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Exhibit
10.9
 NOVELLUS SYSTEMS, INC.
2001 STOCK INCENTIVE PLAN
 (Amended and Restated February 15, 2007)
 Purposes of the Plan
 Definitions
 Administrator
 Affiliate Associate
 Applicable Laws
 Award
 Award Agreement
 Board
 Code
 Committee
 Common Stock
 Company
 Consultant
 Continuous Service




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Corporate Transaction
      Covered Employee
 Director
 Disability
 Employee
 Exchange Act
 Fair Market Value




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Grantee
 Incentive Stock Option
 Nonstatutory Stock Option
 Officer
 Option
 Outside Director
 Parent
 Performance  Based Compensation
 Plan
 Related Entity
 Related Entity Disposition
 Restricted Stock
 Restricted Stock Units
 Rule 16b-3
 Share
 Subsidiary
 Stock Subject to the Plan
 
         Administration of the Plan
  Administration with Respect to Directors and Officers
 Administration With Respect to Consultants and Other Employees
 Administration With Respect to Covered Employees




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Administration Errors
 Powers of the Administrator
           Eligibility
 Terms and Conditions of Awards
 Type of Awards




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Designation of Award
 Conditions of Award
 Acquisitions and Other Transactions
 Deferral of Award Payment
 Separate Programs
 Individual Limitations on Awards
 Individual Limit for Options




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Individual Limit for Restricted Stock and Restricted Stock Units
 Deferral
 Early Exercise
 Term of Award
 Transferability of Awards
 Time of Granting Awards
 Award Exercise or Purchase Price, Consideration and Taxes
 Exercise or Purchase Price




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Consideration
        Taxes
      Exercise of Award
 Procedure for Exercise; Rights as a Shareholder
   Exercise of Award Following Termination of Continuous Service
    Conditions Upon Issuance of Shares
   Adjustments Upon Changes in Capitalization
      Corporate Transactions and Related Entity Dispositions
   Effective Date and Term of Plan
 Amendment, Suspension or Termination of the Plan
        Reservation of Shares
      No Effect on Terms of Employment/Consulting Relationship
 No Effect on Retirement and Other Benefit Plans
 Plan History
 Unfunded Obligation
 Construction
      NOVELLUS SYSTEMS, INC. 2001 STOCK INCENTIVE PLAN
 STOCK OPTION AWARD AGREEMENT
 Grant of Option
  Exercise of Option
 Right to Exercise
 Vesting
 1
      Post Termination Exercise Period
 Leave of Absence
 Change in Status
 Method of Exercise
 Taxes
 2
      Method of Payment
     Restrictions on Exercise
 Termination of Continuous Service
 Disability of Grantee
 3
      Death of Grantee
 Transferability of Option
 Term of Option
 Tax Consequences
 Entire Agreement: Governing Law
 4
      Headings
 Administration and Interpretation
 Venue
 Notices
 END OF AGREEMENT
 5
      NOVELLUS SYSTEMS, INC.
 2001 STOCK INCENTIVE PLAN
 NOTICE OF STOCK OPTION AWARD
 Grantees Name and Address
    
    %%FIRST_NAME%-%%%LAST_NAME%%%%ADDRESS_LINE1%-%%%ADDRESS_LINE2%-%%%ADDRESS_LINE3%-%%%CITY%-% %%STATE%-%%%ZIPCODE%-%%%COUNTRY%-%
  Option Number
    
    %%OPTION_NUMBER%-%Date of Grant
    
    %%OPTION_DATE,MM/DD/YYYY%-%Vesting Commencement Date
    
    %%VEST_BASE_DATE, MM/DD/YYYY%-%Exercise Price per Share
    
    %%OPTION_PRICE,$999,999,999.99%-%Total Number of Shares Subject
to the Option (the Shares)
    
    %%TOTAL_SHARES_GRANTED,999,999,999%-%Total Exercise Price
    
    %%TOTAL_OPTION_PRICE$999,999,999.99%-%Type of Option:
    
    Incentive Stock OptionNon-Qualified Stock Option
 1
      Expiration Date:
    
