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                                                                   EXHIBIT 10.31

                                  THERMA-WAVE
                     EXECUTIVE DEFERRED COMPENSATION PLAN


     The Board of Directors of Therma-Wave, a corporation, ("Company") has
adopted this Executive Deferred Compensation Plan ("Plan") effective January 1,
2000.

PURPOSE
-------

          The primary purpose of the Plan is to provide deferred compensation to
a select group of management and highly compensated employees through an
unfunded "top hat" arrangement exempt from the fiduciary, funding, vesting, and
plan termination insurance provisions of Title I and Title IV of the Employee
Retirement Income Security Act ("ERISA"). More specifically, the Company has
adopted this Plan to provide Employees with the opportunity to defer
Compensation and to receive the Company Contributions they are unable to defer
or receive under the Company's tax qualified cash or deferred compensation plan
("Qualified Plan"), because of limits imposed by Sections 401(a)(4), 401(k),
401(m) and 402(g) of the Internal Revenue Code ("Code") on plans to which those
sections of the Code apply.

DEFINITIONS AND CAPITALIZED TERMS
---------------------------------

          The capitalized terms, set forth in alphabetical order defined below,
are used throughout the Plan.

               (a)  "Account" refers to the bookkeeping entries established and
maintained by the Company or the Committee for the purpose of recording (i) the
amounts of Compensation deferred by an Employee and Company Contributions made
by the Company under this Plan, (ii) any interest earnings or losses with
respect to those amounts, and (iii) any distributions to an Employee or
Beneficiary.

               (b)  "Beneficiary" refers to the person or entity selected to
receive any portion of an Employee's Account that has not been distributed from
the Plan at the time of the Employee's death. Such designation shall be on a
form provided or approved by the Plan Administrator. In the event a married
Employee designates someone other than his or her spouse as sole, primary
Beneficiary, such initial designation or subsequent change shall be invalid
unless the spouse consents in a writing which names the designated Beneficiary.
If an Employee fails to designate a Beneficiary or no designated Beneficiary
survives the Employee, the Plan Administrator may direct payment of benefits to
the following person or persons in the order given below:

                    the Employee's:

                    (i)    spouse,

                    (ii)   descendants, per stirpes,

                    (iii)  parents,

                    (iv)   brothers and sisters, or

                    (v)    estate of the Participant.

               (c)  "Board" or "Board of Directors" refers to the Board of
Directors of the Company.

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               (d) "Change in Control" has the meaning specified in Section 280G
of the Code and the regulations thereunder.

               (e) "Code" refers to the Internal Revenue Code of 1986, as
amended from time to time.

               (f) "Committee" or "Administrative Committee" refers to the
officers of the Company who act on behalf of the Company in discharging the
Company's duties as the Plan Administrator. Notwithstanding any other provision
of the Plan document, any member of the Committee or any other officer or
employee of the Company who exercises discretion or authority on behalf of the
Company shall not be a fiduciary of the Plan merely by virtue of his or her
exercise of such discretion or authority. The Chief Financial Officer shall
identify the Company officers who shall serve as members of the Committee.
Absent a designation to the contrary, the President shall act on behalf of the
Company and the Committee. Because this Plan is a "top hat" arrangement, the
Committee shall not be subject to the duties imposed by the provisions of Part 4
of Title I of ERISA.

               (g) "Company," "Corporation" or "Employer" refers to Therma-Wave,
Inc. a Delaware corporation.

               (h) "Compensation" refers to an Employee's gross salary,
including any commissions, bonuses or awards, payable by the Company after an
Employee first becomes eligible to participate in the Plan and during the period
through which such participation continues.

               (i) "Disabled" or "Disability" refers to a physical or mental
condition of an Employee which (i) occurs after an Employee first defers
Compensation under this Plan, (ii) results from an injury, disease or disorder,
and (iii) renders the Employee totally and permanently incapable of continuing
in his or her customary employment with the Company. In determining whether an
Employee is disabled, the Committee may rely upon the conclusions of any
insurance carrier that has issued a policy of disability income insurance
covering the Employee or upon the conclusions of any physician acceptable to the
Committee. An Employee automatically will satisfy the requirements under this
Plan, with respect to submission of evidence of disability, throughout the
period that he or she remains qualified for Social Security disability benefits.
Any Employee who believes that he or she is entitled to any advantage, benefit,
or other consideration under the Plan as a result of being Disabled shall apply
to the Committee for such consideration and shall provide any evidence of
Disability which the Committee in its discretion may request in a manner
consistent with the Americans with Disabilities Act of 1990 and other relevant
laws.

               (j) "Early Retirement Age" refers to the age, no less than 55
years of age, the Employee elects to retire from the Company prior to reaching
Normal Retirement Age. Such election shall be made on the Election of Deferral
no less than one year prior to reaching such age. In the absence of such
election, the Normal Retirement Age shall apply.

               (k) "Effective Date" refers to January 1, 2000 with respect to
Compensation first earned, determined or payable after that date.

               (l) "Employee" refers to any employee, within the meaning of
Section 3121(d) of the Code, who is highly compensated or who is a member of
management selected by the Committee to participate in this Plan. The Committee
shall determine whether an employee is to be considered highly compensated.
Where the Plan Administrator considers appropriate in applying the provisions of
this Plan, the term Employee shall include only persons who are Participants or
Inactive Participants under the Plan.

               (m) "ERISA" refers to the Employee Retirement Income Security Act
of 1974, as amended from time to time.

               (n) "Hardship" refers to an Employee's immediate and heavy
financial need caused by an unforeseeable emergency, as described in Treasury
Regulations Section 1.457-2(h)(4) and (5). In general, but without limitation,
the Plan Administrator shall approve a Hardship withdrawal from an Employee's
Account if the reduction does not exceed the amount needed to pay for the
following unreimbursed expenses: (i) medical expenses

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defined in Code Section 213(d) and incurred (or to be incurred) during the
calendar year by the Employee, or his or her spouse or dependents (as described
in Code Section 152) as a result of a sudden or unexpected illness or accident;
(ii) loss of a participant's property as a result of a casualty or other
extraordinary, unforeseeable circumstances attributable to forces beyond the
participant's control; and (iii) other costs recognized by the Plan
Administrator to pose an immediate and heavy financial need on the Employee as a
result of an unforeseeable emergency or other factors beyond an Employee's
control.

               (o) "Inactive Participant" refers to an Employee who deferred
Compensation under the Plan during a previous Plan Year but who does not defer
any Compensation payable during the current Plan Year.

               (p) "Normal Retirement Age" refers to sixty-five (65) years of
age.

               (q) "Participant" refers to an eligible Employee who elects to
defer under the Plan part or all of his or her Compensation payable during the
current Plan Year.

               (r) "Plan Administrator" refers to the Company.

               (s) "Plan Year" refers to the period of 12 consecutive months
commencing on the first day of January of each year. The initial plan year shall
commence on the Effective Date of the Plan and end on the final day of December.

               (t) "Qualified Plan" refers to the Company's tax qualified
individual account cash or deferred compensation plan subject to the limits
imposed by Code Sections 401(a)(4), 401(k), 401(m), 402(g) and 415.

               (u) "Termination of Employment" refers to an Employee's (i)
separation from service with the Company, (ii) refusal or failure to return to
work within three (3) working days after the date requested by the Company,
(iii) failure to return to work at the conclusion of a leave of absence. This
definition does not imply retirement from service.

               (v) "Trust" refers to a rabbi trust intended to satisfy the
requirements of Revenue Procedures 92-64 and 92-65 of which a financial
institution selected by the Company serves as trustee. The term "Trustee" shall
include such financial institution and any successor Trustee under the Trust
instrument.

