**Exhibit 10.1**

**AMENDED AND RESTATED EMPLOYMENT AGREEMENT**

**THIS AMENDED AND RESTATEDEMPLOYMENT AGREEMENT**(the “***Agreement***”)is made and entered into effective as of January 2, 2007 (“***EffectiveDate***”) by and between **CYMER,INC.**, a Nevada corporation (the “***Company***”)and the Company’s **Vice President, Controllerand Chief Acccounting Officer**, **RAEANN  WERNER** (the “***Employee***”).  This Agreement shall replace and supersedethat certain Employment Agreement between Employee and the Company entered intoeffective as of **May 1, 2003** (the “***Original Employment Agreement***”).

**RECITALS**

A.            TheCompany and Employee previously entered into the Original Employment Agreementand desire to amend and restate the Original Employment Agreement in itsentirety as set forth herein, effective as of the Effective Date.

B.            TheCompany may from time to time need to address the possibility of an acquisitiontransaction or change of control event. The Board of Directors of the Company (the “***Board***”)recognizes that such events can be a distraction to the Employee and can causethe Employee to consider alternative employment opportunities.  The Board has determined that it is in thebest interests of the Company and its stockholders to assure that the Company willhave the continued dedication and objectivity of the Employee, notwithstandingthe possibility, threat or occurrence of a Change of Control (as defined below)of the Company, although no such Change of Control is now contemplated.

C.            TheBoard believes that it is in the best interests of the Company and itsstockholders to provide the Employee with an incentive to continue the Employee’semployment and to motivate the Employee to maximize the value of the Companyupon a Change of Control for the benefit of its stockholders.

D.            TheBoard believes that it is imperative to provide the Employee with certainbenefits upon a Change of Control and, under certain circumstances, upontermination of the Employee’s employment in connection with a Change ofControl, which benefits are intended to provide the Employee with financialsecurity and provide sufficient incentive and encouragement to the Employee toremain with the Company notwithstanding the possibility of a Change of Control.

E.             Toaccomplish the foregoing objectives, the Board has directed the Company, uponexecution of this Agreement by the Employee, to agree to the terms providedherein.

F.             Certaincapitalized terms used in this Agreement are defined in Section 7 below.

**AGREEMENT**

In consideration of the mutual covenants hereincontained, and in consideration of the continuing employment of the Employee bythe Company, the parties agree as follows:

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**1.             Duties and Scope of Employment.**  The Company shall employ the Employee in theposition of **Vice President, Controller and ChiefAcccounting Officer** as such position has been defined in terms ofresponsibilities and compensation as of the Effective Date of this Agreement; *provided, however*, that the Board shall have the right, atany time prior to the occurrence of a Change of Control, to revise suchresponsibilities and compensation as the Board in its discretion may deemnecessary or appropriate.  The Employeeshall comply with and be bound by the Company’s operating policies, proceduresand practices from time to time in effect during the Employee’semployment.  During the term of theEmployee’s employment with the Company, the Employee shall continue to devotethe Employee’s full time, skill and attention to the Employee’s duties andresponsibilities, and shall perform them faithfully, diligently andcompetently, and the Employee shall use the Employee’s best efforts to furtherthe business of the Company and its affiliated entities.

**2.             Base Compensation.**  The Company shall pay the Employee ascompensation for the Employee’s services a base salary, which as the EffectiveDate of this Agreement is at the annualized rate of $**240,394.18**(andwhich may be modified from time to time in accordance with this Agreement, the “***Base Compensation***”).  The Base Compensation shall be paidperiodically in accordance with normal Company payroll practices.  The Board or the Compensation Committee ofthe Board shall review the Base Compensation according to normal Companypractice, but no less frequently than annually, and may in its discretionmodify the Base Compensation but may not decrease the Base Compensation belowthe dollar amount specified above, unless Employee consents to such reduction.

**3.             Incentive Compensation. **During the term of this Agreement, the Employee shallbe eligible to receive payments under the Company’s various incentive and bonusprograms as approved from time to time by the Board or the CompensationCommittee of the Board in either’s sole discretion.  Any payment payable thereunder shall bepayable in accordance with the applicable program and the Company’s normalpractices and policies.

