TRIKON TECHNOLOGIES INC
1998 DIRECTORS STOCK OPTION PLAN
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<TYPE>EX-10.11
<SEQUENCE>6
<FILENAME>b326383ex10_11.txt
<DESCRIPTION>1998 DIRECTORS STOCK OPTION PLAN
<TEXT>
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                                                                   EXHIBIT 10.11

                                                                       EXHIBIT B

                            TRIKON TECHNOLOGIES, INC.

                        1998 DIRECTORS STOCK OPTION PLAN

                       (Amended and Restated May 22, 2003)

     PURPOSE OF THE PLAN

     This 1998 Directors Stock Option Plan (the "Plan") is intended to promote
the interests of Trikon Technologies, Inc., a DelawareDelaware corporation (the
"Corporation"), by providing the non-employee members of the Corporation's Board
of Directors with the opportunity to acquire a proprietary interest, or
otherwise increase their proprietary interest, in the Corporation as an
incentive for them to remain in the service of the Corporation.

     Capitalized terms shall have the meanings assigned to such terms in the
attached Appendix.

     ADMINISTRATION OF THE PLAN

The terms and conditions of each automatic option grant (including the timing
and pricing of the option grant) shall be determined by the express terms and
conditions of the Plan, and neither the Board nor any committee of the Board
shall exercise any discretionary functions with respect to option grants made
pursuant to the Plan.

     STOCK SUBJECT TO THE PLAN

     Shares of the Corporation's Common Stock shall be available for issuance
under the Plan and shall be drawn from either the Corporation's authorized but
unissued shares of Common Stock or from reacquired shares of Common Stock,
including shares repurchased by the Corporation on the open market. The maximum
number of shares of Common Stock which may be issued over the term of the Plan
shall not exceed 150,000 shares, subject to adjustment from time to time in
accordance with the provisions of this Article III.

     Should one or more outstanding options under this Plan expire or terminate
for any reason prior to exercise in full, then the shares subject to the portion
of each option not so exercised shall be available for subsequent option grants
under the Plan. Unvested shares issued under the Plan and subsequently
repurchased by the Corporation, at the option exercise price paid per share,
pursuant to the Corporation's repurchase rights under the Plan, shall be added
back to the number of shares of Common Stock reserved for issuance under the
Plan and shall accordingly be available for reissuance through one or more
subsequent option grants under the Plan. Shares subject to any option or portion
thereof surrendered in accordance with Article VI shall reduce on a
share-for-share basis the number of shares of Common Stock available for
subsequent option grants under the Plan. In addition, should the exercise price
of an outstanding option under the Plan be paid with shares of Common Stock,
then the number of shares of Common Stack available for issuance under the Plan
shall be reduced by the gross number of shares for which the option is
exercised, and not by the net number of shares of Common Stock actually issued
to the option holder.

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     Should any change be made to the Common Stock issuable under the Plan by
reason of any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares or other change affecting the outstanding Common
Stock as a class without the Corporation's receipt of consideration, then
appropriate adjustments shall be made to (i) the maximum number and/or class of
securities issuable under the Plan, (ii) the number and/or class of securities
for which automatic option grants are to be subsequently made per each
newly-elected or continuing non-employee Board member under the Plan., and (iii)
the number and/or class of securities and price per share in effect under each
option outstanding under the Plan. Such adjustments to the outstanding options
are to be effected in a manner which shall preclude the enlargement or dilution
of rights and benefits under such options. The adjustments determined by the
Board shall be final, binding and conclusive.

     ELIGIBILITY

     The individuals eligible to receive automatic option grants pursuant to the
provisions of this Plan shall be limited to (i) those individuals who first
become non-employee Board members at any time on or after the Effective Date,
whether through appointment by the Board or election by the Corporation's
shareholders, and (ii) those individuals who continue to serve as non-employee
Board members at one or more Annual Shareholders Meetings held after the
Effective Date. A non-employee Board member who has previously been in the
employ of the Corporation (or any Parent or Subsidiary) shall not be eligible to
receive an option grant under the Plan at the time he or she first becomes a
non-employee Board member, but shall be eligible to receive periodic option
grants under the Plan while he or she continues to serve as a non-employee Board
member.

