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                                                                 EXHIBIT 10.16

                                  CYMER INC.

                    EXECUTIVE DEFERRED COMPENSATION PLAN

 1.  STATEMENT OF PURPOSE

     The purpose of the Cymer Inc. Executive Deferred Compensation Plan (the
     "Plan") is to aid Cymer Inc. and its subsidiaries in attracting and
     retaining key employees by providing a non-qualified compensation
     deferral vehicle.

2.   DEFINITIONS

     2.01   BENEFICIARY -- "Beneficiary" means the person or persons
            designated as such in accordance with Section 8.

     2.02   BOARD OF DIRECTORS -- "Board of Directors" means the Board of
            Directors of Cymer Inc.

     2.03   CALENDAR QUARTER -- "Calendar Quarter" means any of the four
            calendar quarters in a full calendar year (e.g. January, February
            & March comprise the first calendar quarter).

     2.04   COMMITTEE -- "Committee" means a Committee of two or more
            directors of the Company appointed by the Board of Directors of
            Cymer Inc. that will administer the Plan pursuant to the provisions
            of Section 3 of the Plan.

     2.05   COMPANY -- "Company" means Cymer Inc. and, for purposes of
            Section 2.24 and such other purposes as determined by the Committee,
            shall include any subsidiary of Cymer Inc.

     2.06   COMPENSATION -- "Compensation" means the Participant's Executive
            Incentive Plan (EIP) annual incentive bonus, or other items deemed
            Compensation by the Committee for purposes of this Plan.

     2.07   CYCLE -- "Cycle" means the twelve month pay-in period for each
            deferral. The first Cycle shall begin on January 1, 2000 and end on
            December 31, 2000. The following Cycles shall begin on January 1 of
            each year and end on December 31 of such year.

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CYMER INC.                                 EXECUTIVE DEFERRED COMPENSATION PLAN

     2.08   DEFERRAL AMOUNT -- "Deferral Amount" means the total amount of
            Elective Deferred Compensation and/or Non-Elective Deferred
            Compensation with respect to a Participant.

     2.09   DEFERRED COMPENSATION ACCOUNT -- "Deferred Compensation Account"
            means the account maintained on the books of account of the
            Company for a Participant pursuant to Section 6.

     2.10   DISABILITY -- "Disability" means the Participant is eligible to
            receive benefits under a long term disability plan maintained by
            the Company.

     2.11   DISTRIBUTION DATE -- "Distribution Date" means the date on which
            the Company makes distributions from the Participant's Deferred
            Compensation Account(s).

     2.12   EFFECTIVE DATE -- "Effective Date" means the date on which this
            Plan is effective, December 20, 1999.

     2.13   ELECTION FORM -- "Election Form" means the form or forms attached
            to this Plan and filed with the Committee by the Participant in
            order to participate in the Plan. The terms and conditions
            specified in the Election Form(s) are incorporated by reference
            herein and form a part of the Plan.

     2.14   ELECTIVE DEFERRED COMPENSATION -- "Elective Deferred
            Compensation" means the total amount elected to be deferred by an
            Eligible Employee on his/her Election Form, subject to approval
            by the Committee.

     2.15   ELIGIBLE EMPLOYEE -- "Eligible Employee" means any employee of
            the Company who is an officer, or such other key executives of
            the Company as may be designated by the Chief Executive Officer
            of Cymer Inc.

     2.16   INVESTMENT ALLOCATION CHANGE FORM -- "Investment Allocation
            Change Form" means a form filed with the Committee by the
            Participant in order to request a change in the allocation of the
            Participant's Deferred Compensation Account(s) among the
            investment choices offered under the Plan. The terms and
            conditions specified in the Investment Allocation Change Form are
            incorporated by reference herein and form a part of the Plan.

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CYMER INC.                                 EXECUTIVE DEFERRED COMPENSATION PLAN

     2.17   INVESTMENT FUNDS -- "Investment Funds" means those mutual funds,
            investment indexes or other measures of performance identified by
            the Committee, which shall by used to determine the returns on the
            Participant's Deferred Compensation Accounts. The initial
            investment fund shall be the Prime Rate Account. The Investment
            Funds may be changed by the Committee from time to time, at the
            sole discretion of the Committee.