**4.             Employee Benefits.**  The Employee shall be eligible to participatein the employee benefit plans and executive compensation programs maintained bythe Company applicable to other key executives of the Company, including(without limitation) retirement plans, savings or profit-sharing plans, stockoption, stock purchase or other equity plans, incentive bonus program, 3-yearbonus program or other long-term incentive programs, bonus programs, life,disability, health, accident and other insurance programs, paid vacations, andsimilar plans or programs, subject in each case to the generally applicableterms and conditions of the applicable plan or program in question and to thesole determination of the Board or any committee administering such plan orprogram.

**5.             Employment Relationship.**  The Company and the Employee acknowledge thatthe Employee’s employment is and shall continue to be at-will, as defined underapplicable law.  If the Employee’semployment terminates for any reason, the Employee shall not be entitled to anypayments, benefits, damages, awards or compensation other than as provided bythis Agreement, or as may otherwise be available in accordance with any Companyplan or policy approved by the Board.

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**6.             Termination Benefits.**

**(a)          **Subject to Sections8 and 9 below, in the event the Employee’s employment terminates as a result ofan Involuntary Termination other than for Cause upon or within eighteen (18)months after a Change of Control, then the Employee shall be entitled toreceive severance and other benefits pursuant to this Section 6.   Notwithstanding the foregoing, Employeeshall not be entitled to receive any severance or other benefits pursuant tothis Section 6 if the Board, as constituted prior to the Change in Control,determined that Employee was demoted by the Company to a position not eligiblefor an Employment Agreement prior to the Change of Control from the positionheld by Employee as of the Effective Date. The foregoing determination may be made at any time by the Board priorto a Change in Control, shall be made in the Board’s sole discretion, and shallbe binding and conclusive on all persons, including Employee.

**(i)            Pay Continuation.**  The Employee shall be entitled to monthly paymentsequal to (A) one-twelfth (1/12) of the greater of the Base Compensation ineffect immediately prior to the Change of Control and the Base Compensation ineffect immediately prior to such termination plus (B) one-thirty-sixth (1/36)of the aggregate amounts paid to the Employee under the Company’s bonus andincentive programs with respect to the three previous calendar years.  Such monthly payments shall be paid accordingto the normal payroll practice of the Company for **12**months following the date of termination (the “***TerminationPeriod***”).

**(ii)           Incentive Payments.**

**(1)          **The Employee shallbe entitled to receive a percentage of each of the Employee’s Target Incentivesfor any on-going calendar period in which such termination occurs.  Such percentage shall equal a fraction, thenumerator of which shall be the number of days in such calendar period up toand including the date of such termination and the denominator of which shallbe the number of days in such calendar period. Such amount shall be payable according to the normal practice of theCompany with respect to the payment of such compensation.  “Target Incentive” shall mean the maximumamount payable to the Employee at the end of a calendar period under anyCompany bonus or incentive program if all of such program’s corporate andindividual performance objectives for that period are met.  “Target Incentive” does not include amountspayable under the Company’s 3-year bonus program.

**(2)          **The unvestedportion of any bonus accrued for Employee under the Company’s 3-year bonusprogram shall vest and become payable in full in a lump sum as soon asadministratively practicable following the date of termination.

**(iii)         Equity Awards.**  The unvested portion of any stock option(s)or other equity award(s) held by the Employee under the Company’s equity plansshall vest and become exercisable in full upon the date of suchtermination.  The Employee shall beentitled to exercise all of the Employee’s vested stock options until the laterof (A) the original post-termination exercise period provided in the Employee’sstock option agreement or (B) one year from the date of such termination (butnot beyond the original contractual life of the option); *provided,however*, that notwithstanding the foregoing, with respect to eachstock option granted to the Employee before the Effective Date of thisAgreement, such stock option shall not remain exercisable beyond the later ofthe fifteenth (15th) day of the third (3rd) month following the date at which,or December 31 of the calendar year in which, the stock option would otherwisehave expired if the stock option had not been extended, based on the terms ofthe stock option at

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the original grant date,or such later date that would not cause such option to be treated as deferredcompensation under 409A of the Code (as defined below).

**(iv)          Medical Benefits.**  Assuming the Employee timely and accuratelyelects to continue his health insurance benefits under the Consolidated OmnibusBudget Reconciliation Act of 1985 (“COBRA”), the Company shall pay the COBRApremiums for the Employee **[and his or her qualifiedbeneficiaries]**until the earliest of (i) the end of the TerminationPeriod, (ii) the expiration of the Employee’s continuation coverage under COBRAand any applicable state COBRA-like statute that provides mandated continuationcoverage or (iii) the date the Employee becomes eligible for health insurancebenefits of a subsequent employer.

