**Exhibit 10.33****NOVELLUS SYSTEMS, INC. 2001 STOCK INCENTIVE PLAN*****[FOR DIRECTORS – REMOVE THIS HEADING BEFORE ISSUANCE]*****NOTICE OF RESTRICTED STOCK BONUS AWARD**   Grantee’s Name and Address:                            You (the “Grantee”) have been granted shares of Common Stock of the Company (the “Award”),subject to the terms and conditions of this Notice of Restricted Stock Bonus Award (the “Notice”),the Novellus Systems, Inc. 2001 Stock Incentive Plan, as amended from time to time (the “Plan”) andthe Restricted Stock Bonus Award Agreement (the “Agreement”) attached hereto, as follows. Unlessotherwise defined herein, the terms defined in the Plan shall have the same defined meanings inthis Notice.   Award Number        Date of Award        Total Number of Shares of Common Stock Awarded  5,000       Aggregate Fair Market Value of the Shares  $    Vesting Schedule:     Subject to the Grantee’s Continuous Service and other limitations set forth in this Notice,the Agreement and the Plan, the Shares will “vest” in accordance with the following schedule:One-third of the Shares shall vest on each yearly anniversary of the Date of Awardsuch that the Shares will be fully vested three (3) years after the Date of Award.In the event of a Corporate Transaction, 100% of the Shares shall become vestedimmediately prior to the effective date of such Corporate Transaction.At the time of the termination of the Grantee’s Continuous Service, the Board ofDirectors may, in the exercise of its sole discretion, accelerate the vesting of allor some portion of the remaining unvested Shares as the Board of Directorsdetermines is appropriate taking into account the circumstances of such termination.     For purposes of this Notice and the Agreement, the term “vest” shall mean, with respect to anyShares, that such Shares are no longer subject to forfeiture to the Company. Shares that have notvested are deemed “Restricted Shares.” If the Grantee would become vested in a
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fraction of a Restricted Share, such Restricted Share shall not vest until the Grantee becomesvested in the entire Share.     Except as set forth above, vesting shall cease upon the date of termination of the Grantee’sContinuous Service for any reason, including death or Disability. Except as set forth above, inthe event the Grantee’s Continuous Service is terminated for any reason, including death orDisability, any Restricted Shares held by the Grantee immediately following such termination ofContinuous Service shall be deemed reconveyed to the Company and the Company shall thereafter bethe legal and beneficial owner of the Restricted Shares and shall have all rights and interest inor related thereto without further action by the Grantee. The foregoing forfeiture provisions setforth in this Notice as to Restricted Shares shall apply to the new capital stock or other property(including cash paid other than as a regular cash dividend) received in exchange for the Shares inconsummation of any transaction described in Section 10 of the Plan and such stock or propertyshall be deemed Additional Securities (as defined in the Agreement) for purposes of the Agreement,but only to the extent the Shares are at the time covered by such forfeiture provisions.     IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that theAward is to be governed by the terms and conditions of this Notice, the Plan, and the Agreement.       Novellus Systems, Inc.,