Exhibit
10.1


 


CYMER, INC.


REDUCTION IN
FORCE SEPARATION BENEFITS PLAN


 


Revision
2, April 1, 2003


 


SECTION 1.                            PURPOSE


 


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


 


SECTION 2.                            EFFECTIVE DATE AND TERM


 


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date of this Plan, are hereby superseded by this Plan, effective as of April 1,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


 


SECTION 3.                            DEFINITIONS


 


(a)                                  “BASE PAY” means the Eligible Employee’s wages
earned on a weekly basis determined as of the Eligible Employee’s Termination
Date (as defined herein), excluding bonuses and commissions, and, if paid
hourly, is based on the average number of regularly scheduled hours worked per
week for the three months preceding the Termination Date.


 


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


 


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


 


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


 

















 


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


 


(f)                                    “Comparable  Position” 
means any position with the Company, regardless of title and
responsibilities, that is located within [50] miles of the location at which the Eligible Employee was performing his or her
duties immediately prior to his or her Termination Date and the compensation
for such position is within fifteen percent (15%) of Eligible Employee’s Base
Pay as of the Eligible Employee’s Termination Date.


 


(g)                                 “Eligible  Employee” means any non-temporary, full-time or
part-time employee (i.e., working at least 20 hours per week) of the Company
(specifically excluding any individual who is not treated by the Company as a
common law employee without regard to the characterization or
recharacterization of such individual’s status by any court or governmental
agency), who is paid from the Company’s United States payroll and who has been
notified by the Company that he or she is subject to Involuntary Termination
Without Cause as a result of a Reduction in Force and who has not been offered
a Comparable Position with the Company. 
Employees who do not return to work following a leave of absence prior
to a Reduction in Force and/or who begin receiving Long-Term Disability
benefits are not eligible for the benefits provided herein.


 


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


 


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


 


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


 


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


 


(l)                                    “Reduction in Force” means
the Involuntary Termination without Cause (as defined in the Plan) of the
employment of two (2) or more full-time or part-time employees of the Company
within a ninety (90) day period as a result of lack of work, lack of funds,
economic slowdowns, technological or structural changes in the Company’s
operations, or business, operational or other circumstances which necessitate a
reduction in the number of employees as a means of ensuring the financial
health, efficiency and viability of the Company on a short-term or long-term
basis.  The determination as to whether
a not a Reduction in Force has occurred under particular circumstances shall be
made by the Committee in its sole and exclusive discretion.


 


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


 


(n)                                 “Termination  Date” means the date of the Eligible Employee’s
Involuntary Termination Without Cause.


 


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(o)                                  “Years  of
Service” means the
number of full years (i.e., a period of twelve complete months) of service
completed by the Eligible Employee from the Service Date to the Termination
Date.


 


SECTION 4.                            DEPARTURE
AND ENTITLEMENT PROCEDURE.


 


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


 


SECTION 5.                            PARTICIPATION
AND BENEFITS.


 


(a)                                  Severance Benefits.  An
Eligible Employee who timely returns the signed Release described in Section 4
and meets the additional departure conditions described in Section 4 shall
become a Participant as of the effective date of the Release and the following
shall apply.


 


(i)                                    Severance
Payments.  The Participant
shall receive a lump-sum severance payment within one (1) week (seven days) of
becoming a Participant and the amount of such payment shall be based on the
Participant’s position level (as designated by the Company) and the
Participant’s Years of Service as of the Participant’s Termination Date as set
forth below.


