Exhibit
10.24  CYMER, INC.  EXECUTIVE
OPTION, BONUS AND GROUP
HEALTH COVERAGE EXTENSION PROGRAM  SECTION 1.PURPOSE  This Executive Option,
Bonus and Group Health Coverage Extension Program (the Program) is designed
to provide Eligible Executives (as defined herein) with certain benefits (as
described herein) as of the time at which such Eligible Executive retires and
ceases to serve the Company (as defined herein) on a Full-Time (as defined
herein) basis on the terms and conditions set forth herein.  SECTION 2.EFFECTIVE DATE  This Program was adopted by the Board of Directors of the Company on August 22,
2001 originally effective as of December 1, 2001, and most recently
amended and restated as of November 14, 2007.  SECTION 3.DEFINITIONS  (a)CAUSEmeans,
with respect to a particular Eligible Executive, the occurrence of any of the following: (i) such Eligible Executives
conviction of any felony or any crime involving fraud or dishonesty which has a
material adverse effect on the Company and/or its affiliates; (ii) such
Eligible Executives participation (whether by affirmative act or omission) in
a fraud, act of dishonesty or other act of misconduct against the Company
and/or its affiliates; (iii) conduct by such Eligible Executive which,
based upon a good faith and reasonable factual investigation, demonstrates such
Eligible Executives gross unfitness to serve; (iv) such Eligible
Executives violation of any fiduciary duty or duty of loyalty owed to the
Company and/or its affiliates; (v) such Eligible Executives breach of any
material term of any material contract between such Eligible Executive and the
Company and/or its affiliates which has a material adverse effect on the
Company and/or its affiliates; (vi) such Eligible Executives repeated
violation of any material Company policy which has a material adverse effect on
the Company and/or its affiliates; (vii) the Eligible Executives
violation of state or federal law in connection with the performance of the
Eligible Executives job which has a material adverse effect on the Company
and/or its affiliates; (viii) such Eligible Executives death or
Disability; or (ix) such Eligible Executives repeated neglect of
duties or substandard performance that is not cured within fifteen (15) days
following notice of such neglect or deficient performance.  The
determination that a termination is for Cause shall be by the Committee, as
applicable, in its sole and exclusive judgment and discretion.  (b)COMMITTEEmeans the Committee established by the
Companys Board of Directors (and any delegatee(s) of such Committee) to
administer this Program in accordance with its terms.  1


(c)COMPANYmeans Cymer, Inc., and any
successor entity following a merger, reverse merger, the sale of all or
substantially all of the assets, or similar transaction with respect to Cymer, Inc.  (d)DISABILITYmeans the Executive is prevented from
performing his duties to the Company by reason of any physical or mental
incapacity that results in Executives satisfaction of all requirements
necessary to receive benefits under the Companys long-term disability plan due
to a total disability.  (e)ELIGIBLE EXECUTIVEmeans any Executive or former Executive
who the Committee determines, in its sole and exclusive discretion, satisfies
each of the following conditions as of the Separation Date:  (i)is in good standing with the Company,  (ii)the Company does not have grounds to terminate the
Executive for Cause,  (iii)voluntarily retires from employment with the Company,  (iv)either (A) voluntarily relinquishes all options
that are unvested and unexercised as of the Separation Date and any other
unvested equity awards for which the shares subject to such awards have not yet
been issued as of the Separation Date which were granted to such Executive
within the one-year period prior to such voluntary retirement, or B) has an
individual employment agreement with the Company that otherwise provides for
full acceleration of vesting of Executives unvested equity awards as of the
Separation Date.  (v)satisfies either of the following service conditions:  (A)Ten (10) consecutive Years of
Service on a Full-Time basis (at least five (5) of which were as an
Executive) and the attainment of age fifty-five (55); or  (B)Fifteen (15) consecutive Years of Service
on a Full-Time basis (at least five (5) of which were as an Executive) and
the attainment of age fifty (50).  (f)EXECUTIVEmeans an Officer, the Chief Technical
Officer, the Chief Technical Advisor or the Chief Intellectual Property Counsel
of the Company.  (g)FULL-TIMEmeans, with respect to a particular
Eligible Executive, he or she is scheduled to work forty (40) or more hours per
week, or such hours as required by a Committee-approved succession plan as
described in subsection 4(a) herein.  (h)GROUP HEALTH PLANmeans a plan offered by the Company that
provides medical, dental and/or vision coverage to the Companys employees, but
does not include an Internal Revenue Code Section 125 health care
reimbursement plan.  (i)HEALTH BENEFIT PERIOD
means the twelve (12) month period following the Eligible Executives
Separation Date.  2