ELIGIBILITY
-----------

          The Committee may, from time to time, designate by name those
Employees of the Company who are eligible to participate in the Plan for one or
more Plan Years and the date upon which each such Employee's participation may
commence. All designated Employees shall be notified by the Board or the
Committee of their eligibility to participate. An Employee shall not be eligible
to participate in the Plan during the Plan Year immediately following the Plan
Year in which the Employee takes a Hardship withdrawal from the Plan. The
effective date of any such ineligibility under the preceding two sentences shall
be the first day of the Plan Year coinciding with or next following the date on
which the Board or Committee provides the Employee with written notice of
revocation of eligibility. An Employee's eligibility to participate in the Plan
does not confer upon the Employee any right to any award, bonus or other
remuneration of any kind.

DEFERRAL OF COMPENSATION
------------------------

                    Election to Defer
                    -----------------

               An Employee who is eligible to participate in the Plan may elect
to defer the receipt of Compensation by completing an Election of Deferral in
the form set forth in Exhibit A, Part 1, Page 1 or otherwise approved by the
Committee. Pursuant to the Election of Deferral form, an eligible Employee may
elect to defer any

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whole percentage or fixed dollar amount of his or her Compensation. An Employee
who elects to participate in the Plan must defer at least one percent (1%) but
no more than one hundred percent (100%) of total Compensation for each Plan Year
in which he or she remains eligible to participate.

          Date of Deferral
          ----------------

               An eligible Employee must submit his or her deferral election
form to the Committee no later than the last day of the deferral election
period. The last day of the deferral election period shall be (a) the last day
preceding the calendar year in which the eligible Employee will render the
services for which he or she will receive any part of the Compensation payable
to the Employee during that year or (b) in the first year in which the Company
implements the Plan or in which an Employee first becomes eligible to
participate, the Employee may make his or her election within the first 30 days
after the later of (i) the date the Plan becomes effective or (ii) the date the
Employee becomes eligible to participate.

          Multiple Elections
          ------------------

               An election to defer Compensation shall be effective on the date
an eligible Employee delivers a completed deferral election form to the
Committee; provided, however, that, if the eligible Employee delivers another
properly completed Election of Deferral form to the Committee prior to the close
of the deferral election period described in Section 4.2, the deferral election
on the form bearing the latest date shall control. After the last day of the
election period, the controlling election made prior to the close of the period
shall be irrevocable.

          Annual Elections
          ----------------

               In order to defer any portion of Compensation earned in any
calendar year, an eligible Employee must submit at least one completed Election
of Deferral form during the one-month period immediately preceding the start of
that calendar year. If an Employee fails to make such a submission, the Employee
will be deemed to have elected to continue deferring the same percentage of
Compensation that the Employee deferred in the preceding calendar year. The
employee also will be considered to have selected the same method of
distribution chosen the preceding calendar year.

          No Hardship Adjustments
          -----------------------

               After an annual election has taken effect for any Plan Year, a
Participant may not increase or decrease the percentage or amount of
Compensation to be deferred during that Plan Year; except that an Employee has
the option to cease all deferrals under the Plan during the Plan Year if such
cessation would relieve the Employee of one or more Hardships without any
withdrawals under this Plan.

DEFERRED COMPENSATION ACCOUNTS
------------------------------

          Maintenance of Accounts
          -----------------------

               The Plan Administrator shall maintain one or more Accounts with
respect to any Compensation deferred by an eligible Employee under Section 4
above. The Plan Administrator shall credit the Account with the full amount of
Compensation deferred in any monthly period. If the Compensation deferred is
subject to federal or state employment taxes (e.g. taxes under the Federal
Insurance Contributions Act or Federal Unemployment Tax Act), said taxes shall
be withheld and deducted from a portion of the Employee's Compensation not
deferred under this Plan. A Participant or Inactive Participant shall be fully
vested at all times in amounts deferred under Section 4 above, as adjusted for
any earnings, losses, interest accruals, administrative expenses or
distributions as described below.

          Investment Elections
          --------------------

               In accordance with rules, procedures and options established by
the Committee, a

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Participant shall have the right to direct the investment of his or her Account,
except for any period of time during which the Company limits Account earnings
to interest accruals under Section 5.4 below. Although the Company shall have
the obligation to follow the Participant's investment directions, the Company,
in its sole discretion, may satisfy its obligation from time to time in one or
both of the following ways. First, the Company may invest assets allocable to
the Participant's Accounts in the specific investments, in the specific amounts
and for the specific periods directed by the Participant; and the Company must
credit or charge the Participant's Accounts with the earnings gains or losses
resulting from such investments. Second, the Company may invest assets allocable
to the Participant's Accounts in any manner, in any amount and for any period of
time which the Company in its sole discretion may select; but the Company must
credit or charge the Participant's Accounts with the same earnings, gains or
losses that the Participant would have incurred if the Company had invested the
assets allocable to the Participant's Accounts in the specific investments, in
the specific amounts and for the specific periods directed by the Participant.
In accordance with procedures established by the Plan Administrator, a
Participant may change his or her investment directions effective as of the
first day of any calendar month. Such changes may be made in a writing delivered
to the Company or the Committee no fewer than 15 days preceding the effective
date of the change. If the Employee fails to provide any investment directions
at a time when the Employee has an interest in the Company's Qualified Plan, the
Company or the Committee may follow the then current investment directions for
the Employee's interest in the Company's Qualified Plan. If this Plan is
determined to be subject to the fiduciary provisions of Part 4 of Title I of
ERISA, this Plan shall be treated as a Plan described in Section 404(c) of ERISA
and Title 29 of the Code of Federal Regulations Section 2550.404c-1, in which
Plan fiduciaries may be relieved of liability for any losses which are the
direct and necessary result of investment instructions given by a Participant or
Beneficiary.

          Investment Earnings or Losses
          -----------------------------

               Except for any period of time during which the Company limits
Account earnings to interest accruals under Section 5.4 below, any amounts
credited to the Account of a Participant or Inactive Participant as a result of
the deferral of all or part of his or her Compensation may increase or decrease
as a result of the Company's investment of such amounts during the Plan Year, as
described in Section 5.2 above. A ratable share of Plan investment earnings or
losses under this Section 5.3 shall be credited to the Account of a Participant
or Inactive Participant, as determined in good faith by the Committee. At the
sole discretion of the Committee, for any Plan Year, the Committee may allocate
to the Participant's Account either (i) the full amount of the Participant's
share of Plan investment earnings or losses or (ii) the full amount of such
share adjusted for any federal, state or local income or employment tax
consequences attributable to such earnings or losses. If the full amount of such
investment earnings or losses are allocated to a Participant's Account, any
federal, state or local income or employment tax consequences attributable to
such earnings or losses under this Section 5.3 shall be borne by or inure to the
benefit of the Company. The Participant and his or her Beneficiary understand
and agree that they assume all risk in connection with any decrease in the value
of the Compensation deferred under the Plan and invested in accordance with
these Sections 5.2 and 5.3.

          Interest Accruals
          -----------------

               Prior to the start of any Plan Year, the Company may inform
Participants and Inactive Participants in writing that, during the Plan Year,
the Company will not invest an Employee's deferred Compensation as described in
Sections 5.2 and 5.3 above. Rather, any amounts credited to the Account of a
Participant or Inactive Participant as a result of the deferral of all or part
of his or her Compensation shall accrue interest compounded annually, as
consideration for the use or forbearance of money. The accrual of interest
begins and the compounding of interest occurs on the first day of each Plan Year
or, if later, the date on which an eligible Employee first defers Compensation
under the Plan. The rate at which interest accrues shall equal the prime rate,
plus one percent, offered to borrowers by a commercial bank in California on the
last day of the preceding Plan Year. The Committee shall select the commercial
bank before the first day of the Plan Year during which the accrual occurs. At
the sole discretion of the Company, for any Plan Year (i) the full amount of
such accrued interest may be allocated to a Participant's Account or (ii)
adjusted for any federal, state or local income or employment tax consequences
attributable to such interest, prior to allocating such interest to a
Participant's Account. If the full amount of such interest accruals are
allocated to a Participant's Account, any federal, state or local income or
employment tax consequences attributable to interest accruals under this Section
5.4 shall be borne by or inure to the benefit of the Company.

