<PAGE>

                                                                     EXHIBIT 4.5


                          1995 OMNIBUS INCENTIVE PLAN

                             OF ETEC SYSTEMS, INC.
                             ---------------------

     ARTICLE 1.  INTRODUCTION
     ----------  ------------

     The Plan was adopted by the Board of Directors on July 18, 1995, effective
June 1, 1995.  The Company's stockholders subsequently approved the Plan at the
annual meeting of stockholders on September 12, 1995, subject to the Company
becoming a registered company under section 12 of the Exchange Act.  The Company
became a company registered under section 12 of the Exchange Act on October 27,
1995.

     The purpose of the Plan is to promote the long-term success of the Company
and the creation of shareholder value by (a) encouraging Key Employees to focus
on critical long-range objectives, (b) encouraging the attraction and retention
of Key Employees and (c) linking the interests of Key Employees directly to
those of shareholders through increased stock ownership.  The Plan provides for
Awards in the form of Restricted Shares, Stock Units, or Options (which may
constitute incentive stock options or non-statutory stock options).

     The Plan is intended to comply in all respects with Rule 16b-3 (or its
successor) under the Exchange Act and shall be construed accordingly.

     ARTICLE 2.  DEFINITIONS
     ----------  -----------

          2.1  "Affiliate" means any entity other than a subsidiary, if the
                ---------
Company and/or one or more Subsidiaries own not less than 50% of such entity.

          2.2  "Award" means any award of an Option, a Restricted Share or a
                -----
Stock Unit under the Plan. Awards may be made in any combination of NSO,
Restricted Shares or Stock Units.

          2.3  "Board of Directors" means the Company's Board of Directors, as
                ------------------
constituted from time to time.

          2.4  "Change in Control" means the shareholders of the Company approve
                -----------------
a merger or consolidation of the Company with, or the sale of substantially all
the Company's assets to, any other person or corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least 80% of the total voting power represented by the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation.

     Any other provision of this Section 2.4 notwithstanding, the term "Change
in Control" shall not include either of the following events, if undertaken at
the election of the Company:
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               (a)  A transaction, the sole purpose of which is to change the
state of the Company's incorporation; or

               (b)  A transaction, the result of which is to sell all or
substantially all of the assets of the Company to another corporation (the
"surviving corporation"); provided that the surviving corporation is owned
directly or indirectly by the shareholders of the Company immediately following
such transaction in substantially the same proportions as their ownership of the
Company's common stock immediately preceding such transaction; and provided,
further, that the surviving corporation expressly assumes this Plan and all
outstanding Awards.

          2.5  "Code" means the Internal Revenue Code of 1986, as amended.
                ----

          2.6  "Committee" means a committee of the Board of Directors, as
                ---------
described in Article 3.

          2.7  "Company" means ETEC Systems, Inc., a Nevada corporation.
                -------

          2.8  "Exchange Act" means the Securities Exchange Act of 1934, as
                ------------
amended.

          2.9  "Exercise Price" means the amount for which one Share may be
                --------------
purchased upon exercise of an Option, as specified in the applicable Stock
Option Agreement.

          2.10 "Fair Market Value" means (a) the closing price of a Share on
                -----------------
the principal exchange on which the Shares are trading, on the date on which the
Fair Market Value is determined, or (b) if the Shares are not traded on an
exchange but are quoted on NASDAQ or a successor quotation system, the closing
price on the date on which the Fair Market Value is determined, or (c) if the
Shares are not traded on an exchange or quoted on the NASDAQ or a successor
quotation system, the fair market value of a Share, as determined by the
Committee in good faith. Such determination shall be conclusive and binding on
all persons.

     Whenever possible, the determination of Fair Market Value by the Committee
shall be based on the prices reported in the Western Edition of The Wall Street
                                                                ---------------
Journal.  Determinations of Fair Market Value shall be conclusive and binding on
-------
all persons.

          2.11 "ISO" means an incentive stock option described in section 422(b)
                ---
of the Code.

          2.12 "Key Employee" means (a) a common-law employee of the Company, a
                ------------
Parent, a Subsidiary or an Affiliate or (b) a consultant or adviser who provides
services to the Company, a Parent, a Subsidiary or an Affiliate as an
independent contractor. Service as an independent contractor shall be considered
employment for all purposes of the Plan, except as provided in Section 5.3.