(j)OFFICERmeans, with respect to the Company, a
person who is an officer within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.  (k)PARTICIPANTmeans an Eligible Executive who has
fulfilled the requirements of Section 4 herein.  (l)SEPARATION
DATEmeans the effective date of the Eligible Executives retirement from
Full-Time status with the Company; provided that such retirement also qualifies
as a separation from service for purposes of Section 409A(a)(2)(A)(i) of
the Internal Revenue Code and the regulations and other guidance thereunder.  (m)SERVICE DATEmeans the Eligible Executives first date of employment with the
Company.  (n)YEAR OF SERVICEmeans a full year (i.e., a period of
twelve complete months) of service completed by an Eligible Executive, and Years
of Service means, with respect to such Eligible Executive, the number of Years
of Service measured from such Eligible Executives Service Date to such
Eligible Executives Separation Date, but excluding any monthly period during
which Executive is not employed by the Company.  SECTION 4.DEPARTURE AND ENTITLEMENT REQUIREMENTS.  As a
condition to becoming a Participant and receiving any of the benefits pursuant
to this Program, the Eligible Executive must satisfy each of the following:  (a)Successfully complete an approved succession planning
process (the exact length and satisfaction of which shall be determined by the
Committee in its sole and exclusive discretion) prior to such Eligible
Executives Separation Date to ensure a smooth transition following such
Eligible Executives retirement from the Company;  (b)Within the time period set forth therein, but in no
event later than forty-five (45) days following termination of employment, the
Eligible Executive must provide the Company with a Release and Waiver of Claims
(in the form attached hereto as Exhibit A (the Release and Waiver) or
such other form of Release and Waiver as may be required by the Company), and
such Release and Waiver must become effective in accordance with its terms; and  (c)On or before such Eligible Executives Separation
Date, enter into a Consulting Agreement with the Company (in the form attached
hereto as Exhibit B, as amended by the Company from time to time), a copy
of which shall be provided to Eligible Executives upon the distribution of this
Program.  SECTION 5.PARTICIPATION AND BENEFITS.  An Eligible Executive who timely signs and returns an executed
Consulting Agreement and an effective Release and Waiver as described in Section 4
shall become a Participant as of the later of the effective date of the
Consulting Agreement and the Release and Waiver, and, subject to the terms and
conditions of the Consulting Agreement, shall be entitled to the following:  3


