exv10w17



 





EXHIBIT 10.17









Severance Benefits for Executive Officers (as of February 14, 2008)




     Ultra Clean Holdings, Inc. (together with its subsidiary Ultra Clean Technology Systems and
Service, Inc., hereafter referred to as “Ultra Clean” or “the Company”) hereby offers the severance
benefits set forth below to specified Company executives upon certain events of termination of
their employment. This severance policy may be amended or terminated by the Company at any time,
except that following a Change of Control (as defined in the Company’s Stock Incentive Plan), the
policy may not be terminated or amended to adversely affect a participant for 12 months thereafter.



     Eligible Executives. Executives may be eligible to receive severance benefits if (a) they are
employed in the positions of Senior Vice President of Engineering, Senior Vice President of Sales,
Chief Financial Officer, or Chief Technology Officer, so long as such position is considered an
“executive officer” position of the Company, and (b) they are notified in writing by the Director
of Human Resources that they are eligible to receive severance benefits pursuant to the terms and
conditions of this policy.



     Involuntary Termination. An eligible executive qualifies for severance benefits pursuant to
this policy if Ultra Clean terminates his or her employment without Cause (as defined below) and
the executive signs and lets become effective a release of claims that he or she may hold against
Ultra Clean, its affiliated entities and the directors, officers, employees, representatives and
agents of Ultra Clean and its affiliated entities in a form acceptable to Ultra Clean. Executives
who might otherwise be eligible for severance benefits pursuant to this policy shall not qualify
for benefits if they resign their employment or are discharged for cause. For the purpose of this
policy, “Cause” shall exist if (a) the executive is convicted of, or pleads guilty or no contest
to, a criminal offense; (b) the executive engages in any act of fraud or dishonesty; (c) the
executive breaches any agreement with Ultra Clean; (d) the executive commits any material violation
of Ultra Clean policy; or (e) the executive fails to rectify deficiencies in his or her job
performance within 90 days of being notified of the need to do so by the Company. Nothing in this
policy changes the at-will nature of employment of each eligible executive.



     Severance Benefits. An eligible executive who qualifies for severance benefits pursuant to
this policy shall receive the following severance benefits:



	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Bonus and Incentive Compensation	 	 	 	 
	 	Base Salary Multiple	 	 	Multiple	 	 	Payment of COBRA Costs	 
	 	75% of the executive’s
then-current annual
base salary

	 	 	50% of the executive’s
average annual cash
bonus and cash
incentive compensation
as determined by the
Company over the prior
three years (i.e.
[(Year 1 + Year 2 +
Year 3) / 3] x 0.5)
	 	 	9 months	 
	 





     Payment of Benefits. The foregoing severance payments (other than the COBRA costs) shall
be paid in a lump sum to the executive in cash as soon as administratively practicable after the
termination date, and, in any event, no later than two and one-half (2-1/2) months after the end of
the taxable year of the executive in which the termination date occurs. The COBRA costs shall be
paid as incurred (by subsidizing or reimbursing the premium payments) but shall end if, prior to
the end of the period of time set forth above, the executive commences alternative employment and
becomes eligible for group medical coverage.



     Section 409A. The payments and benefits under this policy are intended to qualify for the
short-term deferral exception to Section 409A of the Internal Revenue Code described in Treasury
Regulation Section 1.409A-1(b)(4) to the maximum extent possible and, to the extent they do not so
qualify, are intended to qualify for the involuntary separation pay plan exception to Section 409A
described in Treasury Regulation Section 1.409A-1(b)(9)(iii) to the maximum extent possible. To
the extent Section 409A is applicable to this policy, notwithstanding any other provision of this
policy to the contrary, if an eligible executive is a “specified employee” within the meaning of
Section 409A on the date of termination of employment, to the extent required in order to comply
with Section 409A, amounts that would otherwise be payable under this policy during the six-month
period immediately following the termination date shall instead be paid on the first business day
after the date that is six months following the termination date.



     Miscellaneous. This policy shall be governed by and construed in accordance with the laws of
the state of California, without reference to principles of conflict of laws. All amounts due
hereunder shall be subject to applicable tax withholding. The severance benefits paid under this
policy shall be in lieu of any severance benefits under any other Company plans, programs,
policies, agreements or practices and shall be reduced by any severance or notice period required
by any applicable federal, state or local law (including without limitation the WARN Act) in
connection with any termination of an executive’s employment. To the extent required by law, the
Company shall furnish to participants a summary plan description containing additional information.
This policy shall be assumed by any successors or assigns of the Company.