Exhibit 10.1



                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT
                    -----------------------------------------


       This Amended and Restated Employment Agreement (this "Agreement") is
entered into on November 2, 2006, by and between John E. Denzel (the
"Executive") and Ultratech, Inc., a Delaware corporation (the "Company"), and
shall be effective as of October 5, 2006.

                              W I T N E S S E T H:
                              --------------------

       WHEREAS, the Executive is currently a party to an employment agreement
with the Company dated November 24, 2003 (the "Prior Agreement");

       WHEREAS, the Executive has, effective as of October 5, 2006, resigned
from his position as President and Chief Operating Officer of the Company.

       WHEREAS, both the Company and the Executive desire to continue the
Executive's employment in a non-executive officer capacity for an appropriate
transition period; and

       WHEREAS, the Company and the Executive desire to amend and restate the
terms and conditions of the Prior Agreement so as to set forth the terms and
conditions which will govern his post-October 5, 2006 employment with the
Company.

       NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the Company and the Executive agree as follows:

1.     Duties.

1.1    Change in Status. By reason of his October 5, 2006 resignation, the
       Executive shall no longer serve as President and Chief Operating Officer
       of the Company. However, the Executive shall continue in a non-executive
       employee status with the Company through November 4, 2006 and shall
       report directly to the Company's Chief Executive Officer. During such
       period of employment, the Executive shall provide such assistance and
       service as the Company's Chief Executive Officer may request in order to
       assure an orderly and successful transition period. On November 4, 2006,
       Executive's employment with the Company shall automatically terminate and
       Executive shall become entitled to the severance benefits in accordance
       with the provisions of Section 6.2 of this Amended and Restated
       Agreement.

1.2    No Other Employment. During the Executive's employment by the Company,
       the Executive shall devote substantially all of his business time,
       energy, and skill to the performance of his duties for the Company.

1.3    No Breach of Contract. The Executive hereby represents to the Company
       that the execution and delivery of this Amended and Restated Agreement by
       the Executive and the Company and the performance by the Executive of the
       Executive's duties hereunder shall not constitute a breach of, or
       otherwise contravene, the terms of any employment or other agreement or
       policy to which the Executive is a party or otherwise bound. The Company
       hereby represents to the Executive that it is authorized to enter into
       this Amended and Restated Agreement and that the execution and delivery
       of such Agreement to the Executive and the employment of the Executive
       hereunder shall not constitute a breach of, or otherwise contravene, the
       terms of any law, agreement or policy by which it is bound.


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2.     At-Will Employment.

       The Executive and the Company agree that Executive's employment with the
Company is and shall at all times during the Executive's employment hereunder be
"at-will" employment. The Company may terminate the Executive's employment at
any time prior to November 4, 2006 for any reason, with or without Cause. The
Executive may terminate his employment with the Company at any time prior to
November 4, 2006. No provision of this Agreement shall be construed as
conferring upon the Executive a right to continue as an employee of the Company,
and the "at-will" relationship between the Executive and the Company may not be
altered except as agreed by the Executive and the Company in writing.

3.     Compensation.

3.1    Base Salary. The Executive's initial Base Salary shall be at a rate of
       $276,000 per year, paid in accordance with the Company's regular payroll
       practices in effect from time to time, but not less frequently than
       monthly. The Executive's Base Salary shall be reviewed annually and may
       be adjusted by the Board of Directors of the Company (the "Board"). (As
       used in this Agreement, "Base Salary" shall mean Base Salary as adjusted
       from time to time.)

3.2    Annual Bonus. While employed hereunder, the Executive shall be considered
       for an annual incentive bonus ("Annual Bonus") of up to 45% of his annual
       Base Salary, based upon the achievement of performance objectives
       established by the Board or the compensation committee of the Board (the
       "Compensation Committee"). Payment of up to 50% of the Executive's Annual
       Bonus may be deferred and paid out in equal annual installments over a
       period of no more than three years, with interest at the prime rate as
       set forth in The Wall Street Journal from time to time (the "Deferral
       Period"). During the Deferral Period, the unpaid portion of the deferred
       Annual Bonus, together with such accrued interest, may be subject to
       forfeiture if the Executive is terminated by the Company for Cause (as
       defined in Section 6.1.1). The Executive's performance objectives and
       maximum level of Annual Bonus as a percentage of Base Salary, as well as
       the payment terms for the Annual Bonus, shall be reviewed annually and
       may be adjusted by the Compensation Committee, including, without
       limitation, an adjustment to increase the maximum level of Annual Bonus
       as a percentage of Base Salary.