     2.18   NON-ELECTIVE DEFERRED COMPENSATION -- "Non-Elective Deferred
            Compensation" means the amount awarded to a Participant by the
            Committee pursuant to Section 4.02.

     2.19   PARTICIPANT -- "Participant" means an Eligible Employee
            participating in the Plan in accordance with the provisions of
            Section 4.

     2.20   PLAN YEAR -- "Plan Year" means the twelve month period beginning
            on the first day of the first Cycle in which the Eligible
            Employee elects to participate in the Plan. The initial Plan Year
            will commence on January 1, 2000 and end on December 31, 2000.
            Each later Plan Year will begin on January 1 and end on December
            31.

     2.21   PRIME RATE ACCOUNT -- "Prime Rate Account" means an investment
            option providing for a return based on the hypothetical
            investment of the Deferral Amount, or a portion thereof, earning
            the Prime Rate as reported in the Wall Street Journal as of the
            last business day of each calendar quarter which rate shall be
            credited for the following calendar quarter.

     2.22   RELATED EMPLOYMENT -- "Related Employment" means the employment
            of a Participant by an employer that is not the Company provided
            (i) such employment is undertaken by the Participant at the
            request of the Company; (ii) immediately prior to undertaking
            such employment, the Participant was an employee of the Company,
            or was engaged in Related Employment as herein defined; and (iii)
            such employment is recognized by the Committee, in its sole
            discretion, as Related Employment.

     2.23   SUBSTANTIALLY EQUAL INSTALLMENTS -- "Substantially Equal
            Installments" means a series of annual payments, such that equal
            payments over the remaining payment period would exactly amortize
            the Participant's

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CYMER INC.                                 EXECUTIVE DEFERRED COMPENSATION PLAN

            Deferred Compensation Account balance in the Prime Rate Account
            as of the Distribution Date if the investment return remained
            constant at the return credited as of the Valuation Date
            immediately preceding the Distribution Date for the remainder of
            the payment period.

     2.24   TERMINATION OF EMPLOYMENT -- "Termination of Employment" means
            the end of a Participant's employment with the Company for any
            reason other than Disability, Related Employment, or the
            termination of a Participant's Related Employment if the
            Participant returns to the Company.

     2.25   VALUATION DATE -- "Valuation Date" means the date on which the
            value of a Participant's Deferred Compensation Account is
            determined for each Calendar Quarter as provided in Section 6
            hereof. Unless and until changed by the Committee, the Valuation
            dates within each Cycle shall be the last day of each of the four
            Calendar Quarters of the calendar year. If a Participant
            requests a Liquidating Distribution under Section 7.06, then, for
            such Participant's Deferred Compensation Account, the Valuation
            Date for the Plan Year in which the Liquidating Distribution is
            requested shall be the last day of the Calendar Quarter in which
            the Participant submits the request.

     2.26   VESTED PARTICIPANT -- "Vested Participant" means a Participant
            who would be eligible immediately for normal or early retirement
            under the qualified pension plan maintained by the Company.

 3.  ADMINISTRATION OF THE PLAN

     3.01   PLAN ADMINISTRATOR. The Committee, subject to Section 3.02, shall
            be the sole administrator of the Plan, and will administer the
            Plan. The Committee shall have the power to formulate additional
            details and regulations for carrying out this Plan. The committee
            also shall be empowered to make any and all determinations not
            authorized specifically herein that may be necessary or
            desirable for the effective administration of the Plan. The
            Committee is authorized to engage such accountants, consultants
            and other service providers necessary to assist in the
            administration of the Plan. Any decision or interpretation of any
            provision of this Plan adopted by the Committee shall be final
            and conclusive.

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CYMER INC.                                 EXECUTIVE DEFERRED COMPENSATION PLAN

     3.02   DELEGATION OF DUTIES. The Committee may delegate any or all of
            its duties as to the administration of this Plan to other
            individuals or groups of individuals within the Company, as it
            deems appropriate.

