exv10w24



 




Exhibit
10.24














Novellus Systems,Inc.

4000 North First Street

San Jose, CA 95134

TEL: (408) 943-9700

FAX: (408) 943-3422




August 24, 2005


William Kurtz

9 Shannon Court

Moraga, CA 94556

925-377-7630


Dear Bill:



I am pleased to offer you the position of Executive Vice President & CFO, reporting to Rick Hill, Chief Executive Officer.



Your starting salary will be $13,461.54 bi-weekly, which when annualized is $350,000.



In addition to this, a Stock Option Grant of 100,000 shares will be available to you subject to
approval by the Stock Option and Compensation Committee of the Board of Directors. These options will vest 25% per year over a four (4) year
period beginning on your date of hire, and will be priced when granted by the Stock Option and Compensation Committee.



You will also receive a restricted stock award in the amount of 50,000 shares of the Company’s
common stock. These shares are not stock options, but rather fully paid for shares of restricted
stock subject to Board of Director and will vest 20% per year over a five (5) year period beginning on your start date.



You will also be eligible to participate in the Novellus Key Director/Manager Bonus Program, which
provides up to 100% of base salary contingent upon successful completion of company and personal
performance objectives. Your bonus will be guaranteed 200% of the pro-rated amount if the company pays any bonus for 2005. On-going participation in
this program is subject to annual review by the Executive Staff and Compensation Committee.



Novellus has an excellent benefits program including health, dental, vision, life and long-term
disability insurance coverage. Novellus pay one hundred percent of the cost of your coverage and a portion for your dependents in
accordance with the terms of the benefits program in question.









 









 




This offer of employment is contingent upon your: 





(1) Completion of the Novellus Employment Application



(2) Completion of the background check authorization and disclosure form and successful execution
of a background check in accordance with Company Policy



(3) Signing of the Novellus Proprietary Information Agreement



(4) Signing of the Novellus Employment Practices Acknowledgement



(5) Providing verification of your eligibility for employment in the United States



A Novellus Application, Disclosure and Authorization Form, Employment Eligibility Verification form
(1-9), W-4, Employee Data Sheet, and Voluntary Self-Identification Form are enclosed for you to
complete and return with your signed offer letter.



Novellus is an at-will employer, which means that either you or the Company has the right to
terminate employment at any time, with or without advance notice, and with or without cause, for
any reason or no reason.



This offer is the full and complete statement of the parties understanding, supersedes any other
communication, whether verbal or written, regarding your employment and can only be modified by a
written statement signed by you and an Officer of the Company (or his or her authorized designee).



Please acknowledge your acceptance of this offer by signing and returning one copy of the offer
letter with the enclosed forms in the self-addressed stamped envelope. Please discuss your start
date with your hiring manager and indicate in the space provided. The entire Novellus staff looks
forward to you joining us and becoming a key person with our growing team.



Sincerely,




	 	 	 	 	 	 	 
	/s/ Lori Cox
	 	 	 	 	 	 
	Lori Cox
	 	 	 	 	 	 
	VP of Human Resources            

	 	/s/ William H. Kurtz
	 	August 24, 2005	 	 
	 	 	 
	Novellus Systems, Inc.

	 	Accepted (Signature)
	 	Date	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	9/1/05 

Start Date