EXHIBIT 10.12.2 1998 SUPPLEMENTAL STOCK OPTION/STOCK ISSUANCE PLAN  (AMENDED AND RESTATED EFFECTIVE JANUARY 29, 2002)

ULTRATECH STEPPER, INC.  SUPPLEMENTAL STOCK OPTION/STOCK ISSUANCE PLAN

AS AMENDED AND RESTATED EFFECTIVE JANUARY 29, 2002

ARTICLE ONEGENERAL



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ARTICLE TWOOPTION GRANT PROGRAM



Options granted under the Plan shall be authorized by action of the Plan Administrator and shall be evidenced by one or more instruments in the form approved by
the Plan Administrator;provided,however, that each such instrument shall comply with the terms and conditions specified below. All such granted
options shall be Non-Statutory Options.



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The Plan Administrator shall have the authority to effect, at any time and from time to time, with the consent of the affected optionees, the cancellation of any
or all outstanding options under this Article Two and to grant in substitution new options under the Plan covering the same or different numbers of shares of Common Stock but with an option exercise
price per share not less than the Fair Market Value of the Common Stock on the new grant date.

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ARTICLE THREESTOCK ISSUANCE PROGRAM



Shares of Common Stock may be issued under the Stock Issuance Program through direct and immediate issuances without any intervening option grants. Each such
stock issuance shall be evidenced by a Stock Issuance Agreement which complies with the terms specified below. Shares of Common Stock may also be issued under the Stock Issuance Program pursuant to
share right awards which entitle the recipients to receive those shares upon the attainment of designated performance goals.



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Unvested shares may, in the Plan Administrator's discretion, be held in escrow by the Corporation until the Participant's interest in such shares vests or may be
issued directly to the Participant with restrictive legends on the certificates evidencing those unvested shares.

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ARTICLE FOURMISCELLANEOUS



The Board has complete and exclusive power and authority to amend or modify the Plan in any or all respects whatsoever. However, no such amendment or modification
shall adversely affect rights and obligations with respect to stock options or unvested stock issuances at the time outstanding under the Plan, unless the affected Optionees or Participants consent to
such amendment.



Any cash proceeds received by the Corporation from the sale of shares pursuant to option grants or direct stock issuances under the Plan shall be used for general
corporate purposes.



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The Corporation's obligation to deliver shares of Common Stock upon the exercise of stock options for such shares or the direct issuance or vesting of such shares
under the Plan shall be subject to the satisfaction of all applicable federal, state and local income and employment tax withholding requirements.



Neither the action of the Corporation in establishing the Plan, nor any action taken by the Plan Administrator hereunder, nor any provision of the Plan shall be
construed so as to grant any individual the right to remain in Service for any period of specific duration, and the Corporation (or any Parent or Subsidiary employing such individual) may terminate
such individual's Service at any time and for any reason, with or without cause.



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APPENDIX

The following definitions shall be in effect under the Plan:



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