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          Investment of Unpaid Balances
          -----------------------------

               The unpaid balance of all Accounts payable under the Plan shall
continue to be credited with the investment earnings or losses described in
Sections 5.2 and 5.3 above or, at the election of the Company or Committee,
continued accruals of interest as described in Section 5.4 above.

          Company's General Assets
          ------------------------

               Participant understands and agrees that all Compensation deferred
under the Plan and all amounts credited to a Participant's Account under the
Plan (a) are the general assets of the Company, (b) may be used in the operation
of the Company's business or in any other manner permitted by law, and (c)
remain subject to the claims of the Company's general unsecured creditors.
Participant agrees, on behalf of Participant and his or her Beneficiary, that
(i) title to any amounts deferred under the Plan or credited to a Participant's
Account remains in the Company and (ii) neither Participant nor his or her
Beneficiary has any property interests whatsoever in said amounts, except as
general creditors of the Company.

EFFECT ON EMPLOYEE BENEFITS
---------------------------

          Amounts deferred under this Plan or distributed pursuant to the terms
of this Plan are not taken into account in the calculation of an Employee's
benefits under any employee pension or welfare benefit program or under any
other compensation practice maintained by the Company, except to the extent
provided in such program or practice.

PAYMENT OF DEFERRED COMPENSATION ACCOUNTS
-----------------------------------------

          Income Tax Obligations
          ----------------------

               If an Employee is assessed federal, state or local income taxes
by reason of, and computed on the basis of, his or her undistributed deferred
Compensation or undistributed interest accrued on his or her Account, the
Employee shall notify the Committee in writing of such assessment and there
shall be distributed from the Employee's Account deferred Compensation or
accrued interest in an amount equal to such tax assessment, together with any
interest due and penalties assessed thereupon within 30 days following such
notice; provided however, that if the Committee determines that such assessment
is improper, it may request that the Employee contest the assessment, at the
expense of the Company (which expense shall include all costs of appeal and
litigation, including legal and accounting fees, and any additional interest
assessed on the deficiency from and after the date of the Employee's notice to
the Committee); and during the period such contest is pending, the sums
otherwise distributable pursuant to this Section 7.1 shall not be distributed.

          In-Service Withdrawals
          ----------------------

               a.   Withdrawals to Meet Hardships
                    -----------------------------

                    If at any time following the first anniversary of initial
participation in the Plan, an Employee incurs a Hardship, as described in
Section 2(n) above, the Employee may, by written notice to the Committee,
request that all or any specified part of his or her Account but not less than
$1,000 per withdrawal be paid to the Employee; and such distribution, if
approved by the Company, shall be made in a lump sum within 30 days following
the Company's receipt of such notice. The Company shall have exclusive authority
to determine whether to make a Hardship distribution from an Employee's Account
but shall not unreasonably deny a request for such a distribution. The Company's
decision shall be final and binding on all parties. Any Hardship withdrawals
from an Account shall reduce the amount available for subsequent distributions
from the Account, as the Company

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in good faith may determine.

               b.   Other Withdrawals
                    -----------------

                    The lesser of either: (a) the In-Service Withdrawal amount
designated by the Employee on a validly submitted Election of Deferral in the
form set forth at Exhibit A, Part 3, or (b) the Accrued Benefit, shall be
distributed in a lump sum on the In-Service Withdrawal Date. The In-Service
Withdrawal Date shall be the later of either: (a) the In-Service Withdrawal Date
set forth at Exhibit A, Part 3, or (b) a date twelve (12) months after the
Election Date as defined in this Agreement. No In-Service Withdrawal shall be
effective unless it is elected on an Election of Deferral submitted and dated as
provided at Exhibit A, Part 3.

Prior to the termination of his or her employment, a Participant may not
withdraw any funds from his or her Account, except as provided in paragraphs a.
and b. of this Section 7.2.

          Termination of Employment
          -------------------------

               Upon termination of the employment of a Participant or Inactive
Participant for reasons other than retirement, the Committee shall distribute
his or her Account under the Plan, as elected by the Participant or Inactive
Participant in the form set forth in Exhibit A, Part 1, Page 2, in a lump sum or
in 60 or more (but not more than 180) monthly installments such that the Account
depletes following the final installment. In the absence of such election, the
Participant or Inactive Participant shall be distributed his or her Account in a
lump sum. The payment from the Account shall occur or commence within 90 days of
the end of the current calendar year if requested by the Participant and
approved by the Committee.

          Disability
          ----------

               Upon the Disability of a Participant or Inactive Participant
prior to termination of employment, the Committee shall distribute his or her
Account under the Plan, as elected by the Participant or Inactive Participant in
the form set forth in Exhibit A, Part 1, Page 2, in a lump sum or in 60 or more
(but not more than 180) monthly installments such that the Account depletes
following the final installment. In the absence of such election, the
Participant or Inactive Participant shall be distributed his or her Account
under the plan in 180 monthly installments such that the Account depletes
following the final installment. The payment from the Account shall occur or
commence on the first day of the second month following the date in which the
Disability results in the Employee's termination of employment. Prior to the
death of the Participant or Inactive Participant, during any period in which a
Participant or Inactive Participant remains Disabled, he or she (or his or her
legal representative) may request Hardship withdrawals from any undistributed
portion of his or her Account. Any such Hardship withdrawals shall reduce the
amount available for subsequent distributions from the Account, as the Company
in good faith may determine.

          Retirement
          ----------

               Upon the Participant or Inactive Participant reaching Early
Retirement Age, as elected in the form set forth in Exhibit A, Part 1, Page 1,
or Normal Retirement Age, and terminating employment, the Committee shall
distribute his or her Account under the Plan, as elected by the Participant or
Inactive Participant in the form set forth in Exhibit A, Part 1, Page 2, in a
lump sum or in 60 or more (but not more than 180) monthly installments such that
the Account depletes following the final installment. In the absence of such
election, the Participant or Inactive Participant shall be distributed his or
her Account under the plan in 180 monthly installments such that the Account
depletes following the final installment. The initial payment from the Account
shall occur or commence on the first day of the second month following the date
in which the Retirement results in the Employee's termination of employment.

          Death Prior to Commencement of Distributions
          --------------------------------------------

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               Upon the death of a Participant or Inactive Participant prior to
the commencement of any distribution under Sections 7.4 or 7.5 above, a Survivor
Benefit equal to two times the salary of the plan participant (but not to exceed
$750,000), and the vested account balance shall be distributed to his or her
Beneficiary, in a lump sum. The payment shall occur or commence on the first day
of the month following the date in which the death of the Participant or
Inactive Participant occurs. During the period between the death of the
Participant or Inactive Participant and the commencement of distributions to the
Beneficiary, the Beneficiary may request Hardship withdrawals from any
undistributed portion of his or her Account. Any such Hardship withdrawals shall
reduce the amount available for subsequent distributions from the Plan, as the
Company in good faith may determine.

          Death After Commencement of Distributions
          -----------------------------------------

               Upon the death of a Participant or Inactive Participant after the
commencement of any distribution in accordance with Sections 7.4 or 7.5 above,
the balance remaining in the Account of such Participant or Inactive Participant
shall be distributed to his or her Beneficiary in accordance with the terms
elected by the Participant or Inactive Participant under Sections 7.4 or 7.5.

