Exhibit
10.11  CYMER, INC. 2005 Equity Incentive Plan
STOCK UNIT GRANT NOTICE  Cymer, Inc. (the Company),
pursuant to Section 7(c) of its 2005 Equity Incentive Plan (the Plan), hereby awards to you as a
Participant under the Plan a Stock Unit for the number of shares of the Companys
Common Stock set forth below (the Award).  This Award is subject to all of the terms and
conditions as set forth herein and in (i) the applicable Stock Unit
Agreement, which is attached hereto and incorporated herein in its entirety,
and (ii) the Plan, which is available on the Companys Intranet under the
Human Resources section and is incorporated herein in its entirety.  Participant:Date of Grant:Number of Shares subject to Award:Consideration:
  Your Services to the Company  Vesting Schedule:               The
shares subject to this Award will vest in accordance with the following
schedule, provided that the
vesting will cease upon the termination of Participants Continuous Service:  of the total number
of shares will vest on the first  annual anniversary of the
Date of Grant; and  of the total number of shares will vest ̈ annually   ̈ 
monthly thereafter over the next years.  Additional Terms/Acknowledgements:You acknowledge receipt of, and understand
and agree to, this Stock Unit Grant Notice, the Stock Unit Agreement and the
Plan.  You also acknowledge receipt of
the 2005 Equity Incentive Plan Prospectus; provided, however,
that if you are an Employee, you acknowledge that the 2005 Equity Incentive
Plan Prospectus is available for your review on the Companys Intranet under
the Human Resources section and that you also may receive a paper version of
the 2005 Equity Incentive Plan Prospectus upon your request.  You further acknowledge that as of the Date
of Grant, this Stock Unit Grant Notice, the Stock Unit Agreement, and the Plan
set forth the entire understanding between you and the Company regarding the
acquisition of stock in the Company pursuant to this Award and supersede all
prior oral and written agreements on that subject with the exception of (i) Stock
Awards (as defined in the Plan) previously granted and delivered to you under
the Plan, and (ii) the following agreements only:  Other Agreements:


PARTICIPANT
  CYMER,
  INC.By:Signature
  
  
  SignatureName:
  
  
  Name:Print
  
  
  PrintDate:
  
  
  Title:Date:  ATTACHMENTS:Stock Unit Agreement


ATTACHMENT
I  STOCK
UNIT AGREEMENT


CYMER, INC. 2005 EQUITY INCENTIVE PLAN STOCK UNIT AGREEMENT  Pursuant to your Stock Unit
Grant Notice (Grant
Notice) and this Stock Unit Agreement (the Agreement), Cymer, Inc.
(the Company)
has granted you a Stock Unit under Section 7(c) of the Cymer, Inc.
2005 Equity Incentive Plan (the Plan) for the number of shares of the
Companys common stock (the Common Stock)
indicated in the Grant Notice (collectively, the Award). 
Defined terms not explicitly defined in this Agreement but defined in
the Plan or Grant Notice will have the same definitions as in the Plan.  The
details of your Award are as follows.  1.                 DISTRIBUTION OF SHARES OF COMMON STOCK.The Company
will deliver to you a number of shares of Common Stock equal to the number of
vested shares of Common Stock subject to your Award on the vesting date or
dates provided in your Grant Notice; provided, however, that in the event that
the Company determines that you are subject to its policy regarding insider
trading of the Companys stock and any shares of Common Stock subject to your
Award are scheduled to be delivered on a day (the Original Distribution Date)
that does not occur during an open window period applicable to you, as
determined by the Company in accordance with such policy, then such shares
shall not be delivered on such Original Distribution Date and shall instead be
delivered as soon as practicable within the next open window period
applicable to you pursuant to such policy; provided, however, that unless the
delay until the next open window period or the next day when you are not
prohibited from selling shares of the Companys stock in the public market
would not result in the imposition of any additional taxes under the Code
(including section 409A of the Code), the delivery of the shares shall not be
delayed pursuant to this provision beyond the later of: (a) December 31st
of the same calendar year of the Original Distribution Date, or (b) the
15th day of the third calendar month following the Original Distribution Date.  2.                 CONSIDERATION.The Common Stock delivered
to you pursuant to Section 1 of this Agreement shall be deemed paid, in
whole or in part, in consideration of your services to the Company in the
amounts and to the extent required by law.  3.                 VESTING.  Subject
to the limitations contained herein, your Award will vest as provided in the
Grant Notice, provided that vesting will cease upon the termination of your
Continuous Service.  4.                 NUMBER OF SHARES.  The number of shares of Common
Stock subject to your Award referenced in your Grant Notice may be adjusted
from time to time for Capitalization Adjustments as set forth in the Plan.  5.                 CONDITIONS TO ISSUANCE AND DELIVERY OF SHARES.            Notwithstanding
any other provision of this Agreement or the Plan, the Company will not be
obligated to issue or deliver any shares of Common Stock pursuant to this
Agreement (i) until all conditions to the Award have been satisfied or
removed, (ii) until, in the opinion of counsel to the Company, all