 


	
  POSITION
  LEVEL

  	
   

  	
  SEVERANCE PAYMENTS

  
	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
  4 months Base Salary
  plus

  1 week Base Salary

  per Year of Service

  
	
   

  	
   

  	
   

  
	
  Manager

  	
   

  	
  2 months Base Salary plus

  1 week Base Salary

  per Year of Service

  
	
   

  	
   

  	
   

  
	
  Senior Level Professional,

  Individual Contributor

  	
   

  	
  2 months Base Salary
  plus

  1 week Base Salary

  per Year of Service

  
	
   

  	
   

  	
   

  
	
  Supervisor

  	
   

  	
  1 month Base Salary
  plus

  1 week Base Salary

  per Year of Service

  
	
   

  	
   

  	
   

  
	
  Exempt or Technical

  Employee

  	
   

  	
  1 month Base Salary
  plus

  1 week Base Salary

  per Year of Service

  
	
   

  	
   

  	
   

  
	
  Non-Exempt Employee

  	
   

  	
  1 week Base Salary

  per Year of Service

  (minimum 3 weeks Base Salary)

  



 


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(ii)                                Outplacement
Assistance.  The Participant
shall be eligible for outplacement assistance provided by a vendor to be chosen
by the Company at the Company’s sole and exclusive discretion for the
applicable period of time based on the Participant’s position level (as
designated by the Company) and Years of Service as of the Participant’s
Termination Date as set forth below.


 


	
  POSITION LEVEL

  	
   

  	
  OUTPLACEMENT
  SERVICES

  
	
   

  	
   

  	
   

  
	
  Director

  	
   

  	
  3-months

  
	
   

  	
   

  	
   

  
	
  Manager

  	
   

  	
  1-month

  
	
   

  	
   

  	
   

  
	
  Senior Level Professional,

  Individual Contributor

  	
   

  	
  1-month

  
	
   

  	
   

  	
   

  
	
  Supervisor

  	
   

  	
  2-day workshop

  
	
   

  	
   

  	
   

  
	
  Exempt or Technical

  Employee

  	
   

  	
  2-day workshop

  
	
   

  	
   

  	
   

  
	
  Non-Exempt Employee

  	
   

  	
  2-day workshop

  



 


(iii)                            Medical and
Dental Coverage.  The Participant and any
dependents shall continue to receive the medical and dental coverage in effect
as of the Participant’s Termination Date for a period of four (4) weeks from the
Participant’s Termination Date and such coverage shall cease as of the last day
of the month in which such four week period expires.


 


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


 


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


 


(d)                                  Offsets/Withholding.  Notwithstanding
any other provision of the Plan to the contrary, severance benefits received
pursuant to this Plan shall be subject to offset(s) and withholding as set
forth below.


 


(i)                                    All
severance benefits under this Plan shall be subject to legal deductions and
applicable withholding.


 


(ii)                                The
Company reserves the right to offset the benefits payable under this Plan by
any advanced monies the Participant owes the Company.


 


(iii)                            The
benefits and amounts payable under this Plan shall be reduced (but not below
zero) by any severance pay or benefits to which an Eligible Employee or
Participant,


 


4

















 


as applicable, is
or becomes entitled under any other severance pay plan, agreement, policy
or  arrangement.


 


(iv)                               There
shall be no duplication of benefits under this Plan.


 


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


 


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


 


(i)                                    If
an Eligible Employee resigns for any reason prior to his or her Termination
Date, then he/she shall not be entitled to any severance benefits hereunder.


 


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


 


(iii)                            If,
during the period represented by the severance payment described in
subparagraph 5(a)(i), a Participant is offered and accepts a position (whether
Comparable or not) with the Company, then he or she shall not receive any
further severance benefits under this Plan [and must repay the portion of the
lump sum representing the unexpired severance benefit payment].


 


(iv)                               If
a Participant receives severance benefits provided hereunder, later accepts a
position (whether Comparable or not) with the Company and is subsequently
subject to Involuntary Termination Without Cause as a result of a Reduction in
Force, then any severance benefits to which such Participant becomes entitled
under this Plan or any other severance pay plan, agreement, policy or
arrangement shall be reduced by the amount of the severance payment, if any,
previously received by such Participant pursuant to subparagraph 5(a)(i)
hereunder.


 


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


 


(vi)                               Notwithstanding
any provision of this Plan, contrary, to the extent that Eligible Employee
receives pay and/or other benefits in lieu of notice under any applicable
Federal, state or local law including, but not limited to, the Worker
Adjustment Retraining Notification Act, 29 U.S.C. Section 2101 et seq., or
the California “mini-WARN” Act, the benefits and amounts payable under
subsection 5(a) of this Agreement shall be reduced (but not below zero) by an
amount equal to the aggregate amount of such pay and/or other benefits received
by Eligible Employee in lieu of such notice.


