**Exhibit10.1**

 

**CYMER, INC.**

**REDUCTION INFORCE SEPARATION BENEFITS PLAN**

 

**Revision2, April 1, 2003**

 

**SECTION 1.**                            **PURPOSE**

 

This Plan (asdefined herein) is designed to provide separation pay and benefits to EligibleEmployees (as defined herein) of the Company (as defined herein) pursuant tothe terms and conditions set forth in this Plan.  The Plan is intended to be an employee welfare benefit plan, asdefined in Section 3(1) of ERISA (as defined herein) and shall be interpretedto effectuate this intent.  Thisdocument shall serve as both a plan document and summary plan description forpurposes of Title I of ERISA.

 

**SECTION 2.**                            **EFFECTIVE DATE AND TERM**

 

Any and all of theCompany’s policies and practices regarding severance benefits or similarpayments upon employment termination or position elimination with respect toEligible Employees, other than written employment or separation agreements withthe Company that provide severance benefits executed prior to the effectivedate of this Plan, are hereby superseded by this Plan, effective as of April 1,2003.  This plan will remain in effectuntil terminated by the Board of Directors of Cymer, Inc. or its designee.

 

**SECTION 3.**                            **DEFINITIONS**

** **

**(a)**                                  **“****BASE PAY”** means the Eligible Employee’s wagesearned on a weekly basis determined as of the Eligible Employee’s TerminationDate (as defined herein), excluding bonuses and commissions, and, if paidhourly, is based on the average number of regularly scheduled hours worked perweek for the three months preceding the Termination Date.

 

**(b)**                                  **“****BOARD”** means the Board of Directors of Cymer, Inc.

 

**(c)**                                  **“****CAUSE****”**means,with respect to a particular Eligible Employee:  (i) fraud, misappropriation,embezzlement or other act of misconduct against the Company; (ii) conviction ofa felony; (iii) violation of any rules or regulations of any governmental orregulatory body which has an adverse effect on the Company; (iv) a materialbreach of the terms of the Eligible Employee’s employment obligations, or abreach of the Eligible Employee’s duty not to engage in any transaction thatrepresents, directly or indirectly, self-dealing with the Company or any of theCompany’s affiliates, which has not been approved by the Company; (v)unsatisfactory performance; (vi) violation of state or federal law in connectionwith the Eligible Employee’s performance of his/her job; (vii) a leave ofabsence exceeding the period allowed by contract, policy or applicable law; or(viii) circumstances beyond the Company’s control including, but not limitedto, fire, flood, explosion, bombing, earthquake, and civil unrest.  Notwithstanding the foregoing, terminationof the Eligible Employee’s employment due to death or disability shall not beconsidered termination for Cause.

 

**(d)**                                  **“****COMMITTEE****”**meansthe Committee of the Board (and any delegatee(s) of such Committee) establishedby the Board to administer this Plan in accordance with its terms.

 

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**(e)**                                  **“****COMPANY”** means Cymer, Inc. and its subsidiaries.

 

**(f)**                                    **“ComparablePosition”** means any position with the Company, regardless of title andresponsibilities, that is located within [50] miles of the location at which the Eligible Employee was performing his or herduties immediately prior to his or her Termination Date and the compensationfor such position is within fifteen percent (15%) of Eligible Employee’s BasePay as of the Eligible Employee’s Termination Date.

 

**(g)**                                 **“EligibleEmployee”**means any non-temporary, full-time orpart-time employee (i.e., working at least 20 hours per week) of the Company(specifically excluding any individual who is not treated by the Company as acommon law employee without regard to the characterization orrecharacterization of such individual’s status by any court or governmentalagency), who is paid from the Company’s United States payroll and who has beennotified by the Company that he or she is subject to Involuntary TerminationWithout Cause as a result of a Reduction in Force and who has not been offereda Comparable Position with the Company. Employees who do not return to work following a leave of absence priorto a Reduction in Force and/or who begin receiving Long-Term Disabilitybenefits are not eligible for the benefits provided herein.