          Withholding and Other Tax Consequences
          --------------------------------------

               From any payments made under this Plan, the Company shall
withhold any taxes or other amounts which federal, state or local law requires
the Company to deduct, withhold and deposit. The Company's determination of the
type and amount of taxes to be withheld from any payment shall be final and
binding on all persons having or claiming to have an interest in this Plan or in
any Account under this Plan.

FUNDING
-------

          All amounts deferred under this Plan remain or become general assets
of the Company. All payments under this Plan shall come from the general assets
of the Company. The amounts credited to an Employee's Account are not secured by
any specific assets of the Company. This Plan shall not be construed to require
the Company to fund any of the benefits provided hereunder or to establish a
trust or purchase an insurance policy or other product for such purpose. The
Company may make such arrangements as it desires to provide for the payment of
benefits. Neither an Employee, Participant or Inactive Participant nor his or
her Beneficiary or estate shall have any rights against the Company with respect
to any portion of any Account under the Plan except as general unsecured
creditors. No Employee, Participant, Inactive Participant, Beneficiary or estate
has an interest in any Account under this Plan until the Employee, Participant,
Inactive Participant, Beneficiary or estate actually receives payment from the
Account.

SUSPENSION OF PAYMENTS UPON COMPANY'S INSOLVENCY
------------------------------------------------

          At all times during the continuance of any trust established in
connection with this Plan ("Trust"), if the Plan Administrator determines that
the Company's financial condition is likely to result in the suspension of
benefit payments from the Trust, the Plan Administrator shall advise
Participants, Inactive Participants and Beneficiaries that payments from the
Trust shall be suspended during the Company's insolvency. If the Trustee
subsequently resumes such payments, the Administrator shall advise Participants,
Inactive Participants and Beneficiaries that, if Trust assets are sufficient,
the first payment following such discontinuance shall include the aggregate
amount of all payments due to Participants, Inactive Participants and
Beneficiaries under the terms of the Plan for the period of such discontinuance,
less the aggregate amount of any payments made directly by the Company during
any period of discontinuance. No insufficiency of Trust assets shall relieve the
Company of its obligation to make payments when due under the Plan.

NON-ALIENATION OF BENEFITS
--------------------------

                                      110
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          The interest of any Employee, Participant, Inactive Participant or
Beneficiary shall not be subject to sale, assignment, transfer, conveyance,
hypothecation, encumbrance, garnishment, attachment, anticipation, pledge,
alienation or other disposition prior to actual distribution from the Plan; and
any attempt to effect such disposition shall be void. No portion of any Account
shall, prior to receipt thereof, be subject to the debts, contracts,
liabilities, or engagements of any Employee, Participant, Inactive Participant
or Beneficiary. Nothing in the preceding sentence shall prohibit the Company
from recovering from an Employee, Participant, Inactive Participant or
Beneficiary any payments to which he or she was not entitled under the Plan.

LIMITATION OF RIGHTS
--------------------

          Nothing in this Plan document or in any related instrument shall cause
this Plan to be treated as a contract of employment within the meaning of the
Federal Arbitration Act, 9 U.S.C. 1 et seq., or shall be construed as evidence
of any agreement or understanding, express or implied, that the Company (a) will
employ any person in any particular position or level of Compensation, (b) will
offer any person initial or continued participation or awards in any commission,
bonus or other compensation program, or (c) will continue any person's
employment with the Company.

BEST PAYMENTS
-------------

          (a)  If the gross amount of any payment or benefit under this Plan,
either separately or in combination with any other payment or benefit payable by
the Company or any of its affiliates or pursuant to a plan of the Company or an
affiliate, would constitute a parachute payment within the meaning of the Code
Section 280G, then the total payments and benefits accrued and payable under
this Plan shall not exceed the amount necessary to maximize the amount
receivable by the Employee after payment of all employment, income and excise
taxes imposed on the Employee with respect to such payments or benefits.

          (b)  The Employee may elect by written notice which items of
compensation, if any, shall be reduced so as to meet the requirements of Section
12(a) above. If there is a dispute between the Company and the Employee
regarding (i) the extent, if any, to which any payments or benefits to the
Employee are parachute payments or excess parachute payments, under Code Section
280G, or (ii) the base amount of such Employee's Compensation under Code Section
280G, or (iii) the status of such Employee as a disqualified individual, under
Code Section 280G, such dispute shall be resolved in the same manner as a claim
for benefits under this Plan.

          (c)  Within 60 days of a Change in Control or, if later, within 30
days of the Employee's receiving notice of termination of employment from the
Company or the Company's receiving notice of termination of employment from the
Employee, either the Employee or the Company may request (i) a determination of
the amount of any parachute payment, excess parachute payment, or base amount of
compensation, or (ii) a determination of the reduction necessary to maximize the
net receipts of the Employee as described in Section 12(a) above. Any fees,
costs or expenses incurred by the Employee in connection with such
determinations shall be paid equally by the Employee and the Company.

NOTICE UNDER WARN
-----------------

          (a)  Any amounts paid (i) to any Employee under the Worker Adjustment
and Retraining Notification Act of 1988 ("WARN") or under any other laws
regarding termination of employment, or (ii) to any third party for the benefit
of said Employee or for the benefit of his or her dependents shall not be offset
or reduced by any amounts paid or determined to be payable by the Company to
said Employee or to his or her dependents under this Plan.

          (b)  Subsequent to a Change in Control, the Company may amend, modify
or terminate the Plan; provided, however, that no such amendment, modification
or termination of the Plan will affect the right of a Participant or Beneficiary
with respect to his or her Account as of the day prior to the date of the
amendment,

                                      111
<PAGE>

modification or termination. Such Account will continue to be subject to and
governed by the terms of the Plan as set forth in the Plan document on the day
prior to the date of the amendment, modification or termination. In addition,
subsequent to a Change in Control, no change may be made to: (i) the investment
options that were available to Participants and Beneficiaries under Section 5.2
of the Plan on the day prior to the Change in Control or (ii) the method of
allocation selected by the Company pursuant to the third sentence of Section 5.3
of the Plan, as of the day prior to the Change in Control. Notwithstanding the
foregoing, subsequent to a Change in Control, the Company may distribute the
entire value of all Accounts in lump sum payments to all Participants and
Beneficiaries.

AMENDMENT OR TERMINATION OF PLAN
--------------------------------

          (a)  Prior to a Change in Control, the Committee may modify, suspend
or terminate the Plan in any manner that does not (i) reduce any benefits
accrued under this Plan or (ii) constitute a forfeiture of any benefits vested
under this Plan.

          (b)  In modifying, suspending or terminating the Plan, or in taking
any other action with respect to the implementation, operation, maintenance or
administration of the Plan, the Board of Directors may act by a resolution of
the full Board or by a resolution of the Compensation Committee of the Board.

          (c)  This Plan shall terminate immediately if a court of competent
jurisdiction determines that this Plan is not exempt from the fiduciary
provisions of Part 4 of Title I of ERISA. The Plan shall terminate as of the
date it ceased to be exempt.

          (d)  Upon termination of the Plan, the Plan Administrator shall
distribute all Accounts, as determined by the Plan Administrator (i) in a lump
sum to all Participants or (ii) in accordance with the method designated by
Participants at the time of their deferrals.