          2.13 "NSO" means an employee stock option not described in sections
                ---
422 or 423 of the Code.

                                      -2-
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          2.14 "Option" means an ISO or NSO granted under the Plan and
                ------
entitling the holder to purchase one Share.

          2.15 "Optionee" means an individual or estate who holds an Option.
                --------

          2.16 "Outside Director" shall mean a member of the Board of Directors
                ----------------
who is not a common-law employee of the Company, a Parent, a Subsidiary or an
Affiliate.

          2.17 "Parent" means any corporation (other than the Company) in an
                ------
unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a Parent on
a date after the adoption of the Plan shall be considered a Parent commencing as
of such date.

          2.18 "Participant" means an individual or estate who holds an Award.
                -----------

          2.19 "Plan" means this 1995 Omnibus Incentive Plan of ETEC Systems,
                ----
Inc, as it may be amended from time to time.

          2.20 "Restricted Share" means a Share awarded under the Plan.
                ----------------

          2.21 "Share" means one share of the common stock of the Company.
                -----

          2.22 "Stock Award Agreement" means the agreement between the Company
                ---------------------
and the recipient of a Restricted Share or Stock Unit which contains the terms,
conditions and restrictions pertaining to such Restricted Share or Stock Unit.

          2.23 "Stock Option Agreement" means the agreement between the Company
                ----------------------
and an Optionee which contains the terms, conditions and restrictions pertaining
to his or her Option.

          2.24 "Stock Unit" means a bookkeeping entry representing the
                ------------------------------------------------------
equivalent of one Share, as awarded under the Plan.
--------------------------------------------------

          2.25 "Subsidiary" means any corporation (other than the Company) in
                ----------
an unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that attains
the status of a Subsidiary on a date after the adoption of the Plan shall be
considered a Subsidiary commencing as of such date.

     ARTICLE 3.  ADMINISTRATION
     ----------

          3.1  Committee Composition. The Plan shall be administered by the
               ---------------------
Committee.

               (a)  Except as provided in Subsection (b), the Board of Directors
shall appoint a Committee to administer the Plan consisting of two or more
Outside Directors of the

                                      -3-
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Company and meeting such other requirements as may be established from time to
time by the Securities and Exchange Commission for plans intended to qualify for
exemption under Rule 16b3 (or its successor) under the Exchange Act.

               (b)  The Board of Directors may also appoint one or more separate
committees of the Board of Directors, each composed of one or more directors of
the company who need not be Outside Directors, who may administer the Plan with
respect to Kay Employees who are not officers or directors of the Company, may
grant Awards under the Plan to such Key Employees and may determine all terms of
such Awards.

          3.2  Committee Responsibilities.  The Committee shall (a) select the
               --------------------------
Key Employees who are to receive Awards under the Plan, (b) determine the type,
number, vesting requirements and other features and conditions of such Awards,
(c) interpret the Plan and (d) make all other decisions relating to the
operation of the Plan. The Committee may adopt such rules or guidelines, as it
deems appropriate to implement the Plan. The Committee's determinations under
the Plan shall be final and binding on all persons.

     ARTICLE 4.  SHARES AVAILABLE FOR GRANTS
     ----------  ---------------------------

          4.1  Basic Limitation.  Shares issued pursuant to the Plan shall be
               ----------------
authorized but unissued Shares and Shares acquired in the open market. The
aggregate number of Shares reserved for award as Restricted Shares, Stock Units,
and Options shall be 4,775,000 Shares, provided that no more than 10% of the
preceding amount may be awarded as Restricted Shares. Any Shares that have been
reserved but not awarded as Restricted Shares, Stock Units, and Options during
any calendar year shall remain available for award in any subsequent calendar
year. The limitations of this Section 4.1 shall be subject to adjustment
pursuant to Article 10.