     TERMS AND CONDITIONS OF AUTOMATIC OPTION GRANTS

     Grant Date. Option grants under the Plan shall be made on the dates
specified below:

     Each individual who is first elected or appointed as a non-employee Board
member at any time on or after the Effective Date shall automatically be
granted, on the date of such initial election or appointment, a Non-Statutory
Option to purchase twenty thousand (20,000) shares of Common Stock, provided
that individual has not previously been in the employ of the Corporation or any
Parent or Subsidiary.

     On the date of each Annual Shareholders Meeting held after the Effective
Date, each individual who is to continue to serve as an Eligible Director,
whether or not that individual is standing for re-election to the Board at that
particular Annual Meeting, shall automatically be granted a Non-Statutory Option
to purchase eight thousand (8,000) shares of Common Stock, provided such
individual has served as a non-employee Board member for at least six (6)
months. If an Eligible Director is the Chairman of the Board of Directors, the
automatic annual grant shall be for an option to purchase twelve thousand
(12,000) shares of Common Stock, and any reference herein to a eight thousand
(8,000) share option grant shall be deemed to be a reference to an twelve
thousand (12,000) share option grant if such provision applies to the Chairman
of the Board of Directors.


                                       2
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     There shall be no limit on the number of such eight thousand (8,000)-share
option grants any one Eligible Director may receive over his or her period of
Board service, and non-employee Board members who have previously been in the
employ of the Corporation (or any Parent or Subsidiary) shall be eligible to
receive one or more such annual option grants over their period of continued
Board service.

     Shareholder approval of this Plan shall constitute pre-approval of each
option grant made pursuant to the provisions of the Plan and the subsequent
exercise of that option in accordance with its terms.

     Exercise Price. The exercise price per share shall be equal to one hundred
percent (100%) of the Fair Market Value per share of Common Stock on the option
grant date.

     Payment.

     The exercise price shall become immediately due upon exercise of the option
and shall be payable in one of the alternative forms specified below:

     in cash or check made payable to the Corporation; or

     in shares of Common Stock held for the requisite period necessary to avoid
a charge to the Corporation's earnings for financial reporting purposes and
valued at Fair Market Value on the Exercise Date, or

     to the extent the option is exercised for vested shares, through a special
sale and remittance procedure pursuant to which the Optionee shall concurrently
provide irrevocable instructions (A) to a Corporation-designated brokerage firm
to effect the immediate sale of the purchased shares and remit to the
Corporation, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate exercise price payable for the purchased
shares plus all applicable Federal, state and local income and employment taxes
required to be withheld by the Corporation by reason of such exercise and (B) to
the Corporation to deliver the certificates for the purchased shares directly to
such brokerage firm in order to complete the sale.

     Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.

     Option Term. Each automatic grant under the Plan shall have a maximum term
of ten (10) years measured from the automatic grant date.

     Exercise and Vesting of Options. Each option shall be immediately
exercisable for any or all of the option shares. However, no option granted
prior to shareholder approval of the Plan may be exercised unless and until such
approval is obtained. Any shares purchased under the Plan shall be subject to
repurchase by the Corporation, at the exercise price paid per share, upon the
Optionee's cessation of Board service prior to vesting in those shares. The
shares subject to each twenty thousand (20,000)-share automatic option grant
shall vest, and the Corporation's repurchase right shall lapse, in a series of
four (4) successive equal annual installments upon the Optionee's completion of
each year of Board service over the four (4)-year period measured from the
option grant date. The shares subject to each eight thousand (8,000)-share
automatic option grant shall vest, and the Corporation's repurchase right shall
lapse, upon the Optionee's completion of the earlier of (x) one (1) year of
Board service measured from the option grant date, and (y) the date of the next
annual meeting of the stockholders of the Corporation.

