consolidation, or any issue by the Company of shares of stock of any class, or rights to purchase or subscribe for stock of any class, or securities convertible into shares of stock of any class. The grant of an Option pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications or changes in its capital or business structures or to merge, consolidate, dissolve or liquidate or to sell or transfer all or any part of its business or assets. SECTION 12. Rights as a Shareholder. A Participant holding an Option, or a transferee of an Option, shall have no rights as a shareholder with respect to any shares covered by his Option until the date of the issuance of a stock certificate to him for such shares, and no adjustment shall be made 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 such stock certificate is issued, except as expressly provided in Section 11. SECTION 13. Termination of Options. Each Option granted under the Plan shall set forth a termination date thereof, which date shall be not later than ten years from the date such Option is granted. Except as otherwise determined by the Board and set forth in the documents evidencing an Option, all Options shall terminate and expire upon the first to occur of the following events: (a) the expiration of 30 days from the date of such Participant's termination of employment (other than by reason of death), except that if the Participant is disabled (within the meaning of Section 22(e)(3) of the Internal Revenue Code) at the time of his termination of employment, the expiration of one year from the date of the Participant's termination of employment; (b) the expiration of 180 days from the date of the death of such Participant if his death occurs while he is employed by the Company or any of its subsidiaries; or (c) the termination of the Option pursuant to Section 11 of the Plan. The termination of employment of a Participant by death or otherwise shall not accelerate or otherwise affect the number of shares with respect to which an Option may be exercised, and the Option may only be exercised with respect to that number of shares which could have been purchased under the Option had the Option been exercised by the Participant on the date of such termination. 6. For purposes of the above, in the case of Options granted to Participants who are directors of the Company or consultants or advisors to the Company, "employment" shall mean service as such director, consultant or advisor to the Company. SECTION 14. Withholding of Taxes. The Company shall deduct and withhold from the wages, salary, bonus and other income paid by the Company to the Participant the requisite tax upon the amount of taxable income, if any, recognized by the Participant in connection with the exercise in whole or in part of any Option or the sale of Common Stock issued to the Participant upon exercise of the Option, all as may be required from time to time under any federal or state tax laws and regulations. This withholding of tax shall be made from the Company's concurrent or next payment of wages, salary, bonus or other income to the Participant or by payment to the Company by the Participant of the required withholding tax, as the Board may determine. SECTION 15. Termination of Plan. The Plan shall terminate upon the earliest to occur of (i) December 31, 2003, (ii) the date on which all shares - -------- available for issuance under the Plan shall have been issued or (iii) the termination of all outstanding options in accordance with Section 11. However, the Board may in its absolute discretion terminate the Plan at any time. Should the Plan terminate on December 31, 2003, or by the Board in its absolute discretion, then all Option grants outstanding at that time shall continue to have force and effect in accordance with the provisions of the documents evidencing such grants. SECTION 16. Amendment of Plan. The Board shall have complete and exclusive power and authority to amend or modify the Plan in any or all respects. However, no such amendment or modification shall adversely affect the rights and obligations with respect to Options at the time outstanding under the Plan unless the Participant consents to such amendment or modification. In addition, certain amendments may require shareholder approval pursuant to applicable laws or regulations. As of June 19, 1998, the Plan was amended to effect the following changes (the "1998 Restatement") (i) increase the number of shares of Common Stock authorized for issuance over the term of the Plan by an additional 6,470,000 shares, (ii) eliminate the restriction under the Company's Share Option Scheme, a separate subplan incorporated within the Plan, which limited the maximum number of shares for which options may be granted to residents of the United Kingdom to 800,000 shares, as last approved by the United Kingdom taxation authority, (iii) extend the termination date of the Plan from December 10, 2000 to December 31, 2003, (iv) increase the maximum number of shares any participant may receive under the Plan from 500,000 shares over the term of the Plan to 500,000 shares per calendar year, except such limit will be increased to 2,000,000 shares in the calendar year in which a participant first commences service with the Company, and (v) effect a series of technical changes to the provisions of the Plan (including the shareholder approval requirements and the transferability of non-statutory stock options) in order to take advantage of recent amendments to Rule 16b-3 of the Securities and Exchange Commission which exempts certain officer and director transactions under the Plan 7. from the short-swing liability provisions of the Federal securities laws. The 1998 Restatement became effective immediately upon adoption by the Board and was approved by the Company's shareholders at the 1998 Annual Meeting held on July 28, 1998. All option grants made prior to the 1998 Restatement shall remain outstanding in accordance with the terms and conditions of the respective instruments evidencing those options, and nothing in the 1998 Restatement shall be deemed to modify or in any way affect those outstanding options. Subject to the foregoing limitations, the Board may make option grants under the Plan at any time before the date fixed herein for the termination of the Plan. SECTION 17. Amendment of Options. The Board may modify an existing Option, including the right to (a) change the exercise price, (b) accelerate the right to exercise it, (c) extend or renew it, or (d) cancel it and issue a new Option. However, no modification may be made to an Option that would impair the rights of the Participant holding the Option without his consent. Whether a modification of an existing Incentive Stock Option will be treated as the issuance of a new Incentive Stock Option will be determined in accordance with the rules of Code Section 424(h). Whether a modification of an existing Option granted to an Insider will be treated as a new grant for purposes of Section 16 of the Securities Exchange Act of 1934 will be determined in accordance with Rule 16b-3. SECTION 18. Financial Reports. The Company shall deliver a balance sheet and an income statement at least annually to each individual holding an outstanding Option, unless such individual is a key Employee whose duties in connection with the Company or Subsidiary assure such individual access to equivalent information. 8. RULES OF THE TRIKON TECHNOLOGIES, INC. (UNITED KINGDOM COMPANIES) SHARE OPTION SCHEME ------------------- 1. DEFINITIONS ----------- 1.1 In these Rules the following words and expressions shall have the following meanings: "Announcement Date" the date on which the annual or half-yearly results of the Company are announced. "Appropriate Period" the meaning given in Paragraph 15(2) of Schedule 9. "Approval Date" the date on which the Scheme is approved by the Board of Inland Revenue under Schedule 9. "Associated Company" has the same meaning in Section 416 of ICTA 1988. "Auditors" the auditors for the time being of the Company (acting as experts and not as arbitrators). "Board" the Board of Directors of the Company or, except in Rule 10.4, a duly constituted committee thereof. "Company" Trikon Technologies, Inc. "Control" has the same meaning as in Section 840 of ICTA 1988. "Dealing Day" a day on which the stock exchange is open for the transaction of business. "Date of Grant" the date on which an Option is, was, or is to be granted under the Scheme. "Eligible Employee" any director of any Participating Company who is required to devote to his duties not less than 25 hours per week (excluding meal breaks) or any employee (other than one who is a director) of any Participating Company, provided that the director or employee is not precluded by paragraph 8 of Schedule 9 from participating in the Scheme. 9. "ICTA 1988" The Income and Corporation Taxes Act 1988. "Market Value" on any date the closing selling price of a Share on the Dealing Day immediately prior to the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market, or if not then traded on the Nasdaq National Market, as such price is reported by the stock exchange on which the Shares are listed. If there is no closing selling price immediately prior to the date in question, then Market Value shall be the closing selling price on the last preceding date for which such quotation exists. (Provided that if the Dealing Day does not fall within the period specified in Rule 2, on any date the market value of a Share determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed for the purposes of the Scheme with the Inland Revenue Shares Valuation Division on or before that day.) "Option" a right to acquire Shares granted (or to be granted) in accordance with the Rules of this Scheme. "Option Holder" an individual to whom an Option has been granted or his personal representatives. "Participating Company" the Company and any other company of which the Company has Control and which is for the time being nominated by the Board to be a Participating Company. "Schedule 9" Schedule 9 ICTA 1988. "Scheme" the employee share option scheme constituted and governed by these rules as from time to time amended. "Share" a share of Common Stock of the Company which satisfies the conditions specified in paragraphs 10-14 inclusive of Schedule 9. "Subscription Price" the price at which each Share subject to an Option may be acquired on the exercise of that Option determined in accordance with Rule 2. "Subsisting Option" an option which has neither lapsed nor been exercised. 