          4.2  Additional Shares.  If Stock Units or Options are forfeited or if
               -----------------
Options terminate for any other reason before being exercised, then such Stock
Units or Options shall again become available for Awards under the Plan. If
Restricted Shares are forfeited before any dividends have been paid with respect
to such Restricted Shares, then such Restricted Shares shall again become
available for Awards under the Plan. In addition, any Shares previously issued
under the Plan and repurchased by the Company shall again become available for
Awards under the Plan.

          4.3  Dividend.  Any dividend equivalents distributed under the Plan
               --------
shall not be applied against the number of Restricted Shares, Stock Units, or
Options available for Awards, whether or not such dividend equivalents are
converted into Stock Units.

     ARTICLE 5.  ELIGIBILITY
     ----------  -----------

          5.1  General Rules.  Only Key Employees shall be eligible for
               -------------
designation as Participants by the Committee.

          5.2  Outside Directors.  Outside Directors are not eligible for Awards
               -----------------
under this Plan.

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          5.3  Incentive Stock Options.  Only Key Employees who are common-law
               -----------------------
employees of the Company, a Parent or a Subsidiary shall be eligible for the
grant of ISOs. Independent contractors and consultants are not eligible for the
grant of ISOs. In addition, a Key Employee who owns more than 10% of the total
combined voting power of all classes of outstanding stock of the Company or any
of its Parents or Subsidiaries shall not be eligible for the grant of an ISO
unless the requirements set forth in section 422(c)(5) of the Code are
satisfied.

     ARTICLE 6.  OPTIONS
     ----------  -------

          6.1  Stock Option Agreement.  Each grant of an Option under the Plan
               ----------------------
shall be evidenced by a Stock Option Agreement between the Optionee and the
Company. Such Option shall be subject to all applicable terms of the Plan and
may be subject to any other terms that are not inconsistent with the Plan, as
determined by the Committee. The Stock Option Agreement shall specify whether or
to what extent the Option is an ISO or an NSO. The provisions of the various
Stock Option Agreements entered into under the Plan need not be identical.

          6.2  Number of Shares.  Each Stock Option Agreement shall specify the
               ----------------
number of Shares subject to the Option subject to the adjustment of such number
in accordance with Article 10. Options granted to an Optionee in a single
calendar year shall in no event pertain to more than 100,000 Shares, subject to
adjustment in accordance with Article 10.

          6.3  Exercise Price. Each Stock Option Agreement shall specify the
               --------------
Exercise Price, which shall in no event be less than 100% of the Fair Market
Value of a Share on the date of grant (or, for a Key Employee who owns more than
10% of the total combined voting power of all classes of outstanding stock of
the Company or any of its Parents or Subsidiaries, 110% of the Fair Market Value
of a Share on the date of grant.)

          6.4  Exercisability and Term.  Each Stock Option Agreement shall
               -----------------------
specify the date when all or any installment of the Option is to become
exercisable. The Stock Option Agreement shall also specify the term of the
Option; provided that the term of an option shall in no event exceed 10 years
from the date of grant (or, for a Key Employee who owns more than 10% of the
total combined voting power of all classes of outstanding stock of the Company
or any of its Parents or Subsidiaries, five years from the date of grant).
Options may not be exercised more than one year from the date of termination if
the termination was caused by death or disability and more than 60 days from the
date of termination if the termination was for any other reason. The vesting of
any Option shall be determined by the Committee in its sole discretion,
provided, however, that no Option is exercisable less than six months after the
grant date, subject to the following exceptions: the Option shall be immediately
exercisable in the event of the Optionee terminates employment as a result of
his or her death or a disability that the Committee finds is a total and
permanent disability. Otherwise, the Stock Option Agreement may provide for (1)
accelerated exercisability in the event of the Optionee's retirement or (2) that
such Option shall become fully exercisable as to all Shares subject to such
Option in the event of a Change in Control.

          6.5  Modification of Exercise Price.  Neither the Board of Directors
               ------------------------------
nor the Committee may, without stockholder approval, make any adjustment or
amendment to the Exercise

                                      -5-
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Price of a ny Option previously awarded under the Plan, whether through
amendment, cancellation or replacement grants, or any other means.

