Exhibit
10.17  AMENDED
AND RESTATED EMPLOYMENT AGREEMENT  THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT(the
Agreement) is made and entered into
effective as of November 6, 2008 (Effective Date)
by and between CYMER, INC., a Nevada corporation
(the Company) and the Companys Sr. VP, Chief Financial Officer,  NANCY J. BAKER (the Employee).  This Agreement shall replace and supersede
that certain Amended and Restated Employment Agreement between Employee and the
Company entered into effective as of December 1, 2007 (the Original Employment Agreement).  RECITALS  A.The
Company and Employee previously entered into the Original Employment Agreement
and desire to amend and restate the Original Employment Agreement in its
entirety as set forth herein, effective as of the Effective Date, to clarify
the application of Section 409A of the Internal Revenue Code to the
benefits that may be provided to Employee.  B.The
Company may from time to time need to address the possibility of an acquisition
transaction or change of control event. 
The Board of Directors of the Company (the Board)
recognizes that such events can be a distraction to the Employee and can cause
the Employee to consider alternative employment opportunities.  The Board has determined that it is in the
best interests of the Company and its stockholders to assure that the Company
will have the continued dedication and objectivity of the Employee,
notwithstanding the possibility, threat or occurrence of a Change of Control
(as defined below) of the Company, although no such Change of Control is now
contemplated.  C.The
Board believes that it is in the best interests of the Company and its
stockholders to provide the Employee with an incentive to continue the Employees
employment and to motivate the Employee to maximize the value of the Company
upon a Change of Control for the benefit of its stockholders.  D.The
Board believes that it is imperative to provide the Employee with certain
benefits upon a Change of Control and, under certain circumstances, upon
termination of the Employees employment in connection with a Change of
Control, which benefits are intended to provide the Employee with financial
security and provide sufficient incentive and encouragement to the Employee to
remain with the Company notwithstanding the possibility of a Change of Control.  E.To
accomplish the foregoing objectives, the Board has directed the Company, upon
execution of this Agreement by the Employee, to agree to the terms provided
herein.  F.Certain
capitalized terms used in this Agreement are defined in Section 7 below.  AGREEMENT  In consideration of the mutual covenants herein
contained, and in consideration of the continuing employment of the Employee by
the Company, the parties agree as follows:  1


1.Duties
and Scope of Employment.  The Company
shall employ the Employee in the position of Sr. VP, Chief Financial Officer as such position has been
defined in terms of responsibilities and compensation as of the Effective Date
of this Agreement; provided, however,
that the Board shall have the right, at any time prior to the occurrence of a
Change of Control, to revise such responsibilities and compensation as the
Board in its discretion may deem necessary or appropriate.  The Employee shall comply with and be bound
by the Companys operating policies, procedures and practices from time to time
in effect during the Employees employment. 
During the term of the Employees employment with the Company, the
Employee shall continue to devote the Employees full time, skill and attention
to the Employees duties and responsibilities, and shall perform them
faithfully, diligently and competently, and the Employee shall use the Employees
best efforts to further the business of the Company and its affiliated
entities.  2.Base
Compensation.  The Company shall pay
the Employee as compensation for the Employees services a base salary, which
as the Effective Date of this Agreement is at the annualized rate of $375,000.00(and which may be modified from
time to time in accordance with this Agreement, the Base
Compensation).  The Base
Compensation shall be paid periodically in accordance with normal Company
payroll practices.  The Board or the
Compensation Committee of the Board shall review the Base Compensation
according to normal Company practice, but no less frequently than annually, and
may in its discretion modify the Base Compensation but may not decrease the
Base Compensation below the dollar amount specified above, unless Employee
consents to such reduction.  3.Incentive
Compensation.During the term of
this Agreement, the Employee shall be eligible to receive payments under the
Companys various incentive and bonus programs as approved from time to time by
the Board or the Compensation Committee of the Board in eithers sole
discretion.  Any payment payable
thereunder shall be payable in accordance with the applicable program and the
Companys normal practices and policies.  4.Employee
Benefits.  The Employee shall be
eligible to participate in the employee benefit plans and executive
compensation programs maintained by the Company applicable to other key
executives of the Company, including (without limitation) retirement plans,
savings or profit-sharing plans, stock option, stock purchase or other equity
plans, incentive bonus program, 3-year bonus program or other long-term
incentive programs, bonus programs, life, disability, health, accident and
other insurance programs, paid vacations, and similar plans or programs,
subject in each case to the generally applicable terms and conditions of the
applicable plan or program in question and to the sole determination of the
Board or any committee administering such plan or program.  5.Employment
Relationship.  The Company and the
Employee acknowledge that the Employees employment is and shall continue to be
at-will, as defined under applicable law. 
If the Employees employment terminates for any reason, the Employee
shall not be entitled to any payments, benefits, damages, awards or
compensation other than as provided by this Agreement, or as may otherwise be
available in accordance with any Company plan or policy approved by the Board.  2


