ex1001







AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT 


     AMENDMENT dated as of May 9, 2005 (this “Amendment”) to the Employment Agreement dated as of November 15, 2002, as amended by
Amendment No. 1 dated as of March 2, 2004 (the “Employment Agreement”), by and among Ultra Clean Technology Systems and Service, Inc., a Delaware corporation (together with its
successors, the “Company”), Ultra Clean Holdings, Inc., a Delaware corporation (“Parent”), and Clarence L.
Granger (“Executive”). 


     WHEREAS, the Company, Parent and Executive have previously entered into the Employment Agreement; 


     WHEREAS, the Board and Executive desire to extend the term of Executive’s employment in the positions and on the terms and conditions set forth in this Amendment and in the Employment Agreement;



     NOW THEREFORE the parties hereto agree as follows: 


     Section 1. Defined Terms; References. Unless otherwise specifically defined herein,
each term used herein which is defined in the Employment
Agreement has the meaning assigned to such term in the Employment Agreement. Each
reference to “hereof”, “hereunder”, “herein” and “hereby”
and each other similar reference and each reference to “this
Agreement” and each other similar reference contained in the Employment
Agreement shall, after this Amendment becomes effective, refer to the Employment
Agreement as amended hereby.


     Section 2. Amendment To Section 1.02. Section 1.02 of the Employment Agreement is hereby amended in its entirety to read as follows:



        Section 1.02 Term. Executive shall be employed by the Company for a period (the “Employment
    Term”) commencing on the Effective Time and, subject to earlier termination or extension as provided herein, ending on March 1, 2009. 




     Section 3. Amendment To Section 2.01. Executive’s Base Salary from and after the date of this Amendment shall be $350,000. 


     Section 4. Amendment To Section 2.03. Section 2.03 of the Employment Agreement is hereby amended in its entirety to read as follows:



        Section 2.03 Bonus. Executive shall be eligible to participate in an executive bonus plan in accordance with the terms and conditions of such
    plan. For fiscal 2005, Executive’s target bonus opportunity shall be $175,000, subject to meeting such performance criteria (including 
















  
    Company performance goals and/or individual performance goals) as shall be set by the Board in its discretion. 




     Section 5. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California.



     Section 6. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original but all of which
together shall constitute one instrument. 

 

 

 

 


[Signature Page Follows]

 

 


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. 

	 	
ULTRA CLEAN TECHNOLOGY
        
	 	
SYSTEMS AND SERVICE, INC.
        
	 	 

        	 
	 	 

        	 
	 	
By: 	 /s/ David ibnAle

        
		
        	
      

        
	 	 
	
Name: David ibnAle
        
	 	   	Title: Director
	 	 

        	 
	 	 

        	 
	 	
ULTRA CLEAN HOLDINGS, INC.
        
	 	 

        	 
	 	 

        	 
	 	 By: 	 /s/ David ibnAle 
		
        	


        
	 	 
	
Name: David ibnAle
        
	 	  	
Title: Lead Director and member of
        
	 	 
	the Compensation Committee of the 
	 	 
 	Board of Directors
	 	 

        	 
	 	 

        	 
	 	 

        	 
	 	
EXECUTIVE:
        
	 	 	 
	 	 /s/ Clarence L. Granger
	 	


        
	 	
Clarence L. Granger
        





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