applicable Federal and
state laws and regulations have been complied with, (iii) if the
outstanding Common Stock is at the time listed on any stock exchange or
included for quotation on an inter-dealer system, until the shares to be
delivered have been listed or included or authorized to be listed or included
on such exchange or system upon official notice of notice of issuance, (iv) if
it might cause the Company to issue or sell more shares of Common Stock than
the Company is then legally entitled to issue or sell, and (v) until all
other legal matters in connection with the issuance and delivery of such shares
have been approved by counsel to the Company.  6.                 EXECUTION OF DOCUMENTS.  You hereby acknowledge and agree that the
manner selected by the Company by which you indicate your consent to your Grant
Notice is also deemed to be your execution of your Grant Notice and of this
Agreement.  You further agree that such
manner of indicating consent may be relied upon as your signature for
establishing your execution of any documents to be executed in the future in
connection with your Award. This Stock Unit Agreement shall be deemed to be
signed by the Company and you upon the respective signing by the Company and
you of the Stock Unit Grant Notice to which it is attached.  7.                 NON-TRANSFERABILITY.  Your Award is not transferable, except by
will or by the laws of descent and distribution.  Notwithstanding the foregoing, by delivering
written notice to the Company, in a form satisfactory to the Company, you may
designate a third party who, in the event of your death, will thereafter be
entitled to receive any distribution of Shares pursuant to Section 1 of
this Agreement.  8.                 AWARD NOT A SERVICE CONTRACT.  Your
Award is not an employment or service contract, and nothing in your Award will
be deemed to create in any way whatsoever any obligation on your part to continue
in the employ of the Company or an Affiliate, or on the part of the Company or
an Affiliate to continue your employment. 
In addition, nothing in your Award will obligate the Company or an
Affiliate, their respective stockholders, Boards of Directors or Employees to
continue any relationship that you might have as a Director or Consultant for
the Company or an Affiliate.  9.                 UNSECURED OBLIGATION.  Your Award is unfunded, and as a
holder of a vested Award, you will be considered an unsecured creditor of the
Company with respect to the Companys obligation, if any, to issue shares of
Common Stock pursuant to this Agreement. 
You will not have voting or any other rights as a stockholder of
the Company with respect to the shares of Common Stock purchased pursuant to
this Agreement until such shares are issued to you pursuant to Section 1
of this Agreement.   Upon such issuance,
you will obtain full voting and other rights as a stockholder of the
Company.  Nothing contained in this
Agreement, and no action taken pursuant to its provisions, will create or be
construed to create a trust of any kind or a fiduciary relationship between you
and the Company or any other person.