6.Termination
Benefits.  (a)Subject
to Sections 8 and 9 below, if upon or within eighteen (18) months after a
Change of Control either (i) the Company terminates the Employees
employment due to an Involuntary Termination other than for Cause, or (ii) the
Employee voluntarily resigns for Good Reason, then the Employee shall be
entitled to receive severance and other benefits pursuant to this Section 6;
provided, however, that in order to receive such benefits the Employee must
deliver to the Company an executed Waiver and Release in the form attached
hereto as Exhibit A, or such other form as the Company may require (the Release),
within the time period set forth therein, but in no event later than forty-five
days following the Employees termination, and the Employee must permit the Release
to become effective in accordance with its terms.   Notwithstanding the foregoing, Employee
shall not be entitled to receive any severance or other benefits pursuant to
this Section 6 if the Board, as constituted prior to the Change in
Control, determined that Employee was demoted by the Company to a position not
eligible for an Employment Agreement prior to the Change of Control from the
position held by Employee as of the Effective Date.  The foregoing determination may be made at
any time by the Board prior to a Change in Control, shall be made in the Boards
sole discretion, and shall be binding and conclusive on all persons, including
Employee.  (i)Pay
Continuation.  The Employee shall be
entitled to monthly payments equal to (A) one-twelfth (1/12) of the
greater of the Base Compensation in effect immediately prior to the Change of
Control and the Base Compensation in effect immediately prior to such
termination plus (B) one-thirty-sixth (1/36) of the aggregate amounts paid
to the Employee under the Companys bonus and incentive programs with respect
to the three previous calendar years. 
Such monthly payments shall be paid according to the normal payroll
practice of the Company for 18
months following the effective date of the Release (the Termination
Period).  (ii)Incentive
Payments.  (1)The
Employee shall be entitled to receive a percentage of each of the Employees
Target Incentives for any on-going calendar period in which such termination
occurs.  Such percentage shall equal a
fraction, the numerator of which shall be the number of days in such calendar
period up to and including the date of such termination and the denominator of
which shall be the number of days in such calendar period.  Such amount shall be payable according to the
normal practice of the Company with respect to the payment of such
compensation.  Target Incentive shall
mean the maximum amount payable to the Employee at the end of a calendar period
under any Company bonus or incentive program if all of such programs corporate
and individual performance objectives for that period are met.  Target Incentive does not include amounts
payable under the Companys 3-year bonus program, long-term incentive plan or
similar plan or program.  (2)The
unvested portion of any bonus accrued for Employee under the Companys 3-year
bonus program, long-term incentive plan or similar plan or program shall vest
and become payable in full in a lump sum as soon as administratively
practicable following the effective date of the Release.  3


