Exhibit 10.21  Cymer, Inc. Long-Term Incentive Bonus Program Summary Description  Establishment:The Compensation Committee of Cymers Board
of Directors adopted the Long-Term Incentive Bonus Program on October 16,
2007(LTIP)
effective January 1, 2008.  Eligibility:Director-level
employees and Director-equivalent Individual Contributor employees and above
that are employed by Cymer or its subsidiaries are eligible to participate in
the LTIP.  New
Hires, Promotions and Eligibility:Eligible employees first hired or promoted to
an eligible position after January 1st of a fiscal year and on or prior to
September 30th of such fiscal year will not be eligible to
receive a Stock Option under the LTIP for that fiscal year, but such eligible
employees will be eligible to receive a pro-rated target PRSU award under the
LTIP for that fiscal year.  The PRSU
award target amount for such newly eligible employees will be prorated based on
the number of days such person is eligible to participate in the LTIP during such
fiscal year in relation to the total number of days in the fiscal year.  The proration factor will be determined by
dividing the number of days during the fiscal year that such person was
eligible to participate in the LTIP by 365 days.  Those employees first hired or promoted to an
eligible position on or after October 1st of a fiscal year will
not be eligible to receive any Stock Option or PRSU award under the LITP for
that fiscal year.  Bonus
Targets:Any potential
equity based bonuses paid under the LTIP will be calculated based on a target
dollar amount.  This target dollar amount
is divided into two (2) equity award components to be granted under Cymers
Amended And Restated 2005 Equity Incentive Plan or any successor equity
incentive plan (Incentive Plan): 50% in time-based vesting stock options (Stock
Options) and 50% in performance-based restricted stock units (PRSUs).  The Stock Options and PRSUs will be granted
on the first trading day of the applicable fiscal year.  The target amount opportunity is tied to the
position level held on the first trading day of the fiscal year and is
expressed as a dollar value (i.e.,
participants at the same position level are eligible to receive equity awards
based upon the same dollar opportunity).  Performance
Measures:The
number of shares subject to the granted PRSU awards that will vest and become
issuable to participants following the applicable 3-year performance period
that commences on the first trading day of the fiscal year that includes the
date of grant (the 3-year performance period) will be determined based on
Cymers relative performance compared to Cymers peer companies as listed on
the attached Appendix A (the peer companies) over the 3-year
performance period, and individual MBO achievement during the 3-year
performance period, such determination based on performance measures approved
by the Compensation Committee of Cymers Board of Directors as follows:  Financial
Performance Metrics: 
Cymers actual performance measured against two financial metrics:  ·Revenue Growth relative to peer companies:  60% weighting. Revenue
Growth is defined as the average 1-year growth for three (3) fiscal years
covered in the 3-year performance period. 
1-year growth is calculated as ending fiscal year total revenue divided
by prior fiscal year total revenue, minus one.  ·Net Income Growth relative to peer companies:  40% weighting. Net
Income Growth is defined as the average 1-year net income change as a percent
of revenue for the three (3) years covered in the 3-year performance
period.  One year change is calculated as
ending year net income minus prior year net income, divided by ending year
total revenue.  Note:  the net income change as a percent of revenue
calculation is used rather than true net income growth (ending year net income
divided by prior year net income, minus one) as many peer companies have
recently experienced net losses and net income growth cannot be calculated when
one year is a loss.  Individual
Performance Metrics: 
The number of shares subject to PRSUs that will vest and be issued will
be adjusted downward if the participants individual 3-year average MBO
achievement during the 3-year performance period is less than 100% of the
participants target MBOs.  For example,
if individual average MBO achievement over the 3-year performance period is 92%
of target (100%), the number of shares subject to PRSUs that will vest and be
issued on the payout date is reduced by 8%.


Calculation
of Benefits:  Award
Determination:  The actual award
earned is based on Cymers percentile rank of actual performance as measured
relative to peer companies for Revenue Growth (weighted 60%) and Net Income
Growth (weighted 40%):  Percent Rank vs. Peers
  
  Percent of Target 
  Award Earned<40th Percentile
  
  0
  %40th 50th Percentile
  
  50
  %50th 60th Percentile
  
  75
  %60th 70th Percentile
  
  100
  %70th 80th Percentile
  
  125
  %80th 90th Percentile
  
  150
  %Greater than 90th Percentile
  
  200
  %  Performance Adjustments:  Adjustments will be made to the
target bonus based upon actual achievement of the established performance
metrics.  All determinations of financial
and individual MBO metric performance are subject to approval by executive
management and/or the Compensation Committee of Cymers Board of Directors:  ·Target Revenue Growth Adjustments:  ·no bonus awarded for relative performance
to peer companies below 40th percentile ranking (refer to chart
above),  ·above-plan performance multiplier will be
applied only to the PRSU portion of the target revenue growth component bonus
amounts when Cymers performance is greater than 90th percentile
ranking (refer to chart above) against peer companies.  ·Target Net Income Growth Adjustments:  ·no bonus awarded for performance below 40th
percentile ranking (refer to chart above),  ·above-plan performance multiplier will be
applied only to the PRSU portion of the target revenue growth component bonus
amounts when Cymers performance is greater than 90th percentile
ranking (refer to chart above) against peer companies.  ·Target Individual MBO Adjustments:  ·no bonus amount awarded to a participant
whose individual 3-year average MBO performance is below 60% of the 3-year
average MBO target, regardless of Cymers financial performance,  ·PRSUs will be adjusted downward based on
the individuals 3-year average MBO achievement if 3-year average MBO
achievement is below 100%.  Vesting/Performance
Period:The Stock Option portion of the LTIP bonus
will be granted on the first trading day of the applicable fiscal year and will
vest over a four year period commencing on the grant date (25% of the shares
vest on the 1-year anniversary of the grant date, and the balance of the shares
vest monthly thereafter over the remaining 3-years subject to the participants
continued service with Cymer through the applicable vesting dates).  The PRSU portion
of the LTIP bonus will be granted on the first trading day of the applicable
fiscal year.  The PRSU shares will vest
and be issued, if at all, following the end of the 3-year performance
period.  The number of PRSU shares that
vest and will be issued to the participant, if any, will be contingent upon the
level of achievement of the performance measures as determined by the
Compensation Committee following the end of the 3-year performance period.  The PRSU shares that vest upon achievement of
the performance measures, as determined by the Compensation Committee, will be
issued during the first calendar year that follows the 3-year performance period,
but no later than 30 days following the completion and certification of
financial statements for the 3-year performance period.  A participant
must be employed on the last day of the 3-year performance period in order to
be eligible for any shares subject to the PRSU award to vest and become
issuable to the participant.


