June 9, 2010 8K Exhibit 10.1






                                                                   Exhibit 10.1 



INDEMNITY AGREEMENT


THIS INDEMNITY AGREEMENT (this "Agreement") is made as of
________________, by and between Mattson Technology, Inc.,  a Delaware corporation (the "Company"),
and ______________ ("Indemnitee").


RECITALS


WHEREAS, highly competent persons have become more reluctant to serve publicly-held
corporations as directors or in other capacities unless they are provided with adequate protection through insurance or
adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities
on behalf of the corporation.


WHEREAS, the Board of Directors of the Company (the "Board") has determined
that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole
expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the
furnishing of such insurance has been a customary and widespread practice among U.S.-based corporations and other
business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available
to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers and other persons in
service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation
relating to, among other things, matters that traditionally would have been brought only against the Company or business
enterprise itself. The Certificate of Incorporation (the "Charter") and Bylaws of the Company require indemnification
of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable
provisions of the Delaware General Corporation Law ("DGCL"). The Charter, Bylaws and the DGCL expressly
provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be
entered into between the Company and members of the board of directors, officers and other persons in order to protect such
persons against claims and expenses arising from their services on behalf of the Company. 


WHEREAS, the uncertainties relating to such insurance and to indemnification have increased
the difficulty of attracting and retaining such persons.


WHEREAS, the Board has determined that the increased difficulty in attracting and retaining
such persons is detrimental to the best interests of the Company's stockholders and that the Company should act to assure
such persons that there will be increased certainty of such protection in the future.


WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate
itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent
permitted by applicable law so








that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities. 


WHEREAS, this Agreement is a supplement to and in furtherance of the Charter and Bylaws
of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish
or abrogate any rights of Indemnitee thereunder.


WHEREAS, Indemnitee does not regard the protection available under the Charter, Bylaws
and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without
adequate protection, and the Company desires Indemnitee to serve in such capacity. 


NOW, THEREFORE, in consideration of the premises and the covenants contained herein,
the Company and Indemnitee do hereby covenant and agree as follows:


TERMS AND CONDITIONS


1. SERVICES TO THE COMPANY.  Indemnitee will agree to serve or to continue to serve as
an officer, director or key employee of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee
tenders his resignation.  Nothing contained in this Agreement shall be construed as giving Indemnitee any right to be retained
in the employ of the Company or any of its subsidiaries or affiliated entities.


2. DEFINITIONS.  As used in this Agreement:


(a) References to "agent" shall mean any individual who is or was a director, officer, or
employee of the Company or a Subsidiary of the Company or other individual authorized by the Company to act for the
Company, to include such individual serving in such capacity as a director, officer, employee, fiduciary or other official of
another corporation, partnership, limited liability company, joint venture, trust or other Enterprise at the request of, for the
convenience of, or to represent the interests of the Company or a Subsidiary of the Company. 


(b) The terms "Beneficial Owner" and "Beneficial Ownership" shall have the
meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof. 


(c) A "Change in Control" shall be deemed to occur upon the earliest to occur after the date
of this Agreement of any of the following events:


(i) Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting
power of the Company's then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial




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Ownership of the Company's securities by any Person results solely from a reduction in the aggregate
number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was
approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in
Control under part (iii) of this definition;


(ii) Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any
new director whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of
at least two thirds of the directors then still in office who were directors on the date hereof or whose nomination for election was
previously so approved (collectively, the "Continuing Directors"), cease for any reason to constitute at least a
majority of the members of the Board;


(iii) Corporate Transactions. The effective date of a reorganization, merger or consolidation of the
Company (a "Business Combination"), in each case, unless, immediately following such Business Combination: (1)
all or substantially all of the Persons who were the Beneficial Owners of securities entitled to vote generally in the election of
directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the
combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors
resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction
owns the Company or all or substantially all of the Company's assets either directly or through one or more Subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such Business Combination, of the securities
entitled to vote generally in the election of directors; (2) no Person (excluding any corporation resulting from such Business
Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then
outstanding securities entitled to vote generally in the election of directors of such corporation except to the extent that such
ownership existed prior to such Business Combination; and (3) at least a majority of the Board of Directors of the corporation
resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of
the action of the Board of Directors, providing for such Business Combination; 


(iv) Liquidation. The approval by the stockholders of the Company of a complete liquidation of the
Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the
Company's assets (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or
disposition in one transaction or a series of related transactions); or




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(v) Other Events. There occurs any other event of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form)
promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement.