 4.  PARTICIPATION

     4.01   ELECTIVE PARTICIPATION

            a.   Any Eligible Employee may elect to participate in the Plan
                 for a given Cycle by filing a completed Election Form for the
                 Cycle with the Vice-President of Human Resources. With regard
                 to an election to participate:

                 i.    The Election Form must be filed with the Vice-President
                       of Human Resources prior to the commencement of the
                       Cycle to which the Election Form pertains, or at such
                       earlier time as determined by the Committee. Provided,
                       however, with respect to a deferral of salary, the
                       Committee may allow an Election Form for a Cycle to be
                       filed after the commencement of the Cycle with respect
                       to salary to be paid after the Election Form is filed.

                 ii.   In the event that an Eligible Employee first becomes
                       eligible to participate in the Plan during any given
                       year, such Eligible Employee shall as soon as
                       practicable be so notified in writing by the Company
                       and provided with an Election Form; provided,
                       however, that such Employee may only make an election
                       to defer with respect to that portion of his or her
                       Compensation for such year which is to be paid after
                       the date of filing of the deferral election.

                 iii.  The minimum deferral for a Cycle shall be $5,000.

                 iv.   A Participant may elect to receive payment of amounts
                       deferred during a Cycle upon Termination of
                       Employment, or in a specified year which shall be no
                       earlier than in the third Plan Year following the Plan
                       Year in which such amounts are deferred. Further, a
                       Participant may elect to receive

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CYMER INC.                                 EXECUTIVE DEFERRED COMPENSATION PLAN

                       payment in a lump sum or in up to fifteen (15) annual
                       installments.

            b.   A Participant's election to defer future Compensation is
                 irrevocable upon the filing of his/her Election Form with
                 the Vice-President of Human Resources provided, however,
                 that an election to defer salary may be terminated with
                 respect to amounts not yet earned by mutual agreement in
                 writing between the Participant and the Committee. Such
                 termination, if approved, shall be effective immediately.

     4.02   NON-ELECTIVE PARTICIPATION. The Committee can, in its discretion,
            award to an Eligible Employee Non-Elective Deferred Compensation.
            Unless otherwise specified by the Committee, the Participant
            shall determine the timing and form of payment of any Non-Elective
            Deferred Compensation at the time it is awarded, provided that
            the Participant may not elect to receive payment in a specific
            year which is prior to the third Plan Year following the Plan
            Year during which the amount is awarded.

 5.  VESTING OF DEFERRED COMPENSATION ACCOUNT

     A Participant's interest in his/her Deferred Compensation Account shall
     vest immediately.

 6.  ACCOUNTS AND VALUATIONS

     6.01   DEFERRED COMPENSATION ACCOUNTS. A separate Deferred Compensation
            Account shall be established and maintained for each Participant
            for each Cycle. Deferred amounts will be credited to a
            Participant's account on the first day of the month following the
            time at which the amount would otherwise have been paid. Any
            Non-Elective Deferred Compensation awarded to a Participant shall
            be credited to the Participant's Deferred Compensation Account on
            such date as specified by the Committee.

     6.02   INVESTMENT ALLOCATION OF DEFERRED COMPENSATION ACCOUNT. The
            Participant's Deferral Amount shall be deemed to be invested in
            the Investment Funds in accordance with the Participant's
            election.

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CYMER INC.                                 EXECUTIVE DEFERRED COMPENSATION PLAN

     6.03   INVESTMENT RETURN CREDITED. The Participant's Deferred
            Compensation Account shall be credited quarterly with an
            investment return based on the investment return (gain or loss)
            of the fund or funds in which the Deferral Amount is deemed to be
            hypothetically invested.

     6.04   TIMING OF CREDITING OF INVESTMENT RETURN. That portion of the
            Participant's Deferred Compensation Account in the Prime Rate
            Account shall be revalued and credited with investment return as
            of each Valuation Date. As of each Valuation Date, the value of
            that portion of the Participant's Deferred Compensation Account
            in any such account shall consist of the balance of such account
            as of the immediately preceding Valuation Date, plus the amount
            of any transfers from another account since the preceding
            Valuation Date, minus the amount of all distributions and
            transfers to another account, if any, made from such account
            since the preceding Valuation Date. As of each Valuation Date,
            investment return shall be credited on that portion of the
            Participant's Deferred Compensation Account in the Prime Rate
            account since the immediately preceding Valuation Date after
            adjustment for any transfers thereto or distributions or
            transfers therefrom. With respect to any Elective Deferred
            Compensation or Non-Elective Deferred Compensation deferred and
            credited to a Participant's account since the immediately
            preceding Valuation Date, investment return (or loss) credited on
            the Valuation Date shall be credited from the time the amount is
            credited to the Participant's account pursuant to Section 6.01

