X0202 4 2007-10-31 0 0000704532 NANOMETRICS INC NANO 0001399838 Dox Joseph F 1550 BUCKEYE DRIVE MILPITAS CA 95035 1 0 0 0 Common Stock 2007-10-31 4 J 0 216 10.41 D 485 D Common Stock 2008-01-02 4 A 0 2000 0 A 2485 D Common Stock 2007-10-31 4 J 0 6 10.41 D 305 I See footnote Common Stock 2007-10-31 4 J 0 6 10.41 D 1125 I See footnote Shares were forfeited pursuant to an escrow agreement entered into on January 25, 2006 in connection with the acquisition of Accent Optical Technologies, Inc. ("Accent") by the Issuer in satisfaction of certain claims made by the Issuer arising under the merger agreement by and among Issuer, Alloy Merger Corporation, Accent and Sanford S. Wadler, as Stockholder Agent, as amended. 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 shall 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. Shares are held directly by the Alexia Dox Trust (the "AD Trust"). Ira Greenspan is the Trustee of the AD Trust and has sole voting and investment power over the shares held by the AD Trust. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Shares are held directly by the Emilie Dox Trust (the "ED Trust"). Ira Greenspan is the Trustee of the ED Trust and has sole voting and investment power over the shares held by the ED Trust. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. /s/ Quentin B. Wright, by power of attorney 2008-02-08