1.2 Where the context so admits the singular shall include the plural and vice versa and the masculine shall include the feminine. 1.3 Any reference in the Scheme to any enactment includes a reference to that enactment as from time to time modified, extended or re- enacted. 10. 2. INVITATION TO APPLY FOR OPTIONS 2.1 At any time or times within a period of four weeks after an Announcement Date or the Approval Date, and in any case not earlier than the Approval Date nor later than the tenth anniversary thereof, the Board may in its absolute discretion select any number of individuals who may at the intended Date of Grant be Eligible Employees and invite them to apply for the grant of Options to acquire Shares in the Company. 2.2 Each invitation shall specify: i) the date (being neither earlier than 7 nor later than 14 days after the issue of the invitation) by which an application must be made, ii) the maximum number of Shares over which that individual may on that occasion apply for an Option, being determined at the absolute discretion of the Board save that it shall not be so large that the grant of the Option over that number of Shares would cause the limit specified in Rule 5.1 to be exceeded, and iii) the Subscription Price at which Shares may be acquired on the exercise of any Option granted in response to the application. 2.3 Each invitation shall be accompanied by an application in such form, not inconsistent with these Rules, as the Board may determine. 2.4 i) The Subscription Price shall not be less than the nominal value of a Share, and ii) Subject to Rule 8, the Subscription Price shall not be less than the Market Value of a Share on the day the invitation to apply for an Option was issued pursuant to Rule 2.1. 3. APPLICATIONS FOR OPTIONS 3.1 Not later than the date specified in the invitation each Eligible Employee to whom an invitation has been issued in accordance with Rule 2 above may apply to the Board, using the application form supplied, for an Option over a number of Shares not exceeding the number specified in the invitation. 11. 3.2 Each application shall be accompanied by a payment of (Pounds)1 in consideration for the Option to be granted. 4. GRANT OF OPTIONS 4.1 Not later than the twenty-first day following the issue of invitations the Board may grant to each applicant who is still an Eligible Employee an Option over the number of Shares specified in his application. 4.2 As soon as possible after Options have been granted the Board shall issue an option certificate in respect of each Option in such form, not inconsistent with these Rules, as the Board may determine. 4.3 No Option may be transferred, assigned or charged and any purported transfer, assignment or charge shall cause the Option to lapse forthwith. Each option certificate shall carry a statement to this effect. 5. LIMITATIONS ON GRANTS 5.1 Any option granted to an Eligible Employee shall be limited to take effect so that the aggregate Market Value of Shares subject to that Option, when aggregated with the Market Value of shares subject to Subsisting Options, shall not exceed (Pounds) 30,000. 5.2 For the purposes of Rule 5.1: i) Options shall include all Options granted under this Scheme and all options granted under any other scheme, not being a savings-related share option scheme, approved under Schedule 9 and established by the Company or any Associated Company thereof. ii) The Market Value of shares shall be calculated as at the time the Options in relation to those shares were granted or such earlier time as may have been agreed in writing with the Board of Inland Revenue. 6. EXERCISE OF OPTIONS 6.1 Subject to Rule 9 below and provided always that at all times the Option has not lapsed it may be exercised in whole or in part in five (5) equal cumulative annual installments commencing one year after the Date of Grant or in such other installments and/or at such other intervals as may be specified in the invitation to apply for the grant of the Option. 12. 6.2 An Option shall lapse on the latest of the following events: i) the Option Holder ceasing to be employed by a Participating Company; and, the earliest of: ii) the tenth anniversary of the Date of Grant, or such shorter period as may be specified in the invitation to apply for the grant of the Option, iii) the expiration of 180 days from the Option Holder's death if his death occurs while he is employed by any Participating Company, iv) the expiration of 30 days following the Option Holder ceasing to be a director or employee of any Participating Company, other than by reason of his death, except that if Option Holder is disabled at the time he ceases to be a director or employee, the expiration of one year from the date of termination, v) unless a release has been effected under Rule 7.4, six months after the Option has become exercisable in accordance with Rule 7, and vi) the Option Holder being adjudicated bankrupt. 6.3 The termination of Employment of an Option Holder by death or otherwise shall not accelerate or otherwise affect the number of Shares with respect to which an Option may be exercised, and the Option may only be exercised with respect to that number of Shares which could have been purchased under the Option had the Option been exercised by the Option Holder on the date of such termination. 7. TAKEOVERS AND LIQUIDATIONS 7.1 If any person obtains Control of the Company as a result of making: i) a general offer to acquire the whole of the issued share capital of the Company which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company, or ii) a general offer to acquire all the shares in the Company which are of the same class as the Shares, 13. then any Subsisting Option may subject to Rule 7.4 below be exercised within six months of the time when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied. 7.2 If under Section 425 of the Companies Act 1985 or any provisions of United States law having similar effect the Court sanctions a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, any Subsisting Option may subject to Rule 7.4 below be exercised within six months of the Court sanctioning the compromise or arrangement. 7.3 If any person becomes bound or entitled to acquire shares in the Company under Section 428 to 430 of the said Act of 1985 or Articles 421 to 423 of the said Order of 1986 or any provisions of United States law having similar effect any Subsisting Option may subject to Rule 7.4 below be exercised at any time when that person remains so bound or entitled. 7.4 If as a result of the events specified in Rules 7.1 or 7.2 a company has obtained Control of the Company, or if a company has become bound or entitled as mentioned in Rule 7.3, the Option Holder may, by agreement with that other company (the "Acquiring Company"), within the Appropriate Period, release each Subsisting Option (the "Old Option") for an option (the "New Option") which satisfies the conditions that it: i) is over shares in the Acquiring Company or some other company falling within paragraph (b) or paragraph (c) of Paragraph 10, Schedule 9 which satisfy the conditions specified in Paragraphs 10 to 14 inclusive of Schedule 9. ii) is a right to acquire such number of such shares as has on acquisition of the New Option an aggregate Market Value equal to the aggregate Market Value of the shares subject to the Old Option on its release, iii) has a subscription price per share such that the aggregate price payable on the complete exercise equals the aggregate price which would have been payable on complete exercise of the Old Option, and iv) is otherwise identical in terms to the Old Option. The New Option shall, for all other purposes of this scheme, be treated as having been acquired at the same time as the Old Option. 14. Where any New Options are granted pursuant to this clause 7.4, Rules 4.3, 6, 7, 8, 9, 10.1 and 10.3 to 10.6 shall, in relation the New Options, be construed as if references to the Company and to the Shares were references to the Acquiring Company or, as the case may be, to the other company to whose shares the New Options relate, and to the shares in that other company, but reference to Participating Company shall continue to be construed as if references to the Company were references to Trikon Technologies, Inc. 7.5 If the Company passes a resolution for voluntary winding up, any Subsisting Option may be exercised within six months of the passing of the resolution. 7.6 For the purposes of this Rule 7, other than Rule 7.4, a person shall be deemed to have obtained Control of a Company if he and others acting in concert with him have together obtained Control of it. 7.7 The exercise of an Option pursuant to the preceding provisions of this Rule 7 shall be subject to the provisions of the Rule 9 below. 7.8 Where in accordance with Rule 7.4 Subsisting Options are released and New Options granted the New Options shall not be exercisable in accordance with Rule 7.1, 7.2 and 7.3 above by virtue of the event by reason of which the New Options were granted. 