     ARTICLE 7.  PAYMENT FOR OPTION
     ----------  ------------------

          7.1  General Rule.  The entire Exercise Price of Shares issued upon
               ------------
exercise of Options shall be payable in cash at the time when such Shares are
purchased, except as follows:

               (a)  In the case of an ISO granted under the Plan, payment shall
be made only pursuant to the express provisions of the applicable Stock Option
Agreement. The Stock Option Agreement may specify that payment may be made in
any form(s) described in this Article 7.

               (b)  In the case of an NSO, the Committee may at any time accept
payment in any form(s) described in Section 7.2, 7.3, or 7.4.

          7.2  Surrender of Stock.  To the extent that this Section 7.2 is
               ------------------
applicable, payment for all or any part of the Exercise Price may be made with
Shares which have already been owned by the Optionee for more than six months.
Such Shares shall be valued at their Fair Market Value on the date when the new
Shares are purchased under the Plan.

          7.3  Exercise/Sale.  To the extent that this Section 7.3 is
               -------------
applicable, payment may be made by the delivery (on a form prescribed by the
Company) of an irrevocable direction to a securities broker approved by the
Company to sell Shares and to deliver all or part of the sales proceeds to the
Company in payment of all or part of the Exercise Price and any withholding
taxes.

          7.4  Exercise/Pledge. To the extent that this Section 7.4 is
               ---------------
applicable, payment may be made by the delivery (on a form prescribed by the
Company) of an irrevocable direction to pledge Shares to a securities broker or
lender approved by the Company, as security for a loan, and to deliver all or
part of the loan proceeds to the Company in payment of all or part of the
Exercise Price and any withholding taxes.

          7.5  Other Forms of Payment.  Payment may be made in any other form
               ----------------------
that is approved by the Committee and is consistent with applicable laws,
regulations and rules.

     ARTICLE 8.  RESTRICTED SHARES AND STOCK UNITS
     ----------  ---------------------------------

          8.1  Time, Amount and Form of Awards.  Awards under the Plan may be
               -------------------------------
granted in the form of Restricted Shares, in the form of Stock Units, or in any
combination of both. The amount of the Restricted Shares granted is limited to
10% of the Shares available for awards under Section 4.1.

          8.2  Payment for Awards.  Awards of Restricted Shares may be made for
               ------------------
no consideration.

                                      -6-
<PAGE>

          8.3  Vesting Conditions.  Each Award of Restricted Shares or Stock
               ------------------
Units shall become vested, in full or in installments, upon satisfaction of the
conditions specified in the Stock Award Agreement. A Restricted Share shall not
vest less than one year from the grant date if the vesting is based on meeting
performance targets established by the Committee, or in all other cases, less
than three years from the grant date subject, in both cases, to the following
exceptions: A Stock Award Agreement may provide for accelerated vesting in the
event of the Participant's death, disability or retirement or other events. The
Committee may determine, at the time of making an Award or thereafter, that such
Award shall become fully vested in the event that a Change in Control occurs
with respect to the Company.

          8.4  Form and Time of Settlement of Stock Units.  Settlement of
               ------------------------------------------
vested Stock Units may be made in the form of (a) cash, (b) Shares or (c) any
combination of both. The actual number of Stock Units eligible for settlement
may be smaller than the number included in the original Award, based on
predetermined performance factors. Methods of converting Stock Units into cash
may include (without limitation) a method based on the average Fair Market Value
of Shares over a series of trading days. Vested Stock Units may be settled in a
lump sum or in installments. The distribution may occur or commence when all
vesting conditions applicable to the Stock Units have been satisfied or have
lapsed, or it may be deferred to any later date. The amount of a deferred
distribution may be increased by an interest factor or by dividend equivalents.
Until an Award of Stock Units is settled, the number of such Stock Units shall
be subject to adjustment pursuant to Article 10. Any Stock Units Award that
becomes payable after the recipient's death shall be distributed to the
recipient's designated beneficiary or beneficiaries or his or her estate in
accordance with Section 14.l.

          8.5  Creditors' Rights.  A holder of Stock Units shall have no rights
               -----------------
other than those of a general creditor of the Company. Stock Units represent an
unfunded and unsecured obligation of the Company, subject to the terms and
conditions of the applicable Stock Award Agreement.

