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

Item 5.02 – Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Approval of 2016 Bonuses for Executive Officers

On February 8, 2017, the Compensation Committee (the Committee)
of the Board of Directors of Nanometrics Incorporated approved
the 2016 bonuses for the following executive officers of
Nanometrics:

Approval of 2017 Base Salaries and Target Bonuses for Executive
Officers

On February 8, 2017, the Committee of the Board of Directors of
Nanometrics Incorporated approved the following 2017 salaries and
target bonuses for the following executive officers (the
Executive Officers) of Nanometrics:

Actual bonus for 2017 for these executive officers may range
between 0% and 200% of the target bonus amount depending on
Nanometrics’ actual financial performance as compared to
specified targets of 2017 revenues and non-GAAP operating income
(defined as GAAP operating income as adjusted for amortization of
intangibles and certain non-recurring items).

Grant of Performance-Based Vesting Stock Units to Executive
Officers

On February 8, 2017, the Committee granted to the Executive
Officers performance-based vesting stock units (PSUs) to acquire
shares of Nanometrics common stock to the Nanometrics
Incorporated 2005 Equity Incentive Plan (the Plan), as set forth
below.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 is
the target number of shares to vest if the target vesting
criteria are met; the Executive Officers 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 8, 2017 (February 9, 2017, for Dr. Stultz), the
Committee granted to the Executive Officers 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.

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.

Nanometrics Incorporated (NASDAQ:NANO) Recent Trading Information

Nanometrics Incorporated (NASDAQ:NANO) closed its last trading session 00.00 at 26.22 with 296,293 shares trading hands.