EXHIBIT 10.1
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. BRACKETED ASTERISKS ([* *]) DENOTE OMISSIONS.
 GLOBAL SUPPLY AGREEMENT
 th
  1. Definitions .
  Agreement
 Applied
 Applied Web Site
 Attachment
 Authorized Demand Signal
 Business Processes italics
 Business day business hour
 Internal Applied Data
  Page 1




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GLOBAL SUPPLY AGREEMENT
 Item
 Parties
 Services
 Specifications
 Sub-tier Supplier
 Supplier
 2. Scope of Agreement; Term .
 Scope of Agreement [* *] [* *] [* *] [* *]
 Term. [* *] [* *] [* *]
 Compliance with Business Processes
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GLOBAL SUPPLY AGREEMENT
 Technology Escrow Agreement Supplier Performance Plan [* *]
 Amendments to Attachment 1
 [* *] [* *] [* *] [* *] [* *] [* *]
 [* *] [* *] [* *] [* *] [* *]
 [* *] [* *] [* *] [*
*]
 [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *]
 [* *] [* *] [* *] [* *] [* *] [* *]
 [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *]
 [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [*
*] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [*
*] [* *]
 3. Orders .
 Orders
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GLOBAL SUPPLY AGREEMENT
  Acceptance/Rejection of Orders
 [* *] [* *] [* *] [* *]
 [* *] [* *] [* *] [* *] [* *]
 [* *] [*
*] [*
*] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *]
  Order Adjustments [* *] [* *]
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GLOBAL SUPPLY AGREEMENT
 Weeks until
Delivery Date
    
    
    [* *]
weeks
    
    
    [* *]
weeks
    
    
    [* *]
weeks
    
    
    [* *]
weeks
    
    
    [* *]
weeksFlexibility of Quantity
of Items in an
Authorized Demand
Signal
    
    
    [* *]
    
    
    [* *]
    
    
    [* *]
    
    
    [* *]
    