**(b)          **In the event theEmployee voluntarily resigns employment with the Company within the 30-dayperiod beginning one year after a Change of Control, the Employee shall receivethe severance and other benefits set forth in Sections 6(a)(i)-(iv) above.

**7.             Definition of Terms.**  The following terms referred to in thisAgreement shall have the following meanings:

**(a)           Cause.**  “Cause” shall mean any of the following: (i)any act of personal dishonesty taken by the Employee in connection with theEmployee’s responsibilities as an employee and intended to result insubstantial personal enrichment of the Employee, (ii) conviction of afelony that is injurious to the Company, (iii) a willful act by theEmployee which constitutes gross misconduct and which is injurious to theCompany, or (iv) continued violations by the Employee of the Employee’sobligations under Section 1 of this Agreement after there has been delivered tothe Employee a written demand for performance from the Company which describesthe basis for the Company’s belief that the Employee has not substantiallyperformed the Employee’s duties.

**(b)           Change of Control.**  “Change of Control” shall mean the occurrenceof any of the following events:

**(i)           **The acquisition byany “person” (as such term is used in Sections 13(d) and 14(d) of theExchange Act) (other than the Company or a person that directly or indirectlyis controlled by the Company) of the “beneficial ownership” (as defined in Rule13d-3 under said Act), directly or indirectly, of securities of the Companyrepresenting fifty percent (50%) or more of the total voting power representedby the Company’s then outstanding voting securities; or

**(ii)          **A change in thecomposition of the Board occurring within a two-year period, as a result ofwhich fewer than a majority of the directors are Incumbent Directors.  “Incumbent Directors” shall mean directorswho either (A) are directors of the Company as of the date hereof, or (B) areelected to the Board with the affirmative votes of at least a majority of theIncumbent Directors at the time of such election or (C) are nominated forelection to the Board by a committee of the Board, at least a majority of whosemembers are Incumbent Directors at the time of such nomination (but in eachcase shall not include an individual not otherwise an Incumbent Director whoseelection or nomination is in connection with an actual or threatened proxycontest relating to the election of directors to the Company); or

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**(iii)        **A merger orconsolidation of the Company with any other corporation, other than a merger orconsolidation which would result in the voting securities of the Companyoutstanding immediately prior thereto continuing to represent (either byremaining outstanding or by being converted into voting securities of thesurviving entity) at least fifty percent (50%) of the total voting powerrepresented by the voting securities of the Company or such surviving entityoutstanding immediately after such merger or consolidation.

**(c)           Disability.**  “Disability” shall mean that the Employee hasbeen unable to substantially perform the Employee’s duties under this Agreementas the result of the Employee’s incapacity due to physical or mental illness,and such inability, at least 26 weeks after its commencement, is determined tobe total and permanent by a physician selected by the Company or its insurers;and acceptable to the Employee or the Employee’s legal representative (suchagreement as to acceptability not to be unreasonably withheld).

**(d)           Exchange Act.**  “Exchange Act” shall mean the SecuritiesExchange Act of 1934, as amended.

**(e)           Involuntary Termination.**  “Involuntary Termination” shall mean (i)without the Employee’s express written consent, the significant reduction ofthe Employee’s duties or responsibilities relative to the Employee’s duties orresponsibilities in effect immediately prior to such reduction; *provided, however*, that a reduction in duties orresponsibilities solely by virtue of the Company being acquired and made partof a larger entity (as, for example, when the Chief Financial Officer ofCompany remains as such following a Change of Control and is not made the ChiefFinancial Officer of the acquiring corporation) shall not constitute an “InvoluntaryTermination”; (ii) without the Employee’s express written consent, asubstantial reduction, without good business reasons, of the facilities and perquisites(including office space and location) available to the Employee immediatelyprior to such reduction; (iii) without the Employee’s express written consent,a material reduction by the Company in the Base Compensation or any TargetIncentive of the Employee as in effect immediately prior to such reduction, orthe ineligibility of the Employee to continue to participate in any long-termincentive plan of the Company; (iv) a material reduction by the Company in thekind or level of employee benefits to which the Employee is entitledimmediately prior to such reduction with the result that the Employee’s overallbenefits package is significantly reduced; (v) the relocation of the Employeeto a facility or a location more than fifty (50) miles from the Employee’s thenpresent location, without the Employee’s express written consent; (vi) anypurported termination of the Employee by the Company which is not effected fordeath or Disability or for Cause; or (vii) the failure of the Company toobtain the assumption of this Agreement by any Successors contemplated inSection 10 below.