ADMINISTRATIVE PROCEDURES AND DISPUTE RESOLUTION
------------------------------------------------

     Plan Administrator
     ------------------

               The Plan Administrator shall be the Company. The Company may
establish an Administrative Committee composed of any persons, including
officers or employees of the Company, who act on behalf of the Company in
discharging the duties of the Company in administering the Plan. No
Administrative Committee member who is a full-time officer or employee of the
Company shall receive compensation with respect to his or her service on the
Administrative Committee. Any member of the Administrative Committee may resign
by delivering his or her written resignation to the Committee of the Company.
The Chief Financial Officer of the Company may remove any Committee member by
providing him or her with written notice of the removal.

     Committee Organization and Procedures
     -------------------------------------

               (a)  The Chief Financial Officer of the Company ("CFO") or
related officer of the Company may designate a chairperson from the members of
the Administrative Committee. The Administrative Committee may appoint a
secretary, who may or may not be a member of the Administrative Committee. The
secretary shall have the primary responsibility for keeping a record of all
meetings and acts of the Administrative Committee and shall have custody of all
documents, the preservation of which shall be necessary or convenient to the
efficient functioning of the Administrative Committee. All reports required by
law may be signed by the Chairperson or another member of the Administrative
Committee, as designated by the Chairperson, on behalf of the Company.

               (b)  The Administrative Committee shall act by a majority of its
members in office and may adopt such rules and regulations as it deems desirable
for the conduct of its affairs. If the Company, the Plan, any Participant or
Inactive Participant is or becomes subject to any rules of the Securities and
Exchange Commission or any national or regional securities exchange, the Company
and the members of the Administrative Committee shall take any actions which are
necessary or desirable for the maintenance, modification or operation of the
Plan in accordance with those rules.

                                      112
<PAGE>

     Administrative Authority
     ------------------------

               The Company and the Committee have discretionary authority to
perform all functions necessary or appropriate to the operation of the Plan,
including without limitation authority to (a) construe and interpret the
provisions of the Plan document and any related instrument and determine any
question arising under the Plan document or related instrument, or in connection
with the administration or operation thereof; (b) determine in its sole
discretion all facts and relevant considerations affecting the eligibility of
any Employee to be or become a Participant; (c) decide eligibility for, and the
amount of, benefits for any Participant, Inactive Participant or Beneficiary;
(d) authorize and direct all disbursements under the Plan; and (e) employ and
engage such persons, counsel and agents and to obtain such administrative,
clerical, medical, legal, audit and actuarial services as it may deem necessary
in carrying out the provisions of the Plan. The Company shall be the
"administrator" as defined in Section 3(16)(A) of ERISA for purposes of the
reporting and disclosure requirements of ERISA and the Code. The CFO or related
officer of the Company shall be the agent for service of process on the Plan.

     Expenses
     --------

               All reasonable expenses which are necessary to operate and
administer the Plan shall be paid directly by the Company. All reasonable costs
incurred by a Committee member in the discharge of the Company's or his or her
duties under the Plan shall be paid or reimbursed by the Company. Such costs
shall include fees or expenses arising from the Committee's retention, with the
consent of the Company, of any attorneys, accountants, actuaries, consultants or
recordkeepers required by the Committee to discharge its duties under the Plan.
Nothing in the preceding two sentences or in any other provisions of the Plan
shall require the Company to pay or reimburse any Committee member or any other
person for any cost, liability, loss, fee or expense incurred by the Committee
member or other person in any dispute with the Company; nor may any Committee
member or other person reimburse himself, herself or itself from any Plan
contributions or from the principal or income of investment or funding vehicle
for the Plan for any such cost, liability, loss, fee or expense.

     Insurance
     ---------

               The Company may, but need not, obtain liability insurance to
protect its directors, officers, employees or representatives against loss in
the discharge of their responsibility in the operation of the Plan.

     Claims Procedure
     ----------------

               (a)  A claim for benefits shall be considered filed only when
actually received by the Plan Administrator.

               (b)  Any time a claim for benefits is wholly or partially denied,
the Participant, Inactive Participant or Beneficiary (hereinafter "Claimant")
shall be given written notice of such denial within 30 days after the claim is
filed, unless special circumstances require an extension of time for processing
the claim. If there is an extension, the Claimant shall be notified of the
extension and the reason for the extension within the initial 30 day period. The
extension shall expire within 60 days after the claim is filed. Such notice will
indicate the reason for denial, the pertinent provisions of the Plan on which
the denial is based, an explanation of the claims appeal procedure set forth
herein, and a description of any additional material or information necessary to
perfect the claim and an explanation of why such material or information is
necessary.

     Appeal Procedures
     -----------------

               (a)  Any person who has had a claim for benefits denied by the
Plan Administrator, or is otherwise adversely affected by the action or inaction
of the Plan Administrator, shall have the right to request review by the Plan
Administrator. Such request must be in writing, and must be received by the Plan
Administrator within 60 days after such person receives notice of the Plan
Administrator's action. If written request for review is not made within such
60-day period, the Claimant shall forfeit his or her right to review. The
Claimant or a duly authorized representative of the Claimant may review all
pertinent documents and submit issues and comments in

                                      113
<PAGE>

writing.

               (b)  The Plan Administrator shall then review the claim. The Plan
Administrator may issue a written decision reaffirming, modifying or setting
aside its former action within 30 days after receipt of the written request for
review, or 60 days if special circumstances require an extension. The Claimant
shall be notified in writing of any such extension within 30 days following the
request for review. An original or copy of the decision shall be furnished to
the Claimant. The decision shall set forth the reasons and pertinent plan
provisions or relevant laws on which the decision rests. The decision shall be
final and binding upon the Claimant and the Plan Administrator and all other
persons having or claiming to have an interest in the Plan or in any Account
established under the Plan.

     Arbitration
     -----------

               (a)  Any Participant's, Inactive Participant's or Beneficiary's
claim remaining unresolved after exhaustion of the procedures in Section 15.6
and 15.7 (and to the extent permitted by law any dispute concerning any breach
or claimed breach of duty regarding the Plan) shall be settled solely by binding
arbitration at the Employer's principal place of business at the time of the
arbitration, in accordance with the Employment Claims Rules of the American
Arbitration Association. Judgment on any award rendered by the arbitrator may be
entered in any court having jurisdiction thereof. Each party to any dispute
regarding the Plan shall pay the fees and costs of presenting his, her or its
case in arbitration. All other costs of arbitration, including the costs of any
transcript of the proceedings, administrative fees, and the arbitrator's fees
shall be borne equally by the parties.

               (b)  Except as otherwise specifically provided in this Plan, the
provisions of this Section 15.8 shall be absolutely exclusive for any and all
purposes and fully applicable to each and every dispute regarding the Plan
including any claim which, if pursued through any state or federal court or
administrative proceeding, would arise at law, in equity or pursuant to
statutory, regulatory or common law rules, regardless of whether such claim
would arise in contract, tort or under any other legal or equitable theory or
basis. The arbitrator who hears or decides any claim under the Plan shall have
jurisdiction and authority to award only Plan benefits and prejudgment interest;
and apart from such benefits and interest, the arbitrator shall not have any
authority or jurisdiction to make any award of any kind including, without
limitation, compensatory damages, punitive damages, foreseeable or unforeseeable
economic damages, damages for pain and suffering or emotional distress, adverse
tax consequences or any other kind or form of damages. The remedy, if any,
awarded by such arbitrator shall be the sole and exclusive remedy for each and
every claim which is subject to arbitration pursuant to this Section 15.8. Any
limitations on the relief that can be awarded by the arbitrator are in no way
intended (i) to create rights or claims that can be asserted outside arbitration
or (ii) in any other way to reduce the exclusivity of arbitration as the sole
dispute resolution mechanism with respect to this Plan.