(iii)Equity
Awards.  The unvested portion of any
stock option(s) or other equity award(s) held by the Employee under
the Companys equity plans shall vest and become exercisable in full effective
as of the date of such termination (but contingent upon the effectiveness of
the Release).  The Employee shall be
entitled to exercise all of the Employees vested stock options until the later
of (A) the original post-termination exercise period provided in the Employees
stock option agreement or (B) one year from the date of such termination
(but not beyond the earlier of (1) the original contractual life of the
option, or (2) ten years from the original grant date of the option).  (iv)Medical
Benefits.  Assuming the Employee
timely and accurately elects to continue his health insurance benefits under
the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA), commencing with the
effective date of the Release the Company shall pay the COBRA premiums for the
Employee and his or her qualified beneficiariesuntil
the earliest of (i) the end of the Termination Period, (ii) the
expiration of the Employees continuation coverage under COBRA and any
applicable state COBRA-like statute that provides mandated continuation
coverage or (iii) the date the Employee becomes eligible for health
insurance benefits of a subsequent employer.  (b)In
the event the Employee voluntarily resigns employment with the Company for any
reason within the 30-day period beginning one year after a Change of Control
(the Change of Control Resignation Period),
provided that the Employee delivers the Release required by Section 6(a) and
permits it to become effective in accordance with its terms, the Employee shall
receive the severance and other benefits set forth in Sections 6(a)(i)-(iv) above.  7.Definition
of Terms.  The following terms
referred to in this Agreement shall have the following meanings:  (a)Cause.  Cause shall mean any of the following: (i) any
act of personal dishonesty taken by the Employee in connection with the
Employees responsibilities as an employee and intended to result in
substantial personal enrichment of the Employee, (ii) conviction of a
felony that is injurious to the Company, (iii) a willful act by the Employee
which constitutes gross misconduct and which is injurious to the Company, or (iv) continued
violations by the Employee of the Employees obligations under Section 1
of this Agreement after there has been delivered to the Employee a written
demand for performance from the Company which describes the basis for the
Companys belief that the Employee has not substantially performed the Employees
duties.  (b)Change
of Control.  Change of Control
shall mean the occurrence of any of the following events:  (i)The
acquisition by any person (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) (other than the Company or a person that
directly or indirectly is controlled by the Company) of the beneficial
ownership (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Companys then outstanding
voting securities; or  4


(ii)A
change in the composition of the Board occurring within a two-year period, as a
result of which fewer than a majority of the directors are Incumbent
Directors.  Incumbent Directors shall
mean directors who either (A) are directors of the Company as of the date
hereof, or (B) are elected to the Board with the affirmative votes of at
least a majority of the Incumbent Directors at the time of such election or (C) are
nominated for election to the Board by a committee of the Board, at least a
majority of whose members are Incumbent Directors at the time of such
nomination (but in each case shall not include an individual not otherwise an
Incumbent Director whose election or nomination is in connection with an actual
or threatened proxy contest relating to the election of directors to the
Company); or  (iii)A
merger or consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving entity) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation.  (c)Disability.  Disability shall mean the Employee is
prevented from performing his duties to the Company by reason of any physical
or mental incapacity that results in Employees satisfaction of all
requirements necessary to receive benefits under the Companys long-term
disability plan due to a total disability  (d)Exchange
Act.  Exchange Act shall mean the
Securities Exchange Act of 1934, as amended.  (e)Good
Reason.  Employee shall have Good
Reason for Employees resignation if any of the following occurs without
Employees consent:  (i) a
significant reduction of the Employees duties or responsibilities relative to
the Employees duties or responsibilities in effect immediately prior to such
reduction (it is intended that a reduction in duties or responsibilities solely
by virtue of the Company being acquired and made part of a larger entity (as,
for example, when the Chief Financial Officer of Company remains as such following
a Change of Control and is not made the Chief Financial Officer of the
acquiring corporation) shall constitute an Involuntary Termination; (ii) without
the Employees express written consent, a material reduction by the Company in
the Base Compensation or any Target Incentive of the Employee as in effect
immediately prior to such reduction, or the ineligibility of the Employee to
continue to participate in any long-term incentive plan of the Company; (iii) the
relocation of the Employee to a facility or a location more than fifty (50)
miles from the Employees then present location, without the Employees express
written consent; or (v)  a material breach by the Company of Section 10
of this Agreement.Provided howeverthat, such termination by the Employee shall only be deemed
for Good Reason pursuant to the foregoing definition if: (i) the Employee
gives the Company written notice of the intent to terminate for Good Reason
within thirty (30) days following the first occurrence of the condition(s) that
the Employee believes constitutes Good Reason, which notice shall describe such
condition(s); (ii) the Company fails to remedy such condition(s) within
thirty (30) days following receipt of the written notice (the Cure Period);
and (iii) the Employee terminates employment within thirty (30) days
following the end of the Cure Period.  5