    %%EXPIRE_DATE_PERIOD1MM/DD/YYYY%-%
 Vesting Schedule :
  Shares
    
    Vest Type
    
    Vest Date%%SHARES_PERIOD1,999,999,999%-%
    
    %%VEST_TYPE_PERIOD1%-%
    
    %%VEST_DATE_PERIOD1MM/DD/YYYY%-%%%SHARES_PERIOD2,999,999,999%-%
    
    %%VEST_TYPE_PERIOD2%-%
    
    %%VEST_DATE_PERIOD2MM/DD/YYYY%-%%%SHARES_PERIOD3,999,999,999%-%
    
    %%VEST_TYPE_PERIOD3%-%
    
    %%VEST_DATE_PERIOD3MM/DD/YYYY%-%%%SHARES_PERIOD4,999,999,999%-%
    
    %%VEST_TYPE_PERIOD4%-%
    
    %%VEST_DATE_PERIOD4MM/DD/YYYY%-%%%SHARES_PERIOD5,999,999,999%-%
    
    %%VEST_TYPE_PERIOD5%-%
    
    %%VEST_DATE_PERIOD5MM/DD/YYYY%-%
  Novellus Systems, Inc.,
a California corporationBy:
    Martin J. CollinsTitle:
    Senior Vice President, General  Counsel and Corporate Secretary  2
      3
      4
      NOVELLUS SYSTEMS, INC. 2001 STOCK INCENTIVE PLAN
 NOTICE OF RESTRICTED STOCK BONUS AWARD
 Grantees Name and Address:
  Award NumberDate of AwardTotal Number of Shares
of Common Stock AwardedFair Market Value per Share
    
    $
 Vesting Schedule
       1
      Novellus Systems, Inc.,
a California corporationBy:Title:Date:   2
      [www.etrade.com]
   3
      NOVELLUS SYSTEMS, INC. 2001 STOCK INCENTIVE PLAN
 RESTRICTED STOCK BONUS AWARD AGREEMENT
 Issuance of Shares
 Transfer Restrictions
 Escrow of Stock Exhibit A
 Distributions
 1
      Withholding of Taxes
 General
 Payment of Withholding Taxes
 By Share Withholding.
 By Sale of Shares
 2
      By Check, Wire Transfer or Other Means
 Additional Securities
 Stop-Transfer Notices
 Refusal to Transfer
 Restrictive Legends
 
 3
      Entire Agreement: Governing Law
 Headings
 Administration and Interpretation
 Venue
 Notices
 END OF AGREEMENT
 4
      EXHIBIT A
 STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE
 [Please print out and sign this document but do not date it. The date and information of
the transferee will be completed if and when the shares are assigned.]
 
 
 By:Award NumberGrantee's Name and Address 1
      NOVELLUS SYSTEMS, INC.
 2001 STOCK INCENTIVE PLAN
 NOTICE OF RESTRICTED STOCK BONUS AWARD
 Grantees Name and Address:
  Award NumberDate of AwardTotal Number of Shares
of Common Stock AwardedAggregate Fair Market
Value of the Shares
    $
 Vesting Schedule
      1
      Novellus Systems, Inc.,
a California corporationBy:Title:Date:  [www.etrade.com]
 2
      Dated:
    
    
    
    
    
    Signed:
 3
      NOVELLUS SYSTEMS, INC.
 2001 STOCK INCENTIVE PLAN
 RESTRICTED STOCK BONUS AWARD AGREEMENT
 Issuance of Shares
 Transfer Restrictions
 Escrow of Stock Exhibit A
 1
      Distributions
 Withholding of Taxes
 General
 Payment of Withholding Taxes
 By Share Withholding.
 By Sale of Shares
 2
      By Check, Wire Transfer or Other Means
 Additional Securities
 Stop-Transfer Notices
 Refusal to Transfer
 3
      Restrictive Legends
  Entire Agreement: Governing Law
 Headings
 Administration and Interpretation
 Venue
 4
      Notices
 END OF AGREEMENT
 5
      EXHIBIT A
 STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE
 [Please print out and sign this document but do not date it. The date and information of
the transferee will be completed if and when the shares are assigned.]
   ByAward NumberGrantees Name and Address 1
      PLAN
 NOTICE OF RESTRICTED STOCK UNIT AWARD
 Grantees Name and Address:
  Award NumberDate of AwardVesting Commencement DateTotal Number of Restricted Stock
Units Awarded (the Units)
 Vesting Schedule
      Novellus Systems, Inc.,
a California corporationBy:Title:Date:  2
      Grantee Acknowledges and Agrees :
   [www.etrade.com]
   3
      Date:Grantees SignatureGrantees Printed NameAddress
 4
      Award Number:
 NOVELLUS SYSTEMS, INC.
2001 STOCK INCENTIVE PLAN
 RESTRICTED STOCK UNIT AGREEMENT
 Issuance of Units
 Transfer Restrictions
 Conversion of Units and Issuance of Shares
 General
 Delay of Conversion
 Delay of Issuance of Shares
      Right to Shares
 Taxes
 Tax Liability
 Payment of Withholding Taxes
 By Share Withholding.
 By Sale of Shares
 2
      By Check, Wire Transfer or Other Means
  Entire Agreement; Governing Law
 Construction
 Administration and Interpretation
 Venue and Jurisdiction
 3
      Notices
 Data Privacy
 4
      Amendment and Delay to Meet the Requirements of Section 409A
 END OF AGREEMENT
 5