8. VARIATION OF SHARE CAPITAL In the event of any variation of the share capital of the Company by way of capitalization or rights issue, consolidation, subdivision or reduction of capital or otherwise, the number of Shares subject to any Option and the Subscription Price for each of those Shares shall be adjusted in such manner as the Auditors confirm in writing to be fair and reasonable provided that: i) the aggregate amount payable on the exercise of an Option in full is not increased, ii) the Subscription Price for a Share is not reduced below its nominal value, iii) no adjustment shall be made without the prior approval of the Board of Inland Revenue, and iv) following the adjustment the Shares continue to satisfy the conditions specified in paragraphs 10 to 14 inclusive of Schedule 9. 15. 9. MANNER OF EXERCISE OF OPTIONS 9.1 No Option may be exercised by an individual at any time when he is precluded by paragraph 8 of Schedule 9 from participating in the Scheme. 9.2 No Option may be exercised at any time when the shares which may be thereby acquired do not satisfy the conditions specified in paragraphs 10-14 of Schedule 9. 9.3 An Option shall be exercised by the Option Holder giving notice to the Company in writing of the number of Shares in respect of which he wishes to exercise the Option accompanied by the appropriate payment and the relevant option certificate and shall be effective on the date of its receipt by the Company. 9.4 Shares shall be allotted and issued or transferred pursuant to a notice of exercise within 30 days of the date of exercise and a definitive share certificate issued to the Option Holder in respect thereof. Save for any rights determined by reference to a date preceding the date of allotment or transfer, such Shares shall rank pari passu with the other shares of the same class in issue at the date of allotment. 9.5 When an Option is exercised only in part, the balance shall remain exercisable on the same terms as originally applied to the whole Option and a new option certificate shall be issued accordingly by the Company as soon as possible after the partial exercise. 10. ADMINISTRATION AND AMENDMENT 10.1 The Scheme shall be administered by the Board whose decision on all disputes shall be final. 10.2 The Board may from time to time amend these Rules provided that: i) no amendment may materially affect an Option Holder as regards an Option granted prior to the amendment being made, ii) no amendment may be made which would make the terms on which Options may be granted materially more generous without the prior approval of the Company in general meeting, and 16. iii) no amendment shall have effect until approved by the Board of Inland Revenue. 10.3 The cost of establishing and operating the Scheme shall be home by the Participating Companies in such proportions as the Board shall determine. 10.4 The Board may establish a committee consisting of not less than three Board members to whom any or all of its powers in relation to the Scheme may be delegated. The Board may at any time dissolve the Committee, alter its constitution or direct the manner in which it shall act. 10.5 Any notice or other communication under or in connection with the Scheme may be given by the Company either personally or by post and to the Company either personally or by post to the secretary; items sent by post shall be prepaid and shall be deemed to have been received 72 hours after posting. 10.6 The Company shall at all times keep available sufficient authorized and unissued Shares or shall otherwise procure that sufficient issued Shares are available for transfer to satisfy the exercise to the full extent still possible of all Options which have neither lapsed nor been fully exercised, taking account of any other obligations of the Company to issue unissued Shares. 17. EX-99.2 5 FORM OF INCENTIVE STOCK OPTION AGREEMENT EXHIBIT 99.2 TRIKON TECHNOLOGIES, INC. STOCK OPTION Optionee: [NAME] ------ No. of Shares: XXXX ---- Option Price: $1.4375 ------- Commencement Date: February 6, 1998 ---------------- Execution of this Option on behalf of Trikon Technologies, Inc.: Trikon Technologies, Inc. By ------------------------ THIS OPTION ("Option") is granted as of February 6, 1998, by Trikon ---------------- Technologies, Inc., a California corporation (the "Company"), 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 ----------------------------------------------- is intended to be treated as an Incentive Stock Option ("ISO") qualifying under Section 422 of the Internal Revenue Code 2. Option; Number of Shares; Price. ------------------------------- 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 Page 1 of 4 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. -------------- 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. ------------------ 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 Page 2 of 4 form of lawful consideration as the Company's Board of Directors may approve from time to time under the provisions of the Plan); and (i) 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. ------------------------- 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. -------------------------------- 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 Page 3 of 4 her legatee, or the person who 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. ------------------------ 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. --------------------------- 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. ----------------------- 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. Page 4 of 4 EX-99.3 6 FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT 99.3 TRIKON TECHNOLOGIES, INC. STOCK OPTION Optionee: [NAME] ------ No. of Shares: XXXX ---- Option Price: $1.4375 ------- Commencement Date: February 6, 1998 ---------------- 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 -------- 6, 1998, by Trikon Technologies, Inc., a California corporation (the "Company"), - ------- 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 ----------------------------------------------- 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. ------------------------------- 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 Page 1 of 4 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. -------------- 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. ------------------ 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 Page 2 of 4 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. ------------------------- 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. -------------------------------- 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 Page 3 of 4 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. ------------------------ 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. --------------------------- 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. ----------------------- 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. Page 4 of 4 EX-99.4 7 SHARE OPTION SCHEME FORM OF OPTION CERTIFICATE EXHIBIT 99.4 OPTION CERTIFICATE TRIKON TECHNOLOGIES, INC. (UNITED KINGDOM COMPANIES) SHARE OPTION SCHEME Option Certificate This is to certify that: ________ is the holder of an Option to acquire up to a maximum of _______ shares of Common Stock of Trikon Technologies, Inc. at a price of $_______ per share of Common Stock. This Option was granted on _________, 199__ under the Rules of the Trikon Technologies, Inc. (UK Companies) Share Option Scheme. The Option is exercisable in accordance with the terms of the Scheme Rules. If there is to be no charge to income tax on the exercise of an Option, then in addition to complying with the rules of the Scheme, the exercises must be o made at a time when the Scheme retains Inland Revenue approval; o not earlier than 3 or later than 10 years after the Option was granted; and o not earlier than 3 years following the latest previous exercise by the participant of an Option (obtained under this or any other Option Scheme (except a savings related Share Option Scheme) approved by the Inland Revenue) which enjoyed relief from income tax. It is not transferable, and will lapse upon the occasion of an assignment, charge, disposal or other dealing with the rights conveyed by it in any other circumstances. Signed _____________________ Christopher J. Matthews PERSONNEL DIRECTOR on Behalf of Trikon Technologies, Inc. ============================================================================== Notice of Grant of Stock Options TRIKON TECHNOLOGIES, INC. and Option Agreement ID: 95-4054321 9255 Deering Ave. Chatsworth, CA 91311 Phone: (818) 886-8000 - ------------------------------------------------------------------------------ Option Number: Plan: ID: ============================================================================== Effective _______, you have been granted a(n) Non-Qualified Stock Option to buy ___ shares of TRIKON TECHNOLOGIES, INC. (the Company) stock at $_______ per share. The total option price of the shares granted is $_________. Shares in each period will become fully vested on the date shown. Shares Vest Type Full Vest Expiration - --------------- ---------------- ----------------- --------------- - ------------------------------------------------------------------------------ By your signature and the Company's signature below, you and the Company agree that these options are granted under and governed by the terms and conditions of the Company's Stock Option Plan as amended and the Option Agreement, all of which are attached and made a part of this document. ============================================================================== - ---------------------------------- --------------------- TRIKON TECHNOLOGIES, INC. Date - ---------------------------------- --------------------- Date EX-99.5 8 1998 DIRECTORS STOCK OPTION PLAN EXHIBIT 99.5 TRIKON TECHNOLOGIES, INC. 1998 DIRECTORS STOCK OPTION PLAN (Amended and Restated as of January 26, 1999) I. PURPOSE OF THE PLAN This 1998 Directors Stock Option Plan (the "Plan") is intended to promote the interests of Trikon Technologies, Inc., a California corporation (the "Corporation"), by providing the non-employee members of the Corporation's Board of Directors with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Corporation as an incentive for them to remain in the service of the Corporation. Capitalized terms shall have the meanings assigned to such terms in the attached Appendix. II. ADMINISTRATION OF THE PLAN The terms and conditions of each automatic option grant (including the timing and pricing of the option grant) shall be determined by the express terms and conditions of the Plan, and neither the Board nor any committee of the Board shall exercise any discretionary functions with respect to option grants made pursuant to the Plan. III. STOCK SUBJECT TO THE PLAN A. Shares of the Corporation's Common Stock shall be available for issuance under the Plan and shall be drawn from either the Corporation's authorized but unissued shares of Common Stock or from reacquired shares of Common Stock, including shares repurchased by the Corporation on the open market. The maximum number of shares of Common Stock which may be issued over the term of the Plan shall not exceed 500,000 shares, subject to adjustment from time to time in accordance with the provisions of this Article III. B. Should one or more outstanding options under this Plan expire or terminate for any reason prior to exercise in full, then the shares subject to the portion of each option not so exercised shall be available for subsequent option grants under the Plan. Unvested shares issued under the Plan and subsequently repurchased by the Corporation, at the option exercise price paid per share, pursuant to the Corporation's repurchase rights under the Plan, shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for reissuance through one or more subsequent option grants under the Plan. Shares subject to any option or portion thereof surrendered in accordance with Article VI shall reduce on a share-for-share basis the number of shares of Common Stock available for subsequent option grants under the Plan. In addition, should the exercise price of an outstanding option under the Plan be paid with shares of Common Stock, then the number of shares of Common Stock available for issuance under the Plan shall be reduced by the gross number of shares for which the option is exercised, and not by the net number of shares of Common Stock actually issued to the option holder. C. Should any change be made to the Common Stock issuable under the Plan by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, then appropriate adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities for which automatic option grants are to be subsequently made per each newly- elected or continuing non-employee Board member under the Plan, and (iii) the number and/or class of securities and price per share in effect under each option outstanding under the Plan. Such adjustments to the outstanding options are to be effected in a manner which shall preclude the enlargement or dilution of rights and benefits under such options. The adjustments determined by the Board shall be final, binding and conclusive. IV. ELIGIBILITY The individuals eligible to receive automatic option grants pursuant to the provisions of this Plan shall be limited to (i) those individuals who first become non-employee Board members at any time on or after the Effective Date, whether through appointment by the Board or election by the Corporation's shareholders, and (ii) those individuals who continue to serve as non-employee Board members at one or more Annual Shareholders Meetings held after the Effective Date. A non-employee Board member who has previously been in the employ of the Corporation (or any Parent or Subsidiary) shall not be eligible to receive an option grant under the Plan at the time he or she first becomes a non-employee Board member, but shall be eligible to receive periodic option grants under the Plan while he or she continues to serve as a non-employee Board member. V. TERMS AND CONDITIONS OF AUTOMATIC OPTION GRANTS A. Grant Date. Option grants under the Plan shall be made on the ---------- dates specified below: 1. Each individual who is first elected or appointed as a non- employee Board member at any time on or after the Effective Date shall automatically be granted, on the date of such initial election or appointment, a Non-Statutory Option to purchase ninety thousand (90,000) shares of Common Stock, provided that individual has not previously been in the employ of the Corporation or any Parent or Subsidiary. 2. On the date of each Annual Shareholders Meeting held after the Effective Date, each individual who is to continue to serve as an Eligible Director, whether or not that individual is standing for re-election to the Board at that particular Annual Meeting, shall automatically be granted a Non- Statutory Option to purchase eighteen thousand (18,000) shares of Common Stock, provided such individual has served as a non-employee Board member for at least six (6) months. There shall be no limit on the number of such eighteen thousand (18,000)-share option grants any one Eligible Director may receive over his or her period of Board service, and non-employee Board members who have previously been in the employ of the Corporation (or any Parent or Subsidiary) shall be eligible to receive one or more such annual option grants over their period of continued Board service. 2. Shareholder approval of this Plan at the 1998 Annual Meeting shall constitute pre-approval of each option grant made pursuant to the provisions of the Plan and the subsequent exercise of that option in accordance with its terms. B. Exercise Price. The exercise price per share shall be equal to one -------------- hundred percent (100%) of the Fair Market Value per share of Common Stock on the option grant date. C. Payment. ------- The exercise price shall become immediately due upon exercise of the option and shall be payable in one of the alternative forms specified below: 1. in cash or check made payable to the Corporation; or 2. in shares of Common Stock held for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or 3. to the extent the option is exercised for vested shares, through a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable instructions (A) to a Corporation- designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (B) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. Except to the extent such sale and remittance procedure is utilized, payment of the exercise price for the purchased shares must be made on the Exercise Date. D. Option Term. Each automatic grant under the Plan shall have a ----------- maximum term of ten (10) years measured from the automatic grant date. E. Exercise and Vesting of Options. Each option shall be immediately ------------------------------- exercisable for any or all of the option shares. However, no option granted prior to shareholder approval of the Plan may be exercised unless and until such approval is obtained. Any shares purchased under the Plan shall be subject to repurchase by the Corporation, at the exercise price paid per share, upon the Optionee's cessation of Board service prior to vesting in those shares. The shares subject to each ninety thousand (90,000)-share automatic option grant shall vest, and the Corporation's repurchase right shall lapse, in a series of four (4) successive equal annual installments upon the Optionee's completion of each year of Board service over the four (4)-year period measured from the option grant date. The shares subject to each eighteen thousand (18,000)-share automatic option grant shall vest, and the Corporation's repurchase right shall lapse, upon the Optionee's completion of one (1) year of Board service measured from the option grant date. 3. F. Termination of Board Service. The following provisions shall ---------------------------- govern the exercise of any options held by the Optionee at the time the Optionee ceases to serve as a Board member: 1. The Optionee (or, in the event of Optionee's death, the personal representative of the Optionee's estate or the person or persons to whom the option is transferred pursuant to the Optionee's will or in accordance with the laws of descent and distribution) shall have a twelve (12)-month period following the date of such cessation of Board service in which to exercise each such option. 2. During the twelve (12)-month exercise period, the option may not be exercised in the aggregate for more than the number of vested shares of Common Stock for which the option is exercisable at the time of the Optionee's cessation of Board service. 3. Should the Optionee cease to serve as a Board member by reason of death or Permanent Disability, then all shares at the time subject to the option shall immediately vest so that such option may, during the twelve (12)- month exercise period following such cessation of Board service, be exercised for all or any portion of those shares as fully-vested shares of Common Stock. 