10.              WITHHOLDING
OBLIGATIONS.  (a)On or before the time the shares subject to your
Award vest and/or you receive a distribution of shares pursuant to your Award,
or at any time thereafter as requested by the Company, the Company may, in its
sole discretion, satisfy any federal, state or local tax withholding obligation
relating to your Award by any of the following means (in addition to the
Companys right to withhold from any other compensation payable to you by the
Company) or by a combination of such means: (i) causing you to tender a
cash payment; (ii) withholding shares of Common Stock from the shares of
Common Stock issued or otherwise issuable to you in connection with your Award,
or (iii) pursuant to a same-day sale procedure under a Regulation T
Program conducted with the assistance of a brokerage firm.  (b)Unless the tax withholding obligations of the
Company or any Affiliate are satisfied, the Company will have no obligation to
issue a certificate for such shares of Common Stock in connection with your
Award.  11.              NOTICES.  All notices with respect to the Plan
shall be in writing and shall be hand delivered or sent by first class mail or
reputable overnight delivery service, expenses prepaid.  Notice may also be given by electronic mail
or facsimile and shall be effective on the date transmitted if confirmed within
24 hours thereafter by a signed original sent in a manner provided in the
preceding sentence.  Notices to the
Company or the Board shall be delivered or sent to the Companys headquarters,
17075 Thornmint Court, San Diego, California 92127, to the attention of its
Chief Financial Officer.  Notices to any
Participant or holder of shares of Common Stock issued pursuant to an Award
shall be sufficient if delivered or sent to such persons address as it appears
in the regular records of the Company or its transfer agent.  12.              HEADINGS.  The headings of the Sections in this
Agreement are inserted for convenience only and will not be deemed to
constitute a part of this Agreement or to affect the meaning of this Agreement.  13.              AMENDMENT.This Agreement may be
amended only by a writing executed by the Company and you which specifically
states that it is amending this Agreement. Notwithstanding the foregoing, this
Agreement may be amended solely by the Board (or appropriate committee thereof)
by a writing which specifically states that it is amending this Agreement, so
long as a copy of such amendment is delivered to you, and provided that no such
amendment adversely affecting your rights hereunder may be made without your
written consent. Without limiting the foregoing, the Board (or appropriate
committee thereof) reserves the right to change, by written notice to you, the
provisions of this Agreement in any way it may deem necessary or advisable to
carry out the purpose of the grant as a result of any change in applicable laws
or regulations or any future law, regulation, ruling, or judicial decision,
provided that any such change will be applicable only to rights relating to
that portion of the Award which is then subject to restrictions as provided
herein.  14.              MISCELLANEOUS.  (a)The rights and
obligations of the Company under your Award will be transferable by the Company
to any one or more persons or entities, and all covenants and agreements
hereunder will inure to the benefit of, and be enforceable by the Companys
successors and assigns.  Your rights and
obligations under your Award may not be assigned by you, except with the prior
written consent of the Company.


(b)You agree upon
request to execute any further documents or instruments necessary or desirable
in the sole determination of the Company to carry out the purposes or intent of
your Award.  15.              GOVERNING PLAN DOCUMENT.  Your Award is subject to all the
provisions of the Plan, the provisions of which are hereby made a part of your
Award, and is further subject to all interpretations, amendments, rules and
regulations which may from time to time be promulgated and adopted pursuant to
the Plan.  In the event of any conflict
between the provisions of your Award and those of the Plan, the provisions of
the Plan will control; provided, however,
that Section 1 of this Agreement will govern the timing of any
distribution of Shares under your Award. 
The Board (or appropriate committee thereof) will have the power
to interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation, and application of the Plan as are consistent
therewith and to interpret or revoke any such rules. All actions taken and all
interpretations and determinations made by the Board (or appropriate committee
thereof) will be final and binding upon you, the Company, and all other
interested persons. No member of the Board (or appropriate committee thereof)
will be personally liable for any action, determination, or interpretation made
in good faith with respect to the Plan or this Agreement.  16.EFFECT ON OTHER EMPLOYEE BENEFIT PLANS.The value of the Award subject to this Agreement will
not be included as compensation, earnings, salaries, or other similar terms
used when calculating the Employees benefits under any employee benefit plan
sponsored by the Company or any subsidiary except as such plan otherwise
expressly provides. The Company expressly reserves its rights to amend, modify,
or terminate any of the Companys or any subsidiarys employee benefit plans.  17.CHOICE OF LAW. 
The interpretation, performance and enforcement of this Agreement will
be governed by the law of the state of California without regard to such states
conflicts of laws rules.  18.SEVERABILITY.  If
all or any part of this Agreement or the Plan is declared by any court or
governmental authority to be unlawful or invalid, such unlawfulness or
invalidity will not invalidate any portion of this Agreement or the Plan not
declared to be unlawful or invalid. Any Section of this Agreement (or part
of such a Section) so declared to be unlawful or invalid will, if possible, be
construed in a manner which will give effect to the terms of such Section or
part of a Section to the fullest extent possible while remaining lawful
and valid.