    
    [* *]
  Reduction or Cancellation of an Authorized Demand Signal
 Purchases by Authorized Third Party [* *] [* *]
 No Volume Commitment. [* *]
 4. Pricing .
 Contract Price
 Pricing Components. [* *] [* *]
 Transportation Costs
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GLOBAL SUPPLY AGREEMENT
 Transportation Routing Guide Transportation Routing Guide Transportation Routing
Guide
 Price Adjustments [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [*
*]
 Taxes
 [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *]
 5. Delivery of Items .
 Delivery Requirements
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GLOBAL SUPPLY AGREEMENT
 Delivery Requirements for Spares Down Orders.
 [* *] [* *]
  [* *] [*
*] [* *] [* *] [* *] [* *]
 [* *] [*
*] [* *] [* *] [* *]
 Packaging Specification Unit Packaging Label Specifications (0250-60124) Packaging (0250-00098 & 0251-05100) Marking (0250-01033)
 Remedies. [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *]
 6. Shipping and Risk of Loss .
 Shipping and Packaging Requirements
 Transportation Routing Guide
 Unit Packaging Label Specifications (0250-60124) Packaging (0250-00098 &
0251-05100) Marking (0250-01033)
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GLOBAL SUPPLY AGREEMENT
 Shipments and Insurance
 Shipping Costs [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *]
 Insurance and Risk of Loss
 7. Acceptance and Title Transfer .
 Acceptance and Title Transfer. [* *] [* *]
 Payment Upon Consumption Model.
 8. Payment .
 Payment Terms [* *]
 Invoices ERS Program
Requirements Invoicing Requirements for Non-ERS Suppliers
 Effect of Payment and [* *] [* *] [* *] [* *] [* *]
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GLOBAL SUPPLY AGREEMENT
 Reconciliation of Payment Discrepancies [* *] Supplier Payment Discrepancy Claims Process
 9. Confidentiality and Prohibited Activities .
 General
 (b) Permitted and Prohibited Activities [* *]
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GLOBAL SUPPLY AGREEMENT
 [*
*]
 Other NDAs
 Equitable Relief.
 Press Releases/Publicity Not Authorized.
 Disposal of Confidential Information
 10. Electronic Access to Internal Applied Data .
 General [* *]
 Use
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GLOBAL SUPPLY AGREEMENT
  Consent to Monitoring
 11. Intellectual Property Rights
 [* *] Rights [* *] [* *] [* *] [* *] [* *] [* *] [* *]
 [* *] Rights [* *] [* *] [* *] [* *] [* *] [* *]
 Categorization of Items on Attachment 1[* *]. [* *] [* *] [* *] [* *] [* *] [* *] [* *]
 (d) Categorization of Items [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *]
 [* *] Items. [* *] [* *]
 [* *]Items. [* *] [* *] [* *]
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GLOBAL SUPPLY AGREEMENT
 [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *]
 [* *] Items. [* *] [* *] [*
*] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [*
*] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *]
 [* *] Items [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *]
 Additional Terms [* *] [* *] [* *] [* *]
 (j) Royalties for [* *] and [* *] Items .
 i) Payment st [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *]
 [* *]  [* *]  [* *]  [* *]  [* *]
 [* *] [* *]
 (ii) Royalty Records and Accounting [* *] [* *] [* *]
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GLOBAL SUPPLY AGREEMENT
 [* *] [* *] [* *] [* *]
 (iii) Taxes
 (k) License to Applied [* *]Marks [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *]
 (l) License to Marks
 Further Assurances [* *] [* *] [* *] [* *]
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GLOBAL SUPPLY AGREEMENT
 Agreement with Employees or Others. [* *]
 (o) [* *] Agreement for Vital Items [* *] [* *] [* *]
 12. Warranty .
 Supplier Warranty [* *] . [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *]
 Services
 Free from Infringement
 Miscellaneous Warranty Items [* *]
 Remedies [* *] [* *] [* *]
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GLOBAL SUPPLY AGREEMENT
 [* *] [* *]. [* *] [* *] [* *] [*
*] Discrepant Material Report (DMR) Supplier Corrective Action Request
 Extended Warranty; Epidemic Failure [* *] [* *] [* *] [* *] [* *], [* *]
 Timing [* *] [* *] [* *] [* *]
 Costs
 13. Supplier Refurbishment Services . Supplemental Flat Rate Repair Agreement [* *]
 14. Supplier Performance Plan [* *] [* *] [* *] Supplier Performance Plan Supplier
Performance Plan Supplier Performance Plan
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GLOBAL SUPPLY AGREEMENT
 15. Manufacturing Requirements .
 First Article Inspections Supplier First Article Requirements
 Design and Process Change Communication. [* *] Supplier Problem Sheet (SPS) Supplier Notification Form (SNF)
 Other Changes and Equitable Adjustments [* *] [* *] ECO Process Requirements
 Quality Requirements Supplier Quality Requirements
 Ozone Depleting Chemical
 Safety Notices Supplier Problem Sheet (SPS) Supplier Notification Form (SNF)
 16. Management of Inventory .
 [* *] Inventory [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *]
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GLOBAL SUPPLY AGREEMENT
 [* *] [* *]
 Forecasts
 Inventory
Levels and Tracking Requirements [* *] [* *] [* *] [* *] [* *] [* *] [* *]
 Claim for [* *] Items [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *]
 Claim for [* *] Items [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [*
*] [* *] [* *]
 Scope of Claim [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *]
 Claim Process [* *] [* *] [* *] [* *] [* *] [* *] [* *]
 Disposal of [* *]and [* *]Items. [* *] [* *] [* *] [* *]
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GLOBAL SUPPLY AGREEMENT
 [* *] [* *] [* *] [* *] Certificate of Destruction
 17. Management of Sub-tier Suppliers .
 Sub-tier Suppliers [* *] [* *] Supplier Notification Form (SNF)
 Sub-tier Suppliers Obligations to Applied
 Mandated Sub-tier Suppliers Applied Materials Special Process
Supplier Approval List
 18. Product and Training Support .
 Supplier Response [* *] [* *]
 On-Site Support Requirements [* *] [* *] [* *] [* *] On-site Representative
Agreement
 Training Support
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GLOBAL SUPPLY AGREEMENT
 [* *] [* *]
 19. Electronic Communication and Documentation .
 General
 Documentation Format Requirements Supplier First Article Requirements [* *]
 Field Support Requirements [* *] [* *] [* *] [* *]
 Applied Unique Prototype Items or Subassemblies Documentation [* *] [* *]
 Financial Statements and Right to Audit. [* *] [* *] [* *]
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GLOBAL SUPPLY AGREEMENT
 [* *]
 20. Continuity of Supply .
 Supplier Manufacturing Flexibility Requirements. [* *] [* *]
 Manufacturing Run Rate
    