               (c)  The Plan and the Company will be the necessary parties to
any action or proceeding involving the Plan. No person employed by the Company,
no Participant, Inactive Participant or Beneficiary or any other person having
or claiming to have an interest in the Plan will be entitled to any notice or
process, unless such person is a named party to the action or proceeding. In any
arbitration proceeding all relevant statutes of limitation shall apply. Any
final judgment or decision that may be entered in any such action or proceeding
will be binding and conclusive on all persons having or claiming to have any
interest in the Plan.

     Notices
     -------

               Any notice from the Company or the Committee to an Employee,
Participant, Inactive Participant or Beneficiary regarding this Plan may be
addressed to the last known residence of said person as indicated in the records
of the Company. Any notice to, or any service of process upon, the Company or
the Committee with respect to this Plan may addressed as follows:

               L. Ray Christie
          -------------------------------
               Therma-Wave
          -------------------------------
               1250 Reliance Way
          -------------------------------

                                      114
<PAGE>

               Fremont, CA 94539
          -------------------------------

     Indemnification
     ---------------

               To the extent permitted by law, the Company shall, and hereby
does, indemnify and hold harmless any director, officer or employee of the
Company who is or may be deemed to be responsible for the operation of the Plan,
from and against any and all losses, claims, damages or liabilities (including
attorneys' fees and amounts paid, with the approval of the Board, in settlement
of any claim) arising out of or resulting from a duty, act, omission or decision
with respect to the Plan, so long as such duty, act, omission or decision does
not involve gross negligence or willful misconduct on the part of such director,
officer or employee. Any individual so indemnified shall, within 10 days after
receipt of notice of any action, suit or proceeding, notify the CFO of the
Company and offer in writing to the CFO the opportunity, at the Company's
expense, to handle and defend such action, suit or proceeding, and the Company
shall have the right, but not the obligation, to conduct the defense in any such
action, suit or proceeding. An individual's failure to give the CFO such notice
and opportunity shall relieve the Company of any liability to said individual
under this Section 15.10. The Company may satisfy its obligations under this
provision (in whole or in part) by the purchase of insurance. Any payment by an
insurance carrier to or on behalf of such individual shall, to the extent of
such payment, discharge any obligation of the Company to the individual under
this indemnification.

MISCELLANEOUS
-------------

     Alternative Acts and Times
     --------------------------

               If it becomes impossible or burdensome for the Company or the
Committee to perform a specific act at a specific time required by this Plan,
the Company or Committee may perform such alternative act which most nearly
carries out the intent and purpose of this Plan and may perform such required or
alternative act at a time as close as administratively feasible to the time
specified in this Plan for such performance. Nothing in the preceding sentence
shall allow the Company or Committee to accelerate or defer any payments to
Participants or Inactive Participants under this Plan, except as otherwise
expressly permitted herein.

     Masculine and Feminine, Singular and Plural
     -------------------------------------------

               Whenever used herein, pronouns shall include both genders, and
the singular shall include the plural, and the plural shall include the
singular, whenever the context shall plainly so require.

     Governing Law and Severability
     ------------------------------

               This Plan shall be construed in accordance with the laws of the
State of California (exclusive of its rules regarding conflicts of law) to the
extent that such laws are not preempted by ERISA or other federal laws. If any
provision of this Plan shall be held illegal or invalid for any reason, such
determination shall not affect the remaining provisions of this Plan which shall
be construed as if said illegal or invalid provision had never been included.

     Facility of Payment
     -------------------

               If the Plan Administrator, in its sole discretion, determines
that any Employee, Participant, Inactive Participant or Beneficiary by reason of
infirmity, minority or other disability, is physically, mentally or legally
incapable of giving a valid receipt for any payment due him or her or is
incapable of handling his or her own affairs and if the Plan Administrator is
not aware of any legal representative appointed on his or her behalf, then the
Plan Administrator, in its sole discretion, may direct (a) payment to or for the
benefit of the Employee, Participant, Inactive Participant or Beneficiary; (b)
payment to any person or institution maintaining custody of the Employee,
Participant, Inactive Participant or Beneficiary; or (c) payment to any other
person selected by the Plan Administrator to receive, manage and disburse such
payment for the benefit of the Employee, Participant, Inactive Participant or
Beneficiary. The receipt by any such person of any such payment shall be a
complete acquittance therefor; and any such payment, to the extent thereof,
shall discharge the liability of the

                                      115
<PAGE>

Company, the Committee, and the Plan for any amounts owed to the Employee,
Participant, Inactive Participant or Beneficiary hereunder. In the event of any
controversy or uncertainty regarding who should receive or whom the Plan
Administrator should select to receive any payment under this Plan, the Plan
Administrator may seek instruction from a court of proper jurisdiction or may
place the payment (or entire Account) into such court with final distribution to
be determined by such court.

     Correction of Errors
     --------------------

               Any crediting of Compensation or interest accruals to the Account
of any Employee, Participant, Inactive Participant or Beneficiary under a
mistake of fact or law shall be returned to the Company. If an Employee,
Participant, Inactive Participant or Beneficiary in an application for a benefit
or in response to any request by the Company or the Plan Administrator for
information, makes any erroneous statement, omits any material fact, or fails to
correct any information previously furnished incorrectly to the Company or the
Plan Administrator, or if the Plan Administrator makes an error in determining
the amount payable to an Employee, Participant, Inactive Participant or
Beneficiary, the Company or the Plan Administrator may correct its error and
adjust any payment on the basis of correct facts. The amount of any overpayment
or underpayment may be deducted from or added to the next succeeding payments,
as directed by the Plan Administrator. The Plan Administrator and the Company
reserve the right to maintain any action, suit or proceeding to recover any
amounts improperly or incorrectly paid to any person under the Plan or in
settlement of a claim or satisfaction of a judgment involving the Plan.

     Missing Persons
     ---------------

               In the event a distribution of part or all of an Account is
required to be made from the Plan to an Employee, Participant, Inactive
Participant or Beneficiary, and such person cannot be located, the relevant
portion of the Account shall escheat in accordance with the laws of the State of
California. If the affected Employee, Participant, Inactive Participant or
Beneficiary later contacts the Company, his or her portion of the Account shall
be reinstated and distributed as soon as administratively feasible. The Company
shall reinstate the amount forfeited by reclaiming such amount from the State of
California, and allocating it to the Account of the affected Employee,
Participant, Inactive Participant or Beneficiary. Prior to forfeiting any
Account, the Company shall attempt to contact the Employee, Participant,
Inactive Participant or Beneficiary by return receipt mail (or other carrier) at
his or her last known address according to the Company's records, and, where
practical, by letter-forwarding services offered through the Internal Revenue
Service, or the Social Security Administration, or such other means as the Plan
Administrator deems appropriate.

     Status of Participants
     ----------------------

               In accordance with Revenue Procedure 92-65 Section 3.01(d), this
Plan hereby provides:

               a.   Employees, Participants and Inactive Participants under this
Plan shall have the status of general unsecured creditors of the Company;

               b.   This Plan constitutes a mere promise by the Company to make
benefit payments in the future;

               c.   Any trust to which this Plan refers (i.e. any trust created
by the Company and any assets held by the trust to assist the Company in meeting
its obligations under the Plan) shall conform to the terms of the model trust
described in Revenue Procedure 92-64; and

               d.   It is the intention of the parties that the arrangements
under this Plan shall be unfunded for tax purposes and for purposes of Title I
of ERISA.

     Employee and Spouse Acknowledgement
     -----------------------------------

               By executing this Plan document or related enrollment or election
form, the undersigned Employee and, if Employee is married, Employee's spouse
hereby acknowledge that each of them has read and

                                      116
<PAGE>

understood this Plan document. Employee and his or her spouse also acknowledge
that they knowingly and voluntarily agree to be bound by the provisions of the
Plan, as amended from time to time, including those Plan provisions which
require the resolution of disputes by binding out-of-court arbitration. Employee
and his or her spouse further acknowledge that they have had the opportunity to
consult with counsel of their own choosing with respect to all of the financial,
tax and legal consequences of participating in this Plan, including in
particular the effects of participation on any community property or other
interest which the Employee's spouse may have in the Compensation deferred under
this Executive Deferred Compensation Plan.