 


5

















 


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


 


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


 


SECTION 6.                            ADMINISTRATION
AND OPERATION OF THE PLAN


 


(a)                                  Plan  Sponsor
and  Administrator.  The
Company is the “Plan Sponsor” and the “Plan Administrator” of the Plan (as such
terms are defined in ERISA) and shall have responsibility for complying with
any reporting and disclosure rules applicable to the Plan under ERISA.  In all other respects, except as provided
herein, the Plan shall be administered and operated by the Committee and its
delegatee(s).  The Committee is
empowered to construe and interpret the provisions of the Plan and to decide
all questions of eligibility for benefits under this Plan and shall make such
determinations in its sole and absolute discretion which shall be conclusive
and binding upon all persons.  The
Committee may at any time delegate to any other named person or body, or
reassume therefrom, any of its fiduciary responsibilities or administrative
duties with respect to this Plan.


 


(b)                                  The
members of the Committee shall be the name fiduciaries with respect to this
Plan for purposes of Section 402 of ERISA.


 


(c)                                  The
Committee may contract with one or more persons including, but without
limitation, actuaries, attorneys, accountants and consultants to render advice
with regard to any responsibility it has under the Plan.


 


(d)                                  Subject
to the limitations of this Plan, the Committee shall from time to time
establish such rules for the administration of this Plan as it may deem
desirable.


 


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


 


SECTION 7.                            CLAIMS,
INQUIRIES AND APPEALS


 


(a)                                  Applications  for
Benefits  and  Inquiries.  Except as otherwise provided in this
subsection 7(a), no application for benefits is required to receive benefits
under this Plan.  If an individual
believes that he or she has been wrongfully denied any benefits under this
Plan, such individual shall submit an application for benefits signed and in
writing to:  Corporate Human Resources,
Cymer, Inc., 16750 Via Del Campo Court, San Diego, California 92127, who shall
forward such request to the Committee.


 


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(b)                                  Denial  of
Claims.  If any application for benefits is denied in
whole or in part, the Committee must notify the claimant, in writing, of the
denial of the application, and of the claimant’s right to review of the
denial.  The written notice of denial
will be set forth in a manner designed to be understood, and will include
specific reasons for the denial, specific references to the Plan provision upon
which the denial is based, a description of any information or material that
the Committee needs to complete the review and an explanation of the Plan’s
review procedure.


 


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


 


(ii)                                This
notice of extension will describe the special circumstances necessitating the
additional time and the date by which the Committee is to render its decision
on the application.  If written notice
of denial of the application for benefits is not furnished within the specified
time, the application shall be deemed to be denied.  The claimant will then be permitted to appeal the denial in
accordance with the review procedure described below.


 


(c)                                  Request  for
Review.  The claimant (or the claimant’s authorized
representative) may appeal a denied benefit claim by submitting a written
request for a review to: Corporate Human Resources, Cymer, Inc., 16750 Via Del
Campo Court, San Diego, California 92127, who shall forward such request to the
Committee.


 


(i)                                    Any
appeal must be submitted within sixty (60) days after the application is denied
(or deemed denied).  The Committee will
give the claimant (or the claimant’s representative) an opportunity to review
pertinent documents in preparing a request for a review.


 


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


 


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


 


(d)                                  Decision  on
Review.  The Committee will act on each request for
review within sixty (60) days after receipt of the request, unless special
circumstances require an extension of time (not to exceed an additional sixty
(60) days) for processing the request for a review.  If an extension for review is required, written notice of the
extension will be furnished within the initial 60-day period.  The Committee will give written notice of
its decision to the applicant.  In the
event that the Committee confirms the denial of the application for benefits in
whole or in part, the notice will outline the specific Plan provisions upon
which the decision is based.  If written
notice of the Committee’s decision is not given within the time prescribed
above, the application will be deemed denied on review.


