exv10w2



 





Exhibit 10.2



ULTRATECH, INC.




SUPPLEMENTAL STOCK OPTION/STOCK ISSUANCE PLAN




AS AMENDED AND RESTATED EFFECTIVE JANUARY 29, 2008




ARTICLE ONE

GENERAL




          A. This Supplemental Stock Option/Stock Issuance Plan is intended to promote the interests of
Ultratech, Inc., a Delaware corporation, by authorizing an additional reserve of shares of the
Corporation’s common stock for issuance through long-term option grants, direct stock issuances and
other stock-based awards to individuals in the employ of the Corporation (or any Parent or
Subsidiary) who are not: (i) officers of the Corporation, (ii) employees with the title of Vice
President, General Manager or (iii) members of the Board.




          B. The Plan became effective immediately upon adoption by the Board on October 20, 1998. The
Plan was amended by the Board on January 29, 2008 to expressly authorize the issuance of restricted
stock unit awards under the Stock Issuance Program and to effect certain other technical revisions
to the Plan.




          C. The Plan shall supplement the authorized share reserve under the Corporation’s 1993 Stock
Option/Stock Issuance Plan, and share issuances under this Plan shall not reduce or otherwise
affect the number of shares of the Corporation’s common stock available for issuance under the 1993
Stock Option/Stock Issuance Plan. In addition, share issuances under the 1993 Stock Option/Stock
Issuance Plan shall not reduce or otherwise affect the number of shares of the Corporation’s common
stock available for issuance under this Plan.




          Capitalized terms shall have the meanings assigned to such terms in the attached Appendix.




     I. STRUCTURE OF THE PLAN



         A. The Plan shall be divided into two (2) separate equity programs:




               (i) the Option Grant Program under which eligible persons may, at the discretion of the
Plan Administrator, be granted options to purchase shares of Common Stock, and




               (ii) the Stock Issuance Program under which eligible persons may, at the discretion of
the Plan Administrator, be issued shares of Common Stock directly, either through the
immediate purchase of such shares or as a bonus for services rendered the Corporation (or
any Parent or Subsidiary) or the attainment of designated performance goals. Shares of
Common Stock may also be issued under the Stock Issuance Program pursuant to restricted
stock units or other stock right awards which entitle the recipients to receive the shares
underling those Awards upon the attainment of designated performance goals or the
satisfaction of specified Service requirements or upon the expiration of a designated time
period following the vesting of those Awards.













 





     II. ADMINISTRATION OF THE PLAN



          A. The Plan Administrator shall have full power and discretion (subject to the express
provisions of the Plan) to establish such rules and regulations as it may deem appropriate for the
proper administration of the Plan and to make such determinations under, and issue such
interpretations of, the provisions of the Plan and any outstanding Awards thereunder as it may deem
necessary or advisable. Decisions of the Plan Administrator shall be final and binding on all
parties who have an interest in the Option Grant or Stock Issuance Program or any outstanding Award
thereunder.




          B. The individuals serving as Plan Administrator shall serve for such period as the Board may
determine and shall be subject to removal by the Board at any time.




          C. Service as Plan Administrator shall constitute service as a Board member, and each Board
member serving as Plan Administrator shall accordingly be entitled to full indemnification and
reimbursement as a Board member for such service. No individual serving as Plan Administrator
shall be liable for any act or omission made in good faith with respect to the Plan or any option
grant or stock issuance made under the Plan.




     III. ELIGIBILITY



          A. The persons eligible to participate in the Plan shall be limited to those Employees who are
not at the time of the applicable Award: (i) officers of the Corporation, (ii) Employees with the
title of Vice President, General Manager or (iii) members of the Board.



          B. The Plan Administrator shall have full authority to determine (i) with respect to the
Option Grant Program, which eligible Employees are to receive option grants under the Plan, the
time or times when the grants are to be made, the number of shares subject to each such grant, the
time or times when each granted option is to become exercisable and the maximum term for which the
option may remain outstanding and (ii) with respect to stock issuances or other stock-based Awards
under the Stock Issuance Program, which eligible persons are to receive such Awards, the time or
times when such Awards are to be made, the number of shares subject to each such Award, the vesting
schedule (if any) applicable to the shares which are the subject of such Award and the cash
consideration (if any) payable for those shares. All options granted under the Plan shall be
Non-Statutory Options.



