Exhibit
10.2
FIFTH
AMENDED AND RESTATED STOCK OPTION PLAN
FOR
OUTSIDE DIRECTORS OF TEGAL CORPORATION
*
This Plan addresses the effect of the Company’s 1-to-12 reverse stock split
effected on July 25, 2006.
Tegal
Corporation, a Delaware corporation (the “Company”), hereby amends and restates
the Fourth Amended and Restated Stock Option Plan for Outside Directors of
Tegal
Corporation (as so amended, the “Plan”), incorporating certain amendments
adopted by the Board of Directors July 15, 2005. The Plan was initially adopted
by the Board of Directors and the stockholders of the Company on October
1995,
with an initial effective date of October 18, 1995. The Plan was amended
and
restated on July 16, 1998 by the Board of Directors and such amendment was
approved by the stockholders on September 15, 1998. The Plan was again amended
and restated on July 8, 2000 by the Board of Directors and such amendment
was
approved by the stockholders on September 19, 2000. The Plan was again amended
and restated on July 17, 2001 by the Board of Directors and such amendment
was
approved by the stockholders on September 25, 2001. The Plan was again amended
and restated on July 23, 2004 by the Board of Directors and such amendment
was
approved by the stockholders on September 21, 2004. The plan was again amended
and restated on July 15, 2005 and such amendment was approved by the
stockholders on September 13, 2005. The purposes of the Plan are as
follows:
(1)
To
further the growth, development and financial success of the Company by
providing additional incentives to its outside directors who share in the
responsibility for the management of the Company’s business by assisting them to
become owners of common stock of the Company and thus to benefit directly
from
its growth, development and financial success.
(2)
To
enable
the Company to obtain and retain the services of the type of outside directors
considered essential to the long-range success of the Company by providing
and
offering them an opportunity to become owners of common stock of the
Company.
13.
DEFINITIONS
Whenever
the following terms are used in the Plan, they shall have the meaning specified
below unless the context clearly indicates to the contrary. The masculine
pronoun shall include the feminine and neuter and the singular shall include
the
plural, where the context so indicates.
1.31 BOARD
“Board”
shall mean the Board of Directors of the Company.
13.2 CHANGE
IN CONTROL
“Change
in Control” shall mean a change in ownership or control of the Company effected
through either of the following transactions:
any
person or related group of persons (other than the Company or a person that
directly or indirectly controls, is controlled by, or is under common control
with, the Company) directly or indirectly acquires beneficial ownership (within
the meaning of Rule 13d-3 under the Exchange Act) of securities possessing
more
than fifty percent (50%) of the total combined voting power of the Company’s
outstanding securities pursuant to a tender or exchange offer made directly
to
the Company’s stockholders which the Board does not recommend such stockholders
to accept; or
there
is
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 (rounded
up to the nearest whole number) ceases, by reason of one or more proxy contests
for the election of Board members, to be comprised of individuals who either
have
been Board members continuously since the beginning of such period or
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 (i) who were still
in
office at the time such election or nomination was approved by the
Board.
13.3 COMPANY
“Company”
shall mean Tegal Corporation. In addition, “Company” shall mean any corporation
assuming, or issuing new stock options in substitution for, Options outstanding
under the Plan.
13.4 CORPORATE
TRANSACTION
“Corporate
Transaction” shall mean any of the following stockholder-approved transactions
to which the Company is a party:
a
merger
or consolidation in which the Company is not the surviving entity, except
for a
transaction the principal purpose of which is to change the State in which
the
Company is incorporated, form a holding company or effect a similar
reorganization as to form whereupon this Plan and all Options are assumed
by the
successor entity;
the
sale,
transfer or other disposition of all or substantially all of the assets of
the
Company in complete liquidation or dissolution of the Company in a transaction
not covered by the exceptions to clause (a) above; or
any
reverse merger in which the Company is the surviving entity but in which
securities possessing more than fifty percent (50%) of the total combined
voting
power of the Company’s outstanding securities are transferred to a person or
persons different from those who held such securities immediately prior to
such
merger.
13.5 EXCHANGE
ACT
“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.
13.6 OPTION
“Option”
shall mean an option to purchase the Company’s common stock, $0.01 par value,
granted under the Plan.
13.7 OPTIONEE
“Optionee”
shall mean an Outside Director to whom an Option is granted under the
Plan.