(d) "Corporate Status" describes the status of an individual who is or was a director, officer,
trustee, general partner, managing member, fiduciary, employee or agent of the Company or of any other Enterprise that such
individual is or was serving at the request of the Company.


(e) "Delaware Court" shall mean the Court of Chancery of the State of Delaware.


(f) "Disinterested Director" shall mean a director of the Company who is not and was not a
party to the Proceeding in respect of which indemnification is sought by Indemnitee.


(g) "Enterprise" shall mean the Company and any other corporation, constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly
owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other
enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner,
managing member, fiduciary, employee or

agent.


(h) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.


(i) "Expenses" shall include all direct and indirect costs, fees and expenses of any type or
nature whatsoever, including, without limitation, all attorneys' fees and costs, retainers, court costs, transcript costs, fees of
experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other
disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding,
including, without limitation, reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise
compensated by the Company or any third party.  Expenses also shall include Expenses incurred in connection with any
appeal resulting from any Proceeding, including without limitation the principal, premium, security for, and other costs relating
to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts
paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.




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(j) "Independent Counsel" shall mean a law firm or a member of a law firm with significant
experience in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i)
the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the
Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to
the Proceeding (as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term
"Independent Counsel" shall not include any person who, under the applicable standards of professional conduct
then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee's rights under this Agreement.


(k) References to "fines" shall include any excise tax assessed on Indemnitee with respect
to any employee benefit plan; references to "serving at the request of the Company" shall include any service as a
director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director,
officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants
and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner "not opposed to
the best interests of the Company" as referred to in this Agreement.


(l) The term "Person" shall have the meaning as set forth in Sections 13(d) and 14(d) of the
Exchange Act as in effect on the date hereof; provided, however, that "Person" shall exclude: (i) the Company; (ii)
any Subsidiary of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary or of any corporation
owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of
stock of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company
or of a Subsidiary or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company.


(m) A "Potential Change in Control" shall be deemed to have occurred if: (i) the Company
enters into an agreement or arrangement, the consummation of which would result in the occurrence of a Change in Control;
(ii) any Person or the Company publicly announces an intention to take or consider taking actions which if consummated would
constitute a Change in Control; (iii) any Person who is or becomes the Beneficial Owner, directly or indirectly, of securities of
the Company representing five percent (5%) or more of the combined voting power of the Company's then outstanding
securities entitled to vote generally in the election of directors increases his Beneficial Ownership of such securities by five
percent (5%) or more over the percentage so owned by such Person on the date hereof unless such acquisition was approved
in advance by the Board; or (iv) the Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential
Change in Control has occurred.




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(n) The term "Proceeding" shall include any threatened, pending or completed action, suit,
arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual,
threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including
intentional or unintentional tort claims), criminal, administrative or investigative nature, in which Indemnitee was, is, will or
might be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director, officer, employee or agent
of the Company, by reason of any action (or failure to act) taken by him or of any action (or failure to act) on his part while
acting as a director, officer, employee or agent of the Company, or by reason of the fact that Indemnitee is or was serving at
the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of
any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for
which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement. 


(o) The term "Subsidiary," with respect to any Person, shall mean any corporation or other
entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by
that Person.


(p) In connection with any merger or consolidation, references to the "Company" shall
include not only the resulting or surviving company, but also any constituent company or constituent of a constituent company,
which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers,
employees or agents.  The intent of this provision is that a person who is or was a director of such constituent company after
the date hereof or is or was serving at the request of such constituent company as a director, officer, employee, trustee or
agent of another company, partnership, joint venture, trust, employee benefit plan or other Enterprise after the date hereof,
shall stand in the same position under this Agreement with respect to the resulting or surviving company as the person would
have under this Agreement with respect to such constituent company if its separate existence had continued.




3. INDEMNITY IN THIRD-PARTY PROCEEDINGS.  The Company shall indemnify, hold
harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened
to be made, a party to or a participant (as a witness or otherwise) in any Proceeding, other than a Proceeding by or in the right
of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless
and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including, without
limitation, all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses,
judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf in
connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal
Proceeding, had no reasonable cause to believe that his conduct was unlawful.


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4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.  The
Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if
Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding by or
in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified, held
harmless and exonerated against all Expenses actually and reasonably incurred by him or on his behalf in connection with
such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company. No indemnification, hold harmless or exoneration for
Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been
finally adjudged by a court to be liable to the Company, unless and only to the extent that any court in which the Proceeding
was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to
exoneration.