**8.             Limitation on Payments.**

**(a)          **In the event thatthe severance and other benefits provided for in this Agreement or otherwisepayable to the Employee (i) constitute “parachute payments” within the meaningof Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)and (ii) but for this Section 8 would be subject to the excise tax imposed bySection 4999 of the Code, then the Employee’s termination benefits under Section6 shall be payable either (i) in full, or (ii) as to such lesser amount whichwould result in no portion of such termination benefits being subject to 

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excise tax under Section 4999 of the Code, whicheverof the foregoing amounts, taking into account the applicable federal, state andlocal income taxes and the excise tax imposed by Section 4999, results in thereceipt by the Employee on an after-tax basis, of the greatest amount oftermination benefits under this Agreement, notwithstanding that all or someportion of such termination benefits may be taxable under Section 4999 of theCode.

**(b)          **If a reduction inthe payments and benefits that would otherwise be paid or provided to theEmployee under the terms of this Agreement is necessary to comply with theprovisions of Section 8(a), the Employee shall be entitled to select whichpayments or benefits will be reduced and the manner and method of any suchreduction of such payments or  benefits(including but not limited to the number of options that would vest underSection 6(a)(iii)) subject to reasonable limitations (including, for example,express provisions under the Company’s benefit plans) so long as therequirements of Section 8(a) are met. Within thirty (30) days after the amount of any required reduction inpayments and benefits is finally determined in accordance with the provisionsof Section 8(c), the Employee shall notify the Company in writing regardingwhich payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determinewhich amounts to reduce.  If, as a resultof any reduction required by Section 8(a), amounts previously paid to theEmployee exceed the amount to which the Employee is entitled, the Employee willpromptly return the excess amount to the Company.

**(c)          **Any determinationrequired under this Section 8 shall be made in writing by a nationallyrecognized accounting or consulting firm appointed by the Company, which firmshall not then be serving as accountant or auditor for or consultant to theCompany or the person or entity that effected the Change in Control and whosedeterminations shall be conclusive and binding upon the Employee and theCompany for all purposes.  For purposesof making the calculations required by this Section 8, such firm may makereasonable assumptions and approximations concerning applicable taxes and mayrely on reasonable, good faith interpretations concerning the application ofSections 280G and 4999 of the Code.  TheCompany and the Employee shall furnish to such firm such information anddocuments as such firm may reasonably request in order to make a determinationunder this Section 8.  The Company shallbear all costs such firm may reasonably incur in connection with anycalculations contemplated by this Section 8.

**9.             Application of Code Section 409A.**  If the Company determines that anytermination benefit provided in Section 6 fails to satisfy the distributionrequirement of Section 409A(a)(2)(A) of the Code as a result of Section409A(a)(2)(B)(i) of the Code, the payment of such benefit shall be acceleratedto the minimum extent necessary so that the benefit is not subject to theprovisions of Section 409A(a)(1) of the Code. (It is the intention of the preceding sentence to apply the short-termdeferral provisions of Section 409A of the Code, and the regulations and otherguidance thereunder, to the termination benefits, and the payment schedule asrevised after the application of the preceding sentence shall be referred to asthe “Revised Payment Schedule.”)  Ifthere is no Revised Payment Schedule that would avoid the application ofSection 409A(a)(1) of the Code, the payment of such benefits shall not be paidpursuant to a Revised Payment Schedule and instead shall be delayed to theminimum extent necessary so that such benefits are not subject to theprovisions of Section 409A(a)(l) of the Code (*e.g.*,payments to which Employee would otherwise be entitled during the first sixmonths following separation from service shall accumulate and be paid at theexpiration of such period,

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unless a permitted distribution event occurs duringsuch period).  The Board or theCompensation Committee of the Board may attach conditions to or adjust theamounts paid pursuant to this Section 9 to preserve, as closely as possible,the economic consequences that would have applied in the absence of thisSection 9; *provided, however*, that no suchcondition or adjustment shall result in the payments being subject to Section409A(a)(1) of the Code.

**10.          Successors.**

**(a)           Company’s Successors.**  Any successor to the Company (whether director indirect and whether by purchase, lease, merger, consolidation, liquidationor otherwise) to all or substantially all of the Company’s business and assetsshall assume the obligations under this Agreement and agree expressly toperform the obligations under this Agreement in the same manner and to the sameextent as the Company would be required to perform such obligations in theabsence of a succession.  For allpurposes under this Agreement, the term “Company” shall include any Successorto the Company’s business and assets which executes and delivers the assumptionagreement described in this Section 10(a) or which becomes bound by the termsof this Agreement by operation of law.

