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Nanometrics Incorporated (NASDAQ:NANO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Nanometrics Incorporated (NASDAQ:NANO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Approval of 2017 Bonuses for Executive Officers

On February 23, 2018 (February 28, 2018, with respect to Dr. Lesaicherre) the Compensation Committee (the “Committee”) of the Board of Directors of Nanometrics Incorporated approved the 2017 bonuses for the following former and current executive officers of Nanometrics:

Executive Officer

Title

2017 Bonus

Pierre-Yves Lesaicherre

President and Chief Executive Officer

$52,885*

Timothy J. Stultz, Ph.D.

Former President and Chief Executive Officer

$485,000

Dr. S. Mark Borowicz

Former Executive Vice President, Business Operations

$180,420

Janet Taylor

General Counsel

$122,220

Kevin Heidrich

Senior Vice President, Corporate Development

$116,982

Rollin Kocher

Senior Vice President, Sales and Marketing

$154,715

*Dr. Lesaicherre joined the Company on November 27, 2017, and to the terms of his employment agreement his bonus is prorated for the portion of 2017 in which he was employed by the Company.

Approval of 2018 Base Salaries and Target Bonuses for Executive Officers

On February 23, 2018, the Committee approved the following 2018 salaries and target bonuses for the following executive officers of Nanometrics:

Executive Officer

Title

2018 Base Salary

2018 Target Bonus as a Percentage of Base Salary

Janet Taylor

General Counsel

$300,000

50%

Kevin Heidrich

Senior Vice President, Corporate Development

$280,000

45%

Rollin Kocher

Senior Vice President, Sales and Marketing

$310,000

60%

Grant of Performance-Based Vesting Stock Units to Executive Officers

On February 23, 2018, the Committee granted to Rollin Kocher, Senior Vice President, Sales and Marketing, performance-based vesting stock units (“PSUs”) to acquire 7,270 shares of Nanometrics common stock to the Nanometrics Incorporated 2005 Equity Incentive Plan (the “Plan”).The PSUs will vest in three equal tranches over one, two and three years, subject to the stock performance of Nanometrics common stock achieving specified levels.The number of shares that will vest if the target vesting criteria are met is 4,847 shares; Mr. Kocher can acquire up to 150% of the target number of share if the vesting criteria are met at specified levels in excess of the target vesting criteria.

Grant of Restricted Stock Units to Executive Officers

On February 23, 2018, the Committee granted to the following executive officers of Nanometrics restricted stock units (“RSUs”), each RSU representing the right to be issued one (1) share of Nanometrics common stock upon vesting,

to the Plan, as set forth below. The RSUs vest with respect to 1/3 of the shares on each anniversary of the date of grant.

Executive Officer

Title

Number of RSUs

Janet Taylor

General Counsel

16,482

Kevin Heidrich

Senior Vice President, Corporate Development

12,604

Rollin Kocher

Senior Vice President, Sales and Marketing

19,391

About Nanometrics Incorporated (NASDAQ:NANO)
Nanometrics Incorporated (Nanometrics) provides process control metrology and inspection systems used in the fabrication of integrated circuits, high-brightness light emitting diodes (HB-LEDs), discrete components and data storage devices. The Company operates in the segment of sale, design, manufacture, marketing and support of thin film and optical critical dimension systems. The Company’s automated and integrated systems address process control applications, including critical dimension and film thickness measurement, device topography, defect inspection, and analysis of various other film properties, such as optical, electrical and material characteristics. The Company’s process control solutions are deployed throughout the fabrication process, from front-end-of-line substrate manufacturing, to high-volume production of semiconductors and other devices, to advanced wafer-scale packaging applications.

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