X0305 4/A 2008-12-30 2009-01-08 0 0000704532 NANOMETRICS INC NANO 0001288101 SMITH STEPHEN J C/O NANOMETRICS, INC. 1550 BUCKEYE DRIVE MILPITAS CA 95035 1 0 0 0 Common Stock 2008-12-30 4 A 0 2000 0 A 4000 D Non-Qualified Stock Option (right to buy) 1.13 2008-12-30 4 A 0 2500 0 A 2013-12-30 Common Stock 2500 2500 D Shares are represented by restricted stock units. Each restricted stock unit represents a contingent right to receive one share of NANO common stock. The restricted stock units vest in three equal annual installments, with the first vesting event occurring on the later of the first anniversary of the date of grant and the opening of any applicable Company trading window; the second vesting event occurring on the later of the second anniversary of the date of grant and the opening of any applicable Company trading window; and the third vesting event occurring on the later of the third anniversary of the date of grant and the opening of any applicable Company trading window. The option becomes exercisable in three equal annual installments beginning on the first anniversary of the date of grant. This amended filing reflects the correction of an administrative error in recording the transaction date (grant date) and the corresponding expiration date and strike price. /s/ Ronald W. Kisling, Attorney-in-Fact 2012-04-16