     ARTICLE 9.   VOTING AND DIVIDEND RIGHTS
     ----------   --------------------------

          9.1  Restricted Shares.  The holders of Restricted Shares awarded
               -----------------
under the Plan shall have the same voting, dividend and other rights as the
Company's other shareholders. A Stock Award Agreement, however, may require that
the holders of Restricted Shares invest any cash dividends received in
additional Restricted Shares. Such additional Restricted Shares shall be subject
to the same conditions and restrictions as the Award with respect to which the
dividends were paid. Such additional Restricted Shares shall not reduce the
number of Shares available under Article 4.

          9.2  Stock Units.  The holders of Stock Units shall have no voting
               -----------
rights. Prior to settlement or forfeiture, any Stock Unit awarded under the Plan
may, at the Committee's discretion, carry with it a right to dividend
equivalents. Such right entitles the holder to be credited with an amount equal
to all cash dividends paid on one Share while the Stock Unit is outstanding.
Dividend equivalents may be converted into additional Stock Units. Settlement of
dividend equivalents may be made in the form of cash, in the form of Shares, or
in a combination of both. Prior to distribution,

                                      -7-
<PAGE>

any dividend equivalents which are not paid shall be subject to the same
conditions and restrictions as the Stock Units to which they attach.

     ARTICLE 10.  PROTECTION AGAINST DILUTION
     -----------  ---------------------------

          10.1  Adjustments.  In the event of a subdivision of the outstanding
                -----------
Shares, a declaration of a dividend payable in Shares, a declaration of a
dividend payable in a form other than Shares in an amount that has a material
effect on the price of Shares, a combination or consolidation of the outstanding
Shares (by reclassification or otherwise) into a lesser number of Shares, a
recapitalization, a spinoff or a similar occurrence, the Committee shall make
such adjustments as it, in its sole discretion, deems appropriate in one or more
of (a) the number of Options, Restricted Shares and Stock Units available for
future Awards under Article 4, (b) the number of Stock Units included in any
prior Award which has not yet been settled, (c) the number of Shares covered by
each outstanding Option or (d) the Exercise Price under each outstanding Option.
Except as provided in this Article 10, a Participant shall have no rights by
reason of any issue by the Company of stock of any class or securities
convertible into stock of any class, any subdivision or consolidation of shares
of stock of any class, the payment of any stock dividend or any other increase
or decrease in the number of shares of stock of any class.

          10.2  Reorganizations.  In the event that the Company is a party to a
                ---------------
merger or other reorganization, outstanding Options, Restricted Shares and Stock
Units shall be subject to the agreement of merger or reorganization. Such
agreement may provide, without limitation, for the assumption of outstanding
Awards by the surviving corporation or its parent, for their continuation by the
Company (if the Company is a surviving corporation), for accelerated vesting and
accelerated expiration, or for settlement in cash.

     ARTICLE 11.   LIMITATION ON RIGHTS
     -----------   --------------------

          11.1  Retention Rights.  Neither the Plan nor any Award granted under
                ----------------
the Plan shall be deemed to give any individual a right to remain an employee,
consultant or director of the Company, a Parent, a Subsidiary or an Affiliate.
The Company and its Parents and Subsidiaries reserve the right to terminate the
service of any employee, consultant or director at any time, and for any reason,
subject to applicable laws, the Company's certificate of incorporation and
bylaws and a written employment agreement (if any).

          11.2  Shareholders' Rights.  A Participant shall have no dividend
                --------------------
rights, voting rights or other rights as a shareholder with respect to any
Shares covered by his or her Award prior to the issuance of a stock certificate
for such Shares. No adjustment shall be made for cash dividends or other rights
for which the record date is prior to the date when such certificate is issued,
except as expressly provided in Articles 8, 9 and 10.

          11.3  Regulatory Requirements.  Any other provision of the Plan
                -----------------------
notwithstanding, the obligation of the Company to issue Shares under the Plan
shall be subject to all applicable laws, rules and regulations and such approval
by any regulatory body as may be required. The Company reserves the right to
restrict, in whole or in part, the delivery of Shares pursuant to any Award
prior

                                      -8-
<PAGE>

to the satisfaction of all legal requirements relating to the issuance of such
Shares, to their registration, qualification or listing or to an exemption from
registration, qualification or listing.