(a)Service as a consultant to the Company for a term of
four (4) years from the Separation Date;  (b)Remuneration in the amount of one thousand dollars
($1,000.00) per month during the term of the Consulting Agreement, which
amounts shall accrue and be paid on a monthly basis within thirty (30) days of
the Companys receipt of the monthly invoice for such consulting services;
provided, however, that no payments of such remuneration shall be made any
earlier than six (6) months after the Separation Date to the extent
necessary to satisfy the distribution requirements of Internal Revenue Code Section 409A(a)(2)(B);  (c)Continued vesting of stock options and other equity
awards during the term of the Consulting Agreement pursuant to the terms and
conditions of the applicable Company stock option plan and stock option
agreement (not including the stock options and other equity awards voluntarily
relinquished as a condition to receiving benefits under this Program, if applicable);  (d)An extension of the period in which such Participant
or, in the event of such Participants death, such Participants beneficiary or
beneficiaries may exercise such Participants options following such
Participants termination of service with the Company to a date that is the
earlier of: (i) ninety (90) days from end of the term of the Consulting
Agreement, or (ii) the expiration of the maximum term of the option;  (e)Continued availability of the AYCO Company for
financial services at Consultants own expense; and  (f)Continue vesting during the term of the
Consulting Agreement of eligible bonus under the Executive 3-Year Cash Bonus
Program, Long-Term Incentive Bonus Plan and any successor plan to such plans;
and  (g)The Company will pay the premiums for coverage
under the Companys Group Health Plan(s) for the Participant, Participants
spouse, and Participants eligible dependent children during the Health Benefit
Period.  As a condition to the benefits
provided herein, the Participant must waive (and not revoke such waiver) any
and all rights under Title X of the Consolidated Omnibus Budget Reconciliation
Act (COBRA) of 1985 and Section 4980B of the Internal Revenue Code of
1986.  The Participant, Participants
spouse, and Participants dependent children, acknowledge and agree that by
accepting the Group Health Plan premium payments provided by the Company during
the Health Benefit Period they are waiving such COBRA rights.  Following the Health Benefit Period, the
Participant, Participants spouse, and Participants eligible dependent
children, may participate in the Companys Group Health Plan by paying for such
coverage at the Companys Group Health Plan retirement group rate in effect at
the time such payment is due, until the earlier of: (1) the date the
Participant or the Participants spouse reaches age sixty-five (65) or becomes
entitled to Medicare coverage (Part A or Part B), (2) the
Participant, Participants spouse, or Participants dependent children cease to
pay their applicable premiums for coverage under the applicable Group Health
Plan, or (3) the Participant, Participants spouse, or Participants
dependent children, as applicable, otherwise cease to satisfy the eligibility
requirements of the applicable Group Health Plan.  4


Notwithstanding the foregoing, following the Health Benefit Period the
Company shall have no obligation to permit the Participant, the Participants
spouse, or the Participants eligible dependent children, to participate in the
Companys Group Health Plan at the Companys retirement group rate, if such
Participant,  Participants spouse, or
Participants eligible dependent children, otherwise become eligible for
coverage under another health plan. The Company shall have no obligation to
continue the Participants, the Participants spouse, or the Participants
eligible dependent children coverage if the Company ceases to sponsor a Group
Health Plan.  The Company agrees that, in the event of the death of the Participant
during the term of the agreement, the Participants surviving spouse and the
Participants eligible dependent children covered under the Companys Plan at
the time of the Participants death, shall be eligible to participate in the
Companys Group Health Plan until they cease to be eligible to participate in
the Companys Group Health Plan as described in this Section.No further provisions in this agreement are made
available to a Participants surviving spouse or the Participants dependent
children.  (h)Notwithstanding the foregoing,
to the extent that there is any conflict between the termsset forth in this Program and the terms
of the Consulting Agreement attached hereto (or as amended by the Company from
time to time), the terms of the Consulting Agreement shall control.  (i)Notwithstanding anything to the contrary set forth
herein, if the Eligible Executive is entitled to a greater benefit under any
individual employment agreement than a benefit provided under this Program, the
Eligible Executive will receive the greater benefit provided under such
individual employment agreement in lieu of the lesser benefit provided under
this Program, as well as any additional benefits provided under this Program
not included in such individual employment agreement.  SECTION 6.COMMITTEE  The Committee is
empowered to construe and interpret the provisions of the Program and to decide
all questions of eligibility for benefits under this Program and shall make all
determinations, interpretations and decisions with respect to this Program and
the benefits provided hereunder in its sole and absolute discretion which shall
be conclusive and binding upon all persons. 
The Committee may at any time delegate to any other named person or
body, or reassume therefrom, any of its responsibilities or administrative
duties with respect to this Program.  SECTION 7.AMENDMENT  Except as otherwise
provided in this Section 7, the Company reserves the right to amend this
Program at any time and from time to time. 
Any modification or other amendment of this Program shall be only in
writing and signed by the Chief Executive Officer of the Company.  No such amendment of the Plan shall impair
the rights of an Executive or former Executive who has fulfilled the age and
service requirements of either subsection 3(e)(i) or 3(e)(ii) herein
unless (i) the Company requests the consent of such person and (ii) such
person consents in writing.  5


