Exhibit 10.1


 


Axcelis
Technologies, Inc.

108 Cherry Hill Drive

Beverly, MA  10915


 


October 26, 2005


 


[Executive Officer]

c/o Axcelis Technologies, Inc. 

108 Cherry Hill Drive

Beverly, MA  01915


 


Dear
[          ]:


 


This letter agreement (this “Agreement”) is
being entered into by and between you and Axcelis Technologies, Inc. (the “Company”),
a Delaware corporation, in connection with certain stock options granted to you
pursuant to the Company’s 2000 Stock Plan that are “Underwater Options”, as
defined below.


 


1.     Background.   On October 24, 2005, the
Compensation Committee of the Board of Directors of the Company determined to
fully accelerate the vesting of each otherwise unvested stock option held by an
option holder employed by the Company as of December 15, 2005 if such
option had an exercise price that is greater than or equal to $10.00 (each an “Underwater
Option”).


 


In
the case of Underwater Options held by any employee who is an executive officer
of the Company under the U.S. securities laws (“an executive officer”),
the Compensation Committee conditioned such acceleration of vesting on a
requirement that the executive officer execute an agreement pursuant to which
he or she agrees to refrain from selling, transferring, pledging, or otherwise
disposing of any shares acquired upon the exercise of options so accelerated
(other than shares required to cover the exercise price and satisfy withholding
taxes) until the earliest of :


 


a)     the date on which the exercise would have
been permitted under such options’ pre-acceleration vesting terms;


b)    such executive officer’s last day of
employment; or


c)     the occurrence of a “change of control” as
defined in the Change of Control Agreement between the Company and such
executive officer to the extent such option would accelerate under such an
agreement.


 


Such
earliest date shall be referred to herein as the “Release Date.”  This Agreement is presented for your
signature in order to satisfy such condition.


 


2.     Lock-up Agreement.   In
consideration of the acceleration of the vesting of your Underwater Options, you
agree to refrain from selling, transferring, pledging, or otherwise disposing
of any shares acquired upon the exercise of your accelerated


 





















 


Underwater
Options (other than shares required to cover the exercise price and satisfy
withholding taxes) until the Release Date applicable to such shares.


 


3.     Counterparts.      This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original but all of which together will constitute one in the
same instrument.


 


If this Agreement correctly sets forth our agreement
on the subject matter hereof, kindly sign and return to the Company the
enclosed copy of this Agreement which will then constitute our agreement on
this subject.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  AXCELIS TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  



 


I acknowledge receipt and agree with the foregoing
terms and conditions.


 


 


	
   

  	
   

  
	
  Name:
  [                                                            ]