 

**(h)**                                 **“ERISA”**meansthe Employee Retirement Income Security Act of 1974, as amended.

 

**(i)**                                    **“InvoluntaryTerminationWithoutCause”** means anemployee’s dismissal or discharge by the Company for a reason other than forCause.  The termination of an employee’semployment will not be deemed to be an “Involuntary Termination Without Cause”if such termination either occurs as a result of the employee’s death ordisability, or is the result of the employee’s resignation for any reason(including retirement).

 

**(j)**                                    **“Participant”**means anEligible Employee who has fulfilled the requirements of Section 4 herein.

 

**(k)**                                **“Plan”**means this Cymer, Inc.2000 Separation Benefits Plan, as set forth in this instrument and as amendedfrom time to time.

 

**(l)**                                    **“Reduction in Force”** meansthe Involuntary Termination without Cause (as defined in the Plan) of theemployment of two (2) or more full-time or part-time employees of the Companywithin a ninety (90) day period as a result of lack of work, lack of funds,economic slowdowns, technological or structural changes in the Company’soperations, or business, operational or other circumstances which necessitate areduction in the number of employees as a means of ensuring the financialhealth, efficiency and viability of the Company on a short-term or long-termbasis.  The determination as to whethera not a Reduction in Force has occurred under particular circumstances shall bemade by the Committee in its sole and exclusive discretion.

 

**(m)**                              **“ServiceDate”** means the Eligible Employee’s first date ofemployment with the Company or, if rehired by the Company, the adjusted date ofemployment based on the date of rehire.

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**(n)**                                 **“TerminationDate”**means the date of the Eligible Employee’sInvoluntary Termination Without Cause.

 

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**(o)**                                  **“YearsofService”**means thenumber of full years (i.e., a period of twelve complete months) of servicecompleted by the Eligible Employee from the Service Date to the TerminationDate.

 

**SECTION 4.****                            DEPARTUREAND ENTITLEMENT PROCEDURE.**

** **

As a condition toreceiving the severance benefits described in Section 5, the Eligible Employeemust deliver to the Director, Human Resources, or his or her designee aneffective Release and return all Company property within five (5) days of theEligible Employee’s Termination Date. The Release is attached hereto as Exhibit A and is incorporated hereinby reference.  Employees shall receivethe Release upon the distribution of this Plan document.

 

**SECTION 5.****                            PARTICIPATIONAND BENEFITS.**

 

**(a)**                                  **Severance Benefits. **AnEligible Employee who timely returns the signed Release described in Section 4and meets the additional departure conditions described in Section 4 shallbecome a Participant as of the effective date of the Release and the followingshall apply.

 

**(i)**                                    **SeverancePayments. **The Participantshall receive a lump-sum severance payment within one (1) week (seven days) ofbecoming a Participant and the amount of such payment shall be based on theParticipant’s position level (as designated by the Company) and theParticipant’s Years of Service as of the Participant’s Termination Date as setforth below.

 
| **POSITION  LEVEL**                                    |   | **SEVERANCE PAYMENTS**                                                 |
|--------------------------------------------------------|--------|------------------------------------------------------------------------|
|                                                   |   |                                                                   |
| **Director**                                           |   | 4 months Base Salary  plus  1 week Base Salary  per Year of Service    |
|                                                   |   |                                                                   |
| **Manager**                                            |   | **2 months Base Salary plus  1 week Base Salary  per Year of Service** |
|                                                   |   |                                                                   |
| **Senior Level Professional,  Individual Contributor** |   | 2 months Base Salary  plus  1 week Base Salary  per Year of Service    |
|                                                   |   |                                                                   |
| **Supervisor**                                         |   | 1 month Base Salary  plus  1 week Base Salary  per Year of Service     |
|                                                   |   |                                                                   |
| **Exempt or Technical  Employee**                      |   | 1 month Base Salary  plus  1 week Base Salary  per Year of Service     |
|                                                   |   |                                                                   |
| **Non-Exempt Employee**                                |   | 1 week Base Salary  per Year of Service  (minimum 3 weeks Base Salary) |

 

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**(ii)**                                **OutplacementAssistance. **The Participantshall be eligible for outplacement assistance provided by a vendor to be chosenby the Company at the Company’s sole and exclusive discretion for theapplicable period of time based on the Participant’s position level (asdesignated by the Company) and Years of Service as of the Participant’sTermination Date as set forth below.