     ARTICLE 12.  LIMITATION ON PAYMENTS
     -----------  ----------------------

          12.1  Basic Rule.  Any provision of the Plan to the contrary
                ----------
notwithstanding, in the event that the independent auditors most recently
selected by the Board of Directors (the "Auditors") determine that any payment
or transfer by the Company to or for the benefit of a Participant, whether paid
or payable (or transferred or transferable) pursuant to the terms of this Plan
or otherwise (a "Payment"), would be nondeductible by the Company for federal
income tax purposes because of the provisions concerning "excess parachute
payments" in section 280G of the Code, then the aggregate present value of all
Payments shall be reduced (but not below zero) to the Reduced Amount; provided
that the Committee, at the time of making an Award under this Plan or at any
time thereafter, may specify in writing that such Award shall not be so reduced
and shall not be subject to this Article 12. For purposes of this Article 12,
the "Reduced Amount" shall be the amount, expressed as a present value, which
maximizes the aggregate present value of the Payments without causing any
Payment to be nondeductible by the Company because of section 280G of the Code.

          12.2  Reduction of Payments.  If the Auditors determine that any
                ---------------------
Payment would be nondeductible by the Company because of section 280G of the
Code, then the Company shall promptly give the Participant notice to that effect
and a copy of the detailed calculation thereof and of the Reduced Amount, and
the Participant may then elect, in his or her sole discretion, which and how
much of the Payments shall be eliminated or reduced (as long as after such
election the aggregate present value of the Payments equals the Reduced Amount)
and shall advise the Company in writing of his or her election within 10 days of
receipt of notice. If no such election is made by the Participant within such
10-day period, then the Company may elect which and how much of the Payments
shall be eliminated or reduced (as long as after such election the aggregate
present value of the Payments equals the Reduced Amount) and shall notify the
Participant promptly of such election. For purposes of this Article 12, present
value shall be determined in accordance with section 280G(d)(4) of the Code. All
determinations made by the Auditors under this Article 12 shall be binding upon
the Company and the Participant and shall be made within 60 days of the date
when a payment becomes payable or transferable. As promptly as practicable
following such determination and the elections hereunder, the Company shall pay
or transfer to or for the benefit of the Participant such amounts as are then
due to him or her under the Plan and shall promptly pay or transfer to or for
the benefit of the Participant in the future such amounts as become due to him
or her under the Plan.

          12.3  Overpayments and Underpayments.  As a result of uncertainty in
                ------------------------------
the application of section 280G of the Code at the time of an initial
determination by the Auditors hereunder, it is possible that Payments will have
been made by the Company which should not have been made (an "Overpayment") or
that additional Payments which will not have been made by the Company could have
been made (an "Underpayment"), consistent in each case with the calculation of
the Reduced Amount hereunder. In the event that the Auditors, based upon the
assertion of a deficiency by the Internal Revenue Service against the Company or
the Participant which the

                                      -9-
<PAGE>

Auditors believe has a high probability of success, determine that an
Overpayment has been made, such Overpayment shall be treated for all purposes as
a loan to the Participant which he or she shall repay to the Company, together
with interest at the applicable federal rate provided in section 7872(f)(2) of
the Code; provided, however, that no amount shall be payable by the Participant
to the Company if and to the extent that such payment would not reduce the
amount which is subject to taxation under section 4999 of the Code. In the event
that the Auditors determine that an Underpayment has occurred, such Underpayment
shall promptly be paid or transferred by the Company to or for the benefit of
the Participant, together with interest at the applicable federal rate provided
in section 7872(f)(2) of the Code.

          12.4  Related.  For purposes of this Article 12, the term "Company"
                -------
shall include affiliated corporations to the extent determined by the Auditors
in accordance with section 280G(d)(5) of the Code.

     ARTICLE 13.   WITHHOLDING TAXES
     -----------   -----------------

          13.1  General.  To the extent required by applicable federal, state,
                -------
local or foreign law, a Participant or his or her successor shall make
arrangements satisfactory to the Company for the satisfaction of any withholding
tax obligations that arise in connection with the Plan. The Company shall not be
required to issue any Shares or make any cash payment under the Plan until such
obligations are satisfied.