5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY
SUCCESSFUL.  Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee is a party to (or a
participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter
therein, in whole or in part, the Company shall indemnify, hold harmless and exonerate Indemnitee against all Expenses
actually and reasonably incurred by him in connection therewith. If Indemnitee is not wholly successful in such Proceeding but
is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the
Company shall indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by
him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly
successful in such Proceeding, the Company also shall indemnify, hold harmless and exonerate Indemnitee against all
Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which the
Indemnitee was successful. For purposes of this Section and without limitation, the termination of any claim, issue or matter in
such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or
matter.


6. INDEMNIFICATION FOR EXPENSES OF A WITNESS.  Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to
which Indemnitee is not a party, he or she shall be indemnified, held harmless and exonerated against all Expenses actually
and reasonably incurred by him or on his behalf in connection therewith.


7. ADDITIONAL INDEMNIFICATION, AND EXONERATION RIGHTS.


(a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify, hold harmless
and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the




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right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines,
penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection
with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably
incurred by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be
available under this Section 7(a) on account of Indemnitee's conduct which constitutes a breach of Indemnitee's duty of loyalty
to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a
knowing violation of the law.


(b) Notwithstanding any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify, hold
harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a
Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines,
penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection
with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably
incurred by Indemnitee in connection with the Proceeding.




8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.


(a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or
exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever,
the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire
amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement
and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the
Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.


(b) The Company shall not enter into any settlement of any Proceeding in which the Company is jointly
liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of
all claims asserted against Indemnitee. 


(c) The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any
claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who
may be jointly liable with Indemnitee. 




9. EXCLUSIONS.  Notwithstanding any provision in this Agreement, the Company shall not be
obligated under this Agreement to make any indemnification, hold harmless or exoneration payment:


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(a) in connection with any claim made against Indemnitee for which payment has actually been
received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any
excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity provision or
otherwise; 


(b) in connection with any claim made against Indemnitee for an accounting of profits made from the
purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of
the Exchange Act or similar provisions of state statutory law or common law; or


(c) except as otherwise provided in Sections 14(e)-(f) hereof, prior to a Change in Control, in
connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part
of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees,
unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) such payment arises in
connection with any mandatory counterclaim or cross-claim that the Indemnitee asserts against the Company or its directors,
officers, employees or other indemnitees or any affirmative defense Indemnitee raises, or (iii) the Company provides the
indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company
under applicable law.




10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.


(a) Notwithstanding any provision of this Agreement to the contrary, and to the fullest extent permitted
by applicable law, the Company shall advance the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to
be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the
Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of
any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee's ability
to repay the Expenses and without regard to Indemnitee's ultimate entitlement to be indemnified, held harmless or exonerated
under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a
Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the
Company to support the advances claimed. The Indemnitee shall qualify for advances, to the fullest extent permitted by
applicable law, solely upon the execution and delivery to the Company of an undertaking providing that the Indemnitee
undertakes to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified
by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise.
This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration
payment is excluded pursuant to Section 9.




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(b) The Company will be entitled to participate in the Proceeding at its own expense.


(c) The Company shall not settle any action, claim or Proceeding (in whole or in part) which would
impose any Expense, judgment, fine, penalty or limitation on the Indemnitee without the Indemnitee's prior written
consent.




11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


(a) Indemnitee agrees to notify promptly the Company in writing upon being served with any summons,
citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be
subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of
Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to the Indemnitee
under this Agreement, or otherwise.


(b) Indemnitee may deliver to the Company a written application to indemnify, hold harmless or
exonerate Indemnitee in accordance with this Agreement.  Such application(s) may be delivered from time to time and at such
time(s) as Indemnitee deems appropriate in Indemnitee's sole discretion. Following such a written application for
indemnification by Indemnitee, the Indemnitee's entitlement to indemnification shall be determined according to Section 12(a)
of this Agreement.




12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.


(a) A determination, if required by applicable law, with respect to Indemnitee's entitlement to
indemnification shall be made in the specific case by one of the following methods, which shall be at the election of
Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board or (ii) by
Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. The Company
promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to
indemnification, including, without limitation, a description of any reason or basis for which indemnification has been denied. If
it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days
after such determination. Indemnitee shall reasonably cooperate with the Person or Persons making such determination with
respect to Indemnitee's entitlement to indemnification, including, without limitation, providing to such Person or Persons upon
reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure
and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses
(including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity
making such determination shall be borne by the Company (irrespective of the determination as to




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Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


(b) In the event the determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The
Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the
Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so
selected and certifying that the Independent Counsel so selected meets the requirements of "Independent Counsel"
as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written
notice to Indemnitee advising him of the identity of the Independent Counsel so selected and certifying that the Independent
Counsel so selected meets the requirements of "Independent Counsel" as defined in Section 2 of this Agreement.
In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of
selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such
selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so
selected does not meet the requirements of "Independent Counsel" as defined in Section 2 of this Agreement, and
the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the
person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent
Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of
competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by
Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof, no Independent Counsel shall have been
selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection
which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the
appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all
objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the
due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent
Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).