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3.3    Equity Compensation.

       3.3.1  Future Grants. In addition to the stock options previously granted
              to the Executive, the Executive shall be eligible for periodic
              grants of stock options or other equity awards under the Company's
              equity award program, subject to the Executive's continued
              employment hereunder. The terms, exercise price (if applicable),
              vesting period, any post-termination of employment provisions, and
              other provisions of each stock option or other equity award
              granted pursuant to this Section 3.3 shall, subject to the express
              provisions of this Agreement, be determined by the Compensation
              Committee at the time of grant of the option or other equity
              award.

       3.3.2  Acceleration and Extension. Notwithstanding Section 3.3.1, upon a
              termination of the Executive's employment (i) pursuant to Section
              6.2 or (ii) on account of his death or Disability, then each of
              the Executive's outstanding stock options or other equity awards
              which are not otherwise at that time vested shall thereupon become
              vested as to an additional 25% of the shares of stock subject
              thereto (or such lesser percentage as to make the award 100%
              vested). To the extent that the equity awards described in this
              Section 3.3.2 are stock options which were granted to Executive on
              or after July 21, 2003 and have become vested by their terms or
              become vested as described herein, such stock options shall remain
              vested and exercisable at least until the date that is one year
              and ninety (90) days after the termination of the Executive's
              employment as described in clauses (i) or (ii) of this Section
              3.3.2 (or such later date as may be specified in the award
              agreement), but in no event will such options be exercisable after
              the expiration of their original terms. Each option granted to
              Executive prior to July 21, 2003 shall, to the extent each such
              option has become vested by its terms or becomes vested as
              described herein at the time of the Executive's termination of
              employment under Section 6.2, remain exercisable until the earlier
              of (i) the last day of the post-employment exercise period set
              forth in the stock option agreement applicable to that option or
              (ii) the expiration date of the maximum option term.

4.     Benefits.

4.1    Pension and Welfare Plans. While the Executive is employed hereunder, he
       shall be entitled to participate in all employee pension and welfare
       benefit plans and programs made available to the Company's senior level
       executives or to its employees generally, as such plans or programs may
       be in effect from time to time.





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4.2    Reimbursement of Business and Other Expenses

       4.2.1  Expense Reimbursement. The Executive is authorized to incur
              reasonable expenses in carrying out his duties and
              responsibilities under this Agreement and the Company shall
              promptly reimburse him for all business expenses incurred in
              connection with carrying out the business of the Company, subject
              to documentation in accordance with the Company's expense
              reporting policy.

       4.2.2  Legal Expenses. The Company shall promptly reimburse the Executive
              for his legal expenses, up to a maximum of $3,000, incurred in
              negotiating and documenting this Agreement with the Company.

4.3    Vacation. During the Executive's employment hereunder, the Executive
       shall be entitled to vacation in accordance with the Company's vacation
       policy for its executive officers.

5.     Death or Disability.

5.1    Definition of Disabled and Disability. For purposes of this Agreement,
       the terms "Disabled" and "Disability" shall mean the Executive's
       inability, because of physical or mental illness or injury, to perform
       his customary duties pursuant to this Agreement, with or without
       reasonable accommodation, and the continuation of such disabled condition
       for a period of one hundred eighty (180) continuous days as determined by
       an approved medical doctor. For purposes hereof, an approved medical
       doctor shall mean a doctor selected by the Company and the Executive. If
       the Company and the Executive cannot agree on a medical doctor, each
       shall select a medical doctor and the two doctors shall select a third
       who shall be the approved medical doctor for this purpose.