     IV. STOCK SUBJECT TO THE PLAN



          A. Shares of Common Stock shall be available for issuance under the Plan and shall be drawn
from either the Corporation’s authorized but unissued shares of Common Stock or from reacquired
shares of Common Stock, including shares repurchased by the Corporation on the open market. The
maximum number of shares of Common Stock reserved for issuance over the term of the Plan shall be
limited to 1,950,000 shares, subject to adjustment from time to time in accordance with the
provisions of Section IV.C. Such share reserve



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consists of (i) the 400,000 shares of Common Stock initially reserved for issuance under the
Plan plus (ii) the 400,000-share increase authorized by the Board effective October 19, 1999 plus
(iii) the additional 400,000-share increase authorized by the Board effective June 29, 2000 plus
(iv) the additional 750,000-share increase authorized by the Board effective January 29, 2002.



          B. Should one or more outstanding Awards under this Plan expire or terminate for any reason
prior to the issuance of all the shares of Common Stock subject to those Awards, then the shares
not issued under those Awards shall be available for subsequent issuance under the Plan. Unvested
shares issued under the Plan and subsequently cancelled or repurchased by the Corporation, at the
original issue price paid per share, pursuant to the Corporation’s repurchase rights under the Plan
shall be added back to the number of shares of Common Stock reserved for issuance under the Plan
and shall accordingly be available for reissuance through one or more subsequent Awards under the
Plan. Should the exercise price of an outstanding option under the Plan be paid with shares of
Common Stock, then the number of shares of Common Stock available for issuance under the Plan shall
be reduced by the gross number of shares for which the option is exercised, and not by the net
number of shares of Common Stock actually issued to the holder of such option.



          C. Should any change be made to the Common Stock issuable under the Plan by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off
transaction or other change affecting the outstanding Common Stock as a class without the
Corporation’s receipt of consideration, or should the value of the outstanding shares of Common
Stock be substantially reduced by reason of a spin-off transaction or extraordinary dividend or
distribution, equitable adjustments shall be made to (i) the maximum number and/or class of
securities issuable under the Plan, (ii) the number and/or class of securities and price per share
in effect under each Award outstanding under the Option Grant Program and (iii) the number and/or
class of securities subject to each outstanding Award under the Stock Issuance Program and the cash
consideration (if any) payable per share. Such adjustments to the outstanding Awards are to be
effected in a manner which shall preclude the enlargement or dilution of rights and benefits under
those outstanding Awards and other awards. The adjustments determined by the Plan Administrator
shall be final, binding and conclusive.



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ARTICLE TWO

OPTION GRANT PROGRAM




     I. OPTION TERMS



          Options granted under the Plan shall be authorized by action of the Plan Administrator and
shall be evidenced by one or more instruments in the form approved by the Plan Administrator;
provided, however, that each such instrument shall comply with the terms and conditions
specified below. All such granted options shall be Non-Statutory Options.




          A. Exercise Price.




               1. The exercise price per share shall be fixed by the Plan Administrator but shall not be less
than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the grant
date.



               2. Full payment of the exercise price shall become immediately due upon exercise of the option
and shall be payable in one or more of the forms specified below:




                    (i) cash or check made payable to the Corporation,




                    (ii) shares of Common Stock held for the requisite period (if any) necessary to avoid a
charge to the Corporation’s earnings for financial reporting purposes and valued at Fair
Market Value on the Exercise Date, or




                    (iii) through a special sale and remittance procedure pursuant to which the Optionee
shall concurrently provide irrevocable instructions (a) to a Corporation-designated
brokerage firm to effect the immediate sale of the purchased shares and remit to the
Corporation, out of the sale proceeds available on the settlement date, sufficient funds to
cover the aggregate exercise price payable for the purchased shares plus all applicable
Federal, state and local income and employment taxes required to be withheld by the
Corporation in connection with such purchase and (b) to the Corporation to deliver the
certificates for the purchased shares directly to such brokerage firm on such settlement
date in order to complete the sale transaction.



          Except to the extent such sale and remittance procedure is utilized, payment of the exercise
price for the purchased shares must be made on the Exercise Date.




