2. The third paragraph of Section 4.2 of the Plan is hereby amended to read as follows:          An election to make Performance-Based Bonus Deferrals under this subsection 4.2 shall remainin effect through the end of the performance period to which the election applies (except asprovided in subsection 4.5), and shall be irrevocable. If a Participant fails to make aPerformance-Based Bonus Deferral Election for a given performance period, such Participant’sPerformance-Based Bonus Deferral Election for that performance period shall be deemed to be zero.     3. The first sentence of Section 4.5 of the Plan is hereby amended to read as follows:          A Participant shall not be permitted to change or revoke his Deferral Election (except asotherwise described in subsection 4.1), except that if a Participant’s status changes such that hebecomes ineligible for the Plan, the Participant’s Deferrals under the Plan shall cease asdescribed in subsection 3.2     4. Section 4.7 of the Plan is hereby amended in its entirety to read as follows:          Any Participant Deferrals or Employer Contributions to be credited to a Participant’s Accountunder this Section may be reduced by an amount equal to the Federal or state income, payroll, orother taxes required to be withheld on such deferrals or contributions or to satisfy any effectiveelections made by the Participant under any cafeteria benefit plan maintained by the Employer underSection 125 of the Code. A Participant shall be entitled only to the net amount of such deferral orcontribution (as adjusted from time to time pursuant to the terms of the Plan). The Administratormay limit the Deferral Election that would otherwise become effective for the Participant for anyupcoming Plan Year, to the extent that election would reduce the Participant’s Compensation fromthe Employer for that Plan Year to an amount insufficient to cover taxes, withholding, and otherrequired deductions applicable to the Participant for that Plan Year.     5. Section 9.1 of the Plan is hereby amended in its entirety to read as follows:          The Participant’s vested Account balances shall be distributed to the Participant in the formof a single lump sum payment, or, if subsection 9.2 applies, in the form of installment payments aspermitted by the Employer in the Adoption Agreement. Subject to subsection 9.3 hereof,distribution of the Participant’s Accounts shall be made within the 90-day period following his orher Termination Date. In the event of the Participant’s death prior to the distribution of theentire amount of his vested Account balances, whether the Participant’s death occurs before orafter a distribution has commenced from those Account balances, the entire amount of those unpaidvested Account balances shall be distributed in a single lump sum payment to the Participant’sBeneficiary as determined in accordance with Section 9.5. Subject to subsection 9.3 hereof,distribution of a deceased Participant’s Accounts shall be made within the 90-day period followingthe date of his death. Notwithstanding any provision of the Plan to the contrary, for purposes ofthis subsection, a Participant’s Accounts shall be valued as of a Valuation Date as soon asadministratively feasible preceding the date such distribution is made, in accordance with rulesestablished by the Administrator.
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          Notwithstanding the foregoing, to the extent designated by the Employer in the AdoptionAgreement, a Participant may elect, in accordance with this subsection, a distribution date for hisCompensation Deferral Accounts that is prior to his Termination Date (an “In-ServiceDistribution”). A Participant’s election of an In-Service Distribution date must: (i) be made atthe time of his Deferral Election for a Plan Year and (ii) apply only to amounts deferred pursuantto that election, and any earnings, gains, losses, appreciation and depreciation credited theretoor debited therefrom with respect to such amounts. To the extent authorized by the Employer in theAdoption Agreement, a Participant may elect an In-Service Distribution date with respect toPerformance-Based Bonus Deferrals that is separate from an In-Service Distribution date withrespect to Compensation Deferrals other than Performance-Based Bonus Deferrals for the same year.In no event, however, may the applicable In-Service Distribution date be earlier than the number ofyears designated by the Employer in the Adoption Agreement following the year in which theapplicable Compensation would have been paid absent the deferral, or as further determined orlimited in accordance with rules established by the Administrator. Payments made pursuant to anIn-Service Distribution election shall be made in a lump sum as soon as administratively feasiblefollowing January 1 of the calendar year in which the elected In-Service Distribution date occurs,but in no event later than the