4. In no event shall the option remain exercisable after the expiration of the option term. Upon the expiration of the twelve (12)-month exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any vested shares for which the option has not been exercised. However, the option shall, immediately upon the Optionee's cessation of Board service for any reason other than death or Permanent Disability, terminate and cease to be outstanding to the extent the option is not otherwise at that time exercisable for vested shares. G. Limited Transferability of Options. The Non-Statutory Options ---------------------------------- granted under the Plan may, in connection with the Optionee's estate plan, be assigned in whole or in part during the Optionee's lifetime to one or more members of the Optionee's immediate family or to a trust established exclusively for the Optionee and/or one or more such family members. The assigned portion may only be exercised by the person or persons who acquire a proprietary interest in the option pursuant to the assignment. The terms applicable to the assigned portion shall be the same as those in effect for the option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Board may deem appropriate. Should an Optionee die while holding an option granted under the Plan, then each such option shall be transferred in accordance with Optionee's will or the laws of descent and distribution. H. Shareholder Rights. The holder of an automatic option shall have ------------------ no shareholder rights with respect to the shares subject to the option until such person shall have exercised the option, paid the exercise price and become a holder of record of the purchased shares. I. Remaining Terms. The remaining terms and conditions of each --------------- automatic option grant shall be as set forth in the form Non-Statutory Stock Option Agreement attached as Exhibit A. 4. VI. CHANGE IN CONTROL/HOSTILE TAKE-OVER A. The shares of Common Stock subject to each option outstanding at the time of a Change in Control but not otherwise vested shall automatically vest in full so that each such option shall, immediately prior to the effective date of such Change in Control, become exercisable for all of those shares as fully-vested shares of Common Stock and may be exercised for all or any portion of those vested shares. Immediately following the consummation of the Change in Control, each automatic option grant shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction. B. All outstanding repurchase rights shall automatically terminate, and the shares of Common Stock subject to those terminated rights shall immediately vest in full, in the event of any Change in Control. C. Upon the occurrence of a Hostile Take-Over, the Optionee shall have a thirty (30)-day period in which to surrender to the Corporation each of his or her outstanding automatic option grants. The Optionee shall in return be entitled to a cash distribution from the Corporation in an amount equal to the excess of (i) the Take-Over Price of the shares of Common Stock at the time subject to each surrendered option (whether or not the Optionee is otherwise at the time vested in those shares) over (ii) the aggregate exercise price payable for such shares. Such cash distribution shall be paid within five (5) days following the surrender of the option to the Corporation. Shareholder approval of this Plan at the 1998 Annual Meeting shall constitute pre-approval of each option grant made under the Plan with such a cash surrender right and the subsequent exercise of that right in accordance with the terms of this Paragraph VI.C, and no approval or consent of the Board shall be required at the time of the actual option surrender and cash distribution. D. Each option which is assumed in connection with a Change in Control (or otherwise continued in full and effect) shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities or other property which would have been issuable to the Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control. Appropriate adjustments shall also be made to the exercise price payable per share under each outstanding option, provided the aggregate exercise price payable for such securities shall remain the same. E. The automatic grant of options under the Plan shall in no way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 5. VII. AMENDMENT OF THE PLAN AND AWARDS The Board has complete and exclusive power and authority to amend or modify the Plan (or any component thereof) in any or all respects whatsoever. However, no such amendment or modification shall adversely affect rights and obligations with respect to options at the time outstanding under the Plan, unless the affected optionees consent to such amendment. In addition, certain amendments to the Plan may require shareholder approval pursuant to applicable law or regulation. VIII. EFFECTIVE DATE AND TERM OF PLAN A. The Plan became effective upon adoption by the Board on June 10, 1998, and was subsequently approved by the shareholders at the 1998 Annual Meeting held on July 28, 1998. B. The Plan shall terminate upon the earliest of (i) June 30, 2008 or (ii) the date on which all shares available for issuance under the Plan shall have been issued as vested shares or cancelled pursuant to the cash-out provisions of the Plan. If the date of termination is determined under clause (i) above, then all option grants outstanding on such date shall thereafter continue to have force and effect in accordance with the provisions of the instruments evidencing such grants. IX. USE OF PROCEEDS Any cash proceeds received by the Corporation from the sale of shares of Common Stock pursuant to the exercise of automatic options granted under the Plan shall be used for general corporate purposes. X. REGULATORY APPROVALS A. The implementation of the Plan, the granting of any option under the Plan and the issuance of Common Stock upon the exercise of the option grants made hereunder shall be subject to the Corporation's procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the options granted under it, and the Common Stock issued pursuant to it. B. No shares of Common Stock or other assets shall be issued or delivered under this Plan unless and until there shall have been compliance with all applicable requirements of Federal and state securities laws, including the filing and effectiveness of the Form S-8 registration statement for the shares of Common Stock issuable under the Plan, and all applicable listing requirements of any securities exchange on which the Common Stock is then listed for trading. 6. XI. NO IMPAIRMENT OF RIGHTS Neither the action of the Corporation in establishing the Plan nor any provision of the Plan shall be construed or interpreted so as to affect adversely or otherwise impair the right of the Corporation or the shareholders to remove any individual from the Board at any time in accordance with the provisions of applicable law. XII. MISCELLANEOUS PROVISIONS A. The provisions of the Plan relating to the exercise of options and the vesting of shares shall be governed by the laws of the State of California, as such laws are applied to contracts entered into and performed in such State. B. The provisions of the Plan shall inure to the benefit of, and be binding upon, the Corporation and its successors or assigns, whether by a Change in Control or otherwise, and the Optionees, the legal representatives of their respective estates, their respective heirs or legatees and their permitted assignees. 7. APPENDIX The following definitions shall be in effect under the Plan: A. Board shall mean the Corporation's Board of Directors. ----- B. Change in Control shall mean a change in ownership or control of ----------------- the Corporation effected through any of the following transactions: a. a merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation's outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction, or b. the sale, transfer or other disposition of all or substantially all of the Corporation's assets in complete liquidation or dissolution of the Corporation, or c. the acquisition, directly or indirectly, by any person or related group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation) of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation's outstanding securities pursuant to a tender or exchange offer made directly to the Corporation's shareholders, or d. a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination. C. Code shall mean the Internal Revenue Code of 1986, as amended. ---- D. Common Stock shall mean the Corporation's common stock. ------------ E. Corporation shall mean Trikon Technologies, Inc., a California ----------- corporation, and any corporate successor to all or substantially of the assets or voting stock of Trikon Technologies, Inc. which shall by appropriate action adopt the Plan. F. Effective Date shall mean June 10, 1998, the date the Board -------------- approved the Plan. G. Eligible Director shall mean a non-employee Board member eligible ----------------- to participate in the Plan in accordance with the eligibility provisions of Article IV. A-1. H. Exercise Date shall mean the date on which the Corporation shall ------------- have received written notice of the option exercise. I. Fair Market Value per share of Common Stock on any relevant date ----------------- shall be determined in accordance with the following provisions: a. If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers on the Nasdaq National Market. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. b. If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question on the Stock Exchange determined by the Board to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. c. If the Common Stock is at the time not traded on the Nasdaq National Market or listed on any Stock Exchange, but is traded on the OTC Bulletin Board, then the Fair Market Value shall be the average of the highest asked price and the lowest bid price per share of Common Stock on the date in question, as such price is reported by the National Association of Securities Dealers on the OTC Bulletin Board. If there is no asked or bid prices for the Common Stock on the date in question, then the Fair Market Value shall be the average of the highest asked and lowest bid price per share of Common Stock on the last preceding date for which such quotations exist. d. If the Common Stock is at the time not listed on any Stock Exchange or traded on the Nasdaq National Market or the OTC Bulletin Board, then the Fair Market Value shall be determined by the Board after taking into account such factors as the Board shall deem appropriate. J. Hostile Take-Over shall mean the acquisition, directly or ----------------- indirectly, by any person or related group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation) of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation's outstanding securities pursuant to a tender or exchange offer made directly to the Corporation's shareholders which the Board does not recommend such shareholders to accept. K. 1934 Act shall mean the Securities Exchange Act of 1934, as amended. -------- A-2. L. Non-Statutory Option shall mean an option not intended to satisfy -------------------- the requirements of Code Section 422. M. Optionee shall mean any person to whom an option is granted under -------- the Plan. N. Parent shall mean any corporation (other than the Corporation) in ------ an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. O. Permanent Disability or Permanently Disabled shall mean the -------------------------------------------- inability of the non-employee Board member to perform his or her usual duties as a Board member by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12) months or more. P. Plan shall mean the Corporation's 1998 Directors Stock Option Plan, ---- as set forth in this document. Q. Stock Exchange shall mean either the American Stock Exchange or the -------------- New York Stock Exchange. R. Subsidiary shall mean any corporation (other than the Corporation) ---------- in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. S. Take-Over Price shall mean the greater of (i) the Fair Market --------------- Value per share of Common Stock on the date the option is surrendered to the Corporation in connection with a Hostile Take-Over or (ii) the highest reported price per share of Common Stock paid by the tender offeror in effecting such Hostile Take-Over. A-3. EX-99.6 9 NOTICE OF GRANT (INITIAL) EXHIBIT 99.6 INITIAL GRANT ------------- TRIKON TECHNOLOGIES, INC. NOTICE OF GRANT OF NON-EMPLOYEE DIRECTOR ---------------------------------------- AUTOMATIC STOCK OPTION ---------------------- Notice is hereby given of the following option grant (the "Option") to purchase shares of the Common Stock of Trikon Technologies, Inc. (the "Corporation"): Optionee: ________________________________________________________ -------- Grant Date: ______________________________________________________ ---------- Exercise Price: $___________________________________ per share -------------- Number of Option Shares: 90,000 shares ----------------------- Expiration Date: _________________________________________________ --------------- Type of Option: Non-Statutory Stock Option -------------- Date Exercisable: Immediately Exercisable ---------------- Vesting Schedule: The Option Shares shall initially be unvested and ---------------- subject to repurchase by the Corporation at the Exercise Price paid per share. Optionee shall acquire a vested interest in, and the Corporation's repurchase right shall accordingly lapse with respect to, the Option Shares in a series of four (4) successive equal annual installments upon the Optionee's completion of each year of service as a member of the Corporation's Board of Directors (the "Board") over the four (4)-year period measured from the Grant Date. In no event shall any additional Option Shares vest after Optionee's cessation of Board service. Optionee understands and agrees that the Option is granted subject to and in accordance with the terms of the automatic option grant program under the Trikon Technologies, Inc. 1998 Directors Stock Option Plan (the "Plan"). Optionee further agrees to be bound by the terms of the Plan and the terms of the Option as set forth in the Automatic Stock Option Agreement attached hereto as Exhibit A. --------- Optionee hereby acknowledges receipt of a copy of the official prospectus for the Plan in the form attached hereto as Exhibit B. A copy of the --------- Plan is available upon request made to the Corporate Secretary at the Corporation's principal offices. REPURCHASE RIGHT. OPTIONEE HEREBY AGREES THAT ALL UNVESTED OPTION ---------------- SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO A REPURCHASE RIGHT EXERCISABLE BY THE CORPORATION AND ITS ASSIGNS. THE TERMS OF SUCH RIGHT SHALL BE SPECIFIED IN A STOCK PURCHASE AGREEMENT, IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION, EXECUTED BY OPTIONEE AT THE TIME OF THE OPTION EXERCISE. No Impairment of Rights. Nothing in this Notice or the attached ----------------------- Automatic Stock Option Agreement or in the Plan shall interfere with or otherwise restrict in any way the rights of the Corporation and the Corporation's stockholders to remove Optionee from the Board at any time in accordance with the provisions of applicable law. Definitions. All capitalized terms in this Notice shall have the ----------- meaning assigned to them in this Notice or in the attached Automatic Stock Option Agreement. ________________________, 199__ Date TRIKON TECHNOLOGIES, INC. By: ________________________ Title: ________________________ _______________________________ OPTIONEE Address: ______________________ _______________________________ ATTACHMENTS - ----------- Exhibit A - Automatic Stock Option Agreement Exhibit B - Plan Summary and Prospectus 2. EXHIBIT A --------- AUTOMATIC STOCK OPTION AGREEMENT -------------------------------- EXHIBIT B --------- PLAN SUMMARY AND PROSPECTUS --------------------------- EX-99.7 10 NOTICE OF GRANT (ANNUAL) EXHIBIT 99.7 ANNUAL GRANT ------------ TRIKON TECHNOLOGIES, INC. NOTICE OF GRANT OF NON-EMPLOYEE DIRECTOR ---------------------------------------- AUTOMATIC STOCK OPTION ---------------------- Notice is hereby given of the following option grant (the "Option") to purchase shares of the Common Stock of Trikon Technologies, Inc. (the "Corporation"): Optionee: -------- ------------------------------------------ Grant Date: ---------- ---------------------------------------- Exercise Price: $ per share -------------- ------- Number of Option Shares: 18,000 shares ----------------------- Expiration Date: --------------- ----------------------------------- Type of Option: Non-Statutory Stock Option -------------- Date Exercisable: Immediately Exercisable ---------------- Vesting Schedule: The Option Shares shall initially be unvested and ---------------- subject to repurchase by the Corporation at the Exercise Price paid per share. Optionee shall acquire a vested interest in, and the Corporation's repurchase right shall accordingly lapse with respect to, the Option Shares upon the Optionee's completion of one (1) year of service as a member of the Corporation's Board of Directors (the "Board") measured from the Grant Date. In no event shall any additional Option Shares vest after Optionee's cessation of Board service. Optionee understands and agrees that the Option is granted subject to and in accordance with the terms of the automatic option grant program under the Trikon Technologies, Inc. 1998 Directors Stock Option Plan (the "Plan"). Optionee further agrees to be bound by the terms of the Plan and the terms of the Option as set forth in the Automatic Stock Option Agreement attached hereto as Exhibit A. --------- Optionee hereby acknowledges receipt of a copy of the official prospectus for the Plan in the form attached hereto as Exhibit B. A copy of the --------- Plan is available upon request made to the Corporate Secretary at the Corporation's principal offices. REPURCHASE RIGHT. OPTIONEE HEREBY AGREES THAT ALL UNVESTED OPTION ---------------- SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION SHALL BE SUBJECT TO A REPURCHASE RIGHT EXERCISABLE BY THE CORPORATION AND ITS ASSIGNS. THE TERMS OF SUCH RIGHT SHALL BE SPECIFIED IN A STOCK PURCHASE AGREEMENT, IN FORM AND SUBSTANCE SATISFACTORY TO THE CORPORATION, EXECUTED BY OPTIONEE AT THE TIME OF THE OPTION EXERCISE. No Impairment of Rights. Nothing in this Notice or the attached ----------------------- Automatic Stock Option Agreement or in the Plan shall interfere with or otherwise restrict in any way the rights of the Corporation and the Corporation's stockholders to remove Optionee from the Board at any time in accordance with the provisions of applicable law. Definitions. All capitalized terms in this Notice shall have the ----------- meaning assigned to them in this Notice or in the attached Automatic Stock Option Agreement. Date ________________________, 199_ TRIKON TECHNOLOGIES, INC. By: ___________________________ Title: ___________________________ __________________________________ OPTIONEE Address: _________________________ __________________________________ ATTACHMENTS - ----------- Exhibit A - Automatic Stock Option Agreement Exhibit B - Plan Summary and Prospectus EXHIBIT A --------- AUTOMATIC STOCK OPTION AGREEMENT -------------------------------- EXHIBIT B --------- PLAN SUMMARY AND PROSPECTUS --------------------------- EX-99.8 11 FORM OF AUTOMATIC STOCK OPTION AGREEMENT EXHIBIT 99.8 TRIKON TECHNOLOGIES, INC. AUTOMATIC STOCK OPTION AGREEMENT -------------------------------- RECITALS - -------- A. The Corporation has implemented the Plan pursuant to which eligible non-employee members of the Board will automatically receive special option grants at periodic intervals over their period of Board service in order to provide such individuals with a meaningful incentive to continue to serve as members of the Board. B. Optionee is an eligible non-employee Board member, and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the automatic grant of an option to purchase shares of Common Stock under the Plan. C. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix. NOW, THEREFORE, it is hereby agreed as follows: 1. Grant of Option. The Corporation hereby grants to Optionee, as --------------- of the Grant Date, a Non-Statutory Option to purchase up to the number of Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option term specified in Paragraph 2 at the Exercise Price. 2. Option Term. This option shall have a term of ten (10) years ----------- measured from the Grant Date and shall accordingly expire at the close of business on the Expiration Date, unless sooner terminated in accordance with Paragraph 5, 6 or 7. 