(f)Involuntary
Termination.  Involuntary
Termination shall mean any involuntary termination of the Employee by the Company
which is not effected for death or Disability or which is or could have been
effected for Cause.  8.Limitation
on Payments.  (a)In
the event that the severance and other benefits provided for in this Agreement
or otherwise payable to the Employee (i) constitute parachute payments
within the meaning of Section 280G of the Internal Revenue Code of 1986,
as amended (the Code) and (ii) but for this Section 8 would be
subject to the excise tax imposed by Section 4999 of the Code, then the
Employees termination benefits under Section 6 shall be payable either (i) in
full, or (ii) as to such lesser amount which would result in no portion of
such termination benefits being subject to excise tax under Section 4999
of the Code, whichever of the foregoing amounts, taking into account the
applicable federal, state and local income taxes and the excise tax imposed by Section 4999,
results in the receipt by the Employee on an after-tax basis, of the greatest
amount of termination benefits under this Agreement, notwithstanding that all
or some portion of such termination benefits may be taxable under Section 4999
of the Code.  (b)If
a reduction in the payments and benefits that would otherwise be paid or
provided to the Employee under the terms of this Agreement is necessary to
comply with the provisions of Section 8(a), the Employee shall be entitled
to select which payments or benefits will be reduced and the manner and method
of any such reduction of such payments or 
benefits (including but not limited to the number of options that would
vest under Section 6(a)(iii)) subject to reasonable limitations
(including, for example, express provisions under the Companys benefit plans)
so long as the requirements of Section 8(a) are met.  Within thirty (30) days after the amount of
any required reduction in payments and benefits is finally determined in
accordance with the provisions of Section 8(c), the Employee shall notify
the Company in writing regarding which payments or benefits are to be
reduced.  If no notification is given by
the Employee, the Company will determine which amounts to reduce.  If, as a result of any reduction required by Section 8(a),
amounts previously paid to the Employee exceed the amount to which the Employee
is entitled, the Employee will promptly return the excess amount to the
Company.  (c)Any
determination required under this Section 8 shall be made in writing by a
nationally recognized accounting or consulting firm appointed by the Company,
which firm shall not then be serving as accountant or auditor for or consultant
to the Company or the person or entity that effected the Change in Control and
whose determinations shall be conclusive and binding upon the Employee and the
Company for all purposes.  For purposes
of making the calculations required by this Section 8, such firm may make
reasonable assumptions and approximations concerning applicable taxes and may
rely on reasonable, good faith interpretations concerning the application of
Sections 280G and 4999 of the Code.  The
Company and the Employee shall furnish to such firm such information and
documents as such firm may reasonably request in order to make a determination
under this Section 8.  The Company
shall bear all costs such firm may reasonably incur in connection with any
calculations contemplated by this Section 8.  9.Application
of Code Section 409A. 
Notwithstanding anything to the contrary set forth herein, any severance
benefit amounts that constitute nonqualified deferred compensation  6