end of that calendar year. For purposes of such payment, the valueof the Participant’s Accounts for the applicable Plan Year shall be determined as of a ValuationDate preceding the date that such distribution is made, in accordance with rules established by theAdministrator. In the event a Participant’s Termination Date occurs (or, if permitted by theEmployer in the Adoption Agreement, in the event a Change in Control of the Employer occurs) priorto the date the Participant had previously elected to have an In-Service Distribution payment madeto him, such amount shall be paid to the Participant under the rules applicable for payment onTermination of Employment in accordance with this subsection 9.1 and subsection 9.2 or, in theevent the Participant has also elected a Change in Control distribution for the Account, suchamount shall be paid to the Participant under the rules applicable to an earlier Change in Controldistribution in accordance with subsection 9.9. No In-Service Distribution shall be applicable toany amounts deferred in a year in which the Participant fails to make an affirmative election, andpayment of such amounts for such year shall be made in accordance with his most recent election onfile with the Administrator (if no election is on file, then such amounts shall be paid to him in asingle lump sum).     To the extent authorized by the Employer in the Adoption Agreement, Participants whoseTermination Date has not yet occurred may elect to defer payment of any In-Service Distribution,provided that such election is made in accordance with procedures established by the Administrator,and further provided that any such election must be made no later than 12 calendar months prior tothe originally elected In-Service Distribution Date. Participants may elect any deferred paymentdate, but such date must be no fewer than five years from the original In-Service DistributionDate.     6. Section 9.2 of the Plan is hereby amended in its entirety to read as follows:     To the extent authorized by the Employer in the Adoption Agreement, a Participant may, in lieuof a lump sum distribution under Section 9.1, elect to receive payments from one or more of hisAccounts in a series of annual installments over a period not to exceed the maximum installmentperiod specified by the Employer in the Adoption Agreement. To the extent a
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Participant fails to make an election, the Participant shall be deemed to have elected toreceive his distribution for that Plan Year in the form of a single lump sum. To the extentauthorized by the Employer in the Adoption Agreement, a Participant may make a separate electionwith respect to his Performance-Based Bonus Deferrals for each year (as adjusted for gains andlosses thereon) that provides for a different method of distribution from the method ofdistribution such Participant elects with respect to his Compensation Deferrals (as adjusted forgains and losses thereon) for that year. The Participant’s Employer Contributions Accountattributable to such year, if any (as adjusted for gains and losses thereon), shall be distributedin the same manner as his Compensation Deferral Account for such year. (a) Installment Elections. A Participant will be required to make hisinstallment distribution election with respect to a particular year’s Account prior tothe commencement of the calendar year to which that Account relates (or, in the eventof an election with respect to Performance-Based Bonuses, prior to six months beforethe end of the applicable performance period), or such earlier date as determined bythe Administrator.  (b) Installment Payments. The first installment payment shall be withinthe 90-day period following the Participant’s Termination Date Succeeding paymentsshall be made on or after January 1 of each succeeding calendar year, but in no eventlater than the last day of each such succeeding calendar year. The amount to bedistributed in each installment payment shall be determined by dividing the value ofthe Participant’s Accounts as of a Valuation Date preceding the date of eachdistribution by the number of installment payments remaining to be made, in accordancewith rules established by the Administrator. In the event of the death of theParticipant prior to the full payment of his Account in accordance with the electedinstallment distribution, the entire unpaid vested balance of that Account will be paidto the Participant’s Beneficiary in a single lump sum distribution within the 90-dayperiod following the date of the Participant’s death or as soon as administrativelypracticable, but in no event later than the later of (i) the close of the calendar yearin which the Participant’s death occurs or (ii) the fifteenth day of the third calendarmonth following the date of the Participant’s death.     