13.8 OUTSIDE
DIRECTOR
“Outside
Director” shall mean a member of the Board who is not an employee of the
Company, a Parent Corporation or a Subsidiary under Section 3401(c) of the
Code
and who is not legally or contractually prohibited from receiving and holding
personally an Option.
13.9 PARENT
CORPORATION
“Parent
Corporation” shall mean any corporation, other than the Company, in an unbroken
chain of corporations ending with the Company if, at the time of the granting
of
the Option, each of the corporations other than the Company owns stock
possessing 50% or more of the total combined voting power of all classes
of
stock in one of the other corporations in such chain.
13.10 PLAN
“Plan”
shall mean The Fifth Amended and Restated Stock Option Plan for Outside
Directors of Tegal Corporation.
13.11 RULE
16B-3
“Rule
16b-3” shall mean that certain Rule 16b-3 under the Exchange Act, including as
such Rule may be amended or superseded in the future.
13.12 SECRETARY
“Secretary”
shall mean the Secretary of the Company.
13.13 SECURITIES
ACT
“Securities
Act” shall mean the Securities Act of 1933, as amended.
13.14 SUBSIDIARY
“Subsidiary”
shall mean any corporation, other than the Company, in an unbroken chain
of
corporations beginning with the Company if, at the time of the granting of
the
Option, each of the corporations other than the last corporation in an unbroken
chain owns stock possessing 50% or more of the total combined voting power
of
all classes of stock in one of the other corporations in such
chain.
13.15 TERMINATION
OF DIRECTORSHIP
“Termination
of Directorship” shall mean the time when an Optionee ceases to be a director of
the Company for any reason, including, without limitation, a termination
by
resignation, failure to be elected, death, disability or retirement. The
Board,
in its absolute discretion, shall determine the effect of all other matters
and
questions relating to Termination of Directorship.
14.
SHARES SUBJECT TO PLAN
14.1 SHARES
SUBJECT TO PLAN
The
shares of stock subject to Options shall be shares of the Company’s common
stock, $0.01 par value (the “Common Stock”). The aggregate number of such shares
which may be issued upon exercise of Options shall not exceed 333,334.
14.2 -
UNEXERCISED OPTIONS
If
any
Option expires or is cancelled without having been fully exercised, the number
of shares subject to such Option but as to which such Option was not exercised
prior to its expiration or cancellation may again be optioned hereunder,
subject
to the limitations of Section 2.1.
14.3 CHANGES
IN COMPANY’S SHARES
In
the
event that the outstanding shares of Common Stock of the Company are hereafter
changed into or exchanged for a different number or kind of shares or other
securities of the Company, or of another corporation, by reason of
reorganization, merger, consolidation, recapitalization, reclassification,
stock
split-up, stock dividend or combination of shares, appropriate adjustments
shall
be made by the Board in the number and kind of shares for the purchase of
which
Options may thereafter be granted, including adjustments of the limitations
in
Section 2.1 on the maximum number and kind of shares which may be issued
on
exercise of Options.
15.
GRANTING OF OPTIONS
15.1 ELIGIBILITY
Any
Outside Director of the Company shall be eligible to be granted
Options.
15.2 TAX
STATUS OF STOCK OPTIONS
Options
granted under the Plan do not qualify as “incentive stock options” under Section
422 of the Internal Revenue Code of 1986, as amended.
15.3 NON-DISCRETIONARY
GRANTS
Any
person who is not an Outside Director on the effective date of this Plan,
but
who later becomes an Outside Director, shall be granted on the date of his
initial election or appointment as an Outside Director an Option to purchase
8,334 shares of Common Stock.
Commencing
on the effective date of this Plan, each Outside Director shall be granted
an
Option to purchase 2,084 shares of Common Stock on the date of each annual
meeting of the Company’s stockholders at which such Outside Director is
re-elected to the Board of Directors; provided, that an Outside Director
who has
received an Option pursuant to Section 3.3(a) above shall not receive an
Option
pursuant to this Section 3.3(b) until his or her initial Option grant pursuant
to Section 3.3(a) shall have vested in full.
Notwithstanding
anything to the contrary, any Outside Director may elect to waive his right
to
be granted an Option under this Section 3.3 by giving a six month advance
written notice of such waiver from the effective date of the Outside Director’s
right to receive such Option.