(c) The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully
indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising
out of or relating to this Agreement or its engagement pursuant hereto.


(d) If the Company disputes a portion of the amounts for which indemnification is requested, the
undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute.





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13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.


(a) In making a determination with respect to entitlement to indemnification hereunder, the Person or
Persons making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if
Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of this Agreement, and the Company
shall have the burden of proof to overcome that presumption in connection with the making by any Person or Persons of any
determination contrary to that presumption. Neither the failure of the Company (including by its directors or Independent
Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that
indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the

applicable standard of conduct.


(b) If the Person or Persons empowered or selected under Section 12 of this Agreement to determine
whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the
Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been
made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or
an omission of a material fact necessary to make Indemnitee's statement not materially misleading, in connection with the
request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under
applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional
fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in
good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating
thereto.


(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided
in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee
did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of
the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct
was unlawful.


(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good
faith if Indemnitee's action is based on the records or books of account of the Enterprise, including financial statements, or on
information supplied to Indemnitee by the directors or officers of the Enterprise in the course of their duties, or on the advice of
legal counsel for the Enterprise, its Board, any committee of the Board or any director, or on information or records given or
reports made to the Enterprise, its




                                                  12







Board, any committee of the Board or any director, by an independent certified public
accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director.
The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which
the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.


(e) The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner,
managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of
determining the right to indemnification under this Agreement. 




14. REMEDIES OF INDEMNITEE.


(a) In the event that (i) a determination is made pursuant to Section 12 of this Agreement that
Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted
by applicable law, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to
indemnification shall have been made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the
Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6, 7 or the last
sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v)
a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification
pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that
Indemnitee is entitled to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights
under this Agreement or otherwise is not made within ten (10) days after receipt by the Company of a written request therefor,
Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration,
contribution or advancement rights. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted
by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth
herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The
Company shall not oppose Indemnitee's right to seek any such adjudication or award in arbitration.


(b) Upon the occurrence or non-occurrence of any of the events set forth in Section 14(a) of this
Agreement, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as
a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In
any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to
be indemnified, held harmless, exonerated and to receive advances of Expenses under this Agreement and the Company shall
have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of
Expenses, as the case may be, and the




                                                  13







Company may not refer to or introduce into evidence any determination pursuant to
Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or
arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant
to Section 10 until a final determination is made with respect to Indemnitee's entitlement to indemnification (as to which all
rights of appeal have been exhausted or lapsed).


(c) If a determination shall have been made pursuant to Section 12(a) of this Agreement that
Indemnitee is entitled to payment, the Company shall be bound by such determination in any judicial proceeding or arbitration
commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a
material fact necessary to make Indemnitee's statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under applicable law.


(d) The Company shall be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions
of this Agreement. 


(e) The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law
against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company's receipt of such written
request) pay to Indemnitee, to the fullest extent permitted by applicable law, all such Expenses which are incurred by
Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee (i) in connection with, to enforce his
rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration,
advancement or contribution agreement or provision of the Charter or the Bylaws now or hereafter in effect; or (ii) for recovery
or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and
whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right,
advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not
brought by Indemnitee in good faith). 


(f) Interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law for
amounts which the Company indemnifies, holds harmless or exonerates, or is obliged to indemnify, hold harmless or
exonerate for the period commencing with the date on which Indemnitee pays such amounts for which Indemnitee requested
indemnification, to be held harmless, exoneration, contribution, reimbursement or advancement of any Expenses and ending
with the date on which such payment is made to or on behalf of Indemnitee by the Company.