5.2    Termination Due to Death or Disability. If the Executive dies or becomes
       Disabled while employed hereunder, this Agreement and the Executive's
       employment shall automatically cease and terminate as of the date of the
       Executive's death or the date of Disability (which date shall be
       determined under Section 5.1 above, and referred to as the "Disability
       Date"), as the case may be. In the event of the termination of the
       Executive's employment due to his death or Disability, the Executive (or,
       in the event of his death, his estate) shall be entitled to receive:

              (i)    a lump sum cash payment, payable within ten (10) business
                     days after the date of death or the Disability Date equal
                     to the sum of (A) any accrued but unpaid Base Salary as of
                     the date of death or the Disability Date, (B) the portions
                     of any deferred Annual Bonuses in respect of fiscal years
                     completed prior to the date of death or the Disability Date
                     which vest and become payable on such date, (C) any
                     unreimbursed business expenses due under Section 4.2.1 of
                     this Agreement and (D) any accrued but unpaid vacation;

              (ii)   a monthly payment payable in each of the twelve (12) months
                     following the date of the Executive's death or Disability
                     Date in an amount equal to one-twelfth (1/12th) of the
                     Executive's annual Base Salary in effect immediately prior
                     to his death or Disability Date;

              (iii)  solely in the event of the termination of the Executive's
                     employment due to his Disability, if the Executive elects
                     to continue his medical coverage under COBRA, reimbursement
                     by the Company of such COBRA costs


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<PAGE>

              for a period of up to eighteen (18) months following the
              termination of his employment; provided, however, that the
              Company's obligation under this Section 5.2(iii) shall be reduced
              to the extent that comparable medical coverage is provided by a
              subsequent employer;

       (iv)   partial acceleration of the vesting of a portion of the
              Executive's stock options and other equity awards, and the
              extended exercise period for any vested stock options, to the
              extent provided in Section 3.3.2.; and

       (v)    such employee benefits accrued under the employee benefit plans,
              programs and arrangements of the Company described in Section 4.1
              as to which the Executive or his estate may be entitled at the
              time of such termination.

       Any other compensation deferred on behalf of the Executive at the time of
his death or Disability under any deferred compensation plan shall be paid at
the time or times specified for payment pursuant to the provisions of such plan.

       The portion of any Annual Bonus to which the Executive may, in accordance
with the provisions governing that Annual Bonus, become entitled in the
performance period in which his death or Disability Date occurs shall be paid to
the Executive by the fifteenth (15th) day of the third calendar month following
the close of that performance period, unless payment by such date is not
administratively practicable, in which event payment shall be made as soon
thereafter as administratively possible.

6.     Termination by the Company.

6.1    Termination For Cause.

       6.1.1  Definition of Termination with Cause. A termination of the
              Executive's employment by the Company for cause ("Cause") shall
              mean the termination of the Executive's employment by the Board
              for any of the reasons listed below, except in the case of the
              reason set forth in (i) below, only after written notice by the
              Board stating the reason for the proposed termination for Cause
              and the Executive's failure to cure within ninety (90) days of
              receipt of such notice:

              (i)    the Executive's repeated failure to perform any essential
                     duty of his position other than due to Disability or such
                     illness or injury as described in and determined under
                     Section 5.1 that would result in Disability if it continued
                     for the period of time prescribed in Section 5.1;

              (ii)   the Executive's commitment of an act that constitutes gross
                     misconduct and is injurious to the Company, any subsidiary
                     of the Company or any successor to the Company;

              (iii)  the Executive's conviction of or pleading guilty or nolo
                     contendere to any felony involving theft, embezzlement,
                     dishonesty or moral turpitude;

              (iv)   the Executive's commission of an act of fraud against, or
                     the misappropriation of property belonging to, the Company,
                     any subsidiary of the Company or any successor to the
                     Company;



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<PAGE>


              (v)    the Executive's commitment of an act of dishonesty in
                     connection with his responsibilities as an employee that is
                     intended to result in his personal enrichment or the
                     personal enrichment of his family or others; or

              (vi)   the Executive's material breach of this Agreement or other
                     agreement between the Executive and the Company or any
                     subsidiary of or successor to the Company.

       6.1.2  Entitlements Upon a Termination for Cause. If the Executive's
              employment is terminated for Cause, the termination shall be
              effective on the date the Company gives the Executive written
              notice of termination, except in the case of a termination for the
              reason described in Section 6.1.1(i), in which case the
              termination shall be effective on the last day of the ninety-day
              cure period. In the event of the termination of the Executive's
              employment hereunder due to a termination by the Company for
              Cause, then the Executive shall be entitled to receive:

              (i)    a lump sum cash payment, payable within ten (10) business
                     days after the date of termination of the Executive's
                     employment, equal to the sum of (A) any accrued but unpaid
                     Base Salary as of the date of such termination, (B) any
                     earned and vested but unpaid portions of Annual Bonuses in
                     respect of fiscal years completed prior to the date of such
                     termination, to the extent such portions become payable at
                     the time of such termination in accordance with their
                     terms, (C) any unreimbursed business expenses that are due
                     under Section 4.2.1 of this Agreement and (D) any accrued
                     but unpaid vacation; and

              (ii)   such employee benefits accrued under the employee benefit
                     plans, programs and arrangements of the Company described
                     in Section 4.1 as to which the Executive may be entitled at
                     the time of such termination.