15.4 DISCRETIONARY
GRANTS
The
Board
shall from time to time, in its absolute discretion, and subject to applicable
limitations of the Plan:
Select
from among the Outside Directors (including Outside Directors who have
previously received Options under the Plan) such of them as in its opinion
should be granted Options;
Determine
the number of shares to be subject to such Options granted to the selected
Independent Directors;
Subject
to the provisions of Article 4 determine the terms and conditions of such
Options, consistent with the Plan.
15.5 NO
OPTION GRANT WHERE PROHIBITED
No
person
shall be granted an Option under the Plan if at the time of such grant, the
grant is prohibited by applicable law or by the policies of the employer
of such
person or of any other company of which such person is a member of the board
of
directors or a general partner.
15.6 OPTIONS
IN LIEU OF CASH COMPENSATION
In
addition to those Options referenced in Sections 3.3 and 3.4, each Outside
Director may elect to receive all or any portion of his or her Director’s Fee
either (i) in cash or (ii) in the form of an Option. “Director’s Fee” shall mean
the amount of compensation set by the Board from time to time and as payable
to
a Director for services as a Director; but shall not include any fees payable
by
reason of Committee membership and/or attendance.
In
order
to receive Director’s Fees in the form of an Option in lieu of cash compensation
the Outside Director must elect in writing at least six months prior to the
date
of payment of the Director’s Fee (the “Payment Date”). The election shall be
irrevocable with respect to the Payment Date for which it is made, and shall
remain in effect for a subsequent Payment Date unless revoked in writing
at
least six months prior to the relevant Payment Date.
16.
TERMS
OF OPTIONS
16.1 OPTION
AGREEMENT
Each
Option shall be evidenced by a written Outside Director Stock Option Agreement,
which shall be executed by the Optionee and an authorized officer of the
Company
and which shall contain such terms and conditions, as the Board shall determine,
consistent with the Plan.
16.2 OPTION
PRICE
Unless
otherwise provided by the Board and set forth in the Outside Director Stock
Option Agreement, the price of the shares of Common Stock subject to each
Option
shall equal the Fair Market Value of such shares on the date such Option
is
granted.
For
purposes of the Plan, the “Fair Market Value” of a share of the Common Stock as
of a given grant date shall be:
the
closing price of a share of the Common Stock on the principal exchange on
which
shares of the Common Stock are then trading, if any, on such grant date,
or, if
shares were not traded on such grant date, then on the next preceding trading
day during which a sale occurred; or
if
the Common Stock is not traded on an exchange but is quoted on Nasdaq or
a
successor quotation system,
the
last reported sales price (if the Common Stock is then quoted on the Nasdaq
National Market) or
the
mean between the closing representative bid and asked prices (in all other
cases) for the Common Stock on such grant date as reported by Nasdaq or such
successor quotation system; or (iii) if the Common Stock is not publicly
traded
on an exchange and not quoted on Nasdaq or a successor quotation system,
the
mean between the closing bid and asked prices for the Common Stock, on such
grant date, as determined in good faith by the Board; or (iv) if the Common
Stock is not publicly traded, the fair market value established by the Board
acting in good faith.
16.3 COMMENCEMENT
OF EXERCISABILITY
Subject
to Section 4.7, each Option granted pursuant to Section 3.3(a) shall become
exercisable on the first anniversary of the date of Option grant.
Subject
to Section 4.7, each Option granted pursuant to Section 3.3(b) shall become
exercisable as to 1/12th of the total number of shares subject to the Option
on
the first day of each calendar month following the date of Option
grant.
Notwithstanding
the foregoing, an Outside Director may not exercise an otherwise exercisable
Option granted pursuant to Section 3.3 or 3.4 unless such Outside Director
attended at least seventy-five percent (75%) of the meetings of the Board
during
the twelve month period (the “Attendance Period”) preceding the date of exercise
of the Option; provided, however, that installments of an Option which becomes
exercisable prior to the commencement of the Attendance Period shall remain
exercisable by the Optionee.
All
Options granted under Section 3.6 will be fully vested and exercisable on
the
date of Option grant.
At
any
time after grant of an Option, the Board may, in its sole and absolute
discretion and subject to whatever terms and conditions it selects, accelerate
the period during which an Option vests.
No
portion of an Option which is unexercisable at Termination of Directorship
shall, under any circumstances, thereafter become exercisable.