3. Limited Transferability. This option may, in connection with the ----------------------- Optionee's estate plan, be assigned in whole or in part during Optionee's lifetime to one or more members of the Optionee's immediate family or to a trust established for the exclusive benefit of the Optionee and/or one or more such family members. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the option pursuant to such assignment. The terms applicable to the assigned portion shall be the same as those in effect for this option immediately prior to such assignment. Should the Optionee die while holding this option, then this option shall be transferred in accordance with Optionee's will or the laws of descent and distribution. 4. Exercisability/Vesting. ---------------------- (a) This option shall be immediately exercisable for any or all of the Option Shares, whether or not the Option Shares are at the time vested in accordance with the Vesting Schedule, and shall remain so exercisable until the Expiration Date or sooner termination of the option term under Paragraph 5, 6 or 7. (b) Optionee shall, in accordance with the Vesting Schedule set forth in the Grant Notice, vest in the Option Shares in one or more installments over his or her period of Board service. Vesting in the Option Shares may be accelerated pursuant to the provisions of Paragraph 5, 6 or 7. In no event, however, shall any additional Option Shares vest following Optionee's cessation of service as a Board member. 5. Cessation of Board Service. Should Optionee's service as a Board -------------------------- member cease while this option remains outstanding, then the option term specified in Paragraph 2 shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date in accordance with the following provisions: (a) Should Optionee cease to serve as a Board member for any reason (other than death or Permanent Disability) while this option is outstanding, then the period for exercising this option shall be reduced to a twelve (12)-month period (commencing with the date of such cessation of Board service), but in no event shall this option be exercisable at any time after the Expiration Date. During such limited period of exercisability, this option may not be exercised in the aggregate for more than the number of Option Shares (if any) in which Optionee is vested on the date of his or her cessation of Board service. Upon the earlier of (i) the expiration of such twelve (12)-month period ------- or (ii) the specified Expiration Date, the option shall terminate and cease to be exercisable with respect to any vested Option Shares for which the option has not been exercised. (b) Should Optionee die within the twelve (12)-month period following his or her cessation of Board service and hold this option at the time of his or her death, then the personal representative of Optionee's estate or the person or persons to whom the option is transferred pursuant to Optionee's will or in accordance with the laws of descent and distribution shall have the right to exercise this option for any or all of the Option Shares in which Optionee is vested at the time of Optionee's cessation of Board service (less any Option Shares purchased by Optionee after such cessation of Board service but prior to death). Such right of exercise shall terminate, and this option shall accordingly cease to be exercisable for such vested Option Shares, upon the earlier of (i) the expiration of the twelve (12)-month period measured from ------- the date of Optionee's cessation of Board service or (ii) the specified Expiration Date. 2. (c) Should Optionee cease service as a Board member by reason of death or Permanent Disability, then all Option Shares at the time subject to this option but not otherwise vested shall vest in full so that this option may be exercised for any or all of the Option Shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the expiration of the ------- twelve (12)-month period measured from the date of Optionee's cessation of Board service or (ii) the specified Expiration Date, whereupon this option shall terminate and cease to be outstanding. (d) Upon Optionee's cessation of Board service for any reason other than death or Permanent Disability, this option shall immediately terminate and cease to be outstanding with respect to any and all Option Shares in which Optionee is not otherwise at that time vested in accordance with the normal Vesting Schedule or the special vesting acceleration provisions of Paragraph 6 or 7 below. 6. Change in Control. ----------------- (a) In the event of a Change in Control transaction, all Option Shares at the time subject to this option but not otherwise vested shall automatically vest so that this option shall, immediately prior to the specified effective date for the Change in Control, become exercisable for all of those Option Shares as fully-vested shares of Common Stock and may be exercised for all or any portion of those vested shares. Immediately following the consummation of the Change in Control, this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation or its parent company or otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction. (b) If this option is assumed in connection with a Change in Control (or otherwise continued in full force and effect), then this option shall be appropriately adjusted, immediately after such Change in Control, to apply to the number and class of securities or other property which would have been issuable to Optionee in consummation of such Change in Control had the option been exercised immediately prior to such Change in Control, and appropriate adjustments shall also be made to the Exercise Price, provided the -------- aggregate Exercise Price shall remain the same. 7. Hostile Take-Over. ----------------- (a) Optionee shall have an unconditional right, exercisable at the time during the thirty (30)-day period immediately following the consummation of a Hostile Take-Over, to surrender this option to the Corporation in exchange for a cash distribution from the Corporation in an amount equal to the excess of (i) the Take-Over Price of the Option Shares at the time subject to the surrendered option (whether or not those Option Shares are otherwise at the time vested) over (ii) the aggregate Exercise Price payable for such shares. This Paragraph 7(a) limited stock appreciation right shall in all events terminate upon the expiration or sooner termination of the option term and may not be assigned or transferred by Optionee. 3. (b) To exercise the Paragraph 7(a) limited stock appreciation right, Optionee must, during the applicable thirty (30)-day exercise period, provide the Corporation with written notice of the option surrender in which there is specified the number of Option Shares as to which the option is being surrendered. Such notice must be accompanied by the return of Optionee's copy of this Agreement, together with any written amendments to such Agreement. The cash distribution shall be paid to Optionee within five (5) business days following such delivery date. The exercise of such limited stock appreciation right in accordance with the terms of this Paragraph 7 has been pre-approved pursuant to the express provisions of the Plan, and neither the approval of the Plan Administrator nor the consent of the Board shall be required at the time of the actual option surrender and cash distribution. Upon receipt of the cash distribution, this option shall be cancelled with respect to the shares subject to the surrendered option (or the surrendered portion), and Optionee shall cease to have any further right to acquire those Option Shares under this Agreement. The option shall, however, remain outstanding for the balance of the Option Shares (if any) in accordance with the terms and provisions of this Agreement, and the Corporation shall accordingly issue a replacement stock option agreement (substantially in the same form as this Agreement) for those remaining Option Shares. 8. Adjustment in Option Shares. Should any change be made to the --------------------------- Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Corporation's receipt of consideration, appropriate adjustments shall be made to (i) the total number and/or class of securities subject to this option and (ii) the Exercise Price in order to reflect such change and thereby preclude a dilution or enlargement of benefits hereunder. 9. Shareholder Rights. The holder of this option shall not have any ------------------ shareholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the purchased shares. 10. Manner of Exercising Option. --------------------------- (a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable, Optionee (or any other person or persons exercising the option) must take the following actions: (i) To the extent the option is exercised for vested Option Shares, execute and deliver to the Corporation a Notice of Exercise for the Option Shares for which the option is exercised. To the extent this option is exercised for unvested Option Shares, execute and deliver to the Corporation a Purchase Agreement for those unvested Option Shares. (ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: 4. (A) cash or check made payable to the Corporation, (B) shares of Common Stock held by Optionee (or any other person or persons exercising the option) for the requisite period necessary to avoid a charge to the Corporation's earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or (C) to the extent the option is exercised for vested Option Shares, through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons exercising the option) shall concurrently provide irrevocable instructions (I) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation by reason of such exercise and (II) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale. (iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than Optionee) have the right to exercise this option. (b) Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the Exercise Price must accompany the Notice of Exercise (or the Purchase Agreement) delivered to the Corporation in connection with the option exercise. (c) As soon after the Exercise Date as practical, the Corporation shall issue to or on behalf of Optionee (or any other person or persons exercising this option) a certificate for the purchased Option Shares, with the appropriate legends affixed thereto. To the extent any such Option Shares are unvested, the certificates for those Option Shares shall be endorsed with an appropriate legend evidencing the Corporation's repurchase rights and may be held in escrow with the Corporation until such shares vest. (d) In no event may this option be exercised for any fractional shares. 