 


7

















 


(e)                                  Exhaustion  of
Remedies.  No legal action for benefits under the Plan
may be brought until (i) a written application for benefits has been submitted
in accordance with the procedures described above, (ii) the person claiming
benefits has been notified by the Committee that the application is denied (or
the application is deemed denied due to the Committee’s failure to act on it
within the time prescribed), (iii) a written request for a review of the
application has been submitted in accordance with the appeal procedure
described above and (iv) the person appealing the denial has been notified in
writing that the Committee has denied the appeal (or the appeal is deemed to be
denied due to the Committee’s failure to take any action on the claim within
the time prescribed).


 


SECTION 8.                            BASIS
OF PAYMENTS TO AND FROM THE PLAN


 


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


 


SECTION 9.                            AMENDMENT
AND TERMINATION


 


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


 


SECTION 10.                     NON-ALIENATION
OF BENEFITS


 


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


 


SECTION 11.                     LEGAL
CONSTRUCTION


 


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


 


SECTION 12.                     OTHER PLAN
INFORMATION


 


Plan
Identification Number: 
The Plan ID #501


 


Employer
Identification Number: 33-0175463


 


Ending
of the Plan’s Fiscal Year: December 31.


 


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


 


SECTION 13.                     STATEMENT OF
ERISA RIGHTS AND DUTIES


 


(a)                                  Participants
in this Plan (which is a welfare benefit plan sponsored by the Company) are
entitled to certain rights and protections under ERISA, including the right to:


 


8

















 


(i)                                    Examine,
without charge, at the Plan Administrator’s office and at other specified
locations, such as work sites, all Plan documents and copies of all documents
filed by the Plan with the U.S. Department of Labor, such as detailed annual
reports;


 


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


 


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


 


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


 


(c)                                  No
one, including the Company or any other person, may fire any person or
otherwise discriminate against him or her in any way to prevent him or her from
obtaining a Plan benefit or exercising rights under ERISA.  If a claim for a Plan benefit is denied in
whole or in part, the claimant must receive a written explanation of the reason
for the denial.  A claimant has the
right to have the Plan review and reconsider his or her claim.


 


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


 


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


 


9

















 


EXHIBIT A


 


RELEASE AND WAIVER OF CLAIMS


 


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


 


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


 


I also acknowledge
that I have read and understand Section 1542 of the California Civil Code which
reads as follows:  “A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must have materially
affected his settlement with the debtor.”  I hereby expressly waive and
relinquish all rights and benefits under that section and any law of any
jurisdiction of similar effect with respect to any claims I may have against
the Releasees.


 


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


 


	
  Date: 

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  [Employee]

  



 


10

















 


EXHIBIT A


 


RELEASE AND WAIVER OF CLAIMS


 


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


 


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


 


I also acknowledge
that I have read and understand Section 1542 of the California Civil Code which
reads as follows:  “A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must have materially
affected his settlement with the debtor.”  I hereby expressly waive and
relinquish all rights and benefits under that section and any law of any
jurisdiction of similar effect with respect to any claims I may have against
the Releasees.


 


I acknowledge
that, among other rights, I am waiving and releasing any rights I may have
under ADEA, that this Release and Waiver is knowing and voluntary, and that the
consideration given for this Release and Waiver is in addition to anything of
value to which I was already entitled as an executive of the Company.  I further acknowledge that I have been
advised, as required by the Older Workers Benefit Protection Act, that:  (a) the Release and Waiver granted herein
does not relate to claims which may arise after this Release and Waiver is
executed; (b) I have the right to consult with an attorney prior to executing
this Release and Waiver (although I may choose voluntarily not to do so); and
if I am over 40 years of age upon execution of this Release and Waiver: (c) I
have forty-five (45) days from the date of termination of my employment with
the Company in which to consider this Release and Waiver (although I may choose
voluntarily to execute this Release and Waiver earlier); (d) I have seven (7)
days following the execution of this Release and Waiver to revoke my consent to
this Release and Waiver; and (e) this Release and Waiver shall not be effective
until the seven (7) day revocation period has expired.


 


	
  Date: 

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  [Employee]

  



 


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