16.4 EXPIRATION
OF OPTIONS
Subject
to Section 4.7, in the event of the Optionee’s Termination of Directorship, such
Optionee may exercise his or her Option within such period of time as is
specified in the Outside Director Stock Option Agreement to the extent that
the
Option is vested and exercisable on the date of termination. In no event
may an
Option be exercised to any extent by anyone after ten years from the date
the
Option was granted. If, after termination, the Optionee does not exercise
his or
her Option within the time period specified herein or in the Outside Director
Stock Option Agreement, the Option shall terminate and the shares covered
by
such Option shall again become available for issuance under the
Plan.
16.5 CONSIDERATION
In
consideration of the granting of the Option, the Optionee shall agree, in
the
written Outside Director Stock Option Agreement, to serve as a Director of
the
Company until the next annual meeting of the stockholders of the Company.
Nothing in this Plan or in any Outside Director Stock Option Agreement hereunder
shall confer upon any Optionee any right to continue as a director of the
Company.
16.6 CHANGES
IN COMMON STOCK OR ASSETS OF THE COMPANY, ACQUISITION OR LIQUIDATION OF THE
COMPANY AND OTHER CORPORATE EVENTS
Subject
to Section 4.7, in the event that the Board determines that any dividend
or
other distribution (whether in the form of cash, Common Stock, other securities,
or other property), recapitalization, reclassification, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, liquidation, dissolution, or sale, transfer, exchange
or other disposition of all or substantially all of the assets of the Company,
or exchange of Common Stock or other securities of the Company, issuance
of
warrants or other rights to purchase Common Stock or other securities of
the
Company, or other similar corporate transaction or event, in the Board’s sole
discretion, affects the Common Stock such that an adjustment is determined
by
the Board to be appropriate in order to prevent dilution or enlargement of
the
benefits or potential benefits intended to be made available under the Plan
or
with respect to an Option, then the Board shall, in such manner as it may
deem
equitable, adjust any or all of
the
number and kind of shares of Common Stock (or other securities or property)
with
respect to which Options may be granted or awarded (including, but not limited
to, adjustments of the limitations in Section 2.1 on the maximum number and
kind
of shares which may be issued),
the
number and kind of shares of Common Stock (or other securities or property)
subject to outstanding Options, and
the
exercise price with respect to any Option.
16.7 OCCURRENCE
OF A CHANGE IN CONTROL OR CORPORATE TRANSACTION
Upon
the
occurrence of either a Change in Control or a Corporate Transaction, each
Option
outstanding under the Plan shall be exercisable as to all shares covered
thereby, notwithstanding anything to the contrary in Section 4.3(a) or Section
4.3(b). Upon the occurrence of any Change in Control, or upon stockholder
approval of any Corporate Transaction, the Company shall promptly provide
written notice thereof to each Optionee. No Option may be exercised to any
extent after the occurrence of a Corporate Transaction; provided, however,
that
such termination of exercise rights shall not occur until after the related
Corporate Transaction has closed and appropriate arrangements shall be made
to
permit any Options outstanding to be exercised in connection with such closing.
17.
EXERCISE
OF OPTIONS
17.1 PERSON
ELIGIBLE TO EXERCISE
During
the lifetime of the Optionee, only the Optionee may exercise an Option granted
to the Optionee, or any portion thereof unless it has been disposed of pursuant
to a qualified domestic relations order as defined under the Internal Revenue
Code of 1986, as amended, or Title I of the Employee Retirement Income Security
Act of 1974, as amended, or the rules thereunder. After the death of the
Optionee, any exercisable portion of an Option may, prior to the time when
such
portion becomes unexercisable under Section 4.4 or Section 4.7, be exercised
by
the Optionee’s personal representative or by any person empowered to do so under
the deceased Optionee’s will or under the then applicable laws of descent and
distribution.
17.2 PARTIAL
EXERCISE
Subject
to Section 4.3, at any time and from time to time prior to the time when
an
exercisable Option or exercisable portion thereof become unexercisable under
Section 4.4 or Section 4.7, such Option or portion thereof may be exercised
in
whole or in part; provided, however, that in no event may an Option be exercised
as to less than one hundred (100) shares at any one time, or the remaining
shares covered by the Option if less than two hundred (200); provided, further,
that the Company shall not be required to issue fractional shares.