 
| **POSITION LEVEL**                                     |   | **OUTPLACEMENT  SERVICES** |
|--------------------------------------------------------|--------|----------------------------|
|                                                   |   |                       |
| **Director**                                           |   | 3-months                   |
|                                                   |   |                       |
| **Manager**                                            |   | **1-month**                |
|                                                   |   |                       |
| **Senior Level Professional,  Individual Contributor** |   | 1-month                    |
|                                                   |   |                       |
| **Supervisor**                                         |   | 2-day workshop             |
|                                                   |   |                       |
| **Exempt or Technical  Employee**                      |   | 2-day workshop             |
|                                                   |   |                       |
| **Non-Exempt Employee**                                |   | 2-day workshop             |

 

**(iii)**                            **Medical andDental Coverage. **The Participant and anydependents shall continue to receive the medical and dental coverage in effectas of the Participant’s Termination Date for a period of four (4) weeks from theParticipant’s Termination Date and such coverage shall cease as of the last dayof the month in which such four week period expires.

 

**(b)**                                  **Voluntary Resignation/Termination for Cause.**  Notwithstanding any other provision of thePlan to the contrary, in no event shall an Eligible Employee receive anypayment hereunder if his or her termination is for Cause or occurs as a resultof his or her death or disability, or is the result of his or her resignationfor any reason (including retirement).

 

**(c)**                                  **“At Will” Employment.**  No provision of this Plan alters a Participant’s “at will”employment status with the Company.

 

**(d)**                                  **Offsets/Withholding. **Notwithstandingany other provision of the Plan to the contrary, severance benefits receivedpursuant to this Plan shall be subject to offset(s) and withholding as setforth below.

 

**(i)**                                    Allseverance benefits under this Plan shall be subject to legal deductions andapplicable withholding.

 

**(ii)**                                TheCompany reserves the right to offset the benefits payable under this Plan byany advanced monies the Participant owes the Company.

 

**(iii)**                            Thebenefits and amounts payable under this Plan shall be reduced (but not belowzero) by any severance pay or benefits to which an Eligible Employee orParticipant,

 

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as applicable, isor becomes entitled under any other severance pay plan, agreement, policyor  arrangement.

 

**(iv)**                               Thereshall be no duplication of benefits under this Plan.

 

The Committeeshall determine in its sole and exclusive judgment and discretion whether andin what manner the provisions of this subsection 5(d) shall apply.

 

**(e)**                                  **Loss and Reduction of Benefits; Non-Duplication of Benefits. **Notwithstanding any other provision ofthe Plan to the contrary,  severancebenefits under this Plan shall terminate and/or shall be reduced as set forthbelow.

 

**(i)**                                    Ifan Eligible Employee resigns for any reason prior to his or her TerminationDate, then he/she shall not be entitled to any severance benefits hereunder.

 

**(ii)**                                If,prior to the date on which the severance payment described in subparagraph5(a)(i) is paid, an Eligible Employee or Participant, as applicable, is offereda Comparable Position with the Company, then he or she will not receive thebenefits described in subparagraph 5(a)(i) irrespective of whether or not he orshe accepts such Comparable Position.

 

**(iii)**                            If,during the period represented by the severance payment described insubparagraph 5(a)(i), a Participant is offered and accepts a position (whetherComparable or not) with the Company, then he or she shall not receive anyfurther severance benefits under this Plan [and must repay the portion of thelump sum representing the unexpired severance benefit payment].

 

**(iv)**                               Ifa Participant receives severance benefits provided hereunder, later accepts aposition (whether Comparable or not) with the Company and is subsequentlysubject to Involuntary Termination Without Cause as a result of a Reduction inForce, then any severance benefits to which such Participant becomes entitledunder this Plan or any other severance pay plan, agreement, policy orarrangement shall be reduced by the amount of the severance payment, if any,previously received by such Participant pursuant to subparagraph 5(a)(i)hereunder.

 

**(v)**                                   If,prior to the date on which the severance payment described in subparagraph5(a)(i) is paid, it is discovered that an otherwise Eligible Employee orParticipant, as applicable, engaged in conduct prior to or following his or herTermination Date which would constitute Cause as defined herein, then severancepayments and applicable benefits shall cease immediately and such EligibleEmployee or Participant, as applicable, shall no longer be entitled to anybenefits hereunder.