EXHIBIT A  RELEASE
AND WAIVER OF CLAIMS  In consideration of the payments and other benefits set forth in the
Executive Option, Bonus and Group Health Coverage Extension Program, to which
this Release and Waiver is attached, I, [EXECUTIVE], hereby furnish CYMER, INC. (the Company), with the following release and
waiver (Release and Waiver).  In consideration for the benefits and other consideration provided
under the Executive Option, Bonus and Group Health Coverage Extension Program,
I hereby release the Company and its directors, officers, employees,
shareholders, agents, attorneys, predecessors, successors, affiliates, and
assigns from any and all claims, liabilities, or obligations, whether they are
known or unknown to me, arising out of, or in any way related to, events, acts,
conduct, or omissions that occurred prior to or on the date I sign this Release
and Waiver.  This general release
includes, but is not limited to: (1) all claims directly or indirectly
arising out of or in any way connected with my employment with the Company or
the termination of that employment; (2) all claims related to my
compensation or benefits from the Company including salary, bonuses,
commissions, vacation pay, expense reimbursements, severance pay, fringe
benefits, stock, stock options or any other ownership interests in the Company;
(3) all contractual claims, including claims for breach of contract,
wrongful termination, or breach of the covenant of good faith and fair dealing;
(4) all tort claims, including claims for fraud, defamation, and emotional
distress; and (5) all federal, state, and local statutory claims including
claims for discrimination, harassment, or other claims arising under the
federal Civil Rights Act of 1964, as amended, the federal Americans with
Disabilities Act of 1990, the federal Age Discrimination in Employment Act of
1967, as amended (ADEA), the California Fair Employment and Housing Act, and
the California Labor Code.  I also acknowledge that I have read and understand Section 1542 of
the California Civil Code which reads as follows:  A general release does not
extend to claims which the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor.I hereby expressly waive and relinquish all rights and
benefits under that section and any law of any jurisdiction of similar effect
with respect to any claims I may have against the Company.  I acknowledge that, among other rights, I am waiving and releasing any
rights I may have under ADA and Title X of
the Consolidated Omnibus Budget Reconciliation Act (COBRA) of 1985 and Section 4980B
of the Internal Revenue Code of 1986 relating to continuation coverage and
conversion rights, that this Release and Waiver is knowing and
voluntary, and that the consideration given for this Release and Waiver is in
addition to anything of value to which I was already entitled as an executive
of the Company.  I further acknowledge
that I have been advised, as required by the Older Workers Benefit Protection
Act, that: (a) the release and waiver granted herein does not relate to
claims under the ADEA which may arise after this Release and Waiver is
executed; (b) I should consult with an attorney prior to executing this
Release and Waiver; (c) I have twenty-one (21) days in which to consider
this Release and Waiver (although I may choose voluntarily to execute this
Release and Waiver earlier); (d) I have seven (7) days following the
execution of this Release and Waiver to revoke my consent to this Release and
Waiver; and (e) this Release and Waiver shall not be effective until the
seven (7) day revocation period has expired unexercised.  Date:
  
  
  By:[EXECUTIVE]


EXHIBIT B  CONSULTING
AGREEMENT  This Consulting
Agreement is entered into between
                      (the
Consultant and CYMER, INC.(the Company)
effective                          .  WITNESSETH  WHEREAS, Consultant retired from his position of
                                        
with the Company effective                     
and Consultants last day of employment with the Company will be
                                