17.3 MANNER
OF EXERCISE
An
exercisable Option, or any exercisable portion thereof, may be exercised
solely
by delivery to the Secretary or his office of all of the following prior
to the
time when such Option or such portion becomes unexercisable under Section
4.4 or
Section 4.7:
Notice
in
writing signed by the Optionee or other person then entitled to exercise
such
Option or portion thereof, stating that such Option or portion thereof is
exercised, such notice complying with any applicable rules established by
the
Board;
Full
payment for the shares with respect to which such Option or portion thereof
is
thereby exercised (i) in cash or by check,
with
the consent of the Board, in shares of Common Stock held by the Optionee
for at
least six (6) months with a Fair Market Value equal to the aggregate exercise
price of the Option or exercised portion thereof on the date of Option exercise,
(iii) with the consent of the Board, in surrendered shares of Common Stock
issuable upon the exercise of the Option with a Fair Market Value equal to
the
aggregate exercise price of the Option or exercised portion thereof on the
date
of Option exercise, (iv) with the consent of the Board, any combination of
the
foregoing, or (v) by other means authorized by the Board;
Such
representations and documents as the Board, in its absolute discretion, deems
necessary or advisable to effect compliance with all applicable provisions
of
the Securities Act and any other federal or state securities laws or
regulations. The Board may, in its absolute discretion, also take whatever
additional actions it deems appropriate to effect such compliance including,
without limitation, placing legends on share certificates and issuing
stop-transfer orders to transfer agents and registrars; and
In
the
event that the Option or portion thereof shall be exercised pursuant to Section
5.1 by any person or persons other than the Optionee, appropriate proof of
the
right of such person or persons to exercise the Option or portion
thereof.
17.4 CONDITIONS
TO ISSUANCE OF STOCK CERTIFICATES
The
shares of stock issuable and deliverable upon the exercise of an Option,
or any
portion thereof, may be either previously authorized but unissued shares
or
issued shares which have then been reacquired by the Company. Such shares
shall
be fully paid and nonassessable. The Company shall not be required to issue
or
deliver any certificate or certificates for shares of stock purchased upon
the
exercise of any Option or portion thereof prior to fulfillment of all of
the
following conditions:
The
admission of such shares to listing or quotation on all stock exchanges or
automated quotation services on which such class of stock is then listed
or
quoted, as the case may be;
The
completion of any registration or other qualification of such shares under
any
state or federal law or under the rulings or regulations of the Securities
and
Exchange Commission or any other governmental regulatory body, which the
Board
shall, in its absolute discretion, deem necessary or advisable;
The
obtaining of any approval or other clearance from any state or federal
governmental agency which the Board shall, in its absolute discretion, determine
to be necessary or advisable;
The
payment to the Company of all amounts which it is required to withhold, if
any,
under federal, state or local law in connection with the exercise of the
Option;
and
The
lapse
of such reasonable period of time following the exercise of the Option as
the
Board may establish from time to time for reasons of administrative
convenience.
17.5 RIGHTS
AS STOCKHOLDERS
The
holders of Options shall not be, nor have any of the rights or privileges
of,
stockholders of the Company in respect of any shares purchasable upon the
exercise of any part of an Option unless and until certificates representing
such shares have been issued by the Company to such holders.
18.
ADMINISTRATION
18.1 DUTIES
AND POWERS OF THE BOARD
It
shall
be the duty of the Board to conduct the general administration of the Plan
in
accordance with its provisions. The Board shall have the power to interpret
the
Plan and the Options and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and
to
interpret, amend or revoke any such rules.
18.2 MAJORITY
RULE
The
Board
shall act by a majority of its members in office. The Board may act either
by
vote at a meeting or by a memorandum or other written instrument signed by
a
majority of the Board.
18.3 COMPENSATION;
PROFESSIONAL ASSISTANCE; GOOD FAITH ACTIONS
Members
of the Board shall receive no additional compensation for their services
under
the Plan. All expenses and liabilities incurred by members of the Board in
connection with the administration of the Plan shall be borne by the Company.
The Board may employ attorneys, consultants, accountants, appraisers, brokers
or
other persons. The Board and the Company shall be entitled to rely upon the
advice, opinions or valuations of any such persons. All actions taken and
all
interpretations and determinations made by the Board in good faith shall
be
final and binding upon all Optionees, the Company and any other interested
persons. No member of the Board shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan
or
the Options, and all members of the Board shall be fully protected by the
Company in respect to any such action, determination or interpretation.