An installment distribution elected by a Participant in accordance with this Section 9.2 shallbe treated as a single payment for purposes of Section 409A of the Code. To the extent authorizedby the Employer in the Adoption Agreement, Participants who have elected payment of a particularAccount balance in installments may make a subsequent election to receive the payment of thatAccount in the form of a lump sum, provided the installment distribution of that Account has notyet commenced. Such election must be made in accordance with procedures established by theAdministrator, and any such election must be made no later than 12 calendar months prior to theoriginally elected payment date of the first installment. The new payment date for the lump sumdistribution must be deferred to a date that is at least five years after the date the initialinstallment payment would otherwise have been made. To the extent authorized by the Employer inthe Adoption Agreement, Participants who have elected payment of a particular Account balance ininstallments may make a subsequent election to change the number of those installments (but nofewer than the minimum number, and not to exceed the maximum number of installments authorized bythe Employer in the Adoption Agreement), if the
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installment distribution of that Account has not yet commenced. Such election must be made inaccordance with procedures established by the Administrator, and any such election must be made nolater than 12 calendar months prior to the originally elected payment date of the firstinstallment. The payment date for the first installment of the newly elected installmentdistribution must be deferred for a period of not less than five years from the date the initialinstallment of the originally elected installment distribution would have otherwise been made inthe absence of the new election. In the event the Participant has elected to receive thedistribution of a particular Account balance in the form of a lump sum (or in the event payment ofthat Account is to be made to the Participant in the form of a lump sum under the terms of the Planin the absence of or in lieu of the Participant’s election), then the lump sum form shall be deemedto be a separately identifiable form of payment, and the Participant may make a subsequent deferralelection to receive payment of that Account in the form of installments (to the extent authorizedby the Employer in the Adoption Agreement). Such election must be made in accordance withprocedures established by the Administrator, and any such election must be made no later than 12calendar months prior to the originally elected payment date for the lump sum distribution of theAccount. The payment date for the first installment of the newly elected installment distributionmust be deferred to a date that is at least five years after the date the lump sum distribution ofthe Account would otherwise have been made in the absence of the new installment election.Participants will be permitted to make such a change under this Section 9.2 only once with respectto any year’s Deferral Elections.     7. Section 9.3 of the Plan is hereby amended in its entirety to read as follows:          Notwithstanding anything herein to the contrary, and subject to Code Section 409A, no paymentunder subsections 9.3 or 9.4 shall be made or commence as a result of the Participant’s TerminationDate to any Participant who is at that time a specified employee (as defined below) before the datethat is not less than six months after the Participant’s Termination Date. In the event amountsare payable to a specified employee in installments in accordance with subsection 9.2, the firstinstallment shall be delayed by six months, with all other installment payments payable asoriginally scheduled. For purposes of the foregoing, a specified employee shall be any employeewho is, pursuant to procedures established by the Administrator in accordance with the applicablestandards of Code Section 409A and the Treasury Regulations thereunder and applied on a consistentbasis for all non-qualified deferred compensation plans of the Employer subject to Code Section409A, deemed on his or her Termination Date to be a “specified employee” within the meaning of thatterm under Code Section 409A. The specified employees shall be identified on December 31 of eachcalendar year and shall and shall include each Employee who is a “key employee” (within the meaningof that term under Code Section 416(i)) of the Employer at any time during the twelve (12)-monthperiod ending with such date. An individual who is so identified as a specified employee willhave that status for the twelve (12)-month period beginning on April 1 of the following calendaryear. To the extent not otherwise designated by the Employer in a separate document forming a partof the Plan, the definition of compensation used to determine specified employee status shall bedetermined under Treasury Regulation Section 1.415(c)-2(a).