          B. Exercise and Term of Options. Each option shall be exercisable at such time or
times, during such period and for such number of shares as shall be determined by the Plan
Administrator and set forth in the documents evidencing such option. No option shall have a
maximum term in excess of ten (10) years measured from the option grant date.




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          C. Limited Transferability. Each option granted under the Plan may, in connection
with the Optionee’s estate plan, be assigned in whole or in part during the Optionee’s lifetime to
one or more members of the Optionee’s immediate family or to a trust established exclusively for
one or more such family members. The assigned portion may only be exercised by the person or
persons who acquire a proprietary interest in the option pursuant to the assignment. The terms
applicable to the assigned portion shall be the same as those in effect for the option immediately
prior to such assignment and shall be set forth in such documents issued to the assignee as the
Plan Administrator may deem appropriate.




          D. Effect of Termination of Service.




               1. The following provisions shall govern the exercise of any options held by the Optionee at
the time of cessation of Service or death:




                    (i) Any option outstanding at the time of the Optionee’s cessation of Service for any
reason shall remain exercisable for such period of time thereafter as shall be determined by
the Plan Administrator and set forth in the documents evidencing the option, but no such
option shall be exercisable after the expiration of the option term.




                    (ii) Any option exercisable in whole or in part by the Optionee at the time of death
may be subsequently exercised by the personal representative of the Optionee’s estate or by
the person or persons to whom the option is transferred pursuant to the Optionee’s will or
in accordance with the laws of descent and distribution.




                    (iii) Should the Optionee’s Service be terminated for Misconduct, then all outstanding
options held by the Optionee shall terminate immediately and cease to be outstanding.




                    (iv) During the applicable post-Service exercise period, the option may not be
exercised in the aggregate for more than the number of shares for which the option is
exercisable on the date of Optionee’s cessation of Service. Upon the expiration of such
post-Service exercise period or (if earlier) upon the expiration of the option term, the
option shall terminate and cease to be outstanding for any otherwise exercisable shares for
which the option has not been exercised. However, the option shall, immediately upon
Optionee’s cessation of Service for any reason, terminate and cease to be outstanding with
respect to any and all option shares for which the option is not otherwise at the time
exercisable.



          2. The Plan Administrator shall have the discretion, exercisable either at the time an option
is granted or at any time while the option remains outstanding, to:





                    (i) extend the period of time for which the option is to remain exercisable following
Optionee’s cessation of Service or death from the limited period otherwise in effect for
that option to such greater period of time as the Plan Administrator shall deem appropriate,
but in no event beyond the expiration of the option term, and/or



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                    (ii) permit the option to be exercised, during the applicable post-Service exercise
period, not only with respect to the number of shares of Common Stock for which such option
is exercisable at the time of the Optionee’s cessation of Service but also with respect to
one or more additional installments for which the option would have become exercisable had
the Optionee continued in Service.



          E. Stockholder Rights. No Optionee shall have any stockholder rights with respect to
any option shares until such person shall have exercised the option and paid the exercise price for
the purchased shares.




          F. Repurchase Rights.




               1. The Plan Administrator shall have discretion to authorize the issuance of unvested shares
of Common Stock under this Article Two. Should the Optionee cease Service while holding such
unvested shares, the Corporation shall have the right to repurchase any or all of those unvested
shares at the option exercise price paid per share. The terms and conditions upon which such
repurchase right shall be exercisable (including the period and procedure for exercise and the
appropriate vesting schedule for the purchased shares) shall be established by the Plan
Administrator and set forth in the instrument evidencing such repurchase rights.



               2. The Plan Administrator shall have the discretionary authority, exercisable at any time
while the Corporation’s repurchase right remains outstanding, to cancel that repurchase right with
respect to one or more shares purchased or purchasable by the Optionee under this Article Two and
thereby accelerate the vesting of those shares in whole or in part at any time.