19.
OTHER
PROVISIONS
19.1 OPTIONS
NOT TRANSFERABLE
No
Option
or interest or right therein or part thereof shall be liable for the debts,
contracts or engagements of the Optionee or his successors in interest or
shall
be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be voluntary
or involuntary or by operation of law, by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including, without
limitation, bankruptcy), and any attempted disposition thereof shall be null
and
void and of no effect; provided, however, that nothing in this Section 7.1
shall
prevent transfers by will or by the applicable laws of descent and distribution
or pursuant to a qualified domestic relations order as defined under the
Internal Revenue Code of 1986, as amended, or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder.
19.2 AMENDMENT,
SUSPENSION OR TERMINATION OF THE PLAN
The
Plan
may be wholly or partially amended or otherwise modified, suspended or
terminated at any time or from time to time by the Board. However, unless
otherwise determined by the Board and permitted by Rule 16b-3 as then in
effect,
without approval of the Company’s stockholders given within 12 months before or
after the action by the Board, no action of the Board may, except as provided
in
Section 2.3, increase the limits imposed in Section 2.1 on the maximum number
of
shares which may be issued on exercise of Options, extend the limit imposed
in
this Section 7.2 on the period during which Options may be granted, or amend
or
modify the Plan in a manner requiring stockholder approval under Rule 16b-3
or
the Code. Neither the amendment, suspension nor termination of the Plan shall,
without the consent of the holder of the Option, alter or impair any rights
or
obligations under any Option theretofore granted.
The
Plan
is intended to conform to the extent necessary with all provisions of the
Securities Act and the Exchange Act and any and all regulations and rules
promulgated by the Securities and Exchange Commission thereunder including,
without limitation, Rule 16b-3. Notwithstanding anything herein to the contrary,
the Plan shall be administered, and Options shall be granted and may be
exercised, only in such a manner as to conform to such laws, rules and
regulations. To the extent permitted by applicable law and notwithstanding
Section 7.2(a), the Plan and Options granted hereunder shall be deemed amended
to the extent necessary to conform to such laws, rules and
regulations.
No
Option
may be granted during any period of suspension nor after termination of the
Plan, and in no event may any Option be granted under the Plan after July
14,
2015.
19.3 EFFECTIVE
DATE; APPROVAL OF PLAN AND OPTIONS BY STOCKHOLDERS
The
Plan
shall be effective as of the date the Plan is approved by the Company’s
stockholders. If such approval is not obtained, the Plan shall have no force
or
effect. Options may be granted prior to such stockholder approval under the
circumstances and to the extent provided in the Plan; provided, however,
that
Options so granted shall be conditioned upon the stockholders’ approval and
shall provide that if such approval is not obtained, the Options shall be
null
and void and of no further force or effect.
19.4 EFFECT
OF PLAN UPON OTHER OPTION AND COMPENSATION PLANS
The
adoption of the Plan shall not affect any other compensation or incentive
plans
in effect for directors of the Company. Nothing in the Plan shall be construed
to limit the right of the Company to grant or assume options otherwise than
under the Plan in connection with any proper corporate purpose, including,
without limitation, the grant or assumption of options in connection with
the
acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or association.
19.5 -
NOTICES
Any
notice to be given under the terms of the Plan to the Company shall be addressed
to the Company in care of its Secretary and any notice to be given to any
Optionee shall be addressed to such Optionee at such Optionee’s last address as
reflected in the Company’s records. By a notice given pursuant to this Section
7.5, either party may designate a different address for notices to be given
to
it, him or her. Any notice which is required to be given to an Optionee,
if the
Optionee is then deceased, be given to the Optionee’s personal representative if
such representative has previously informed the Company of his status and
address by written notice under this Section 7.5. Any notice shall have been
deemed duly given if enclosed in a properly sealed envelope or wrapper addressed
as aforesaid at the time it is deposited (with postage prepaid) in a post
office
or branch post office regularly maintained by the United States Postal
Service.
19.6 TITLES
Titles
are provided herein for convenience only and are not to serve as a basis
for
interpretation or construction of the Plan.
______________
I
hereby
certify that the foregoing Plan was duly adopted by the Board of Directors
of
Tegal Corporation as of July 15, 2005.
| |
|
|
| |
|
/s/ THOMAS
R.
MIKA |
| |
Thomas
R. Mika |
| |
Secretary
|