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     8. Section 9.4 of the Plan is hereby amended in its entirety to read as follows:          If the aggregate balance of the Participant’s Accounts under this Plan is not greater than theapplicable dollar amount in effect under Code Section 402(g)(1)(B) on the Participant’s TerminationDate and the Participant is not otherwise at that time participating in any other non-qualifiedelective account balance plan subject to Code Section 409A and maintained by one or more members ofthe Employer group, then that balance shall be distributed to the Participant in a lump sumdistribution on such Termination Date or as soon as administratively practical thereafter, whetheror not the Participant elected that form of distribution or distribution event, but in no eventshall such lump sum distribution be made later than the ***later***of (i) the end of the calendar yearin which such Termination Date occurs or (ii) the fifteenth (15th) day of the third (3rd) calendarmonth following such Termination Date.          If the Participant is receiving installment distributions from his or her Accounts under thePlan following his or her Termination Date and the aggregate present value of all the remainingunpaid installments for those Accounts is at any time during the installment period less thanTwenty Thousand Dollars ($20,000.00), then those remaining installments shall be paid to theParticipant in a single lump sum within thirty (30) days thereafter.     9. Section 9.7 of the Plan is hereby amended in its entirety to read as follows:          Except as otherwise provided herein and in Section 12, Account balances of Participants inthis Plan shall not be distributed earlier than the applicable date or dates described in thisSection 9. Notwithstanding the foregoing, in the case of payments: (i) the deduction for whichwould be limited or eliminated by the application of Section 162(m) of the Code or (ii) that wouldviolate securities or other applicable laws; deferral of such payments may be made by the Employerat the Employer’s discretion. In the case of a payment described in (i) above, the payment must bedeferred either to a date in the first year in which the Employer or Administrator reasonablyanticipates that a payment of such amount would not result in a limitation of a deduction withrespect to the payment of such amount under Section 162(m), or the year in which the Participant’sTermination Date occurs. In the case of a payment described in (ii) above, payment will be made inthe first calendar year in which the Employer or Administrator reasonably anticipates that thepayment would not result in a violation of securities or other applicable laws.          Payments intended to pay employment taxes or payments made as a result of income inclusion ofan amount in a Participant’s Accounts as a result of a failure to satisfy Section 409A of the Codeshall be permitted in accordance with Section 1.409A-3(j)(vi) and (vii) of the final TreasuryRegulations under Section 409A of the Code. “Employment taxes” shall include Federal IncomeContributions Act (FICA) tax imposed under Sections 3101 and 3121(v)(2) of the Code on compensationdeferred under the Plan (the “FICA Amount”), the income tax imposed under Section 3401 of the Codeon the FICA Amount, and to pay the additional income tax under Section 3401 of the Codeattributable to the pyramiding Section 3401 wages and taxes.
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     10. The first sentence of Section 9.9 of the Plan is hereby deleted and replaced with thefollowing two sentences:          In the event of the occurrence of a Change in Control of the Employer or a member of theEmployer’s controlled group (as designated by the Employer in the Adoption Agreement, and to theextent certified by the Administrator that a Change in Control has occurred), distributions shallbe made to Participants in a single lump sum, to the extent those Participants have elected toreceive such a distribution from one or more of their Accounts under the Plan upon the occurrenceof a Change in Control. The distribution shall be made on the closing date of the Change inControl or as soon as administratively practicable thereafter, but in no event later than the laterof (i) the close of the calendar year in which the Change in Control is effected or (ii) thefifteenth day of the third calendar month following such effective date.     11. The following paragraph is hereby added to the end of Section 9.10 of the Plan:          The distribution under this Section 9.10 shall be in lieu of the amounts credited to theunpaid vested balances of the Participant’s Accounts under the Plan. The distribution shall be inthe form of a single lump sum payment made to the Participant’s Beneficiary within the 90-dayperiod following the date of the Participant’s death or as soon as administratively practicablethereafter, but in no event but in no event later than the later of (i) the close of the calendaryear in which the Participant’s death occurs or (ii) the fifteenth day of the third calendar monthfollowing the date of the Participant’s death..     12. Section 10.18 of the Plan is hereby deleted.     13. Except as modified by this Plan Amendment, all the terms and provisions of the Plan (asamended and restated effective as of January 1, 2005) shall continue in full force and effect.     **IN WITNESS WHEREOF,**Ultratech, Inc. has caused this Plan Amendment to be executed by itsduly-authorized officer on this 16 day of October, 2008.       **ULTRATECH, INC.**       **By:** /s/ Bruce Wright               **Title:** Chief Financial Officer 
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