EXHIBIT 10.6
Onto Innovation Inc.
Employee Restricted Stock Unit Purchase Agreement
THIS AGREEMENT (“Agreement”), dated _________________, 20___ (the “Award Date”), is made between Onto Innovation Inc., a Delaware corporation, hereinafter referred to as the “Company,” and ________________________ (the “Participant”).
Std. Employee RSU Agreement - Rev.080121
(i) paying cash or by personal check, certified check or bank check or wire transfer of immediately available funds;
(ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld; or
(iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld.
The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld. Participant may elect to make prior arrangements with the Stock Service to sell Shares as of the vesting date and apply the appropriate amount of the proceeds thereof to the applicable tax withholding amount and remit any balance of the proceeds to Participant, provided that if Participant elects to have any Shares sold by the Stock Service or otherwise, any such proposed sale of Shares shall be in compliance with and satisfy all requirements and conditions under the Onto Innovation Inc. Insider Trading Compliance Program.
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Participant represents that he or she has read this Agreement and the Plan and is familiar with the terms and provisions of each. Participant acknowledges that the Award is issued pursuant to, and is subject to the terms and conditions of, the Plan, and Participant will be bound by the terms of the Plan as if it were set forth verbatim in this Agreement. Participant agrees to comply with all rules the Committee may establish from time to time with respect
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to the Plan. Participant agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee with respect to any questions arising under the Plan or this Agreement. Participant further acknowledges and agrees that this Agreement (including the Plan) constitutes the entire agreement between the parties with respect to the Award and that this Agreement (including the Plan) supersedes any and all prior agreements, whether written or oral, between the parties with respect to the Award.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the date first set forth above.
ONTO INNOVATION INC. PARTICIPANT
By:___________________________ ______________________________
Name: Name:
Title:
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ATTACHMENT I
NOTICE OF AWARD
Participant Information:
Participant Name: ________________________
Participant Residence Address: «STREET1»
«STREET2»
«CITY», «STATE» «ZIP»
«COUNTRY»
Participant Section 16 Status: Participant FORMCHECKBOX is FORMCHECKBOX is not a Section 16 Insider of Company.
Award Information:
Award Date: ___________________________
Aggregate number of Restricted Stock Units subject to the Award: __________________
Grant Number: ______________________
Type of Award: FORMCHECKBOX Time-based FORMCHECKBOX Other: ___________________________
Vesting Schedule:
FORMCHECKBOX The time-based Award shall vest and Restrictions shall lapse with respect to _______ percent of the Shares subject to the Award (rounded down to the next whole number of shares) on each of the first ______ anniversaries of the Award Date.
FORMCHECKBOX The Award shall vest and Restrictions shall lapse with respect to
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
Additional Vesting Requirements:
____________________________________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________
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Company Stock Plan Administration Service (the “Stock Service”): _________________________
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