                                       3
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     Termination of Board Service. The following provisions shall govern the
exercise of any options held by the Optionee at the time the Optionee ceases to
serve as a Board member:

     The Optionee (or, in the event of Optionee's death, the personal
representative of the Optionee's estate or the person or persons to whom the
option is transferred pursuant to the Optionee's will or in accordance with the
laws of descent and distribution) shall have a twelve (12)-month period
following the date of such cessation of Board service in which to exercise each
such option.

     During the twelve (12)-month exercise period, the option may not be
exercised in the aggregate for more than the number of vested shares of Common
Stock for which the option is exercisable at the time of the Optionee's
cessation of Board service.

     Should the Optionee cease to serve as a Board member by reason of death or
Permanent Disability, then all shares at the time subject to the option, shall
immediately vest so that such option may, during the twelve (12)-month exercise
period following such cessation of Board service, be exercised for all or any
portion of those shares as fully-vested shares of Common Stock.

     In no event shall the option remain exercisable after the expiration of the
option term. Upon the expiration of the twelve (12)-month exercise period or (if
earlier) upon the expiration of the option term, the option shall terminate and
cease to be outstanding for any vested shares for which the option has not been
exercised. However, the option shall, immediately upon the Optionee's cessation
of Board service for any reason other than death or Permanent Disability,
terminate and cease to be outstanding to the extent the option is not otherwise
at that time exercisable for vested shares.

     Limited Transferability of Options. The Non-Statutory Options granted under
the Plan may, in connection with the Optionee's estate plan, be assigned in
whole or in part during the Optionee's lifetime to one or more members of the
Optionee's immediate family or to a trust established exclusively for the
Optionee and/or one or more such family members. The assigned portion may only
be exercised by the person or persons who acquire a proprietary interest in the
option pursuant to the assignment. The terms applicable to the assigned portion
shall be the same as those in effect for the option immediately prior to such
assignment and shall be set forth in such documents issued to the assignee as
the Board may deem appropriate. Should an Optionee die while holding an option
granted under the Plan, then each such option shall be transferred in accordance
with Optionee's will or the laws of descent and distribution.

     Shareholder Rights. The holder of an automatic option shall have no
shareholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.

     Remaining Terms. The remaining terms and conditions of each automatic
option grant shall be as set forte in the form Non-Statutory Stock Option
Agreement attached as Exhibit A.

                                       4
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     CHANGE IN CONTROL/HOSTILE TAKE-OVER

     The shares of Common Stock subject to each option outstanding at the time
of a Change in Control but not otherwise vested shall automatically vest in full
so that each such option shall, immediately prior to the effective date of such
Change in Control, become exercisable for all of those shares as fully-vested
shares of Common Stock and may be exercised for all or any portion of those
vested shares.

     All outstanding repurchase rights shall automatically terminate, and the
shares of Common Stock subject to those terminated rights shall immediately vest
in full, in the event of any Change in Control.

     Upon the occurrence of a Hostile Take-Over, the Optionee shall have a
thirty (30)-day period in which to surrender to the Corporation each of his or
her outstanding automatic option grants. The Optionee shall in return be
entitled to a cash distribution from the Corporation in an amount equal to the
excess of (i) the Take-Over Price of the shares of Common Stock at the time
subject to each surrendered option (whether or not the Optionee is otherwise at
the time vested in those shares) over (ii) the aggregate exercise price payable
for such shares. Such cash distribution shall be paid within five (5) days
following the surrender of the option to the Corporation. Shareholder approval
of this Plan at the 1998 Annual Meeting shall constitute pre-approval of each
option grant made under the Plan with such a cash surrender right and the
subsequent exercise of that right in accordance with the terms of this Paragraph
VI. C, and no approval or consent of the Board shall be required at the time of
the actual option surrender and cash distribution.