     II. CORPORATE TRANSACTION/CHANGE IN CONTROL



          A. Each option outstanding under the Plan at the time of a Corporate Transaction shall
automatically accelerate so that each such option shall, immediately prior to the specified
effective date for the Corporate Transaction, become fully exercisable with respect to the total
number of shares of Common Stock at the time subject to that option and may be exercised for all or
any portion of those shares as fully-vested shares. However, an outstanding option under the Plan
shall not become exercisable on such an accelerated basis if and to the extent: (i) such option
is, in connection with the Corporate Transaction, either to be assumed by the successor corporation
or parent thereof or to be replaced with a comparable option to purchase shares of the capital
stock of the successor corporation or parent thereof, (ii) such option is to be replaced with a
cash incentive program of the successor corporation which preserves the option spread existing at
the time of the Corporate Transaction on the shares for which the option is not otherwise at that
time exercisable and provides for the subsequent vesting and payout if that spread in accordance
with the same vesting schedule applicable to such option or (iii) the acceleration of such option
is subject to other limitations imposed by the Plan Administrator at the time of the option grant.
The determination of option comparability under clause (i) above shall be made by the Plan
Administrator, and its determination shall be final, binding and conclusive.




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          B. All of the Corporation’s outstanding repurchase rights under this Article Two shall
automatically terminate, and the shares subject to those terminated rights shall immediately vest
in full, upon the occurrence of a Corporate Transaction, except to the extent (i) any such
repurchase right is to be assigned to the successor corporation (or parent thereof) in connection
with the Corporate Transaction or (ii) such accelerated vesting is precluded by other limitations
imposed by the Plan Administrator at the time the repurchase right is granted.




          C. The Plan Administrator shall have the discretionary authority, exercisable either at the
time the option is granted or at any time while the option remains outstanding, to provide (upon
such terms as it may deem appropriate) for the automatic acceleration of one or more outstanding
options which are assumed or replaced in the Corporate Transaction and do not otherwise accelerate
at that time (and the termination of any outstanding repurchase rights), in the event the
Optionee’s Service should subsequently terminate within a designated period following the effective
date of such Corporate Transaction.




          D. Immediately following the consummation of the Corporate Transaction, all outstanding
options under the Plan shall terminate and cease to remain outstanding, except to the extent
assumed by the successor corporation or its parent company.




          E. Each outstanding option which is assumed in connection with the Corporate Transaction shall
be appropriately adjusted, immediately after such Corporate Transaction, to apply and pertain to
the number and class of securities which would have been issued to the Optionee, in consummation of
the Corporate Transaction, had such person exercised the option immediately prior to the Corporate
Transaction. Appropriate adjustments shall also be made to the exercise price payable per share,
provided the aggregate exercise price payable for such securities shall remain the same. In
addition, the class and number of securities available for issuance under the Plan following the
consummation of the Corporate Transaction shall be appropriately adjusted.




          F. The Plan Administrator shall have the discretionary authority, exercisable either at the
time the option is granted or at any time while the option remains outstanding, to provide for the
automatic acceleration of one or more outstanding options under the Plan (and the termination of
one or more of the Corporation’s outstanding repurchase rights) upon the occurrence of any Change
in Control. The Plan Administrator shall also have full power and authority to condition any such
option acceleration (and the termination of any outstanding repurchase rights) upon the subsequent
termination of the Optionee’s Service within a specified period following the Change in Control.
Any options accelerated in connection with the Change in Control shall remain fully exercisable
until the expiration or sooner termination of the option term.




          G. The grant of options under the Plan shall in no way affect the right of the Corporation to
adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge,
consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.




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     III. CANCELLATION AND REGRANT OF OPTIONS



          The Plan Administrator shall have the authority to effect, at any time and from time to time,
with the consent of the affected optionees, the cancellation of any or all outstanding options
under this Article Two and to grant in substitution new options under the Plan covering the same or
different numbers of shares of Common Stock but with an option exercise price per share not less
than the Fair Market Value of the Common Stock on the new grant date.




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ARTICLE THREE

STOCK ISSUANCE PROGRAM




     I. TERMS AND CONDITIONS OF STOCK ISSUANCES



          Shares of Common Stock may be issued under the Stock Issuance Program through direct and
immediate issuances without any intervening stock option grants. Shares of Common Stock may also
be issued under the Stock Issuance Program pursuant to restricted stock units or other stock right
awards which entitle the recipients to receive the shares underlying those Awards upon the
attainment of designated performance goals or the satisfaction of specified Service requirements or
upon the expiration of a designated time period following the vesting of those Awards. Each Award
under the Stock Issuance Program shall be evidenced by a Stock Award Agreement which complies with
the terms and conditions of this Article Three.




