EXHIBIT 10.13
EXECUTIVE CHANGE IN CONTROL AGREEMENT
THIS EXECUTIVE CHANGE IN CONTROL AGREEMENT is entered into as of [DATE] (this “Agreement”), by and between Onto Innovation Inc., a Delaware corporation (the “Company”), and [NAME] (the “Executive”).
RECITALS
WHEREAS, the Company desires to create a greater incentive for Executive to remain in the employ of the Company, including in the event of any potential change in control of the Company; and
WHEREAS, the parties desire to memorialize their agreement with respect thereto in the manner set forth herein,
NOW, THEREFORE, in consideration of Executive’s past and future services to the Company and the mutual covenants contained herein, the receipt and adequacy of which is hereby acknowledged, the parties hereto hereby agree as follows:
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To be treated as resigning for Good Reason, Executive must provide written notice to the Company effective within sixty (60) days after the first occurrence of such event, provide the Company with at least thirty (30) days to correct the purported Good Reason, and actually resign effective within sixty (60) days after the earlier of the date the Company provides written notice that it will not correct the Good Reason or the end of the cure period.
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For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with Company.
In addition, to the extent required for compliance with Section 409A, in no event will a Change in Control be deemed to have occurred if such transaction is not also a “change in the ownership or effective control of” the Company or a “change in the ownership of a substantial portion of the assets of” the Company, as determined under Treasury Regulations Section 1.409A-3(i)(5).
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
ONTO INNOVATION INC.
By:
Michael P. Plisinski, CEO
[NAME]
By:
[Name]
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