     Each option which is assumed in connection with a Change in Control (or
otherwise continued in full force and effect) shall be appropriately adjusted,
immediately after such Change in Control, to apply to the number and class of
securities or other property which would have been issuable to the Optionee in
consummation of such Change in Control had the option been exercised immediately
prior to such Change in Control. Appropriate adjustments shall also be made to
the exercise price payable per share under each outstanding option, provided the
aggregate exercise price payable for such securities shall remain the same,

     The automatic grant of options under the Plan shall in no way affect the
right of the Corporation to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.

     AMENDMENT OF THE PLAN AND AWARDS

     The Board has complete and exclusive power and authority to amend or modify
the Plan (or any component thereof) in any or all respects whatsoever. However,
no such amendment or modification shall adversely affect rights and obligations
with respect to options at the time outstanding under the Plan, unless the
affected optionees consent to such amendment. In addition, certain amendments to
the Plan may require shareholder approval pursuant to applicable law or
regulation.

                                       5
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     EFFECTIVE DATE AND TERM OF PLAN

     The Plan is hereby adopted by the Board to be effective on this 10th day of
June, 1998, subject, however, to shareholder approval at the 1998 Annual
Shareholders Meeting. No options granted under the Plan shall be exercisable,
and no shares shall be issued under the Plan, until such shareholder approval is
obtained. If such shareholder approval is not obtained, then thus Plan shall
terminate, and any outstanding options granted under the Plan shall terminate
immediately and cease to be outstanding,

     The Plan shall terminate upon the earliest of (i) June 30, 2008 or (ii) the
date on which all shares available for issuance under the Plan shall have been
issued as vested shares or cancelled pursuant to the cash-out provisions of the
Plan. If the date of termination is determined under clause (i) above, then all
option grants outstanding on such date shall thereafter continue to have force
and effect in accordance with the provisions of the instruments evidencing such
grants.

     USE OF PROCEEDS

     Any cash proceeds received by the Corporation from the sale of shares of
Common Stock pursuant to the exercise of automatic options granted under the
Plan shall be used for general corporate purposes.

     REGULATORY APPROVALS

     The implementation of the Plan, the granting of any option under the Plan
and the issuance of Common Stock upon the exercise of the option grants made
hereunder shall be subject to the Corporation's procurement of all approvals and
permits required by regulatory authorities having jurisdiction over the Plan,
the options granted under it, and the Common Stock issued pursuant to it.

     No shares of Common Stock or other assets shall be issued or delivered
under this Plan unless and until there shall have been compliance with all
applicable requirements of Federal and state securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the shares
of Common Stock issuable under the Plan, and all applicable listing requirements
of any securities exchange on which the Common Stock is then listed for trading.

     NO IMPAIRMENT OF RIGHTS

     Neither the action of the Corporation in establishing the Plan nor any
provision of the Plan shall be construed or interpreted so as to affect
adversely or otherwise impair the right of the Corporation or the shareholders
to remove any individual from the Board at any time in accordance with the
provisions of applicable law.

     MISCELLANEOUS PROVISIONS

     The provisions of the Plan relating to the exercise of options and the
vesting of shares shall be governed by the laws of the State of Delaware, as
such laws are applied to contracts entered into and performed in such State.


                                       6
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     The provisions of the Plan shall inure to the benefit of, and be binding
upon, the Corporation and its successors or assigns, whether by a Change in
Control or otherwise, and the Optionees, the legal representatives of their
respective estates, their respective heirs or legatees and their permitted
assignees.