within the meaning of Section 409A
of the Code shall not commence in connection with Employees termination of
employment unless and until Employee has also incurred a separation from
service within the meaning of Section 409A of the Code, unless the
Company reasonably determines that such amounts may be provided to Employee
without causing Employee to incur the additional 20% tax under Section 409A.  Severance benefits payable pursuant to this
Agreement, to the extent of payments made from the date of termination of
Employees employment through March 15th of the calendar year following
such termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of
the Treasury Regulations and thus payable pursuant to the short-term deferral
rule set forth in Section 1.409A-1(b)(4) of the Treasury
Regulations; to the extent such payments are made following said March 15th,
they are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of
the Treasury Regulations made upon an involuntary termination from service and
payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury
Regulations, to the maximum extent permitted by said provision, with any excess
amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of
the Code, including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of
the Code that payment to Employee be delayed until 6 months after Employees
separation from service if Employee is a specified employee within the
meaning of the aforesaid section of the Code at the time of such separation
from service.  Notwithstanding the above,
any severance benefits payable pursuant to this Agreement in the event of any
termination of employment that occurs during the Change of Control Resignation
Period shall be delayed until 6 months after Employees separation from service
if Employee is a specified employee within the meaning of the aforesaid
section of the Code at the time of such separation from service.  In the event that a 6 month delay of payment
of any such severance benefits is required, on the first regularly scheduled
pay date following the conclusion of the delay period Employee shall receive a
lump sum payment or benefit in an amount equal to the severance benefits that
were so delayed, and any remaining severance benefits shall be paid on the same
basis and at the same time as otherwise specified pursuant to this Agreement
(subject to applicable tax withholdings and deductions).  10.Successors.  (a)Companys
Successors.  Any successor to the
Company (whether direct or indirect and whether by purchase, lease, merger,
consolidation, liquidation or otherwise) to all or substantially all of the
Companys business and assets shall assume the obligations under this Agreement
and agree expressly to perform the obligations under this Agreement in the same
manner and to the same extent as the Company would be required to perform such
obligations in the absence of a succession. 
The Company shall obtain the assumption of this Agreement by any
successor or assign of the Company. which shall agree to assume the obligations
and perform all of the terms and conditions of this Agreement.  For all purposes under this Agreement, the
term Company shall include any Successor to the Companys business and assets
which executes and delivers the assumption agreement described in this Section 10(a) or
which becomes bound by the terms of this Agreement by operation of law.  (b)Employees
Successors.  The terms of this
Agreement and all rights of the Employee hereunder shall inure to the benefit
of, and be enforceable by, the Employees personal or legal representatives,
executors, administrators, successors, heirs, devisees and legatees.  7


11.Notice.  Notices and all other communications
contemplated by this Agreement shall be in writing and shall be deemed to have
been duly given when personally delivered or when mailed by U.S. registered or
certified mail, return receipt requested and postage prepaid. In the case of
the Employee, mailed notices shall be addressed to him at the home address
which he most recently communicated to the Company in writing.  In the case of the Company, mailed notices
shall be addressed to its corporate headquarters, and all notices shall be
directed to the attention of its Secretary.  12.Miscellaneous
Provisions.  (a)Waiver.  No provision of this Agreement shall be
modified, waived or discharged unless the modification, waiver or discharge is
agreed to in writing and signed by the Employee and by an authorized officer of
the Company (other than the Employee). 
No waiver by either party of any breach of, or of compliance with, any
condition or provision of this Agreement by the other party shall be considered
a waiver of any other condition or provision or of the same condition or
provision at another time.  (b)Whole
Agreement.  No agreements,
representations or understandings (whether oral or written and whether express
or implied) which are not expressly set forth in this Agreement have been made
or entered into by either party with respect to the subject matter hereof.  This Agreement represents the Companys and
the Employees entire understanding with respect to the subject matter
contained herein and supersedes all previous understandings, written or oral
between the Company and the Employee concerning the subject matters of this
Agreement, including but not limited to the Original Employment Agreement.  (c)Choice
of Law.  The validity,
interpretation, construction and performance of this Agreement shall be
governed by the laws of the State of California.  (d)Severability.  The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision hereof, which shall remain in full force
and effect.  (e)Arbitration.  Any dispute or controversy arising out of,
relating to or in connection with this Agreement shall be settled exclusively
by binding arbitration in San Diego, California, in accordance with the
National Rules for the Resolution of Employment Disputes of the American
Arbitration Association then in effect. 
Judgment may be entered on the arbitrators award in any court having
jurisdiction.  The arbitrator shall: (i) have
the authority to compel adequate discovery for the resolution of the dispute
and to award such relief as would otherwise be permitted by law; and (ii) issue
a written arbitration decision including the arbitrators essential findings
and conclusions and a statement of the award. 
Both the Employee and the Company shall be entitled to all rights and
remedies they would have in a court of law. 
The Company shall pay all fees in excess of those which will be required
if the dispute were decided in a court of law.  (f)No
Assignment of Benefits.  The rights
of any person to payments or benefits under this Agreement shall not be made
subject to option or assignment, either by voluntary or involuntary assignment
or by operation of law, including (without limitation) bankruptcy,  8


garnishment, attachment
or other creditors process, and any action in violation of this Section 12(f) shall
be void.  (g)Assignment
by Company.  The Company may assign
its rights under this Agreement to an affiliate, and an affiliate may assign
its rights under this Agreement to another affiliate of the Company or to the
Company; provided, however, that no assignment
shall be made if the net worth of the assignee is less than the net worth of
the Company at the time of assignment. 
In the case of any such assignment, the term Company when used in a
section of this Agreement shall mean the corporation that actually employs the
Employee.  (h)Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together will constitute one and the same instrument.  [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]  9