 

**(vi)**                               Notwithstandingany provision of this Plan, contrary, to the extent that Eligible Employeereceives pay and/or other benefits in lieu of notice under any applicableFederal, state or local law including, but not limited to, the WorkerAdjustment Retraining Notification Act, 29 U.S.C. Section 2101 *et seq.,*orthe California “mini-WARN” Act, the benefits and amounts payable undersubsection 5(a) of this Agreement shall be reduced (but not below zero) by anamount equal to the aggregate amount of such pay and/or other benefits receivedby Eligible Employee in lieu of such notice.

 

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The Committeeshall determine in its sole and exclusive judgment and discretion whether andin what manner the provisions of this subsection 5(e) shall apply

 

**(f)**                                    **Limitation on Employee rights. **The Plan shall not give any employee of the Companythe right to be retained in the service of the Company or to interfere with orrestrict the right of the Company to discharge any employee at any time, forany reason, with or without Cause.

 

**SECTION 6.****                            ADMINISTRATIONAND OPERATION OF THE PLAN**

 

**(a)**                                  **PlanSponsorandAdministrator. **TheCompany is the “Plan Sponsor” and the “Plan Administrator” of the Plan (as suchterms are defined in ERISA) and shall have responsibility for complying withany reporting and disclosure rules applicable to the Plan under ERISA.  In all other respects, except as providedherein, the Plan shall be administered and operated by the Committee and itsdelegatee(s).  The Committee isempowered to construe and interpret the provisions of the Plan and to decideall questions of eligibility for benefits under this Plan and shall make suchdeterminations in its sole and absolute discretion which shall be conclusiveand binding upon all persons.  TheCommittee may at any time delegate to any other named person or body, orreassume therefrom, any of its fiduciary responsibilities or administrativeduties with respect to this Plan.

 

**(b)**                                  Themembers of the Committee shall be the name fiduciaries with respect to thisPlan for purposes of Section 402 of ERISA.

** **

**(c)**                                  TheCommittee may contract with one or more persons including, but withoutlimitation, actuaries, attorneys, accountants and consultants to render advicewith regard to any responsibility it has under the Plan.

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**(d)**                                  Subjectto the limitations of this Plan, the Committee shall from time to timeestablish such rules for the administration of this Plan as it may deemdesirable.

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**(e)**                                  TheCompany shall, to the extent permitted by law, by the purchase of insurance orotherwise, indemnify and hold harmless the members of the Committee and eachother fiduciary with respect to this Plan for liabilities or expenses they andeach of them incur in carrying out their respective duties under the Plan,other than for any liabilities or expenses arising out of such fiduciary’sgross negligence or willful misconduct. A fiduciary shall not be responsible for any breach of responsibility ofany other fiduciary except to the extent provided in Section 405 of ERISA.

 

**SECTION 7.****                            CLAIMS,INQUIRIES AND APPEALS**

 

**(a)**                                  **ApplicationsforBenefitsandInquiries.**  Except as otherwise provided in thissubsection 7(a), no application for benefits is required to receive benefitsunder this Plan.  If an individualbelieves that he or she has been wrongfully denied any benefits under thisPlan, such individual shall submit an application for benefits signed and inwriting to:  Corporate Human Resources,Cymer, Inc., 16750 Via Del Campo Court, San Diego, California 92127, who shallforward such request to the Committee.

 

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**(b)**                                  **DenialofClaims.**  If any application for benefits is denied inwhole or in part, the Committee must notify the claimant, in writing, of thedenial of the application, and of the claimant’s right to review of thedenial.  The written notice of denialwill be set forth in a manner designed to be understood, and will includespecific reasons for the denial, specific references to the Plan provision uponwhich the denial is based, a description of any information or material thatthe Committee needs to complete the review and an explanation of the Plan’sreview procedure.

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**(i)**                                    Thiswritten notice will be provided to the claimant within ninety (90) days afterthe Committee receives the application, unless special circumstances require anextension of time, in which case, the Committee has up to an additional ninety(90) days for processing the application. If an extension of time for processing is required, written notice ofthe extension will be furnished to the claimant before the end of the initial90-day period.