                                       7
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                                    APPENDIX

The following definitions shall be in effect under the Plan:

A. Board shall mean the Corporation's Board of Directors.

     Change in Control shall mean a change in ownership or control of the
Corporation effected through any of the following transactions:

     a merger or consolidation in which securities possessing more than fifty
percent (50%) of the total combined voting power of the Corporation's
outstanding securities are transferred to a person or persons different from the
persons holding those securities immediately prior to such transaction, or

     the sale, transfer or other disposition of all or substantially all of the
Corporation's assets in complete liquidation or dissolution of the Corporation,
or

     the acquisition, directly or indirectly, by any person or related group of
persons (other than the Corporation or a person that directly or indirectly
controls, is controlled by, or is under common control with, the Corporation) of
beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
securities possessing more than fifty percent (50%) of the total combined voting
power of the Corporation's outstanding securities pursuant to a tender or
exchange offer made directly to the Corporation's shareholders, or

     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 ceases, by
reason of one or more contested elections for Board membership, to be comprised
of individuals who either (A) have been Board members continuously since the
beginning of such period or (B) 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 (A) who were still in office at the time the Board approved
such election or nomination.

     Code shall mean the Internal Revenue Code of 1986, as amended.

     Common Stock shall mean the Corporation's common stock.

     Corporation shall mean Trikon Technologies, Inc., a Delaware corporation,
and any corporate successor to all or substantially of the assets or voting
stock of Trikon Technologies, Inc, which shall by appropriate action adopt the
Plan.

     Effective Date shall mean June 10, 1998, the date the Board approved the
Plan.

     Eligible Director shall mean a non-employee Board member eligible to
participate in the Plan in accordance with the eligibility provisions of Article
IV.

     Exercise Date shall mean the date on which the Corporation shall have
received written notice of the option exercise.


<PAGE>

     Fair Market Value per share of Common Stock on any relevant date shall be
determined in accordance with the following provisions:

     If the Common Stock is at the time traded on the Nasdaq National Market,
then the Fair Market Value shall be the closing selling price per share of
Common Stock on the date in question, as such price is reported by the National
Association of Securities Dealers on the Nasdaq National Market. If there is no
closing selling price for the Common Stock on the date in question, then the
Fair Market Value shall be the closing selling price on the last preceding date
for which such quotation exists.

     If the Common Stock is at the time listed on any Stock Exchange, then the
Fair Market Value shall be the closing selling price per share of Common Stock
on the date in question on the Stock Exchange determined by the Board to be the
primary market for the Common Stock, as such price is officially quoted in the
composite tape of transactions on such exchange. If there is no closing selling
price for the Common Stock on the date in question, then the Fair Market Value
shall be the closing selling price on the last preceding date for which such
quotation exists.

     Hostile Take-Over shall mean the acquisition, directly or indirectly, by
any person or related group of persons (other than the Corporation or a person
that directly or indirectly controls, is controlled by, or is under common
control with, the Corporation) of beneficial ownership (within the meaning of
Rule 13d,3 of the 1934 Act) of securities possessing more than fifty percent
(50%) of the total combined voting power of the Corporation's outstanding
securities pursuant to a tender or exchange offer made directly to the
Corporation's shareholders which the Board does not recommend such shareholders
to accept.

     1934 Act shall mean the Securities Exchange Act of 1934, as amended.

     Non-Statutory Option shall mean an option not intended to satisfy the
requirements of Code Section 422.

     Optionee shall mean any person to whom an option is granted under the Plan.

     Parent shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

     Permanent Disability or Permanently Disabled shall mean the inability of
the non-employee Board member to perform his or her usual duties as a Board
member by reason of any medically determinable physical or mental impairment
expected to result in death or to be of continuous duration of twelve (12)
months or more.

     Plan shall mean the Corporation's 1998 Directors Stock Option Plan, as set
forth in this document.

     Stock Exchange shall mean either the American Stock Exchange or the New
York Stock Exchange.

<PAGE>

     Subsidiary shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations beginning with the Corporation, provided each
corporation (other than the last corporation) in the unbroken chain owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

     Take-Over Price shall mean the greater of (i) the Fair Market
Value per share of Common Stock on the date the option is surrendered to the
Corporation in connection with a Hostile Take-Over or (ii) the highest reported
price per share. of Common Stock paid by the. tender offeror in effecting such
Hostile Take-Over.



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