       Any compensation deferred on behalf of the Executive at the time of his
termination for Cause under any deferred compensation plan shall, to the extent
vested at the time of such termination, be paid at the time or times specified
for payment pursuant to the provisions of such plan.

6.2    Severance Benefit. Upon the termination of the Executive's employment on
       November 4, 2006 pursuant to the terms of this Amended and Restated
       Agreement, other than by reason of (i) a Termination for Cause or (ii)
       death or Disability, Executive shall, subject to his execution of an
       effective and irrevocable release and non-disparagement agreement in a
       form acceptable to the Company, be entitled to:

              (i)    a lump sum cash payment, payable within ten (10) business
                     days after the date of termination of the Executive's
                     employment equal to the sum of (A) any accrued but unpaid
                     Base Salary as of the date of such termination, (B) the
                     portions of any deferred Annual Bonuses in respect of
                     fiscal years completed prior to the date of such
                     termination which vest and become payable on such date, (C)
                     any unreimbursed business expenses due under Section 4.2.1
                     of this Agreement and (D) any accrued but unpaid vacation;


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<PAGE>

              (ii)   a monthly severance payment payable in each of the twelve
                     (12) months following the date of termination of the
                     Executive's employment in an amount equal to one-twelfth
                     (1/12th) of the Executive's annual Base Salary in effect
                     immediately prior to such termination;

              (iii)  if the Executive elects to continue his medical coverage
                     under COBRA, reimbursement by the Company of such COBRA
                     costs for a period of up to eighteen (18) months following
                     the termination of his employment; provided, however, that
                     the Company's obligation under this Section 6.2(iii) shall
                     be reduced to the extent that comparable medical coverage
                     is provided by a subsequent employer;

              (iv)   partial acceleration of the vesting of a portion of the
                     Executive's outstanding stock options and other equity
                     awards, and the extended exercise period for any vested
                     stock options to the extent provided in Section 3.3.2.; and

              (v)    such employee benefits accrued under the employee benefit
                     plans, programs and arrangements of the Company described
                     in Section 4.1 as to which the Executive may be entitled at
                     the time of such termination.

              Any other compensation deferred on behalf of the Executive at the
              time of his termination by the Company without Cause under any
              deferred compensation plan shall be paid at the time or times
              specified for payment pursuant to the provisions of such plan.

                     The portion of any Annual Bonus to which the Executive may,
              in accordance with the provisions governing that Annual Bonus,
              become entitled in the performance period in which his termination
              occurs shall be paid to the Executive by the fifteenth (15th) day
              of the third calendar month following the close of that
              performance period or such later date as determined in accordance
              with Section 3.2, unless payment by such date is not
              administratively practicably, in which event payment shall be made
              as soon thereafter as administratively possible.

7.     Delayed Commencement Date for Payments and Benefits

              Notwithstanding any provision to the contrary in this Amended and
              Restated Agreement, no payments or benefits to which the Executive
              otherwise becomes entitled under this Amended and Restated
              Agreement in connection with his termination of employment shall
              be made or provided to Executive prior to the earlier of (i) the
              expiration of the six (6)-month period measured from the date of
              his "separation from service" with the Company (as such term is
              defined in Treasury Regulations issued under Code Section 409A) or
              (ii) the date of his death, if the Executive is deemed at the time
              of such separation from service to be a "key employee" within the
              meaning of that term under Code Section 416(i) and such delayed
              commencement is otherwise required in order to avoid a prohibited
              distribution under Code Section 409A(a)(2). Upon the expiration of
              the applicable Code Section 409A(a)(2) deferral period, all
              payments and benefits deferred pursuant to this Section 7 (whether
              they would have otherwise been payable in a single sum or in
              installments in the absence of such deferral) shall be paid or
              reimbursed to the Executive in a lump sum, and any remaining
              payments and benefits due under this Amended and Restated
              Agreement shall be paid or provided in accordance with the normal
              payment dates specified for them herein.


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8.     Non-Competition.