Terms of
Stock Options:Stock
options will be granted in accordance with the terms of Cymers Incentive Plan
and the applicable from of stock option agreement for the Incentive Plan.  Participants will receive a prospectus
describing the terms of the Stock Options according to the Incentive Plan.  The exercise price of the Stock Options will
be the fair market value of Cymers common stock on the date of grant, the
first trading day of the applicable fiscal year.  Terms of
PRSUs:The PRSUs will be
granted in accordance with the terms of Cymers Incentive Plan and the
applicable form of stock unit agreement for the Incentive Plan.  Participants will receive a prospectus
describing the terms of the PRSUs according to the Incentive Plan.  Approval
and Process:Revenue growth and net income growth
performance will be calculated and verified by Finance and approved by the
Compensation Committee of Cymers Board of Directors for the performance
period.   All determinations of financial
and individual MBO metric performance are subject to approval by executive
management and/or the Compensation Committee of Cymers Board of
Directors.  The Compensation Committee
has the authority to alter any portion of the bonus payable to any individual
participant under the LTIP.  Annual
Maximum:The dollar value of the aggregate annual bonus awards
under the LTIP and the Short-Term Incentive Plan (STIP) may not exceed 15% of
Cymers adjusted EBITDA annually (earnings before interest, taxes, depreciation,
amortization and compensation expense attributable to stock options). If the
aggregate bonus amount under both plans exceeds the cap, the bonus pool will be
adjusted downward proportional to 15% of Cymers adjusted EBITDA for the year.  Disclaimer:Cymer reserves the right to modify the LTIP at any
time.Cymer also retains the right to award additional incentive compensation
outside the LTIP without regard to the minimum performance metrics or annual
maximum limits set forth in the LTIP.


APPENDIX A  List of Peer Companies(1)  Advanced Energy Industries, Inc. Asyst Technologies, Inc. Axcelis Technologies, Inc. Brooks Automation, Inc. (USA) Coherant FEI Company FLIR Systems, Inc. FormFactor, Inc. MKS Instruments, Inc. Newport Corporation Phototronics, Inc. Varian Semiconductor Veeco Instruments, Inc. Agilent Technologies Inc. Applied Materials, Inc. KLA-Tencor Corporation Lam Research Corporation Leap Wireless International, Inc. MEMC Electronic Materials, Inc. Microchip Technology, Inc. Novellus Systems, Inc.  
 (1) The
applicable list of peer companies will be reconfirmed by Cymer prior to the
beginning of each performance period, commencing with the 2009 performance
period.  If a company is acquired or is
no longer an operating entity as of the end of the performance period, the
company will be excluded from the peer list for that performance period.


APPENDIX B  Target Amounts for Fiscal Year 2008  The target amounts for fiscal year 2008 performance are as follows:  Participant Level
  
  
  Target LTI Award Value
  (1)
  
  Stock Options(2)
  
  PRSU Portion (shares)(2)Chief Executive Officer
  (3
  )
  $
  1,800,000
  
  69,345
  
  22,480Chief Operating Officer
  (3
  )
  $
  1,350,000
  
  52,005
  
  16,860Chief Financial Officer
  (3
  )
  $
  960,000
  
  36,975
  
  11,990Senior Vice Presidents
  (3
  )
  $
  525,000-350,000
  
  20,200-13,485
  
  6,560-4,370Vice Presidents and Fellows
  (employed in U.S.)
  (3
  )
  $
  200,000-$125,000
  
  7,710-4,815
  
  2,500-1,560Sr Dir, Dir, IC VI and IC V
  (employed in U.S.)
  (3
  )
  $
  60,000-$35,000
  
  2,310-1,350
  
  750-440Director 1, Director 2, Country
  Manager, Vice President 1
  (international employees)
  (3
  )
  $
  24,500-$17,500
  
  945-675
  
  310-220  
 (1)The target amounts for each participant level
represents the LTIP awards that will be made assuming that exactly 100% of the
financial and individual performance target metrics are met.  Please refer to the sections entitled Performance
Measures and Calculation of Benefits for a description of adjustments to be
made to the bonus targets depending upon actual performance.  (2)The number of Stock Options was calculated by dividing
the target dollar value applicable to the Stock Options by the Black-Scholes
value on December 14th, 2007, rounding such number to the
nearest 10 shares, and multiplying that result by 1.5.  The number of PRSUs was calculated by
dividing the target dollar value applicable to the PRSU portion of the award
and dividing by Cymers 60-day trading average stock price immediately
preceding December 14th, 2007, and rounding to the nearest
whole number of shares.  (3)Bonus amounts for above-plan performance are subject
to a 200% multiplier.