     6.05   CHANGE OF INVESTMENT ALLOCATION BY A PARTICIPANT. If the Plan
            offers more than one Investment Fund, a Participant may make
            different investment allocations for each Cycle, and may change a
            Cycle's investment allocation once a year. Any change will be
            effective as of April 1 of the next year if the Participant
            submits an Investment Allocation Change Form to the
            Vice-President, Human Resources by December 1 of any Plan year.

     6.06   CHANGE OF INVESTMENT FUNDS BY COMMITTEE. The Committee may change
            the Investment Funds from time to time. In the event of any such
            change, all Participants shall be given notice of the change at
            least thirty (30) days before the change is to be effective. In
            addition, each

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CYMER INC.                                 EXECUTIVE DEFERRED COMPENSATION PLAN

            Participant shall be given the opportunity to change his or her
            allocation of Investment Funds for his or her Deferred Compensation
            Account as of the effective date for the change; this change shall
            be in addition to any change permitted under 6.05.

            The Committee's decision to change the Investment Funds shall not
            in any manner alter the returns on the Participant's Deferred
            Compensation Accounts prior to the effective date of the change.

     6.07   NATURE OF ACCOUNT ENTRIES. The establishment and maintenance of
            Participants' Deferred Compensation Accounts and the crediting of
            gains and losses pursuant to this Section 6, shall be merely
            bookkeeping entries and shall not be construed as giving any
            person any interest in any specific assets of the Company or of
            any subsidiary of the Company or any trust created by the
            Company, including any mutual funds or other investment funds
            owned by the Company or any such subsidiary or trust. The
            hypothetical investment of the Participant's Deferred
            Compensation Accounts in the Investment Funds shall be for
            bookkeeping purposes only, and shall not require the
            establishment of actual corresponding funds by the Committee or
            the Company. Benefits accrued under this Plan shall constitute an
            unsecured general obligation of the Company.

 7.  BENEFITS

     7.01   NORMAL BENEFIT

            a.   A Participant's Deferred Compensation Account shall be paid
                 to the Participant in accordance with the terms of the
                 Participant's Election Form, subject to the terms and
                 conditions specified in the Election Form. If a Participant
                 elects to receive payment of that portion of his/her
                 Deferred Compensation Account in the Prime Rate Account in
                 installments, subject to a maximum of fifteen (15)
                 installments, payments shall be made in Substantially Equal
                 Installments.

            b.   Notwithstanding the provisions of Section 7.01a, and
                 notwithstanding any contrary election made by the
                 Participant on his/her Election Form, if a Participant has a
                 Termination of

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CYMER INC.                                 EXECUTIVE DEFERRED COMPENSATION PLAN

                 Employment, and if the Participant does not qualify as a
                 Vested Participant at the time of his/her Termination of
                 Employment, the Participant's Deferred Compensation Account
                 balance will be paid to the Participant in a lump sum in the
                 year following the Participant's Termination of Employment.
                 However, upon the written request of the Participant, the
                 Committee, in its sole discretion, may allow payments to be
                 made to the Participant in up to five (5) annual installments.

            c.   In the event of a Participant's death prior to receiving any
                 payments with respect to a Deferral Amount for a Cycle, the
                 Participant's designated Beneficiary will receive an amount
                 equal to the Participant's Deferred Compensation Account for
                 such Cycle, and such amount shall be paid in a single sum or
                 annual installments (not to exceed 10) in accordance with
                 the Participant's election. However, the Committee may,
                 in its sole discretion, pay the Participant's remaining
                 account balance in a single sum if so requested by the
                 Participant's Beneficiary. If the Participant's designated
                 Beneficiary survives the Participant but dies before
                 receiving a complete distribution of the Participant's
                 account, the remaining account balance shall be paid to the
                 estate of such Beneficiary in a lump sum.