                                                  14






15. ESTABLISHMENT OF TRUST.  In the event of a Potential Change in Control, the
Company shall, upon written request by Indemnitee, create a "Trust" for the benefit of Indemnitee and from time to
time upon written request of Indemnitee shall fund such Trust in an amount sufficient to satisfy any and all Expenses
reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for,
participating in or defending any Proceedings, and any and all judgments, fines, penalties and amounts paid in settlement
(including all interest, assessments and other charges paid or payable in connection with or in respect of such judgments, fines
penalties and amounts paid in settlement) in connection with any and all Proceedings from time to time actually paid or
claimed, reasonably anticipated or proposed to be paid. The trustee of the Trust (the "Trustee") shall be a bank or
trust company or other individual or entity chosen by the Indemnitee and reasonably acceptable to the Company. Nothing in
this Section 15 shall relieve the Company of any of its obligations under this Agreement. The amount or amounts to be
deposited in the Trust pursuant to the foregoing funding obligation shall be determined by mutual agreement of the Indemnitee
and the Company or, if the Company and the Indemnitee are unable to reach such an agreement, by Independent Counsel
selected in accordance with Section 12(b) of this Agreement. The terms of the Trust shall provide that, except upon the
consent of both the Indemnitee and the Company, (a) the Trust shall not be revoked or the principal thereof invaded, without
the written consent of the Indemnitee; and (b) upon a Change in Control: (i) the Trustee shall make advances of Expenses, to
the fullest extent permitted by applicable law, within two (2) business days of a request by the Indemnitee and upon the
execution and delivery to the Company of an undertaking providing that the Indemnitee undertakes to repay the advance to the
extent that it is ultimately determined that Indemnitee is not entitled to be indemnified, held harmless or exonerated by the
Company; (ii) the Trust shall continue to be funded by the Company in accordance with the funding obligations set forth above;
(iii) the Trustee shall promptly pay to the Indemnitee all amounts for which the Indemnitee shall be entitled to indemnification,
or to be held harmless or exonerated pursuant to this Agreement or otherwise; and (iv) all unexpended funds in such Trust
shall revert to the Company upon mutual agreement by the Indemnitee and the Company or, if the Indemnitee and the
Company are unable to reach such an agreement, by Independent Counsel selected in accordance with Section 12(b) of this
Agreement, that the Indemnitee has been fully indemnified, held harmless and exonerated under the terms of this Agreement.
The Trust shall be governed by Delaware law (without regard to its conflicts of laws rules) and the Trustee shall consent to the
exclusive jurisdiction of the Delaware Court in accordance with Section 23 of this Agreement.


16. SECURITY.  Notwithstanding anything herein to the contrary, to the extent requested by
the Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to the
Indemnitee for the Company's obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral.
Any such security, once provided to the Indemnitee, may not be revoked or released without the prior written consent of the
Indemnitee.


                                                  15






17. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.


(a) The rights of Indemnitee as provided by this Agreement (i) shall not be deemed exclusive of any
other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a
vote of stockholders or a resolution of directors, or otherwise and (ii) shall be enforced and this Agreement shall be interpreted
independently of and without reference to or limitation or constraint (whether procedural, substantive or otherwise) by any other
such rights to which Indemnitee may at any time be entitled. No amendment, alteration or repeal of this Agreement or of any
provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by
such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in
applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or
advancement of Expenses than would be afforded currently under the Charter, the Bylaws or this Agreement, it is the intent of
the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. To the extent
that a change in Delaware law, whether by statute or judicial decision, narrows or limits indemnification or advancement of
Expenses that are afforded currently under the Charter, the Bylaws or this Agreement, it is the intent of the parties hereto that
such change, except to the extent required by applicable law, shall have no effect on this Agreement or the parties' rights and
obligations hereunder.  No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every
other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other right or remedy.


(b) The DGCL, the Charter and the Bylaws permit the Company to purchase and maintain insurance or
furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or
surety bond ("Indemnification Arrangements") on behalf of Indemnitee against any liability asserted against him or
incurred by or on behalf of him or in such capacity as a director, officer, employee or agent of the Company, or arising out of
his status as such, whether or not the Company would have the power to indemnify him against such liability under the
provisions of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment, and maintenance of
any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of the
Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by
the Company and the Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other
party or parties thereto under any such Indemnification Arrangement.


(c) The Company shall maintain directors' and
officers' insurance programs providing coverage to Indemnitee for Expenses during the time period Indemnitee serves the
Company in a Corporate Status, and for a period of no less than six (6) years




                                                  16







following the conclusion of such service.
If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a
participant (as a witness or otherwise), the Company has director and officer liability insurance in effect, the Company shall
give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies.
The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee,
all amounts payable as a result of such Proceeding in accordance with the terms of such policies.


(d) In the event of any payment under this Agreement, the Company shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action
necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit
to enforce such rights. 