              The Executive acknowledges and recognizes the highly competitive
              nature of the businesses of the Company, the amount of sensitive
              and confidential information involved in the discharge of the
              Executive's position with the Company, and the harm to the Company
              that would result if such knowledge or expertise was disclosed or
              made available to a competitor, and accordingly agrees that during
              the period that he is receiving any payments under this Agreement,
              he shall not, directly or indirectly in any manner or capacity
              (e.g., as an advisor, principal, agent, partner, officer,
              director, shareholder, employee, member of any association or
              otherwise) engage in, work for, consult, provide advice or
              assistance or otherwise participate in any activity that is
              competitive with the business of the Company. The Executive
              further agrees that during such period he will not assist or
              encourage any other person in carrying out any activity that would
              be prohibited by the foregoing provisions of this Section if such
              activity were carried out by the Executive and, in particular, the
              Executive agrees that he will not induce any employee of the
              Company to carry out any such activity; provided, however, that
              the "beneficial ownership" by the Executive, either individually
              or as a member of a "group," as such terms are used in Rule 13d of
              the General Rules and Regulations under the Exchange Act, of not
              more than one percent (1%) of the voting stock of any publicly
              held corporation shall not be a violation of this Agreement. It is
              further expressly agreed that the Company will or would suffer
              irreparable injury if the Executive were to compete with the
              Company or any subsidiary or affiliate of the Company in violation
              of this Agreement and that the Company would by reason of such
              competition be entitled to injunctive relief in a court of
              appropriate jurisdiction, and the Executive further consents and
              stipulates to the entry of such injunctive relief in such a court
              prohibiting the Executive from competing with the Company or any
              subsidiary or affiliate of the Company in violation of this
              Agreement. In the event that the Executive breaches the provisions
              of this Section 9, the severance benefits under Section 6.2 shall
              immediately terminate, the Executive shall cease to be entitled to
              any additional payments under this Agreement, and all stock
              options shall cease to be exercisable.



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9.     Confidentiality and Treatment of Inventions.

9.1    Confidentiality. The Executive will not at any time (whether during or
       after his employment with the Company), other than in the course of his
       duties hereunder or unless compelled by lawful process, disclose or use
       for his own benefit or purposes or the benefit or purposes of any other
       person, firm, partnership, joint venture, association, corporation or
       other business organization, entity or enterprise other than an entity
       within the Company or any subsidiary or affiliate of the Company, any
       trade secrets, or other confidential data or information relating to
       customers, development programs, costs, marketing, trading, investment,
       sales activities, promotion, credit and financial data, financing
       methods, or plans of any entity within the Company or any subsidiary or
       affiliate of the Company; provided that the foregoing shall not apply to
       information that is generally known to the industry or the public other
       than as a result of the Executive's breach of this covenant. The
       Executive agrees that upon termination of his employment with the Company
       for any reason, he will return to the Company immediately all memoranda,
       books, papers, software, plans, information, letters and other data, and
       all copies thereof or therefrom, in any way relating to the business of
       any entity within the Company or any subsidiary or affiliate of the
       Company, except that he may retain personal notes, notebooks and diaries
       that do not contain confidential information of the type described in the
       preceding sentence. The Executive further agrees that he will not retain
       or use for his account at any time any trade names, trademark or other
       proprietary business designation used or owned in connection with the
       business of any entity within the Company or any subsidiary or affiliate
       of the Company.

9.2    Treatment of Inventions.

       9.2.1  Prior Inventions. The Executive understands and acknowledges that
              he does not have any right or claim to any invention, idea,
              process, formula, discovery, technical information, trade secret,
              design, computer program, proprietary information, copyright,
              patent or other such item or matter (together, any "Invention"),
              including without limitation any Invention made prior to his
              employment with the Company. The Executive further understands and
              acknowledges that he has had the opportunity to disclose any
              Invention to the Company, and has voluntarily and knowingly waived
              and declined such opportunity because he has no Invention to
              disclose.

       9.2.2  Subsequent Invention Disclosure. The Executive hereby agrees to
              disclose to the Company in a prompt manner any Invention that he
              develops at any time prior to the six-month anniversary of his
              termination of employment with the Company.

