Exhibit 10.5


 


AMENDMENT NO. 1

TO

AVIZA, INC.


2003 EQUITY
INCENTIVE PLAN


Pursuant to the
authority reserved to the Board of Directors (the “Board”) of Aviza, Inc., formerly Aviza
Technology, Inc. (the “Company”),
a corporation organized under the laws of State of Delaware, under Section 15
of the Company’s 2003 Equity Incentive Plan (the “Plan”), the Board hereby amends the Plan as
follows.


1.             Effective as of December 15, 2006, Section 2 of the Plan
is hereby amended to incorporate a new definition following the definition of “Employee,”
re-lettering each subsequent definition accordingly, to read in its entirety as
follows:


“(l)   “Equity
Restructuring” shall mean a non-reciprocal transaction between the Company
and its stockholders, such as a stock dividend, stock split, spin-off, rights
offering or recapitalization through a large, nonrecurring cash dividend, that
affects the shares of Stock (or other securities of the Company) or the share
price of Stock (or other securities) and causes a change in the per share value
of the Stock underlying outstanding Awards.”


2.             Effective as of December 15, 2006, Section 13(a) of the
Plan is hereby amended to read in its entirety as follows:


“(a)         In the
event of any combination or exchange of shares, merger, consolidation or other
distribution (other than normal cash dividends) of Company assets to
stockholders, or any other change affecting the shares of Stock or the share
price of the Stock other than an Equity Restructuring, the Committee shall make
such proportionate adjustments, if any, as the Committee in its discretion may
deem appropriate to reflect such change with respect to (i) the aggregate
number and kind of shares that may be issued under the Plan (including, but not
limited to, adjustments of the limitations in Sections 3 and 6(c)); (ii) the
terms and conditions of any outstanding awards (including, without limitation,
any applicable performance targets or criteria with respect thereto); and (iii)
the grant or exercise price per share for any outstanding awards under the
Plan.  Any adjustment affecting an award
intended as “qualified performance-based compensation” as described in Section
162(m)(4)(C) of the Code shall be made consistent with the requirements of
Section 162(m) of the Code.”


3.             Effective as of December 15, 2006, Section 13 of the
Plan is hereby amended to incorporate a new subsection (c) following the
existing subsection (b) to read in its entirety as follows, with each
subsequent subsection re-lettered accordingly:


“(c)          In connection with the occurrence of
any Equity Restructuring, and notwithstanding anything to the contrary in
Section 13(a):


(i)                   The number and type of
securities subject to each outstanding award and the exercise price or grant
price thereof, if applicable, will be proportionately adjusted.  The adjustments provided under this Section
13(b)(i) shall



    















be
nondiscretionary and shall be final and binding on the affected Holder and the
Company.


(ii)                  The
Administrator shall make such proportionate adjustments, if any, as the Administrator
in its discretion may deem appropriate to reflect such Equity Restructuring
with respect to the aggregate number and kind of shares that may be issued
under the Plan (including, but not limited to, adjustments of the limitations
in Sections 3 and 6(c)).”


4.             Notwithstanding anything in this Amendment No. 1 to the
Plan to the contrary, this Amendment No. 1 to the Plan shall not apply to, and
instead Sections 13(a) and 13(b) of the Plan shall apply to, any award to which
the adoption of this Amendment No. 1 to the Plan by the Board would (A) result
in a penalty tax under Section 409A of the Code and the Department of Treasury
proposed and final regulations and guidance thereunder or (B) cause any
Incentive Stock Option to fail to qualify as an “incentive stock option” under
Section 422 of the Code.