**Exhibit10.4**NOVELLUS SYSTEMS, INC.AMENDED AND RESTATED 1992 EMPLOYEE STOCK PURCHASE PLAN(amended and restated February 15, 2007)     The following constitute the provisions of the Amended and Restated 1992 Employee StockPurchase Plan of Novellus Systems, Inc.     1. Purpose. The purpose of the Plan is to provide employees of the Company and itsDesignated Subsidiaries with an opportunity to purchase Common Stock of the Company throughaccumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an“Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code of 1986, as amended.The provisions of the Plan shall, accordingly, be construed so as to extend and limit participationin a manner consistent with the requirements of that section of the Code.     2. Definitions.          (a) “Board” shall mean the Board of Directors of the Company.          (b) “Code” shall mean the Internal Revenue Code of 1986, as amended.          (c) “Common Stock” shall mean the Common Stock, no par value, of the Company.          (d) “Company” shall mean Novellus Systems, Inc., a California corporation.          (e) “Compensation” shall mean all regular straight time gross earnings, exclusive ofpayments for overtime, shift premium, incentive compensation, incentive payments, bonuses,commissions or other compensation.          (f) “Continuous Status as an Employee” shall mean the absence of any interruption ortermination of service as an Employee. Continuous Status as an Employee shall not be consideredinterrupted in the case of a leave of absence agreed to in writing by the Company, provided thatsuch leave is for a period of not more than three (3) months or reemployment upon the expiration ofsuch leave is guaranteed by contract or statute. Where the period of leave exceeds three (3)months and the individual’s right to reemployment is not guaranteed either by statute or bycontract, the employment relationship will be deemed to have terminated on the first day after suchthree (3) month leave, for purposes of determining eligibility to participate in the Plan.          (g) “Designated Subsidiaries” shall mean the Subsidiaries which have been designatedby the Board from time to time in its sole discretion as eligible to participate in the Plan.          (h) “Employee” shall mean any person, including an officer, who is customarilyemployed for at least twenty (20) hours per week and more than five (5) months in a calendar yearby the Company or one of its Designated Subsidiaries.
 

 
          (i) “Exercise Date” shall mean the last day of each offering period of the Plan.          (j) “Offering Date” shall mean the first day of each offering period of the Plan.          (k) “Plan” shall mean this 1992 Employee Stock Purchase Plan, as amended and restated.          (l) “Subsidiary” shall mean a corporation, domestic or foreign, of which not less than50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporationnow exists or is hereafter organized or acquired by the Company or a Subsidiary.     3. Eligibility.          (a) Any person who is an Employee as of the Offering Date of a given offering period shall beeligible to participate in such offering period under the Plan, subject to the requirements ofparagraph 5(a) and the limitations imposed by Section 423(b) of the Code.          (b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be grantedan option under the Plan (i) if, immediately after the grant, such Employee (or any other personwhose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would ownstock and/or hold outstanding options to purchase stock possessing five percent (5%) or more of thetotal combined voting power or value of all classes of stock of the Company or of any subsidiary ofthe Company, or (ii) which permits his rights to purchase stock under all employee stock purchaseplans (described in Section 423 of the Code) of the Company and its subsidiaries to accrue at arate which exceeds Twenty-five Thousand dollars ($25,000) of fair market value of such stock(determined at the time such option is granted) for each calendar year in which such option isoutstanding at any time.     4. Offering Periods. The Plan shall be implemented by overlapping or consecutiveoffering periods of no more than six (6) months duration until the Plan is terminated in accordancewith paragraph 19 hereof. The Board of Directors of the Company shall have the power to change theduration of offering periods with respect to future offerings without shareholder approval if suchchange is announced at least fifteen (15) days prior to the scheduled beginning of the firstoffering period to be affected.     5. Participation.          (a) An eligible Employee may become a participant in the Plan by completing a subscriptionagreement authorizing payroll deduction on the form provided by the Company and filing it with theCompany’s Human Resource department during the open enrollment period prior to the applicableOffering Date, unless a later time for filing the subscription agreement is set by the Board forall eligible Employees with respect to a given offering.          (b) Payroll deductions for a participant shall commence on the first payroll following theOffering Date and shall end on the Exercise Date of the offering to which such