       9.2.3  Assignment of Inventions. Except as otherwise provided by Section
              9.2.4, the Executive hereby assigns and agrees to assign to the
              Company or its designee the Executive's entire right, title, and
              interest in and to any Invention that the Executive, whether
              solely or jointly, develops prior to the six-month anniversary of
              his termination of employment with the Company, with the use of
              time, material, equipment, supplies, facilities or trade secret
              information of the Company or any subsidiary or affiliate of the
              Company, whether or not during working hours. The Executive
              further agrees to cooperate with the Company and to perform all
              acts deemed necessary or desirable by the Company to permit and to
              assist the Company, at the Company's expense, in obtaining and
              enforcing the full benefits, enjoyment, rights and title (whether
              domestic or foreign) to any Invention hereby assigned by the
              Executive to the Company.


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       9.2.4  Inventions not Assigned. Section 9.2.3 shall not apply to an
              Invention that the Executive developed entirely on his own time
              without using the Company's or any of its subsidiaries' or
              affiliates' time, material, equipment, supplies, facilities or
              trade secret information, except for any Invention that either (i)
              relates at the time of conception or reduction to practice of the
              Invention to the Company's or a subsidiary's or affiliate's
              business, or actual or demonstrably anticipated research
              development of the Company or a subsidiary or affiliate of the
              Company or (ii) results from the Executive's work with the Company
              or a subsidiary or affiliate of the Company, whether or not during
              normal working hours.

10.    Antisolicitation.

       The Executive promises and agrees that, for a period of twelve (12)
       months following his termination of employment, he will not influence or
       attempt to influence suppliers or customers of the Company hereunder,
       either directly or indirectly, to divert their business away from the
       Company to any individual, partnership, firm, corporation or other entity
       then in competition with the Company or any subsidiary of successor to
       the Company.

11.    Soliciting Employees.

       The Executive promises and agrees that, for a period of twelve (12)
       months following termination of his employment hereunder, he will not
       directly or indirectly solicit any person who is then, or at any time
       within six months prior thereto was, an employee of the Company to leave
       the employ of the Company to work for any business, individual,
       partnership, firm, corporation, or other entity then in competition with
       the business of the Company or any subsidiary of or successor to the
       Company.

12.    Cooperation in Litigation.

       The Executive agrees that he will reasonably cooperate with the Company
       in any litigation that arises out of events occurring prior to the
       termination of his employment, including but not limited to, serving as a
       witness or consultant and producing documents and information relevant to
       the case or helpful to the Company. The Company agrees to reimburse the
       Executive for all reasonable costs and expenses he incurs in connection
       with his obligations under this Section 12.

13.    Indemnification.

       Indemnification shall be provided to the Executive as set forth in the
       indemnification agreement currently in effect the Company and the
       Executive and/or any subsequent indemnification agreement between the
       Company and the Executive (the "Indemnification Agreement"). The
       following additional provisions shall supplement Executive's
       indemnification rights under such agreement:

                     (i) Within forty-five (45) days after Executive incurs any
              expense for which Executive is entitled to indemnification
              pursuant to the Indemnification Agreement, Executive shall notify
              the Company in writing of the nature and dollar amount of that
              expense, and the Company shall promptly reimburse Executive for
              such expense. Executive may also seek advance payments from the
              Company for any indemnifiable expenses which Executive reasonably
              expects to incur, subject to any repayment obligation Executive
              may have to repay that expense if subsequently found not to be so
              indemnifiable.


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                     (ii) Within forty-five (45) days after Executive becomes
              subject to any judgment, fine, penalty, settlement amount or other
              assessment for which Executive is entitled to indemnification
              under the Indemnification Agreement (each a "Liability"),
              Executive shall notify the Company of the nature of that Liability
              and the dollar amount thereof, and the Company shall promptly pay
              Executive the amount thereof for which Executive is entitled to
              indemnification pursuant to his retained rights under the
              Indemnification Employment Agreement.

14.    Assignment.

       This Amended and Restated Agreement is personal in its nature and neither
       of the parties hereto shall, without the consent of the other, assign or
       transfer this Agreement or any rights or obligations hereunder; provided,
       however, that, in the event of a merger, consolidation, or transfer or
       sale of all or substantially all of the assets of the Company with or to
       any other individual(s) or entity, this Amended and Restated Agreement
       shall, subject to the provisions hereof, be binding upon and inure to the
       benefit of such successor and such successor shall discharge and perform
       all the promises, covenants, duties, and obligations of the Company
       hereunder, and; provided, further, that the Executive may assign his
       rights to compensation and benefits by will or by operation of law or
       pursuant to Section 26.