          13.2  Share Withholding.  The Committee may permit a Participant to
                -----------------
satisfy all or part of his or her withholding or income tax obligations by
having the Company withhold all or a portion of any Shares that otherwise would
be issued to him or her or by surrendering all or a portion of any Shares that
he or she previously acquired. Such Shares shall be valued at their Fair Market
Value on the date when taxes otherwise would be withheld in cash. Any payment of
taxes by assigning Shares to the Company may be subject to restrictions,
including any restrictions required by rules of the Securities and Exchange
Commission.

     ARTICLE 14.   ASSIGNMENT OR TRANSFER OF AWARDS
     -----------   --------------------------------

          14.1  General.  Except as provided in Article 14, Subsections (a) and
                -------
(b), below, and Section 14.2, an Award granted under the Plan shall not be
anticipated, assigned, attached, garnished, optioned, transferred or made
subject to any creditor's process, whether voluntarily, involuntarily or by
operation of law. An Option may be exercised during the lifetime of the Optionee
only by him or her or by his or her guardian or legal representative. Any act in
violation of this Article 14 shall be void.

                (a)  Each Participant shall designate a beneficiary or
beneficiaries to receive or exercise any outstanding Awards at the time of the
Participant's death. The designation shall be made on the form prescribed for
the purpose by the Company. In the event no beneficiary is designated by the
Participant or no designated beneficiary survives the Participant, any
outstanding Awards at the time of the Participant's death shall be transferred
by will or by the laws of descent and distribution.

                                      -10-
<PAGE>


                (b)  Rights under Awards may be assigned to an Alternate Payee
pursuant to a QDRO. The assignment of an Award to an Alternate Payee pursuant to
a QDRO shall not be treated as a new grant. The transfer of an ISO to an
Alternate Payee may, however, cause it to fail to qualify as an ISO. If an Award
is assigned to an Alternate Payee pursuant to a QDRO, the Alternate Payee
generally has the same rights as the grantee under the terms of the Plan, except
that (1) the Award shall be subject to the same vesting terms and exercise
period as if the Award were held by the grantee, (2) an Alternate Payee may not
transfer an Award and (3) and Alternate Payee is ineligible for re-load Options.
For purposes of the Subsection (b), the word "QDRO" means a court order (1) that
recognizes the right of the spouse, former spouse or child (an "Alternate
Payee") of an individual who is granted an Award to an interest in such Award
relating to marital property rights or support obligations and (2) that the
Committee determines to be a "qualified domestic relations order," as that term
is defined in section 414(p) of the Code, but for the fact that the Plan is not
a plan described in section 3(3) of the Employee Retirement Income Security Act
of 1974.

          14.2  Trusts.  Neither this Article 14 nor any other provision of the
                ------
Plan shall preclude a Participant from transferring or assigning Restricted
Shares or Stock Units to (a) the trustee of a trust that is revocable by such
Participant alone, both at the time of the transfer or assignment and at all
times thereafter prior to such Participant's death, or (b) the trustee of any
other trust to the extent approved in advance by the Committee in writing. A
transfer or assignment of Restricted Shares or Stock Units from such trustee to
any person other than such Participant shall be permitted only to the extent
approved in advance by the Committee in writing, and Restricted Shares or Stock
Units held by such trustee shall be subject to all of the conditions and
restrictions set forth in the Plan and in the applicable Stock Award Agreement,
as if such trustee were a party to such Agreement.

     ARTICLE 15.  FUTURE OF THE PLAN
     -----------  ------------------

          15.1  Term of the Plan.  The Plan, as set forth herein, shall become
                ----------------
effective on the date of its adoption by the Board of Directors; provided,
however, it is approved by the Company's shareholders within 12 months before or
after the date of adoption. In the event the Company's shareholders fail to
approve the Plan within 12 months after its adoption by the Board of Directors,
any Options granted under the Plan shall be null and void, shares received upon
the exercise of such Options shall not be counted in determining whether
shareholder approval has been obtained, and no additional Option grants shall be
made. The Plan shall terminate automatically ten (10) years after its adoption
by the Board of Directors and may be terminated on any earlier date pursuant to
Section 15.2. No ISOs shall be granted after May 31, 2005.