          A. Consideration.




               1. Shares of Common Stock may be issued for a cash consideration per share fixed by the Plan
Administrator at the of the Award, but in no event shall such cash consideration be less than one
hundred percent (100%) of the Fair Market Value per share of Common Stock on the Award date



               2. Shares of Common Stock underlying restricted stock units or other stock rights awarded
under the Stock Issuance Program shall be issued for consideration in the form of services rendered
the Corporation (or any Parent or Subsidiary) over the term the Award remains outstanding.



          B. Vesting Provisions.




               1. Shares of Common Stock issued under the Stock Issuance Program may, in the discretion of
the Plan Administrator, be fully and immediately vested upon issuance or may vest in one or more
installments over the Participant’s period of Service or upon the attainment of specified
performance objectives. Shares of Common Stock may also be issued under the Stock Issuance Program
pursuant to restricted stock units or other stock right awards which entitle the recipients to
receive the shares underlying those Awards upon the attainment of designated performance goals or
the satisfaction of specified Service requirements or upon the expiration of a designated time
period following the vesting of those Awards, including (without limitation) a deferred
distribution date following the termination of the Participant’s Service.



               2. The Participant shall have full stockholder rights with respect to any shares of Common
Stock issued to him or her under the Plan, whether or not his or her interest in those shares is
vested. Accordingly, the Participant shall have the right to vote such shares and to receive any
regular cash dividends paid on such shares. Any new, additional or different shares of stock or
other securities or property (including money paid other than as a regular cash dividend) which the
Participant may have the right to receive with respect to his or



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her unvested shares of Common
Stock by reason of any stock dividend, stock split, reclassification, combination of shares,
exchange of shares or other change affecting the Common Stock as a class without the Corporation’s
receipt of consideration shall be issued, subject to (i) the same vesting requirements applicable
to his or her unvested shares and (ii) such escrow arrangements as the Plan Administrator shall
deem appropriate.



               3. Should the Participant cease to remain in Service while holding one or more unvested shares
of Common Stock issued under the Stock Issuance Program or should the performance objectives not be
attained with respect to one or more such unvested shares of Common Stock, then those shares shall
be immediately surrendered to the Corporation for cancellation, and the Participant shall have no
further stockholder rights with respect to those shares. To the extent the surrendered shares were
previously issued to the Participant for cash consideration, the Corporation shall repay that
consideration to the Participant at the time the shares are surrendered.



               4. The Participant shall not have any stockholder rights with respect to the shares of Common
Stock subject to restricted stock units or stock right award until that Award vests and the shares
of Common Stock are actually issued thereunder.



               5. The Plan Administrator may in its discretion waive the surrender and cancellation of one or
more unvested shares of Common Stock (or other assets attributable thereto) which would otherwise
occur upon the cessation of Participant’s Service or the non-attainment of the performance
objectives applicable to those shares. Such waiver shall result in the immediate vesting of the
Participant’s interest in the shares of Common Stock as to which the waiver applies. Such waiver
may be effected at any time, whether before or after the Participant’s cessation of Service or the
attainment or non-attainment of the applicable performance objectives.



               6. Outstanding restricted stock units or other stock right awards under the Stock Issuance
Program shall automatically terminate, and no shares of Common Stock shall actually be issued in
satisfaction of those Awards, if the performance goals or Service requirements established for such
Awards are not attained or satisfied. The Plan Administrator, however, shall have the discretionary
authority to issue vested shares of Common Stock under one or more outstanding restricted stock
units or other stock right awards as to which the designated performance goals or Service
requirements have not been attained or satisfied.



     II. CORPORATE TRANSACTION/CHANGE IN CONTROL



          A. In the event of any Corporate Transaction, all of the Corporation’s outstanding repurchase
rights under the Stock Issuance Program shall terminate automatically and all the shares of Common
Stock subject to those terminated rights shall immediately vest in full, except to the extent (i)
those repurchase rights are to be assigned to the successor corporation (or parent thereof) in
connection with such Corporate Transaction or (ii) the Plan Administrator imposes other limitations
in the Issuance Agreement which preclude such accelerated vesting in whole or in part.