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**(ii)**                                Thisnotice of extension will describe the special circumstances necessitating theadditional time and the date by which the Committee is to render its decisionon the application.  If written noticeof denial of the application for benefits is not furnished within the specifiedtime, the application shall be deemed to be denied.  The claimant will then be permitted to appeal the denial inaccordance with the review procedure described below.

** **

**(c)**                                  **RequestforReview.**  The claimant (or the claimant’s authorizedrepresentative) may appeal a denied benefit claim by submitting a writtenrequest for a review to: Corporate Human Resources, Cymer, Inc., 16750 Via DelCampo Court, San Diego, California 92127, who shall forward such request to theCommittee.

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**(i)**                                    Anyappeal must be submitted within sixty (60) days after the application is denied(or deemed denied).  The Committee willgive the claimant (or the claimant’s representative) an opportunity to reviewpertinent documents in preparing a request for a review.

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**(ii)**                                Arequest for review must set forth all of the grounds on which it is based, allfacts in support of the request and any other matters that the claimant or theclaimant’s representative feel are pertinent. The Committee may require the claimant or the claimant’s representativeto submit additional facts, documents or other material as it may findnecessary or appropriate in making its review.

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**(iii)**                            If theclaimant wishes to submit additional information in connection with an appealfrom the denial (or deemed denial) of benefits, the claimant may be required todo so at the claimant’s own expense.

** **

**(d)**                                  **DecisiononReview.**  The Committee will act on each request forreview within sixty (60) days after receipt of the request, unless specialcircumstances require an extension of time (not to exceed an additional sixty(60) days) for processing the request for a review.  If an extension for review is required, written notice of theextension will be furnished within the initial 60-day period.  The Committee will give written notice ofits decision to the applicant.  In theevent that the Committee confirms the denial of the application for benefits inwhole or in part, the notice will outline the specific Plan provisions uponwhich the decision is based.  If writtennotice of the Committee’s decision is not given within the time prescribedabove, the application will be deemed denied on review.

 

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**(e)**                                  **ExhaustionofRemedies.**  No legal action for benefits under the Planmay be brought until (i) a written application for benefits has been submittedin accordance with the procedures described above, (ii) the person claimingbenefits has been notified by the Committee that the application is denied (orthe application is deemed denied due to the Committee’s failure to act on itwithin the time prescribed), (iii) a written request for a review of theapplication has been submitted in accordance with the appeal proceduredescribed above and (iv) the person appealing the denial has been notified inwriting that the Committee has denied the appeal (or the appeal is deemed to bedenied due to the Committee’s failure to take any action on the claim withinthe time prescribed).

 

**SECTION 8.****                            BASISOF PAYMENTS TO AND FROM THE PLAN**

 

All benefits under the Plan shall be paid by the Company.  The Plan shall be unfunded and benefitshereunder shall be paid only from the general assets of the Company.

 

**SECTION 9.****                            AMENDMENTAND TERMINATION**

 

The Company reserves the right to amend or terminate this Plan at anytime; *provided,however,* that no amendment or termination shall diminish benefits towhich a Participant is currently entitled under this Plan.  Any termination, modification or otheramendment of the Plan shall be only in writing and signed by the President andChief Operating Officer, Cymer, Inc..

 

**SECTION 10.****                     NON-ALIENATIONOF BENEFITS**

 

No Plan benefit may be anticipated, alienated, sold, transferred,assigned, pledged, encumbered or charged, and any attempt to do so will bevoid.

 

**SECTION 11.****                     LEGALCONSTRUCTION**

** **

This Plan shall beinterpreted in accordance with ERISA and, to the extent not preempted by ERISA,with the laws of the State of California.

 

**SECTION 12.****                     OTHER PLANINFORMATION**

 

**PlanIdentification Number:** The Plan ID #501

 

**EmployerIdentification Number:** 33-0175463

 

**Endingof the Plan’s Fiscal Year:** December 31.

 

**Agentfor the Service of Legal Process:**  The Plan’s agent for service of legal process is:  Sr. Vice President, Human Resources, Cymer,Inc., 16750 Via Del Campo Court, San Diego, California 92127.