            d.   If a Participant dies after beginning to receive payments
                 with respect to a Deferral Amount for a Cycle, the
                 Participant's designated Beneficiary will receive an amount
                 equal to the Participant's remaining account balance for
                 such Cycle. Such remaining account balance shall continue to
                 be paid in accordance with the Participant's election.
                 However, the Committee may, in its sole discretion, pay the
                 Participant's remaining account balance in a single sum if
                 so requested by the Participant's Beneficiary. If the
                 Participant's designated Beneficiary survives the
                 Participant but dies before receiving a complete
                 distribution of the Participant's account, the remaining
                 account balance shall be paid to the estate of such
                 Beneficiary in a lump sum.

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CYMER INC.                                 EXECUTIVE DEFERRED COMPENSATION PLAN

     7.02   HARDSHIP BENEFIT. In the event that the Committee, upon written
            petition of the Participant, determines in its sole discretion,
            that the Participant has suffered an unforeseeable financial
            emergency, the Company may pay to the Participant, as soon as is
            practicable following such determination, an amount necessary to
            meet the emergency, not in excess of the Deferred Compensation
            Account credited to the Participant. The Deferred Compensation
            Account of the Participant thereafter shall be reduced to reflect
            the payment of a Hardship Benefit.

     7.03   REQUEST TO COMMITTEE FOR DELAY IN PAYMENT. A Participant shall
            have no right to modify in any way the schedule for the
            distribution of amounts from his/her Deferred Compensation
            Account that the Participant has specified in his/her Election
            Form. However, upon a written request submitted by the Participant
            to the Committee, the Committee may, in its sole discretion, with
            respect to the Deferred Compensation Account for each Cycle:

            a.   Postpone one time the date on which payment shall commence;
                 and

            b.   Increase one time the number of installments to a number not
                 to exceed fifteen (15).

            Any such request(s) must be made at least ninety (90) days prior
            to the earlier of (1) the beginning of the Plan Year in which the
            Participant has elected for distributions to commence, or (2)
            the Participant's Termination of Employment.

     7.04   TAXES; WITHHOLDING. To the extent required by law, the Company
            shall withhold from payments made hereunder an amount equal to
            at least the minimum taxes required to be withheld by the
            federal, or any state or local, government.

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CYMER INC.                                 EXECUTIVE DEFERRED COMPENSATION PLAN

     7.05   DATE OF PAYMENTS. Except as otherwise provided in this Plan,
            payments under this Plan shall be made (or begin in the case of
            installments) on or before the fifteenth (15th) day of February
            of the calendar year following receipt of notice by the Committee
            of an event that entitled a Participant (or Beneficiary) to
            payments under the Plan, or at such other date as may be
            determined by the Committee. Amounts that become payable to the
            estate of a Beneficiary under Sections 7.01c or 7.01d or
            pursuant to Section 7.02 or Section 7.06 shall be paid within
            fifteen (15) days following the end of the calendar quarter
            in which a determination is made that an amount is payable, or at
            such other date as may be determined by the Committee.

     7.06   LIQUIDATING DISTRIBUTION. Notwithstanding any provisions of the
            Plan or the Participant's Election Form to the contrary,
            following the receipt of a written request from a Participant for
            a Liquidating Distribution, the Company shall pay to the
            Participant the Participant's Liquidating Distribution Account
            Balance in a lump sum. "Liquidating Distribution" shall mean a
            distribution requested by the Participant in writing directed to
            the Committee and specifically referencing this section.
            "Liquidating Distribution Account Balance" shall mean all of the
            Deferred Compensation Accounts under the Plan in which the
            Participant has an undistributed balance, decreased by a
            forfeiture penalty equal to ten percent (10%) of the value of the
            Participant's Deferred Compensation Account(s). A Liquidating
            Distribution shall be paid to a Participant on or before the
            fifteenth (15th) day of the month following the end of the
            calendar quarter during which the Participant requests the
            Liquidating Distribution.