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          B. The Plan Administrator shall have the discretionary authority, exercisable either at the
time the unvested shares are issued or any time while the Corporation’s repurchase rights remain
outstanding under the Stock Issuance Program, to provide that those rights shall automatically
terminate in whole or in part, and the shares of Common Stock subject to those terminated rights
shall immediately vest, upon the Participant’s termination of Service within a designated period
following the effective date of any Corporate Transaction in which those repurchase rights are
assigned to the successor corporation (or parent thereof).




          C. The Plan Administrator shall have the discretionary authority, exercisable either at the
time the unvested shares are issued or any time while the Corporation’s repurchase rights remain
outstanding under the Stock Issuance Program, to provide that those rights shall automatically
terminate in whole or in part, and the shares of Common Stock subject to those terminated rights
shall immediately vest, upon the occurrence of a Change in Control. Alternatively, the Plan
Administrator may condition such accelerated vesting upon the Participant’s termination of Service
within a designated period following the effective date of any Change in Control.




          D. Each outstanding restricted stock unit or share right award may be assumed in connection
with a Corporate Transaction or Change in Control or otherwise continued in effect. Each Award so
assumed or continued in effect shall be adjusted immediately after the consummation of that
Corporate Transaction or Change in Control so as to apply to the number and class of securities
into which the shares of Common Stock subject to the award immediately prior to the Corporate
Transaction or Change in Control would have been converted in consummation of such Corporate
Transaction or Change in Control had those shares actually been outstanding at that time, and
appropriate adjustments shall also be made to the cash consideration (if any) payable per share
thereunder, provided the aggregate cash consideration shall remain the same. If any such
restricted stock unit or other stock right award is not so assumed or otherwise continued in effect
or replaced with a cash incentive program of the successor corporation which preserves the Fair
Market Value of the underlying shares of Common Stock at the time of the Change in Control and
provides for the subsequent vesting and payout of that value in accordance with the same vesting
schedule applicable to those shares, then such Award shall vest, and the shares of Common Stock
subject to that Award shall be issued as fully-vested shares, immediately prior to the consummation
of the Corporate Transaction or Change in Control., unless provided otherwise in the applicable
Stock Award Agreement




          E. The Plan Administrator shall have the discretionary authority to structure one or more
restricted stock units or other stock right awards under the Stock Issuance Program so that the
shares of Common Stock subject to those Awards shall automatically vest and become issuable in
whole or in part immediately upon the occurrence of a Corporate Transaction or Change in Control or
upon the subsequent termination of the Participant’s Service by reason of an Involuntary
Termination within a designated period following the effective date of that Corporate Transaction
or Change in Control.




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     III. SHARE ESCROW/LEGENDS



          Unvested shares may, in the Plan Administrator’s discretion, be held in escrow by the
Corporation until the Participant’s interest in such shares vests or may be issued directly to the
Participant with restrictive legends on the certificates evidencing those unvested shares.




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ARTICLE FOUR

MISCELLANEOUS




     I. EFFECTIVE DATE AND TERM OF PLAN



          A. This Plan became effective upon approval by the Board on October 20, 1998 and shall not be
subject to stockholder approval. The Plan was amended by the Board on October 19, 1999 to increase
the number of shares of Common Stock reserved for issuance under the Plan from 400,000 shares to
800,000 shares and was further amended on June 29, 2000 to increase the number of shares of Common
Stock reserved for issuance under the Plan from 800,000 shares to 1,200,000 shares. Both
400,000-share increases were effective immediately and were not subject to stockholder approval.
On January 29, 2002, the Board amended the Plan to increase the number of shares of Common Stock
reserved for issuance under the Plan from 1, 200,000 shares to 1,950,000 shares. Such increase was
effective immediately and was not subject to stockholder approval. On January 29, 2008 the Board
amended the Plan to expressly authorized the issuance of restricted stock units and other
stock-based awards under the Stock Issuance Program which will entitle the recipient to the shares
of Common Stock underlying those Awards upon the attainment of designated performance goals or the
satisfaction of specified Service requirements or upon the expiration of a designated time period
following the vesting of those Awards. Such amendment was not subject to stockholder approval.