               IN WITNESS WHEREOF, each of the undersigned has executed this
document on the date set forth adjacent to his or her signature below.


                                             THERMA-WAVE
                                             A California Corporation

Dated: __________                            By ______________________

                                             Title ___________________



                                             EMPLOYEE


Dated: __________                            _________________________
                                             Employee's Signature

                                             _________________________
                                             Employee's Printed Name



                                             EMPLOYEE'S SPOUSE


Dated: __________                            _________________________
                                             Spouse's Signature

                                             _________________________
                                             Spouse's Printed Name

                                      117
<PAGE>

                                  THERMA-WAVE
                     EXECUTIVE DEFERRED COMPENSATION PLAN

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
1.    PURPOSE..........................................................    103

2.    DEFINITIONS AND CAPITALIZED TERMS................................    103

3.    ELIGIBILITY......................................................    105

4.    DEFERRAL OF COMPENSATION.........................................    105
         4.1    Election to Defer......................................    105
         4.2    Date of Deferral.......................................    106
         4.3    Multiple Elections.....................................      6
         4.4    Annual Elections.......................................      6
         4.5    No Hardship Adjustments................................    106

5.    DEFERRED COMPENSATION ACCOUNTS...................................    106
         5.1    Maintenance of Accounts................................    106
         5.2    Investment Elections...................................      7
         5.3    Investment Earnings or Losses..........................      8
         5.4    Interest Accruals......................................    107
         5.5    Investment of Unpaid Balances..........................      9
         5.6    Company's General Assets...............................    108

6.    EFFECT ON EMPLOYEE BENEFITS......................................     10

7.    PAYMENT OF DEFERRED COMPENSATION ACCOUNTS........................     10
         7.1    Income Tax Obligations.................................     10
         7.2    In-Service Withdrawals.................................     11
         7.3    Termination of Employment..............................     11
         7.4    Disability.............................................     12
         7.5    Retirement.............................................     12
         7.6    Death Prior to Commencement of Distributions...........     13
         7.7    Death After Commencement of Distributions..............     13
         7.8    Withholding and Other Tax Consequences.................     13

8.    FUNDING..........................................................     14

9.    SUSPENSION OF PAYMENTS UPON COMPANY'S INSOLVENCY.................     14
</TABLE>

                                      118
<PAGE>

<TABLE>
<S>                                                                     <C>
10.   NON-ALIENATION OF BENEFITS.....................................   15

11.   LIMITATION OF RIGHTS...........................................   15

12.   BEST PAYMENTS..................................................   16

13.   NOTICE UNDER WARN..............................................   17

14.   AMENDMENT OR TERMINATION OF PLAN...............................   17

15.   ADMINISTRATIVE PROCEDURES AND DISPUTE RESOLUTION...............   17
         15.1    Plan Administrator..................................   17
         15.2    Committee Organization and Procedures...............   18
         15.3    Administrative Authority............................   18
         15.4    Expenses............................................   19
         15.5    Insurance...........................................   19
         15.6    Claims Procedure....................................   19
         15.7    Appeal Procedures...................................   20
         15.8    Arbitration.........................................   20
         15.9    Notices.............................................   22
         15.10   Indemnification.....................................   22

16.   MISCELLANEOUS..................................................   23
         16.1    Alternative Acts and Times..........................   23
         16.2    Masculine and Feminine, Singular and Plural.........   23
         16.3    Governing Law and Severability......................   23
         16.4    Facility of Payment.................................   23
         16.5    Correction of Errors................................   24
         16.6    Missing Persons.....................................   24
         16.7    Status of Participants..............................   25
         16.8    Employee and Spouse Acknowledgement.................   25

      EXECUTION......................................................   27
</TABLE>

                                      119
<PAGE>

                                  THERMA-WAVE

                     EXECUTIVE DEFERRED COMPENSATION PLAN

                           ________________________






                           Effective January 1, 2000

                                      120
<PAGE>

                               THERMA-WAVE, INC.
                     Executive Deferred Compensation Plan
                        Schedule 1, Calculation Assets
        _______________________________________________________________

The Company agrees that it will credit deferred Compensation and Company
Contributions in the Employee's Account with earnings or losses from and after
dates deferred amounts are credited to the Employee's Account. In determining
the interest calculation under the Plan, the Company will utilize the following
Calculation Assets, subject to the terms of the Plan.

<TABLE>
<CAPTION>
          -------------------------------------------------------------------------------
                                FUND                                         Percentage
          -------------------------------------------------------------------------------
          <S>                                                                <C>
           1. MONY Money Market Fund                                                   %
          -------------------------------------------------------------------------------
           2. MONY Govt. Securities Fund                                               %
          -------------------------------------------------------------------------------
           3. MONY Int. Term Bond Fund                                                 %
          -------------------------------------------------------------------------------
           4. MONY Long Term Bond Fund                                                 %
          -------------------------------------------------------------------------------
           5. Enterprise High Yield Bond Fund                                          %
          -------------------------------------------------------------------------------
           6. Enterprise Managed Fund                                                  %
          -------------------------------------------------------------------------------
           7. Enterprise Equity Portfolio                                              %
          -------------------------------------------------------------------------------
           8. Enterprise Small Company Value Fund                                      %
          -------------------------------------------------------------------------------
           9. Enterprise International Growth Fund                                     %
          -------------------------------------------------------------------------------
           10. Enterprise Accumulation Trust Growth Portfolio                          %
          -------------------------------------------------------------------------------
           11. Enterprise Accumulation Trust Small Co. Growth Portfolio                %
          -------------------------------------------------------------------------------
           12. Dreyfus Capital Appreciation Fund                                       %
          -------------------------------------------------------------------------------
           13. Dreyfus Small Company Stock Fund                                        %
          -------------------------------------------------------------------------------
           14. Dreyfus Stock Index Fund                                                %
          -------------------------------------------------------------------------------
           15. Dreyfus Socially Responsible Growth Fund                                %
          -------------------------------------------------------------------------------
           16. Van Eck Worldwide Hard Assets Fund                                      %
          -------------------------------------------------------------------------------
           17. Van Eck Worldwide Bond Fund                                             %
          -------------------------------------------------------------------------------
           18. Van Eck Worldwide Emerging Markets Fund                                 %
          -------------------------------------------------------------------------------
           19. T Rowe Price Equity Income Portfolio                                    %
          -------------------------------------------------------------------------------
           20. T  Rowe Price Prime Reserve Portfolio                                   %
          -------------------------------------------------------------------------------
           21. T Rowe Price International Stock Portfolio                              %
          -------------------------------------------------------------------------------
           22. T Rowe Price Limited Term Bond                                          %
          -------------------------------------------------------------------------------
           23. T Rowe Price New America Growth Portfolio                               %
          -------------------------------------------------------------------------------
           24. T Rowe Price Personal Strategy Balanced Fund                            %
          -------------------------------------------------------------------------------
           25. Morgan Stanley Equity Growth Portfolio                                  %
          -------------------------------------------------------------------------------
           26. Morgan Stanley Fixed Income Portfolio                                   %
          -------------------------------------------------------------------------------
           27. Morgan Stanley Value Portfolio                                          %
          -------------------------------------------------------------------------------
           28. Fidelity VIP II Asset Manager Portfolio                                 %
          -------------------------------------------------------------------------------
           29. Fidelity VIP III Growth and Income Portfolio                            %
          -------------------------------------------------------------------------------
           30. Fidelity Growth Opportunities Portfolio                                 %
          -------------------------------------------------------------------------------
           31. Fidelity Contrafund Portfolio                                           %
          -------------------------------------------------------------------------------
           32. Fidelity Growth Portfolio                                               %
          -------------------------------------------------------------------------------
           33. Janus Capital Appreciation Portfolio                                    %
          -------------------------------------------------------------------------------
           34. Janus Aggressive Growth                                                 %
          -------------------------------------------------------------------------------
           35. Janus Flexible Income Portfolio                                         %
          -------------------------------------------------------------------------------
           36. Janus International Growth Portifolio                                   %
          -------------------------------------------------------------------------------
           37. Janus Flexible Worldwide Growth Portfolio                               %
          -------------------------------------------------------------------------------
                                                                                100%
</TABLE>