    
    <[* *] weeks
    
    
    <[* *] weeks
    
    
    <[* *] days
    
    
    < [* *] days
    
    
    <[* *] daysCapacity +/-
    
    
    [* *]%
    
    
    [* *]%
    
    
    [* *]%
    
    
    [* *]%
    
    
    [* *]%
 Performance Constraints
 Disaster Recovery Plan
 Tooling [* *] Applied Tooling Requirements
 Wind Down
 Availability Assurance [* *] [* *] [* *] [* *] [* *]
 21. Termination .
 Termination for Default
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GLOBAL SUPPLY AGREEMENT
  Termination for Convenience
 [* *] [* *] [* *] [* *]
 [* *] [* *]
 [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *]
 [* *]
 Post Termination Consequences.
 22.   Disclaimer and Limitation of Liability.
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GLOBAL SUPPLY AGREEMENT
 23. Indemnity by Supplier .
   24. Import and Export Requirements .
 General
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GLOBAL SUPPLY AGREEMENT
  Country of Manufacture
 Duty Drawback
 25. Insurance .
  Insurance
    
    Minimum Limits of LiabilityWorkers Compensation
    
    StatutoryEmployers Liability
    
    $1,000,000Automobile Liability
    
    $1,000,000 per occurrenceComprehensive General Liability(Including Products Liability)
    
    $1,000,000 per occurrenceUmbrella/Excess Liability
    
    $1,000,000 per occurrence
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GLOBAL SUPPLY AGREEMENT
 26. Miscellaneous .
 Assignment.
 Change of Control [* *]
 Waiver
 Survival of Obligations
 Severability
 General Compliance with Laws and EEO Regulations
 Compliance with Securities Laws
 No Gratuity; FCPA
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GLOBAL SUPPLY AGREEMENT
  Applicable Law, Jurisdiction, Venue
 CISG
 General Representations
 Force Majeure
 No Agency
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GLOBAL SUPPLY AGREEMENT
 Cumulative Remedies
 Amendments and Modifications; Captions and Construction
 Counterparts and Facsimile
 Notices
 [* *]  [* *]
 [* *]  [* *]
 [* *]
 
 [* *]  [* *]  [* *]
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GLOBAL SUPPLY AGREEMENT
  Notices to Applied:
 Notices to Supplier:
      Foreign Translation.
 Entire Agreement [* *]
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Accepted:APPLIED MATERIALS, INC.
    
    ADVANCED ENERGY INDUSTRIES, INC.BY:
    
    
    
    BY:Signature
    
    
    
    SignaturePrinted Name
    
    Printed NameTitle:
    
    Title:Date:
    
    Date:BY:SignaturePrinted NameTitle:Date:
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ADDENDUM TO GLOBAL SUPPLY AGREEMENT
BETWEEN APPLIED MATERIALS AND
ADVANCED ENERGY INDUSTRIES
TO ADD CERTAIN ITEMS TO ATTACHMENT 1
  1.1
    
    SUPPLIER and APPLIED intend to add the [* *] and [* *] (collectively referred to as Addendum
Items ) as Items to Attachment 1 of the GSA subject to the supplemental provisions set forth
in this Addendum.1.2
    
    Capitalized terms used in this Addendum will, unless separately defined herein, have the same
meaning as in the GSA.
 2.0 [* *] System (the [* *] Item):
 2.1
    
    For as long as the [* *] Item is listed on Attachment 1, APPLIED will [* *] the [* *] Item
(APPLIED part number [* *]; SUPPLIER part number [* *]) as [* *] system (as compared to a [*
*]) for [* *] and provided that APPLIED purchase of [* *] and/or [* *] that are not [* *] as a
[* *] system is not [* *] by this clause.2.2
    
    The Contract Price for the [* *] Item shall be $[* *] per unit.2.3
    
    This Contract Price will apply to all SUPPLIER shipments of the [* *] Item beginning on [*
*], 2005.2.4
    
    APPLIED will support SUPPLIERs [* *] Item [* *] efforts by [* *] models. SUPPLIER will
provide [* *] units to APPLIED for [* *] purposes. SUPPLIER shall limit the number of [* *]
to [* *] per calendar year. [* *] time frames shall be [* *] those required for [* *] product
and component [* *]. In the event that [* *] products are [* *], this Addendum will be
terminated. Contract Prices for the [* *] Item will then be subject to [* *].2.5
    
    Upon request by SUPPLIER, APPLIED will provide a copy of the applicable APPLIED [* *] to show
that the [* *] Item is [* *] for the application specified[* *] .
 3.0 [* *] and [* *] (the [* *] Items):
 3.1
    
    For as long as the [* *] Items are listed on Attachment 1 APPLIED will [* *] the [* *] Items
as the [* *] for [* *] (e.g. [* *] and other [* *]), and for existing [* *] for which it is [*
*]as of the Effective Date of this Addendum [* *].3.2
    
    APPLIED agrees with SUPPLIER to [* *] on [* *] for [* *] for [* *]. Item Contract Prices for
[* *] will be [* *]. If APPLIED and SUPPLIER [* *] Contract Prices and/or other terms for any
[* *], APPLIED has the right to [* *] power supplies to [* *], this Addendum [* *] and
Contract Prices for the [* *] Items will then be subject to [* *].3.3
    
    [* *] options of the [* *] model will be [* *] by APPLIED to receive the following Contract
Price [* *]:




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a.
    