          15.2  Amendment or Termination.  The Board of Directors may, at any
                ------------------------
time and for any reason, amend or terminate the Plan. An amendment of the Plan
shall be subject to the approval of the Company's shareholders only to the
extent that the amendment materially increases the benefits available under the
plan, or as required by applicable laws, regulations or rules. No Awards shall
be granted under the Plan after the termination thereof. The termination of the
Plan, or any amendment thereof, shall not affect any Award previously granted
under the Plan.

                                      -11-
<PAGE>

                             AMENDMENT NO. 1 TO THE
                               ETEC SYSTEMS, INC.
                          1995 OMNIBUS INCENTIVE PLAN

     ETEC SYSTEMS, INC., having established the Etec Systems, Inc. 1995 Omnibus
Incentive Plan (the "Plan"), hereby amends the Plan, effective as of March 29,
2000 as follows:

          1.   Article 15 of the Plan is hereby amended in its entirety as
follows:

               ARTICLE 15.  TERM OF THE PLAN.  In connection with the merger
               -----------------------------
     (the "Merger") of Etec Systems, Inc. ("Etec") and Boston Acquisition Sub,
     Inc. ("Boston"), a Nevada corporation and a wholly-owned subsidiary of
     Applied Materials, Inc. ("AMAT"), Options previously granted to Optionees
     under the Plan that remain outstanding as of March 29, 2000 (the
     "Outstanding Options"), have been modified pursuant to the Agreement and
     Plan of Reorganization and Merger dated as of January 12, 2000 (the "Merger
     Agreement"), among Etec, Boston and AMAT, so as to be exercisable only into
     shares of common stock of AMAT, par value $0.01 per share (the "Stock"),
     all as set forth in the Merger Agreement and subject to its terms and
     conditions.  Effective as of March 29, 2000, except with respect to the
     Outstanding Options, the Plan is terminated.  Accordingly no Shares remain
     available for future grant under the Plan, other than pursuant to the
     Outstanding Options.

          2.   Section 2.6 of the Plan is amended in its entirety as follows:

               2.6  "Committee" shall mean the Stock Option and Compensation
                     ---------
     Committee of the Board of Directors of AMAT.

          3.   Section 2.21 of the Plan is amended in its entirety as follows:

               2.21 "Share" means one share of the common stock
                     -----
     of Applied Materials, Inc., a Delaware company.

          4.   Section 3.1 is hereby amended in its entirety to read as follows:

               3.1  Committee.  The Plan shall be administered by the Stock
                    ---------
     Option and Compensation Committee of the Board of Directors of AMAT. As
     used throughout this Plan, the "Board" and "Committee" shall mean the Stock
     Option and Compensation Committee of the Board of Directors of AMAT.

          5.   Article 4 is hereby amended in its entirety to read as follows:

               ARTICLE 4.  STOCK SUBJECT TO PLAN. AMAT has reserved such number
               ---------------------------------
     of Shares as are necessary to satisfy the Outstanding Options.

          6.   Article 5 is hereby amended in its entirety to read as follows:

               ARTICLE 5.  NO FURTHER AWARDS.  Effective March 29, 2000, except
               -----------------------------
     with respect to the Outstanding Options, the Plan is terminated.
     Accordingly, no

                                      -12-


<PAGE>

     further Options or other Awards shall be granted under the Plan. Optionees
     holding Outstanding Options may continue to exercise such Outstanding
     Options in accordance with their terms, subject to the terms and conditions
     of the Merger Agreement.

          7.   Section 13 is hereby amended by changing its title to "Execution
     and Termination" and by adding the following sentence to the end thereto to
     read as follows:

          Except with respect to the Outstanding Options, the Plan shall
     terminate effective as of March 29, 2000.

     IN WITNESS WHEREOF, Etec Systems, Inc., by the officer identified below,
who has been duly authorized by the Board of Directors of the Company, has
executed this Amendment No. 1 on the date indicated below.

                                                   ETEC SYSTEMS, INC.

                                                   By:_______________________


                                                   Title:____________________

                                                   Date:_____________________

                                     -13-