                                      121
<PAGE>

     Participant(print name)____________________________

     Signature______________________________

     Date____________________


________________________________________________________________________________
                                  THERMA-WAVE

                     EXECUTIVE DEFERRED COMPENSATION PLAN

            EXHIBIT A (Part 1, page 1 of 2) - ELECTION OF DEFERRAL
________________________________________________________________________________

1.  I acknowledge that the terms and conditions of the Therma-Wave EXECUTIVE
DEFERRED COMPENSATION PLAN have been explained to me, including the tax
consequences of my decision to participate in the Plan.

2.  I agree to defer a portion of my current compensation, and to have that
income paid to me at a later date pursuant to the terms and conditions of the
Plan, which is incorporated by reference, in its entirety, in this Election of
Deferral Form.

3.  I understand that this Election Form is not an employment agreement, does
not guarantee that I will receive any predetermined amount of compensation, and
does not guarantee that I will receive any bonus, or incentive compensation.

4.  I understand that any compensation I defer will be held as an asset of
Therma-Wave, and will remain subject to the claims of the general creditors of
Therma-Wave

ELECTION TO DEFER COMPENSATION

I hereby elect to defer the following amount from each of my paychecks (at least
one percent (1%) but no more than one hundred percent (100%) of total
Compensation):

         _____% and/or $_______ of my salary paid in calendar year 20____.

         _____% and/or $_______ of my bonus paid in calendar year 20____.

         _____% and/or $_______ of my commissions paid in calendar year 20____.

I understand that I may discontinue deferral of future compensation at any time
during the Plan Year. I also understand that if I discontinue deferral of future
compensation during the year, I cannot restart deferral until the beginning of
the succeeding calendar year. The foregoing Election is voluntarily made by me
after reviewing the terms of the Plan and with knowledge that this Election is
irrevocable until changed in accordance with the terms of the Plan.

ELECTION OF EARLY RETIREMENT AGE

____ I elect an Early Retirment Age of ______ (no less than 55) years of age in
which to retire from the Company and begin receiving distributions from my
Account. I understand that such declaration must be made no less than one year
from attaining such age and that in the absence of such declaration I may begin
receiving distributions upon attaining Normal Retirement Age.

                                      122
<PAGE>

________________________________________________________________________________
                                  THERMA-WAVE

            EXHIBIT A (Part 1, page 2 of 2) - ELECTION OF DEFERRAL
________________________________________________________________________________

RETIREMENT BENEFIT DISTRIBUTION REQUEST

The following supersedes any previous distribution request and applies to all
amounts deferred and Company Discretionary Contributions, adjusted for earnings,
losses, and administrative expenses credited to or charged against the
Employee's Account. This election cannot be changed retroactively as to prior
deferrals, without the consent of the Corporation which may be withheld at its
sole discretion.

In the event of either:

     1.   Retirement at the Early Retirement Age, or

     2.   Retirement at the Normal Retirement Age, or

     3.   Disability or Termination.

I wish to receive my current and future deferrals in the following form: IF YOU
CHECK (ii), YOU MUST INDICATE THE NUMBER OF YEARS OVER WHICH INSTALLMENT
DISTRIBUTIONS SHOULD CONTINUE.

     If none of the following requests apply, the Retirement Benefit will be
  payable, as described at paragraph 7.4 or 7.5, in 180 monthly installments
  such that the Account shall deplete following the final installment.
  Installments shall begin upon the later of the Retirement Date or actual
  termination of employment.

____   (i)   lump sum, payable at the earlier of Early Retirement Age or Normal
             Retirement Age, or date of actual termination of employment;

____   (ii)  in _______ substantially equal monthly installments. (at least 60
             but not to exceed 180 months)

This Election of Deferral is executed and Agreed:


__________________________________  _________________________(Election Date)
(Signature)                         (Date)


__________________________________  _________________________
(Print Name)                        (Social Security Number)



Agreed:

Therma-Wave


By:__________________________


___________
(Date)

                                      123
<PAGE>

________________________________________________________________________________
                                  THERMA-WAVE
      EXHIBIT A (Part 2) - ELECTION OF COMPANY DISCRETIONARY CONTRIBUTION
________________________________________________________________________________


TO:      _________________________
         (Name of Employee)

FROM:    THERMA-WAVE

     The Company hereby elects to contribute the amount of _______________, and
does credit such amount under the terms of the Therma-Wave, Executive Deferred
Compensation Plan (the "Plan"), as of the _______ day of ______________, 20__,
on behalf of the Account of the above named Employee.

     This contribution is subject to the terms of the Plan.



Therma-Wave


BY:___________________

                                      124
<PAGE>

________________________________________________________________________________
                                  THERMA-WAVE

                  EXHIBIT A (Part 3) - IN-SERVICE WITHDRAWAL
________________________________________________________________________________

IN-SERVICE WITHDRAWAL

I hereby elect to receive an In-Service Withdrawal on the In- Service Withdrawal
Date specified below in the amount of the lesser of the Accrued Benefit, or the
following amount:


AMOUNT: ____________________  (Insert Amount)




IN-SERVICE WITHDRAWAL DATE:__________________ (At least 12 months after
Effective Date)



IN-SERVICE WITHDRAWAL. The lesser of either: (a) the In-Service Withdrawal
amount designated by the Employee or (b) the Accrued Benefit, shall be
distributed in a lump sum on the In-Service Withdrawal Date. The In-Service
Withdrawal Date shall be the later of either: (a) the In-Service Withdrawal Date
set forth, or (b) a date 12 months after the Election Date defined by this
Agreement . No In-Service Withdrawal shall be effective unless it is elected on
this form submitted as required by this Agreement.

                                      125
<PAGE>

________________________________________________________________________________
                                  THERMA-WAVE

                      EXHIBIT B- BENEFICIARY DESIGNATION
________________________________________________________________________________

I.  _________________________ (Insert Employee's name as it appears in the
Agreement.)

================================================================================

II. The above-named Employee's Revocable Beneficiary under the EXECUTIVE
    DEFERRED COMPENSATION PLAN is set forth below:

Primary Beneficiary(ies):         ____________________      ____________________

Relationship:                     ____________________      ____________________

Address:                          ____________________      ____________________

Social Security Number:           ____________________      ____________________

Contingent Beneficiary(ies):      ____________________      ____________________

Relationship:                     ____________________      ____________________

Address:                          ____________________      ____________________

Social Security Number:           ____________________      ____________________

================================================================================

III. If no individual beneficiary named is living at the Employee's death, the
Beneficiary shall be the executor(s) or administrator(s) of the Employee.

IV.  This Designation of Beneficiary revokes all prior designations and shall be
effective as of the date it is filed with the Company. The Employee retains the
right to revoke this Designation of Beneficiary.

Dated at _______________, State of _______________, on _______________, 20__.


__________________________              _____________________
Signature of Employee                   Witness

                                      126