 

**SECTION 13.****                     STATEMENT OFERISA RIGHTS AND DUTIES**

** **

**(a)**                                  Participantsin this Plan (which is a welfare benefit plan sponsored by the Company) areentitled to certain rights and protections under ERISA, including the right to:

 

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**(i)**                                    Examine,without charge, at the Plan Administrator’s office and at other specifiedlocations, such as work sites, all Plan documents and copies of all documentsfiled by the Plan with the U.S. Department of Labor, such as detailed annualreports;

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**(ii)**                                Obtaincopies of all Plan documents and Plan information upon written request to thePlan Administrator.  The PlanAdministrator may make a reasonable charge for the copies; and

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**(iii)**                            Receivea summary of the Plan’s annual financial report, in the case of a plan which isrequired to file an annual financial report with the Department of Labor.  (Generally, all pension plans and welfareplans with 100 or more participants must file these annual reports.)

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**(b)**                                  Inaddition to creating rights for Plan participants, ERISA imposes duties uponthe people responsible for the operation of the employee benefit plan.  The people who operate the Plan, called“fiduciaries” of the Plan, have a duty to do so prudently and in the interestof Plan participants and beneficiaries.

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**(c)**                                  Noone, including the Company or any other person, may fire any person orotherwise discriminate against him or her in any way to prevent him or her fromobtaining a Plan benefit or exercising rights under ERISA.  If a claim for a Plan benefit is denied inwhole or in part, the claimant must receive a written explanation of the reasonfor the denial.  A claimant has theright to have the Plan review and reconsider his or her claim.

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**(d)**                                  UnderERISA, there are steps an employee can take to enforce the above rights.  For instance, if an employee requestmaterials from the Plan and does not receive them within 30 days, he or she mayfile suit in a federal court.  In such acase, the court may require the Plan Administrator to provide the materials andpay up to $100 a day until the employee receives the materials, unless thematerials were not sent because of reasons beyond the control of the PlanAdministrator.  If an employee has aclaim for benefits that is denied or ignored, in whole or in part, he or shemay file suit in a state or federal court. If it should happen that the Plan fiduciaries misuse the Plan’s money,or if an employee is discriminated against for asserting his or her rights, heor she may seek assistance from the U.S. Department of Labor, or file suit in afederal court.  The court will decidewho should pay court costs and legal fees. If he or she is successful, the court may order the person sued to paythese costs and fees.  If he or she isunsuccessful, the court may order him or her to pay these costs and fees, forexample, if it finds the claim is frivolous.

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**(e)**                                  Ifan employee has any questions about this statement or about his or her rightsunder ERISA, he or she should contact the nearest office of the Pension andWelfare Benefits Administration, U.S. Department of Labor, listed in thetelephone directory, or the Division of Technical Assistance and Inquiries,Pension and Welfare Benefit Administration, U.S. Department of Labor, 200Constitution Avenue N.W., Washington, D.C. 20210.

 

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**EXHIBIT A**

 

**RELEASE AND WAIVER OF CLAIMS**

 

In considerationof the payments and other benefits set forth in Section****4 of the EmploymentAgreement dated April 1, 2002, to which this form is attached, I, [Employee],hereby furnish Cymer, Inc. (the “Company”), with the following release andwaiver (“Release and Waiver”).

 

I hereby release,and forever discharge the Company, its officers, directors, agents, employees,stockholders, successors, assigns, affiliates, parent, subsidiaries, andbenefit plans (the “Releasees”), of and from any and all claims, liabilities,demands, causes of action, costs, expenses, attorneys’ fees, damages,indemnities and obligations of every kind and nature, in law, equity, orotherwise, known and unknown, suspected and unsuspected, disclosed andundisclosed, arising at any time prior to and including my employmenttermination date with respect to any claims relating to my employment and thetermination of my employment, including but not limited to, claims pursuant toany federal, state or local law relating to employment, including, but notlimited to, discrimination claims, claims under the California Fair Employmentand Housing Act, Title VII of the 1964 Civil Rights Act, as amended, theAmericans with Disabilities Act, and the Federal Age Discrimination inEmployment Act of 1967, as amended (“ADEA”), or claims for wrongfultermination, breach of the covenant of good faith, contract claims, tortclaims, and wage or benefit claims, including but not limited to, claims forsalary, bonuses, commissions, stock, stock options, vacation pay, fringebenefits, severance pay or any form of compensation.