15.    Governing Law.

       This Amended and Restated Agreement and the legal relations hereby
       created between the parties hereto shall be governed by and construed
       under and in accordance with the internal laws of the State of
       California, without regard to conflicts of laws principles thereof,
       except as provided in Section 13.

16.    Entire Agreement.

       This Amended and Restated Agreement, together with the Indemnification
       Agreement, the stock option agreement for each of Executive's outstanding
       stock option grants from the Company and the Restricted Stock Unit
       Issuance Agreement between the Company and Executive covering 7,500
       shares of the Company's common stock (collectively, the "Other
       Agreements"), represent the entire agreement of the parties hereto
       respecting the matters within the scope of this Amended and Restated
       Agreement and the Other Agreements and supersede the Prior Agreement and
       any and all prior agreements of the parties hereto on the subject matter
       hereof. Any prior negotiations, correspondence, other agreements,
       proposals or understandings relating to the subject matter hereof shall
       he deemed to be merged into this Amended and Restated Agreement and to
       the extent inconsistent herewith, such negotiations, correspondence,
       agreements, proposals, or understandings shall be deemed to be of no
       force or effect. There are no representations, warranties, or agreements,
       whether express or implied, or oral or written, with respect to the
       subject matter hereof, except as set forth herein.


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<PAGE>

17.    Modifications.

       This Amended and Restated Agreement shall not be modified by any oral
       agreement, either express or implied, and all modifications hereof shall
       be in writing and signed by the parties hereto.

18.    Waiver.

       Failure to insist upon strict compliance with any of the terms,
       covenants, or conditions hereof shall not be deemed a waiver of such
       term, covenant, or condition, nor shall any waiver or relinquishment of,
       or failure to insist upon strict compliance with, any right or power
       hereunder at any one or more times be deemed a waiver or relinquishment
       of such right or power at any other time or times.

19.    Number and Gender.

       Where the context requires, the singular shall include the plural, the
       plural shall include the singular, and any gender shall include all other
       genders.

20.    Section Headings.

       The section headings in this Amended and Restated Agreement are for the
       purpose of convenience only and shall not limit or otherwise affect any
       of the terms hereof.

21.    Resolution of Disputes.

       Any controversy or claim arising out of or relating to the Executive's
       employment, this Amended and Restated Agreement, its enforcement,
       arbitrability, or interpretation, or because of an alleged breach,
       default, or misrepresentation in connection with any of its provisions,
       shall be submitted to arbitration in Santa Clara County, California,
       before a single arbitrator, in accordance with the National Rules for the
       Resolution of Employment Disputes then in effect of the American
       Arbitration Association ("AAA") as modified by the terms and conditions
       of this Section 22; provided, however, that provisional injunctive relief
       may, but need not, be sought in a court of law while arbitration
       proceedings are pending, and any provisional injunctive relief granted by
       such court shall remain effective until the matter is finally determined
       by the arbitrator. The arbitrator shall be selected by mutual agreement
       of the parties or, if the parties cannot agree, by striking from a list
       of arbitrators supplied by AAA. The arbitrator shall issue a written
       opinion revealing, however briefly, the essential findings and
       conclusions upon which the award is based. Final resolution of any
       dispute through arbitration may include any remedy or relief which the
       arbitrator deems just and equitable. Any award or relief granted by the
       arbitrator hereunder shall be final and binding on the parties hereto and
       may be enforced by any court of competent jurisdiction.

       The parties acknowledge that they are hereby waiving any rights to trial
       by jury in any action, proceeding or counterclaim brought by either of
       the parties against the other in connection with any matter whatsoever
       arising out of or in any way connected with this Agreement or the
       Executive's employment.

       The Company shall pay the arbitrator's fees and arbitration expenses and
       any other costs associated with the arbitration or arbitration hearing
       that are unique to arbitration The Company and the Executive each shall
       separately pay its or his own deposition, witness, expert and attorneys'
       fees and other expenses as and to the same extent as if the matter were
       being held in court unless otherwise provided by law; provided, however,
       that if the Executive prevails, the arbitrator may award the Executive
       reasonable attorneys' fees. The arbitrator shall resolve any dispute as
       to reasonableness of any fee or cost. The arbitrator shall have the sole
       and exclusive power and authority to decide any and all issues of or
       related to arbitrability.