IN WITNESS WHEREOF, each of the
parties has executed this Agreement, in the case of the Company by its duly
authorized officer, as of the day and year first above written.   COMPANY:
  CYMER, INC.By:
  /s/ Teddi ReillyTitle:
  Vice President, Human
  ResourcesDate:
  12/9/08EMPLOYEE:
  /s/ Nancy J. BakerNANCY J. BAKERDate:
  11/20/08


EXHIBIT A  RELEASE AND WAIVER OF CLAIMS  TO BE SIGNED FOLLOWING TERMINATION  In
consideration of the payments and other benefits set forth in the Amended and
Restated Employment Agreement dated November 6, 2008, to which this form
is attached (the Employment Agreement), I, Nancy J. Baker, hereby furnish Cymer, Inc. (the Company), with the
following release and waiver (Release and Waiver).  In exchange
for the consideration provided to me by the Employment Agreement that I am not
otherwise entitled to receive, I hereby generally and completely release the
Company and its directors, officers, employees, shareholders, partners, agents,
attorneys, predecessors, successors, parent and subsidiary entities, insurers,
affiliates, and assigns from any and all claims, liabilities and obligations,
both known and unknown, that arise out of or are in any way related to events,
acts, conduct, or omissions occurring prior to my signing this Release and
Waiver.  This general release includes,
but is not limited to: (1) all claims arising out of or in any way related
to my employment with the Company or the termination of that employment; (2) all
claims related to my compensation or benefits from the Company, including, but
not limited to, salary, bonuses, commissions, vacation pay, expense
reimbursements, severance pay, fringe benefits, stock, stock options, or any
other ownership interests in the Company; (3) all claims for breach of
contract, wrongful termination, and breach of the implied covenant of good
faith and fair dealing; (4) all tort claims, including, but not limited
to, claims for fraud, defamation, emotional distress, and discharge in
violation of public policy; and (5) all federal, state, and local
statutory claims, including, but not limited to, claims for discrimination,
harassment, retaliation, attorneys fees, 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),
and the California Fair Employment and Housing Act (as amended).  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 ADEA, 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.  If I am 40 years of age or older upon
execution of this Release and Waiver, 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  2


after this
Release and Waiver is executed; (b) I should consult with an attorney
prior to executing this Release and Waiver; and (c) I have twenty-one (21)
days from the date of termination of my employment with the Company 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.  If I am less
than 40 years of age upon execution of this Release and Waiver, I acknowledge
that I should consult with an attorney prior to executing this Release and
Waiver; and I have five (5) days from the date of termination of my
employment with the Company in which to consider this Release and Waiver
(although I may choose voluntarily to execute this Release and Waiver earlier).  I acknowledge my continuing obligations under my Proprietary
Information and Inventions Agreement, a copy of which is attached hereto (the Proprietary Information and
Inventions Agreement). 
Pursuant to the Proprietary Information and Inventions Agreement I
understand that among other things, I must not use or disclose any confidential
or proprietary information of the Company and I must immediately return all
Company property and documents (including all embodiments of proprietary
information) and all copies thereof in my possession or control.  I understand and agree that my right to the
severance pay I am receiving in exchange for my agreement to the terms of this
Release and Waiver is contingent upon my continued compliance with my
Proprietary Information & Inventions Agreement.  This Release and Waiver, including the Proprietary Information and
Inventions Agreement attached hereto, constitutes the complete, final and
exclusive embodiment of the entire agreement between the Company and me with
regard to the subject matter hereof.  I
am not relying on any promise or representation by the Company that is not
expressly stated herein.  This Release
and Waiver may only be modified by a writing signed by both me and a duly
authorized officer of the Company.   Date:
  
  
  By:Nancy J. Baker  3