          B. The Plan shall terminate upon the earlier of (i) October 19, 2008 and (ii) the date on
which all shares available for issuance under the Plan shall have been issued as fully-vested
shares pursuant to the Awards made under the Plan. If the date of termination is determined under
clause (i) above, then all Awards outstanding on such date shall thereafter continue to have force
and effect in accordance with the provisions of the applicable agreements evidencing those Awards.




     II. AMENDMENT OF THE PLAN



          The Board has complete and exclusive power and authority to amend or modify the Plan in any or
all respects whatsoever. However, no such amendment or modification shall adversely affect rights
and obligations with respect to stock options, unvested stock issuances or other stock-based awards
at the time outstanding under the Plan, unless the affected Optionees or Participants consent to
such amendment.




     III. USE OF PROCEEDS



          Any cash proceeds received by the Corporation from the sale of shares pursuant to option
grants or stock issuances under the Plan shall be used for general corporate purposes.




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     IV. REGULATORY APPROVALS



          A. The implementation of the Plan, the granting of any Award under the Plan, and the issuance
of Common Stock upon the exercise or settlement of such Awards shall be subject to the
Corporation’s procurement of all approvals and permits required by regulatory authorities having
jurisdiction over the Plan, the Awards made under it and the Common Stock issued pursuant to it.




          B. No shares of Common Stock or other assets shall be issued or delivered under this Plan
unless and until there shall have been compliance with all applicable requirements of Federal and
state securities laws, including the filing and effectiveness of the Form S-8 registration
statement for the shares of Common Stock issuable under the Plan, and all applicable listing
requirements of any stock exchange (or the Nasdaq National Market, if applicable) on which the
Common Stock is then listed for trading.




     V. TAX WITHHOLDING



          The Corporation’s obligation to deliver shares of Common Stock upon the exercise of stock
options for such shares or the issuance or vesting of such shares under the Plan shall be subject
to the satisfaction of all applicable federal, state and local income and employment tax
withholding requirements.




     VI. AT WILL EMPLOYMENT/SERVICE



          Neither the action of the Corporation in establishing the Plan, nor any action taken by the
Plan Administrator hereunder, nor any provision of the Plan shall be construed so as to grant any
individual the right to remain in Service for any period of specific duration, and the Corporation
(or any Parent or Subsidiary employing such individual) may terminate such individual’s Service at
any time and for any reason, with or without cause.




     VII. MISCELLANEOUS PROVISIONS



          A. The right to acquire Common Stock or other assets under the Plan may not be assigned,
encumbered or otherwise transferred by any Optionee or Participant, except as expressly provided
herein.




          B. The provisions of the Plan relating to the exercise of options and the vesting of shares
shall be governed by the laws of the State of California, as such laws are applied to contracts
entered into and performed in such state.




          C. The provisions of the Plan shall insure to the benefit of, and shall be binding upon, the
Corporation and its successors and assigns, whether by Corporate Transaction or otherwise, and the
Participants and Optionees and the legal representatives, heirs or legatees of their respective
estates.




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APPENDIX




          The following definitions shall be in effect under the Plan:




          A. Award shall mean any of the following awards authorized for issuance or grant under
the Plan: stock options, direct stock issuances, restricted stock units or other stock right awards




          B. Board shall mean the Corporation’s Board of Directors.




          C. Change in Control shall mean a change in ownership or control of the Corporation
effected through either of the following transactions:





               (i) the acquisition, directly or indirectly by any person or related group of persons
(other than the Corporation or a person that directly or indirectly controls, is controlled
by, or is under common control with, the Corporation), of beneficial ownership (within the
meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent
(50%) of the total combined voting power of the Corporation’s outstanding securities
pursuant to a tender or exchange offer made directly to the Corporation’s stockholders, or




               (ii) a change in the composition of the Board over a period of thirty-six (36)
consecutive months or less such that a majority of the Board members ceases, by reason of
one or more contested elections for Board membership, to be comprised of individuals who
either (A) have been Board members continuously since the beginning of such period or (B)
have been elected or nominated for election as Board members during such period by at least
a majority of the Board members described in clause (A) who were still in office at the time
the Board approved such election or nomination.