            Notwithstanding any provisions of the Plan or the Participant's
            Election Form to the contrary, if the Participant requesting the
            Liquidating Distribution is, at the time of the request, an
            active employee of the Company, then the Participant, for a
            period of one (1) Plan Year following the Plan Year during which
            the request for the Liquidating Distribution is made, shall be
            ineligible to participate in the Plan with respect to any
            Compensation not yet deferred.

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     7.07   ALLOCATION OF DISTRIBUTIONS. If a distribution of a portion of an
            account for a Cycle is made to a Participant or Beneficiary, and
            the amounts for such Cycle are invested in more than one
            Investment Fund, then a portion of such distribution shall be
            deemed to have been made from each Investment Fund on a prorata
            basis, based on the values of the Investment Funds as of the
            Valuation Date immediately preceding the distribution.

 8.  BENEFICIARY DESIGNATION

     At any time prior to complete distribution of the benefits due to a
     Participant under the Plan, he/she shall have the right to designate,
     change, and/or cancel, any person(s) or entity as his/her Beneficiary
     (either primary or contingent) to whom payment under this Plan shall be
     made in the event of his/her death. Each Beneficiary designation shall
     become effective only when filed in writing with the Committee during the
     Participant's lifetime on a form provided by the Committee. The filing
     of a new beneficiary designation form will cancel all previously filed
     beneficiary designations relating to such Cycle or Cycles. Further, any
     finalized divorce of a Participant subsequent to the date of filing of a
     beneficiary designation form in favor of Participant's spouse shall
     revoke such designation.

     If a Participant fails to designate a Beneficiary as provided above, or
     if his/her beneficiary designation is revoked by divorce or otherwise
     without execution of a new designation, or if all designated
     Beneficiaries predecease the Participant, then the distribution of such
     benefits shall be made to the Participant's estate in a lump sum. If the
     Participant's designated Beneficiary survives the Participant but dies
     before receiving a complete distribution of the Participant's account,
     the remaining account balance shall be paid to the estate of such
     Beneficiary in a lump-sum.

 9.  AMENDMENT AND TERMINATION OF PLAN

     9.01   AMENDMENT. The Board of Directors may amend the Plan at any time
            in whole or in part, provided, however, that, except as provided
            in 9.02, no amendment shall be effective to decrease the benefits
            under the Plan payable to any Participant or Beneficiary with
            respect to any Elective or Non-Elective Deferred Compensation
            deferred prior to the date of the

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CYMER INC.                                 EXECUTIVE DEFERRED COMPENSATION PLAN

            amendment. Written notice of any amendments shall be given to
            each Participant in the Plan.

     9.02   TERMINATION OF PLAN

            a.   COMPANY'S RIGHT TO TERMINATE. The Board of Directors may
                 terminate the Plan at any time.

            b.   PAYMENTS UPON TERMINATION. Upon any termination of the Plan
                 under this section, Compensation shall cease to be deferred
                 prospectively, and, with respect to Compensation deferred
                 previously, the Company will pay to the Participant (or the
                 Participant's Beneficiary, if after the Participant's death),
                 in a lump-sum, the value of his/her Deferred Compensation
                 Account.

10.  MISCELLANEOUS

     10.01  UNSECURED GENERAL CREDITOR. Participants and their beneficiaries,
            heirs, successors and assignees shall have no legal or equitable
            rights, interests, or other claims in any property or assets of
            the Company, nor shall they be beneficiaries of, or have any
            rights, claims, or interests in any life insurance policies,
            annuity contracts, or the policies therefrom owned or that may be
            acquired by the Company ("policies"). Such policies or other
            assets of the Company shall not be held in any way as collateral
            security for the fulfilling of the obligations of the Company
            under this Plan. Any and all of the Company's assets and policies
            shall be and will remain general, unpledged, unrestricted assets
            of the Company. The Company's obligation under the Plan shall be
            that of an unfunded and unsecured promise of the Company to pay
            money in the future.