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<PAGE>

22.    Severability.

       In the event that a court of competent jurisdiction determines that any
       portion of this Amended and Restated Agreement is in violation of any
       statute or public policy, then only the portions of this Amended and
       Restated Agreement which violate such statute or public policy shall be
       stricken, and all portions of this Amended and Restated Agreement which
       do not violate any statute or public policy shall continue in full force
       and effect. Furthermore, any court order striking any portion of this
       Amended and Restated Agreement shall modify the stricken terms as
       narrowly as possible to give as much effect as possible to the intentions
       of the parties under this Amended and Restated Agreement.

23.    Notices.

       All notices under this Amended and Restated Agreement shall be in writing
       and shall be either personally delivered or mailed postage prepaid, by
       certified mail, return receipt requested:

       (i)    if to the Company:

              Ultratech, Inc.
              3050 Zanker Road
              San Jose, California  95134
              Attention: Chair, Compensation Committee of the Board of Directors

       (ii)   if to the Executive:

              John E. Denzel
              3371 Shady Spring Lane
              Mountain View, CA 94040

       Either party may change its address set forth above by written notice
       given to the other party in accordance with the foregoing. Any notice
       shall be effective when personally delivered, or five (5) business days
       after being mailed in accordance with the foregoing.

24.    Counterparts.

       This Amended and Restated Agreement may be executed in any number of
       counterparts, each of which shall be deemed an original and all of which
       together shall constitute one and the same instrument.

25.    Withholding Taxes.

       The Company may withhold from any amounts payable under this Amended and
       Restated Agreement such federal, state and local income, employment, or
       other taxes as may be required to be withheld pursuant to any applicable
       law or regulation.


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<PAGE>

26.    Beneficiaries.

       The Executive shall be entitled, to the extent permitted under any
       applicable law and to the extent permitted under any benefit plan or
       program maintained by the Company, to select and change a beneficiary or
       beneficiaries to receive any compensation or benefit hereunder following
       the Executive's death by giving the Company written notice thereof in
       accordance with the terms of such plan or program. In the event of the
       Executive's death or a judicial determination of his incompetence,
       reference in this Amended and Restated Agreement to the Executive shall
       be deemed, where appropriate, to refer to his beneficiary, estate or
       other legal representative.

27.    Director's and Officer's Insurance.

       The Company shall provide director's and officer's insurance coverage for
       the Executive to the extent the Company provides such coverage for its
       other senior executive officers.

28.    No Mitigation or Offset.

       In the event of any termination of employment under this Amended and
       Restated Agreement, the Executive shall be under no obligation to seek
       other employment and there shall be no offset against amounts due the
       Executive under this Amended and Restated Agreement on account of any
       remuneration attributable to any subsequent employment that he may obtain
       except (i) as specifically provided in Sections 5.2(iii) or 6.2(iii) of
       this Amended and Restated Agreement, or (ii) on account of any claims the
       Company may have against the Executive.

29.    Right to Advice of Counsel.

       The Executive acknowledges that he has had the right to consult with
       counsel and is fully aware of his rights and obligations under this
       Agreement. .

30.    Section 409A

       The Company reserves the right to amend this Amended and Restated
       Agreement in any way that the Company in good faith determines may be
       advisable to help ensure compliance with Section 409A of the Code and any
       regulations or other guidance thereunder (together, "Section 409A"). Any
       such amendment shall preserve, to the extent reasonably possible and in a
       manner intended to satisfy Section 409A and avoid the imputation of
       penalties or taxes under Section 409A, the original intent of the parties
       and the level of benefits hereunder.

31.    Survival.

       Upon the termination of this Agreement, the provisions of Sections 5, 6,
       7, 8, 9, 10, 11, 12, 13, 15, 21, 22, 23, 25, 27, 28, 29 and 31 shall
       survive.




                                       14
<PAGE>


       IN WITNESS WHEREOF, the Company and the Executive have executed this
Amended and Restated Employment Agreement as of the date first above written.

                                           THE COMPANY

                                           Ultratech, Inc.,
                                           a Delaware corporation


                                           By:   /s/ Vincent Sollitto
                                               ---------------------------------
                                               Vincent Sollitto
                                               Chairman, Compensation Committee
                                               of the Board of Directors




                                           THE EXECUTIVE


                                                 /s/ John E. Denzel
                                               ---------------------------------
                                                  John E. Denzel





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