    [* *]% Contract Price [* *]  [* *] units @ [* *]¢ / W (New Contract
Price = $[* *])b.
    
    [* *]% Contract Price [* *]  [* *] units @ [* *]¢ / W (New Contract
Price = $[* *])
 3.4
    
    The [* *] and any related [* *] from all SUPPLIER Bills of Material for all [* *] Item
options. (APPLIED assumes
[* *] for this [* *].) APPLIED will implement this [* *] by [* *] or sooner.
SUPPLIER will [* *] per unit for each unit supplied to APPLIED with the [* *] after this
Addendum is executed.3.5
    
    APPLIED will [* *] as many other [* *] as practical [* *]. APPLIED will [* *] options [* *]
through [* *] for the [* *] below. APPLIED will [* *] make [* *] to [* *] the [* *]. Any
remaining [* *] which cannot be [* *] will be priced as follows:
 c.
    
    Options [* *]-[* *]: $[* *] (valid for [* *], then a price of $[* *])d.
    
    Options [* *]+: $[* *]
 3.6
    
    APPLIED will support SUPPLIERs [* *] by promptly [* *] and [* *] to [* *]. [* *] will
include, but may not be limited to:
 a.
    
    [* *] for [* *]:
 i.
    
    SUPPLIER will [* *] the following [* *] for [* *];
APPLIED to [* *] within [* *] business days, and units to [* *] within [*
*]business days of receipt:ii.
    
    [* *]iii.
    
    [* *]iv.
    
    [* *]
 b.
    
    Migration to [* *]:
 v.
    
    SUPPLIER will [* *] Item [* *] for the following
existing [* *] for [* *]; APPLIED to [* *] within [* *] business days,
and units to [* *] within [* *] business days of receipt:vi.
    
    [* *]vii.
    
    [* *]viii.
    
    [* *]
 [* *] [* *] [* *] [* *] [* *] [* *]
 [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *] [* *]
 3.7
    
    The [* *] Items will be [* *] and [* *] on the applicable APPLIED [* *] as a [* *] for all
[* *] as of the Effective Date of this Addendum.3.8
    
    APPLIED will [* *], and SUPPLIER will [* *], a sufficient quantity of currently [* *] by no
later than [* *], such that the total quantity of remaining [* *] is no greater than a total
of [* *]. SUPPLIER will allow APPLIED to make a [* *] of any such [* *] that is [* *].




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3.9
    
    Contract Prices noted in this section 3 will apply to all SUPPLIER shipments of [* *] Items
beginning on [* *], 2005.3.10
    
    Upon request by SUPPLIER, APPLIED will provide a copy of the applicable APPLIED [* *] to
show that the [* *] Items are [* *] for the [* *] specified [* *] above.
 4.0 General:
 4.1
    
    This Addendum shall be part of and subject to the GSA and all the terms in the GSA shall
remain unmodified and in full force and effect except to the limited extent expressly modified
by this Addendum. This Addendum shall only apply to Addendum Items.4.2
    
    Nothing herein shall preclude APPLIED from [* *] due to (a) the Addendum Items [* *]
Specifications or (b) SUPPLIERs [* *] Addendum Items within the [* *] requirements agreed
upon by the Parties. In the event such [* *] occurs, this Addendum shall terminate and
Contract Prices for Addendum Items will then be subject to [* *]. Further, this section 4.2
does not negate, waive, replace or supercede any of the remedies available to APPLIED for
non-performance or breach as defined in the GSA.4.3
    
    This Addendum along with the GSA sets forth the entire understanding and agreement of the
Parties as to the subject matter of this Addendum and supercedes all prior agreements,
understandings, proposals and representations, oral or written, between the Parties as to such
subject matter.4.4
    
    If any provision of this Addendum is held to be invalid, illegal, void, voidable, unlawful
or otherwise unenforceable, the remaining portions of the Addendum shall remain in full force
and effect, and the validity, legality, and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.
  APPLIED MATERIALS, INC.
    
    ADVANCED ENERGY INDUSTRIES, INC._______________________________
Authorized Signature
    
    _______________________________

Authorized Signature_______________________________

Name
    
    _______________________________

Name_______________________________

Title
    
    _______________________________

Title_______________________________

Date
    
    _______________________________

Date