**(b)           Employee’s Successors.**  The terms of this Agreement and all rights ofthe Employee hereunder shall inure to the benefit of, and be enforceable by,the Employee’s personal or legal representatives, executors, administrators,successors, heirs, devisees and legatees.

**11.          Notice.** Notices and all other communications contemplated by this Agreementshall be in writing and shall be deemed to have been duly given when personallydelivered or when mailed by U.S. registered or certified mail, return receiptrequested and postage prepaid. In the case of the Employee, mailed noticesshall be addressed to him at the home address which he most recentlycommunicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to itscorporate headquarters, and all notices shall be directed to the attention ofits Secretary.

**12.          Miscellaneous Provisions.**

**(a)           Waiver.**  No provision of this Agreement shall bemodified, waived or discharged unless the modification, waiver or discharge isagreed to in writing and signed by the Employee and by an authorized officer ofthe Company (other than the Employee). No waiver by either party of any breach of, or of compliance with, anycondition or provision of this Agreement by the other party shall be considereda waiver of any other condition or provision or of the same condition orprovision at another time.

**(b)           Whole Agreement.**  No agreements, representations orunderstandings (whether oral or written and whether express or implied) whichare not expressly set forth in this Agreement have been made or entered into byeither party with respect to the subject matter hereof.  This Agreement represents the Company’s andthe Employee’s entire understanding with respect to the subject mattercontained herein and supersedes all previous understandings, written or oralbetween the Company and the Employee concerning the subject matters of thisAgreement, including but not limited to the Original Employment Agreement.

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**(c)           Choice of Law.**  The validity, interpretation, constructionand performance of this Agreement shall be governed by the laws of the State ofCalifornia.

**(d)           Severability.**  The invalidity or unenforceability of anyprovision or provisions of this Agreement shall not affect the validity orenforceability of any other provision hereof, which shall remain in full forceand effect.

**(e)           Arbitration.**  Any dispute or controversy arising out of,relating to or in connection with this Agreement shall be settled exclusivelyby binding arbitration in San Diego, California, in accordance with theNational Rules for the Resolution of Employment Disputes of the AmericanArbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court havingjurisdiction.  The arbitrator shall: (i)have the authority to compel adequate discovery for the resolution of thedispute and to award such relief as would otherwise be permitted by law; and(ii) issue a written arbitration decision including the arbitrator’s essentialfindings and conclusions and a statement of the award.  Both the Employee and the Company shall beentitled to all rights and remedies they would have in a court of law.  The Company shall pay all fees in excess ofthose which will be required if the dispute were decided in a court of law.

**(f)            No Assignment of Benefits.**  The rights of any person to payments orbenefits under this Agreement shall not be made subject to option orassignment, either by voluntary or involuntary assignment or by operation oflaw, including (without limitation) bankruptcy, garnishment, attachment orother creditor’s process, and any action in violation of thisSection 12(f) shall be void.

**(g)           Assignment by Company.**  The Company may assign its rights under thisAgreement to an affiliate, and an affiliate may assign its rights under thisAgreement to another affiliate of the Company or to the Company; *provided, however*, that no assignment shall be made if thenet worth of the assignee is less than the net worth of the Company at the timeof assignment.  In the case of any suchassignment, the term “Company” when used in a section of this Agreement shallmean the corporation that actually employs the Employee.

**(h)           Counterparts.**  This Agreement may be executed incounterparts, each of which shall be deemed an original, but all of whichtogether will constitute one and the same instrument.

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**IN WITNESS WHEREOF**,each of the parties has executed this Agreement, in the case of the Company byits duly authorized officer, as of the day and year first above written.
| **Company:**  | ** ** | **Cymer, Inc.**    |
|---------------|------------|--------------------|
|          |       |               |
|          |       | By:                | /s/ Robert P. Akins |
|          |       | Title:             | CEO. |
| ** **    | ** ** | Date:              | April 19, 2007 |
| ** **    | ** ** |               |
| ** **    | ** ** |               |
| **Employee:** | ** ** | /s/ Rae Ann Werner |
| ** **    | ** ** | **Rae Ann Werner** |
| ** **    | ** ** |               |
| ** **    |       |               |
|          |       | Date:              | April 19, 2007 |
|               |            |                    |  |  |

 

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