          D. Code shall mean the Internal Revenue Code of 1986, as amended.




          E. Common Stock shall mean the Corporation’s common stock.




          F. Corporate Transaction shall mean any of the following stockholder-approved
transactions to which the Corporation is a party:





               (i) a merger or consolidation in which the Corporation is not the surviving entity,
except for a transaction the principal purpose of which is to change the State in which the
Corporation is incorporated,




               (ii) the sale, transfer or other disposition of all or substantially all of the assets
of the Corporation in complete liquidation or dissolution of the Corporation, or




               (iii) any reverse merger in which the Corporation is the surviving entity but in which
securities possessing more than fifty percent (50%) of the total combined voting power of
the Corporation’s outstanding securities are transferred to person or persons different from
the persons holding those securities immediately prior to such merger.



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          G. Corporation shall mean Ultratech, Inc., a Delaware corporation, and its successors.




          H. Employee shall mean an individual who is in the employ of the Corporation (or any
Parent or Subsidiary), subject to the control and direction of the employer entity as to both the
work to be performed and the manner and method of performance.




          I. Exercise Date shall mean the date on which the Corporation shall have received
written notice of the option exercise.




          J. Fair Market Value per share of Common Stock on any relevant date shall be
determined in accordance with the following provisions:




               - If the Common Stock is at the time traded on the Nasdaq Global or Global Select Market, then
the Fair Market Value shall be the closing selling price per share of Common Stock on the date in
question, as such price is reported on by the National Association of Securities Dealers on such
exchange. If there is no reported closing selling price for the Common Stock on the date in
question, then the Fair Market Value shall be the closing selling price on the last preceding date
for which such quotation exists.



               - If the Common Stock is at the time listed on any other national stock exchange, then the
Fair Market Value shall be the closing selling price per share of Common Stock on the date in
question on the stock exchange determined by the Plan Administrator to be the primary market for
the Common Stock, as such price is officially quoted in the composite tape of transactions on such
exchange and published in The Wall Street Journal. If there is no closing selling price for the
Common Stock on the date in question, then the Fair Market Value shall be the closing selling price
on the last preceding date for which such quotation exists.



          K. Misconduct shall mean the commission of any act of fraud, embezzlement or
dishonesty by the Optionee or Participant, any unauthorized use or disclosure by such person of
confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any
other intentional misconduct by such person adversely affecting the business or affairs of the
Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not
be deemed to be inclusive of all the acts or omissions which the Corporation (or any Parent or
Subsidiary) may consider as grounds for the dismissal or discharge of any Optionee, Participant or
other person in the Service of the Corporation (or any Parent or Subsidiary).




          L. 1934 Act shall mean the Securities Exchange Act of 1934, as amended.




          M. Non-Statutory Option shall mean an option not intended to satisfy the requirements
of Code Section 422.




          N. Option Grant Program shall mean the option grant program in effect under the Plan.




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          O. Optionee shall mean any person to whom an Award is made under the Option Grant
Program.




          P. Parent shall mean any corporation (other than the Corporation) in an unbroken chain
of corporations ending with the Corporation, provided each corporation in the unbroken chain (other
than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of the other corporations
in such chain.




          Q. Participant shall mean any person who receives an Award under the Stock Issuance
Program in effect under the Plan.




          R. Permanent Disability or Permanently Disabled shall mean the inability of an
individual to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment expected to result in death or to be of continuous duration of twelve
(12) months or more.




          S. Plan shall mean the Corporation’s Supplemental Stock Option/Stock Issuance Plan, as
set forth in this document.




          T. Plan Administrator shall mean the committee comprised of one or more Board members
appointed by the Board to administer the Plan.




          U. Service shall mean the provision of services on a periodic basis to the Corporation
(or any Parent or Subsidiary) in the capacity of an Employee or an independent consultant or
advisor, except to the extent otherwise specifically provided in the applicable stock option
agreement.




          V. Stock Award Agreement shall mean the agreement entered into by the Corporation and
the Participant at the time an Award is made to such Participant under the Stock Issuance Program.




          W. Stock Issuance Program shall mean the stock issuance program in effect under the
Plan.




          X. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken
chain of corporations beginning with the Corporation, provided each corporation (other than the
last corporation) in the unbroken chain owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.





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