     10.02  GRANTOR TRUST. Although the Company is responsible for the
            payment of all benefits under the Plan, the Company, in its sole
            discretion, may contribute funds as it deems appropriate to a
            grantor trust for the purpose of paying benefits under this Plan.
            Such trust may be irrevocable, but assets of the trust shall be
            subject to the claims of creditors of the Company. To the extent
            any benefits provided under the Plan actually are paid from the
            trust, the Company shall have no further obligation with respect
            thereto, but to the extent not so paid, such benefits shall remain

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CYMER INC.                                 EXECUTIVE DEFERRED COMPENSATION PLAN

            the obligation of, and shall be paid by, the Company. Participants
            shall have the status of unsecured creditors on any legal claim
            for benefits under the Plan, and shall have no security interest
            in any such grantor trust.

     10.03  SUCCESSORS AND MERGERS, CONSOLIDATIONS OR CHANGE IN CONTROL. The
            terms and conditions of this Plan shall inure to the benefit of
            the Participants and shall bind the Company, its successors,
            assignees, and personal representatives. If substantially all of
            the stock or assets of the Company are acquired by another entity,
            or if the Company is merged into, or consolidated with, another
            entity, then the obligations created hereunder shall be
            obligations of the acquirer or successor entity.

     10.04  NON-ASSIGNABILITY. Neither a Participant, nor any other person,
            shall have any right to commute, sell, assign, transfer, pledge,
            anticipate, mortgage or otherwise encumber, transfer,
            hypothecate, or convey in advance of the actual receipt, any
            amounts payable hereunder, or any part thereof. All rights to
            payments expressly are declared to be unassignable and
            nontransferable. No part of the amounts payable, prior to actual
            payment, shall be subject to seizure or sequestration for the
            payment of any debts, judgments, alimony or separate maintenance
            owed by a Participant, or any other person, nor shall they be
            transferable by operation of law in the event of a Participant's,
            or any other person's, bankruptcy or insolvency.

     10.05  EMPLOYMENT OR FUTURE ELIGIBILITY TO PARTICIPATE NOT GUARANTEED.
            Nothing contained in this Plan, nor any action taken hereunder,
            shall be construed as a contract of employment, or as giving any
            Eligible Employee any right to be retained in the employ of the
            Company. Designation as an Eligible Employee may be revoked at
            any time by the Board of Directors with respect to any
            Compensation not yet deferred.

     10.06  PROTECTIVE PROVISIONS. A Participant will cooperate with the
            Company by furnishing any and all information requested by the
            Company in order to facilitate the payment of benefits hereunder,
            including taking such physical examinations as the Company
            reasonably may deem necessary and taking such other relevant
            action as may be requested by the

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CYMER INC.                                 EXECUTIVE DEFERRED COMPENSATION PLAN

            Company. If a Participant refuses to cooperate, the Participant's
            election to defer any Compensation which has not yet been
            deferred shall become null and void, and the Participant shall
            not be eligible to make any further deferral elections under the
            Plan.

     10.07  GENDER, SINGULAR AND PLURAL. All pronouns, and any variations
            thereof, shall be deemed to refer to the masculine, feminine, or
            neuter, as the identity of the person(s) or entity(s) may
            require. As the context may require, the singular may be read as
            the plural and the plural as the singular.

     10.08  CAPTIONS. The captions to the articles, sections, and paragraphs
            of this Plan are for convenience only and shall not control or
            affect the meaning or construction of any of its provisions.

     10.09  APPLICABLE LAW. This Plan shall be governed and construed in
            accordance with the laws of the State of California.

     10.10  VALIDITY. In the event any provision of the Plan is found to be
            invalid, void, or unenforceable, the same shall not affect, in
            any respect whatsoever, the validity of any other provision of
            this Plan.

     10.11  NOTICE. Any notice or filing required or permitted to be given to
            the Committee shall be sufficient if in writing and hand
            delivered, or sent by registered or certified mail, to the
            principal office of the Company at 16750 Via Del Campo Court, San
            Diego, CA 92127, directed to the attention of the Vice-President,
            Human Resources. Such notice shall be deemed given as of the date
            of delivery or, if delivery is made by mail, as of the date shown
            on the postmark on the receipt for registration or certification.
            Any notice to the Participant shall be addressed to the
            Participant at the Participant's residence address as maintained
            in the Company's records. Any party may change the address for
            such party here set forth by giving notice of such change to the
            other parties pursuant to this Section.

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