(the Separation Date);  WHEREAS, the Company believes Consultant
possesses significant skills and knowledge in Consultants area of expertise of
[                            ]
and can provide valuable consulting services to the Company and Consultant
wishes to provide such services to the Company;  WHEREAS, the Company and Consultant have agreed
that Consultant will provide consulting services as provided herein, pursuant
to the terms and conditions herein;  NOW,
THEREFORE, in
consideration of the mutual covenants and agreements set forth herein, the
parties agree as follows:  1.CONSULTING ENGAGEMENT.  1.1Engagement of Services.Consultant is
hereby engaged by the Company in the capacity of Consultant to the President of
the Company for a period of four years from the Separation Date or until such
earlier date as this Agreement is terminated pursuant to Section 4 below.
(Consulting Engagement).  During the
Consulting Engagement, Consultant shall render such services in connection with
the business of the Company as may reasonably be requested from time to time by
the President of the Company or his designee, and Consultant shall utilize his
best efforts, skills and talents in the performance of those services.  Consultant shall be available to perform such
services, at such times and locations as shall be mutually convenient to Consultant and the Company.  1.2Prohibition Against Use Or Disclosure Of Proprietary And Confidential
Information.Consultant acknowledges and agrees to abide by his continuing obligations under
the Proprietary Agreement he signed with the Company on
                    
(Proprietary Agreement), a copy of which is attached hereto as Exhibit A.  In addition,Consultant
agrees as a condition of this Agreement to execute and comply with the
Consultant Non-Disclosure Agreement (Consultant Non-disclosure Agreement), a
copy of which is attached hereto as Exhibit B.  1.3Limitations On Other Activities.During the Consulting Engagement, Consultant will not
directly or indirectly (whether for compensation or without compensation), as
an individual proprietor, partner, stockholder, officer, Consultant,
consultant, director, joint  1


venturer, investor,
lender, or in any other capacity whatsoever (other than as the holder of not
more than one percent (1%) of the total outstanding stock of a publicly held
company), engage in any business activity that is competitive with the business
of the Company, (Competitive Activity). For purposes of the Agreement, Competitive
Activity shall be defined as obtaining employment, performing work or
providing services to Komatsu, Lambda Physik, Ushio, SVGL, GigaPhoton, Applied
Materials, Nikon, Canon, or ASML (or any related corporation, partnership, or
other related entity).  These Competitive
Activities are in addition to the limitations on Consultants activities set
forth in his Consultant Non-Disclosure Agreement and they are considered by the
parties to constitute a reasonable restriction for the purpose of protecting
the business of the Company.  However, if
any such limitation is found by a court of competent jurisdiction to be
unenforceable because it extends for too long a period of time or over too
great a range of activities or in too broad a geographic area, it shall be
interpreted to extend only over the maximum period of time, range of activities
or geographic area as to which it may be enforceable.  2.COMPENSATION.  2.1As compensation for Consultants services as a
consultant hereunder for services rendered during the Consulting Engagement,
the Company shall pay Consultant a fee of one thousand dollars ($1,000.00) per
month, which amounts shall accrue and be paid on a monthly basis within thirty
(30) days of the Companys receipt of the monthly invoice for such consulting
services.  To be entitled to the
consulting fee, the Consultant must provide such monthly invoice within thirty
(30) days following the close of the month for which such consulting services
were rendered.  Notwithstanding the
foregoing, no consulting services payments shall be made any earlier than six (6) months
after the Separation Date to the extent necessary to satisfy the distribution
requirements of Internal Revenue Code Section 409A(a)(2)(B).  2.2In addition to such compensation, the Company will
reimburse Consultant for travel and other out-of-pocket costs reasonably
incurred by him in the course of performing services under this Agreement; provided, however, that the Company shall not be obligated
hereunder unless (i) the Company has agreed in advance to reimburse such
costs, and (ii) Consultant provides the Company with appropriate receipts
or other relevant documentation for all such costs as part of any submission by
him for reimbursement.  2.3Consultant acknowledges and agrees that he is not
entitled to and will not receive any fees or other items of value in connection
with either his Consulting Engagement or any of his other obligations under Section 1
of this Agreement, except as expressly set forth above.  3.BENEFITS.  3.1Provided Consultant satisfies the eligibility criteria
stated in Section 4 of the Executive Option, Bonus and Group Health Coverage
Extension Program (the Program), Consultant will be entitled to the benefits
stated in Section 5 of the Program.  4.RIGHT TO TERMINATE.The Company has the right to terminate this Agreement only upon written
notice to Consultant in the event that (a) Consultant breaches any of his
continuing obligations under the Proprietary Agreement he signed
on                      ;
(b) Consultant  2


