EXHIBIT 10.14


 


ULTRATECH STEPPER


TERMINATION AGREEMENT AND


GENERAL RELEASE OF ALL CLAIMS


 


1.               The intent of this Agreement and Release
is to mutually, amicably and finally resolve and compromise all issues and
claims surrounding Ellery Buchanan employment by Ultratech Stepper (herein
called the “Company”).  The execution of
this Agreement shall not in any way be considered an admission of any liability
on the part of the Company.


 


2.               In exchange for the Release described
below, the Company agrees to pay Ellery Buchanan: a) an additional thirty-seven
(37) weeks of base salary (less appropriate payroll taxes) which is in effect
on Monday, September 30, 2002 (base salary does not include any bonuses or
other compensation), b) the Company will continue health benefits through the
end of October 2002 and c) the Company will pay Ellery Buchanan $11,700 for
benefit continuation, if he so wishes.


 


3.               In consideration for the payment
described in paragraph 2 above, Ellery Buchanan, his representatives,
successors, and assigns do hereby completely release and forever discharge the
Company, its affiliated and subsidiary corporations, its shareholders,
officers, and all other representatives, agents, directors, employees,
successors, and assigns from all claims, rights, demands, actions, obligations,
and causes of action of any and every kind of nature and character, known and
unknown, which Ellery Buchanan may now have or has ever had against them
arising from or in any way connected with the employment relationship between
Ellery Buchanan and the Company, and any action during the relationship or the
termination thereof, including but not limited to all “wrongful discharge”
claims and all claims relating to any contracts of employment, expressed or
implied; any covenant of good faith and fair dealing, expressed or implied; any
tort of any nature; any federal, state or municipal statute or ordinance; any
claims under the California Fair Employment and Housing Act, Title VII of the
Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, 42
U.S.C. section 1981; and any other laws and regulations relating to employment
discrimination; and any and all claims for attorneys’ fees and costs.


 


4.               Ellery Buchanan has read Section 1542 of
the Civil Code of the State of California which provides as follows:


 


A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS OF WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXCUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.


 


Ellery Buchanan understands that Section 1542 gives him the right not
to release existing claims, of which he is not now aware, unless he voluntarily
chooses to waive this right. 
Nevertheless, having been so appraised, he hereby voluntarily elects to
waive and does waive the rights described in Section 1542, and elects to assume
all risks for claims that now exist in his favor, known or unknown, whenever  arising
from the subject of this Agreement.


 


5.               Ellery Buchanan acknowledges that the
Company advised him to consult with an attorney prior to signing the Release;
advised him that he had twenty-one (21) days in which to consider whether he
should sign this Release; and advised him that if he signed this Release, he
would be given seven (7) days following the date in which he signed the Release
to revoke it and that the Release would not be effective until after this
seven-day period has lapsed.


 


6.               This Release shall become effective on
the eighth (8th) day following the date in which it is signed by
Ellery Buchanan.  It is understood that
Ellery Buchanan may revoke his approval of this Release in the seven-day period
following the date in which he signs the Release.


 


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7.               This Agreement constitutes the entire
understanding of the parties on the subjects covered.  Ellery Buchanan expressly warrants that he has read and fully
understands this Agreement; that he understands that he has had the opportunity
to consult with legal counsel of his own choosing and to have the terms of the
Agreement fully explained to him; that he is not executing this Release in
reliance on any promises, representations, or inducements other than those
contained herein; and that he is executing this Release voluntarily, free of
any duress or coercion.


 


 


	
  /s/ Heidi M. Ordwein

  	
   

  	
   

  	
   

  	
   

  
	
  Heidi M. Ordwein

  	
   

  	
  Dated

  	
  September 30, 2003

  
	
  Director, Employee
  Relations

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Ellery Buchanan

  	
   

  	
   

  	
   

  	
   

  
	
  Ellery Buchanan

  	
   

  	
  Dated

  	
  September 30, 2003

  



 


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