 

I also acknowledgethat I have read and understand Section 1542 of the California Civil Code whichreads as follows:  “**A general release does not extend toclaims which the creditor does not know or suspect to exist in his favor at thetime of executing the release, which if known by him must have materiallyaffected his settlement with the debtor.**”****I hereby expressly waive andrelinquish all rights and benefits under that section and any law of anyjurisdiction of similar effect with respect to any claims I may have againstthe Releasees.

 

I furtheracknowledge that I have been advised: (a) I have seven (7) days following theexecution of this Release and Waiver to revoke my consent to this Release andWaiver; and (b) this Release and Waiver shall not be effective until the seven(7) day revocation period has expired.

 
| Date:  |   |           |   | By: |   |
|--------|--------|----------------|--------|-----|--------|
|   |   | **[Employee]** |

 

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**EXHIBIT A**

 

**RELEASE AND WAIVER OF CLAIMS**

 

In considerationof the payments and other benefits set forth in Section****4 of the EmploymentAgreement dated April 1, 2001, to which this form is attached, I, [Employee],hereby furnish Cymer, Inc. (the “Company”), with the following release and waiver(“Release and Waiver”).

 

I hereby release,and forever discharge the Company, its officers, directors, agents, employees,stockholders, successors, assigns, affiliates, parent, subsidiaries, andbenefit plans (the “Releasees”), of and from any and all claims, liabilities,demands, causes of action, costs, expenses, attorneys’ fees, damages,indemnities and obligations of every kind and nature, in law, equity, orotherwise, known and unknown, suspected and unsuspected, disclosed andundisclosed, arising at any time prior to and including my employmenttermination date with respect to any claims relating to my employment and thetermination of my employment, including but not limited to, claims pursuant toany federal, state or local law relating to employment, including, but notlimited to, discrimination claims, claims under the California Fair Employmentand Housing Act, Title VII of the 1964 Civil Rights Act, as amended, theAmericans with Disabilities Act, and the Federal Age Discrimination in EmploymentAct of 1967, as amended (“ADEA”), or claims for wrongful termination, breach ofthe covenant of good faith, contract claims, tort claims, and wage or benefitclaims, including but not limited to, claims for salary, bonuses, commissions,stock, stock options, vacation pay, fringe benefits, severance pay or any formof compensation.

 

I also acknowledgethat I have read and understand Section 1542 of the California Civil Code whichreads as follows:  “**A general release does not extend toclaims which the creditor does not know or suspect to exist in his favor at thetime of executing the release, which if known by him must have materiallyaffected his settlement with the debtor.**”****I hereby expressly waive andrelinquish all rights and benefits under that section and any law of anyjurisdiction of similar effect with respect to any claims I may have againstthe Releasees.

 

I acknowledgethat, among other rights, I am waiving and releasing any rights I may haveunder ADEA, that this Release and Waiver is knowing and voluntary, and that theconsideration given for this Release and Waiver is in addition to anything ofvalue to which I was already entitled as an executive of the Company.  I further acknowledge that I have beenadvised, as required by the Older Workers Benefit Protection Act, that:  (a) the Release and Waiver granted hereindoes not relate to claims which may arise after this Release and Waiver isexecuted; (b) I have the right to consult with an attorney prior to executingthis Release and Waiver (although I may choose voluntarily not to do so); andif I am over 40 years of age upon execution of this Release and Waiver: (c) Ihave forty-five (45) days from the date of termination of my employment withthe Company in which to consider this Release and Waiver (although I may choosevoluntarily to execute this Release and Waiver earlier); (d) I have seven (7)days following the execution of this Release and Waiver to revoke my consent tothis Release and Waiver; and (e) this Release and Waiver shall not be effectiveuntil the seven (7) day revocation period has expired.

 
| Date:  |   |           |   | By: |   |
|--------|--------|----------------|--------|-----|--------|
|   |   | **[Employee]** |

 

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