commences a Competitive
Activity in violation of Section 1.3 of this Agreement, (c) Consultants
death, or (d) Consultant becomes disabled during the Consulting Engagement
with a disability that prevents Consultant from performing his obligations
hereunder for a period of greater than twelve (12) months. Consultant may
terminate this Agreement upon thirty (30) days written notice to Company.  5.INDEPENDENT CONTRACTOR STATUS.  5.1Independent Contractor Status.It is
understood and agreed that Consultant is an independent contractor and not an
Consultant, agent, joint venturer or partner of the Company, and Consultant
agrees not to hold himself out as, or give any person reason to believe that he
is, a Consultant, agent, joint venturer or partner of the Company.  5.2Consultants Responsibility for Tax Payments.As an independent contractor, Consultant is responsible for paying all
required state and federal taxes and insurance. 
In particular, the Company will not withhold FICA (Medicare and Social
Security) from Consultants payments, make state or federal unemployment
insurance contributions on behalf of Consultant, withhold state and federal
income tax from Consultants payments, make disability insurance contributions
on behalf of Consultant, or obtain workers compensation insurance on behalf of
Consultant.  Consultant will indemnify
the Company against any liability for any of the payments or withholdings
described in this Section 5.2.  5.3Office Space; Support Services.The Company
shall provide Consultant with office space and secretarial support if and when
Consultant is performing services under this Agreement on the Companys
premises, should he desire to utilize them.  6.MISCELLANEOUS.  6.1Confidentiality.Consultant shall hold the
provisions of this Agreement in strictest confidence and not publicize or
disclose them in any manner whatsoever; provided, however,
that Consultant may disclose this Agreement to his immediate family, attorneys,
accountants, tax preparers and financial advisers, provided the person to whom
he intends to make such disclosure first agrees to be bound by this provision,
and he may also disclose this Agreement insofar as such disclosure is required
by law.  6.2Binding Effect; Non-Assignability.The rights and
obligations of the parties hereto shall bind and inure to the benefit of their
respective successors, assigns, heirs, executors and administrators, as the
case may be; provided that, as the Company has
specifically contracted for Consultants services, Consultant may not assign or
delegate his consulting obligations under this Agreement either in whole or in
part without the prior express written consent of an authorized officer of the
Company.  6.3Complete Understanding; Modification.Effective the
date first stated above, Consultants Employment Agreement with the Company is
no longer of any force or effect.  This
Agreement, including Exhibits A and B, constitutes the complete, final and
exclusive embodiment of the entire agreement between the parties hereto with
respect to the subject matter hereof. 
This Agreement is entered into without reliance on any promise or
representation, written or oral, other than those expressly contained herein,
and it supersedes any other such promises and representations.  Any modification or amendment of this
Agreement shall be effective only if in writing and signed by Consultant and an
authorized officer of the Company.  3


IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first written above.   [CONSULTANT NAME]
  
  CYMER, INC.Date Signed:
  
  
  
  Dated Signed:  4


EXHIBIT A  PROPRIETARY AGREEMENT


EXHIBIT B  CONSULTANT NON-DISCLOSURE
AGREEMENT