5. 11. No Impairment of Rights. This Agreement shall not in any way ----------------------- affect the right of the Corporation to adjust, reclassify, reorganize or otherwise make changes in its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. In addition, this Agreement shall not in any way be construed or interpreted so as to affect adversely or otherwise impair the right of the Corporation or the shareholders to remove Optionee from the Board at any time in accordance with the provisions of applicable law. 12. Compliance with Laws and Regulations. ------------------------------------ (a) The exercise of this option and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation and Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange (or the Nasdaq National Market, if applicable) on which the Common Stock may be listed for trading at the time of such exercise and issuance. (b) The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to the lawful issuance and sale of any Common Stock pursuant to this option shall relieve the Corporation of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. The Corporation, however, shall use its best efforts to obtain all such approvals. 13. Successors and Assigns. Except to the extent otherwise provided ---------------------- in Paragraph 3 or 6, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Corporation and its successors and assigns and Optionee, Optionee's assigns and the legal representatives, heirs and legatees of Optionee's estate. 14. Notices. Any notice required to be given or delivered to the ------- Corporation under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the address indicated below Optionee's signature line on the Grant Notice. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. 15. Construction. This Agreement and the option evidenced hereby are ------------ made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan. 16. Governing Law. The interpretation, performance and enforcement ------------- of this Agreement shall be governed by the laws of the State of California without resort to that State's conflict-of-laws rules. 6. EXHIBIT I NOTICE OF EXERCISE I hereby notify Trikon Technologies, Inc. (the "Corporation") that I elect to purchase __________ shares of the Corporation's Common Stock (the "Purchased Shares") at the option exercise price of $___________ per share (the "Exercise Price") pursuant to that certain option (the "Option") granted to me under the Corporation's 1998 Directors Stock Option Plan on ____________________, 199___. Concurrently with the delivery of this Exercise Notice to the Corporation, I shall hereby pay to the Corporation the Exercise Price for the Purchased Shares in accordance with the provisions of my agreement with the Corporation (or other documents) evidencing the Option and shall deliver whatever additional documents may be required by such agreement as a condition for exercise. Alternatively, I may utilize the special broker-dealer sale and remittance procedure specified in my agreement to effect payment of the Exercise Price for any Purchased Shares in which I am vested at the time of exercise of the Option. ______________________, 199__ Date _________________________________________________ Optionee Address:_________________________________________ _________________________________________________ Print name in exact manner it is to appear on the stock certificate: _________________________________________________ Address to which certificate is to be sent, if different from address above: _________________________________________________ _________________________________________________ Social Security Number: _________________________________________________ APPENDIX -------- The following definitions shall be in effect under the Agreement: A. Agreement shall mean this Automatic Stock Option Agreement. --------- B. Board shall mean the Corporation's Board of Directors. ----- C. Change in Control shall mean a change in ownership or control of the ----------------- Corporation effected through any of the following transactions: (i) a merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation's outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction, or (ii) the sale, transfer or other disposition of all or substantially all of the Corporation's assets in complete liquidation or dissolution of the Corporation, or (iii) the acquisition, directly or indirectly, by any person or related group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation) of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation's outstanding securities pursuant to a tender or exchange offer made directly to the Corporation's shareholders, or (iv) a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination. D. Common Stock shall mean shares of the Corporation's common stock. ------------ E. Code shall mean the Internal Revenue Code of 1986, as amended. ---- F. Corporation shall mean Trikon Technologies, Inc., a California ----------- corporation. A-1. G. Exercise Date shall mean the date on which the option shall have been ------------- exercised in accordance with Paragraph 10 of the Agreement. H. Exercise Price shall mean the exercise price per share as specified in -------------- the Grant Notice. I. Expiration Date shall mean the date on which the option expires as --------------- specified in the Grant Notice. J. Fair Market Value per share of Common Stock on any relevant date shall ----------------- be determined in accordance with the following provisions: (i) If the Common Stock is at the time traded on the Nasdaq National Market, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question, as the price is reported by the National Association of Securities Dealers on the Nasdaq National Market. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. (ii) If the Common Stock is at the time listed on any Stock Exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question on the Stock Exchange which serves as the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists. K. Grant Date shall mean the date of grant of the option as specified in ---------- the Grant Notice. L. Grant Notice shall mean the Notice of Grant of Stock Option ------------ accompanying the Agreement, pursuant to which Optionee has been informed of the basic terms of the option evidenced hereby. M. Hostile Takeover shall mean the acquisition, directly or indirectly, ---------------- by any person or related group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation) of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation's outstanding securities pursuant to a tender or exchange offer made directly to the Corporation's shareholders which the Board does not recommend such shareholders to accept. A-2. N. 1934 Act shall mean the Securities Exchange Act of 1934, as amended. -------- O. Non-Statutory Option shall mean an option not intended to satisfy the -------------------- requirements of Code Section 422. P. Notice of Exercise shall mean the notice of exercise in the form of ------------------ Exhibit I. Q. Option Shares shall mean the number of shares of Common Stock subject ------------- to the option. R. Optionee shall mean the person to whom the option is granted as -------- specified in the Grant Notice. S. Permanent Disability shall mean the inability of Optionee to perform -------------------- his or her usual duties as a member of the Board by reason of any medically determinable physical or mental impairment which is expected to result in death or has lasted or can be expected to last for a continuous period of twelve (12) months or more. T. Plan shall mean the Corporation's 1998 Directors Stock Option Plan. ---- U. Purchase Agreement shall mean the stock purchase agreement (in form ------------------ and substance satisfactory to the Corporation) which grants the Corporation the right to repurchase, at the Exercise Price, any and all unvested Option Shares held by Optionee at the time of Optionee's cessation of Board service and which precludes the sale, transfer or other disposition of any purchased Option Shares while those shares are unvested and subject to such repurchase right. V. Stock Exchange shall mean the American Stock Exchange or the New York -------------- Stock Exchange. W. Take-Over Price shall mean the greater of (i) the Fair Market Value --------------- ------- per share of Common Stock on the date the option is surrendered to the Corporation in connection with a Hostile Take-Over or (ii) the highest reported price per share of Common Stock paid by the tender offeror in effecting the Hostile Take-Over. X. Vesting Schedule shall mean the vesting schedule specified in the ---------------- Grant Notice, pursuant to which the Option Shares will vest in one or more installments over the Optionee's period of Board service, subject to acceleration in accordance with the provisions of the Agreement. A-3. -----END PRIVACY-ENHANCED MESSAGE-----