**EXHIBIT 10.14**

** **

**ULTRATECH STEPPER**

**TERMINATION AGREEMENT AND**

**GENERAL RELEASE OF ALL CLAIMS**

 

1.               The intent of this Agreement and Releaseis to mutually, amicably and finally resolve and compromise all issues andclaims surrounding Ellery Buchanan employment by Ultratech Stepper (hereincalled the “Company”).  The execution ofthis Agreement shall not in any way be considered an admission of any liabilityon the part of the Company.

 

2.               In exchange for the Release describedbelow, the Company agrees to pay Ellery Buchanan: a) an additional thirty-seven(37) weeks of base salary (less appropriate payroll taxes) which is in effecton Monday, September 30, 2002 (base salary does not include any bonuses orother compensation), b) the Company will continue health benefits through theend of October 2002 and c) the Company will pay Ellery Buchanan $11,700 forbenefit continuation, if he so wishes.

 

3.               In consideration for the paymentdescribed in paragraph 2 above, Ellery Buchanan, his representatives,successors, and assigns do hereby completely release and forever discharge theCompany, its affiliated and subsidiary corporations, its shareholders,officers, and all other representatives, agents, directors, employees,successors, and assigns from all claims, rights, demands, actions, obligations,and causes of action of any and every kind of nature and character, known andunknown, which Ellery Buchanan may now have or has ever had against themarising from or in any way connected with the employment relationship betweenEllery Buchanan and the Company, and any action during the relationship or thetermination thereof, including but not limited to all “wrongful discharge”claims and all claims relating to any contracts of employment, expressed orimplied; any covenant of good faith and fair dealing, expressed or implied; anytort of any nature; any federal, state or municipal statute or ordinance; anyclaims under the California Fair Employment and Housing Act, Title VII of theCivil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, 42U.S.C. section 1981; and any other laws and regulations relating to employmentdiscrimination; and any and all claims for attorneys’ fees and costs.

 

4.               Ellery Buchanan has read Section 1542 ofthe Civil Code of the State of California which provides as follows:

 

A GENERALRELEASE DOES NOT EXTEND TO CLAIMS OF WHICH THE CREDITOR DOES NOT KNOW ORSUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXCUTING THE RELEASE, WHICH IFKNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

 

Ellery Buchanan understands that Section 1542 gives him the right notto release existing claims, of which he is not now aware, unless he voluntarilychooses to waive this right. Nevertheless, having been so appraised, he hereby voluntarily elects towaive and does waive the rights described in Section 1542, and elects to assumeall risks for claims that now exist in his favor, *known or unknown,*whenever**arisingfrom the subject of this Agreement.

 

5.               Ellery Buchanan acknowledges that theCompany advised him to consult with an attorney prior to signing the Release;advised him that he had twenty-one (21) days in which to consider whether heshould sign this Release; and advised him that if he signed this Release, hewould be given seven (7) days following the date in which he signed the Releaseto revoke it and that the Release would not be effective until after thisseven-day period has lapsed.

 

6.               This Release shall become effective onthe eighth (8th) day following the date in which it is signed byEllery Buchanan.  It is understood thatEllery Buchanan may revoke his approval of this Release in the seven-day periodfollowing the date in which he signs the Release.

 

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7.               This Agreement constitutes the entireunderstanding of the parties on the subjects covered.  Ellery Buchanan expressly warrants that he has read and fullyunderstands this Agreement; that he understands that he has had the opportunityto consult with legal counsel of his own choosing and to have the terms of theAgreement fully explained to him; that he is not executing this Release inreliance on any promises, representations, or inducements other than thosecontained herein; and that he is executing this Release voluntarily, free ofany duress or coercion.

 

 
| **/s/ Heidi M. Ordwein**          |   |      |                   |   |
|-----------------------------------|--------|-----------|------------------------|--------|
| **Heidi M. Ordwein**              |   | **Dated** | **September 30, 2003** |
| **Director, Employee  Relations** |   |      |                   |
|                              |   |      |                   |
|                              |   |      |                   |
| **/s/ Ellery Buchanan**           |   |      |                   |   |
| **Ellery Buchanan**               |   | **Dated** | **September 30, 2003** |

 

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