(e) The Company's obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder
to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member,
fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as
indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise.  Notwithstanding
any other provision of this Agreement to the contrary, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue
or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among
multiple parties possessing such duties to Indemnitee prior to the Company's satisfaction and performance of all its obligations
under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether
Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or
insurance coverage rights against any person or entity other than the Company.




18. DURATION OF AGREEMENT.  All agreements and obligations of the Company contained
herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer,
trustee, partner, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust,
employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue
thereafter so long as Indemnitee may be subject to any possible Proceeding (including any rights of appeal thereto and any
Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his Corporate Status, whether
or not Indemnitee is acting in any such capacity at the time any liability or expense is incurred for which indemnification can be
provided under this Agreement.


19. SEVERABILITY.  If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement


                                                  17







containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted
by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to
give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this
Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any
such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed
so as to give effect to the intent manifested thereby.


20. ENFORCEMENT AND BINDING EFFECT.


(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed
the obligations imposed on it hereby in order to encourage Indemnitee to serve and/or continue to serve as a director, officer or
key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as
a director, officer or key employee of the Company.


(b) Without limiting any of the rights of Indemnitee under the Charter or Bylaws of the Company as they
may be amended from time to time, and except as provided in Section 17(a), this Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings,
oral, written and implied, between the parties hereto with respect to the subject matter hereof.


(c) The rights to be indemnified and to receive contribution and advancement of Expenses provided by
or granted Indemnitee pursuant to this Agreement shall apply to Indemnitee's service as an officer, director, employee or agent
of the Company prior to the date of this Agreement, as well as service on or after the date of this Agreement.


(d) The indemnification, hold harmless, exoneration and advancement of expenses rights provided by
or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective
successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a
director, officer, employee or agent of the Company or of any other Enterprise, and shall inure to the benefit of Indemnitee and
his or her spouse, assigns, estate, heirs, devisees, executors and administrators and other legal representatives.


(e) The Company shall require and cause any successor (whether direct or indirect by purchase,
merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company,
by written agreement in form and substance satisfactory to the Indemnitee, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession
had taken place.




                                                  18






(f) The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at
some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause
Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking,
among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or
irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from
seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that
Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining orders,
preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection
therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee
by the Court, and the Company hereby waives any such requirement of such a bond or undertaking.




21. MODIFICATION AND WAIVER.  No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver
constitute a continuing waiver.


22. NOTICES.  All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the
party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with
postage prepaid, on the third (3rd) business day after the date on which it is so mailed:


(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other
address as Indemnitee shall provide in writing to the Company.


(b) If to the Company, to:


Mattson Technology, Inc.

                   c/o Chief Executive Officer

                   47131 Bayside Parkway

                   Fremont, CA 94538



or to any other address as may have been furnished to Indemnitee in writing by the Company.




23. APPLICABLE LAW AND CONSENT TO JURISDICTION.  This Agreement and the legal
relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of
Delaware, without regard to its


                                                  19







conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant
to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any
action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in
any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the
exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this
Agreement; (c) appoint irrevocably, to the extent such party is not a resident of the State of Delaware, Abrams & Bayliss
LLP, 20 Montchanin Road, Suite 200, Wilmington, Delaware 19807 as such party's agent for acceptance of legal process in
connection with any such action or proceeding against such party with the same legal force and validity as if served upon such
party personally within the State of Delaware; (d) waive any objection to the laying of venue of any such action or proceeding in
the Delaware Court; and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in
the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.


24. IDENTICAL COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and
the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be
produced to evidence the existence of this Agreement.


25. MISCELLANEOUS.  Use of the masculine pronoun shall be deemed to include usage of
the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only
and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.


26. PERIOD OF LIMITATIONS.  No legal action shall be brought and no cause of action shall
be asserted by or in the right of the Company against Indemnitee, Indemnitee's spouse, heirs, executors or personal or legal
representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of
action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within
such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of
action such shorter period shall govern.  


27.  ADDITIONAL ACTS.  If for the validation of any of the provisions in this Agreement any
act, resolution, approval or other procedure is required, the Company undertakes to cause such act, resolution, approval or
other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this
Agreement.


[Remainder of page intentionally left blank;

                  signatures appear on following page]



                                                  20






IN WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be
signed as of the day and year first above written.


 

	
MATTSON TECHNOLOGY, INC.


 

______________________________

                   Name:

                   Title:
	
INDEMNITEE


 

______________________________

                   Name:

                   Address:





 

 

 

 

 

 

 



                                                  21