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authorization isapplicable, unless sooner terminated by the participant as provided in paragraph 10.     6. Payroll Deductions.          (a) At the time a participant files his subscription agreement, he shall elect to have payrolldeductions made on each payday during the offering period in an amount not exceeding fifteenpercent (15%) of the Compensation which he received on the payday immediately preceding theOffering Date, and the aggregate of such payroll deductions during the offering period shall notexceed the lesser of (i) 15% of his aggregate Compensation during said offering period, (ii) $5,000or (iii) such lesser amount determined by the Board at least fifteen (15) days prior to thescheduled beginning of the first offering period to be affected.          (b) All payroll deductions made by a participant shall be credited to his account under thePlan. A participant may not make any additional payments into such account.          (c) A participant may discontinue his participation in the Plan as provided in paragraph 10,or may lower, but not increase, the rate of his payroll deductions during the offering period bycompleting or filing with the Company a new authorization for payroll deduction. The change inrate shall be effective fifteen (15) days following the Company’s receipt of the new authorization.     7. Grant of Option.          (a) On the Offering Date of each offering period, each eligible Employee participating in thePlan shall be granted an option to purchase (at the per share option price determined in accordancewith paragraph 7(b), below) a number of shares of the Company’s Common Stock determined by dividingsuch Employee’s payroll deductions to be accumulated during such offering period (not to exceed theamount determined in accordance with paragraph 6(a), above) by the option price per sharedetermined in accordance with paragraph 7(b), below, subject to the limitations set forth inparagraphs 3(b) and 12 hereof; provided, however, that the maximum number of shares that may bepurchased by any Employee under any offering period is 1,000 shares.          (b) The option price per share of the shares offered in a given offering period shall be thelower of: (i) 85% of the fair market value of a share of the Common Stock of the Company on theOffering Date; or (ii) 85% of the fair market value of a share of the Common Stock of the Companyon the Exercise Date. The fair market value of the Company’s Common Stock on a given date shall bedetermined by the Board in its good faith discretion; provided, however, that where there is apublic market for the Common Stock, the fair market value per share shall be the closing bid priceor last sale price of the Common Stock for such date (or, if no closing bid or last sales price wasreported on such date, on the last trading date such closing bid or last sales price was reported),as reported in the Wall Street Journal (or, if not so reported, as reported in such othersource as the Board deems reliable).
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     8. Exercise of Option. Unless a participant withdraws from the Plan as provided inparagraph 10, his option for the purchase of shares will be exercised automatically on the ExerciseDate of the offering period, and the maximum number of full shares subject to option will bepurchased for him at the applicable option price with the accumulated payroll deductions in hisaccount. The shares purchased upon exercise of an option hereunder shall be deemed to betransferred to the participant on the Exercise Date. During his lifetime, a participant’s optionto purchase shares hereunder is exercisable only by him.     9. Delivery. After the Exercise Date of each offering period, the Company shallarrange the delivery to each participant, or to a broker designated by the Company, as appropriate,of the shares purchased upon exercise of his option. Any cash remaining to the credit of aparticipant’s account under the Plan after a purchase by him of shares at the termination of eachoffering period, or which is insufficient to purchase a full share of Common Stock of the Company,shall be returned to said participant.     10. Withdrawal; Termination of Employment.          (a) A participant may withdraw all but not less than all the payroll deductions credited tohis account under the Plan at any time up to fifteen (15) days prior to the Exercise Date of theoffering period by giving written notice to the Company. All of the participant’s payrolldeductions credited to his account will be paid to him after receipt of his notice of withdrawaland his option for the current period will be automatically terminated, and no further payrolldeductions for the purchase of shares will be made during the offering period.          (b) Upon termination of the participant’s Continuous Status as an Employee prior to theExercise Date of the offering period for any reason, including retirement or death, the payrolldeductions credited to his account will be returned to him or, in the case of his death, to theperson or persons entitled thereto under paragraph 14, and his option will be automaticallyterminated.          (c) In the event an Employee fails to remain in Continuous Status as an Employee of theCompany for at least twenty (20) hours per week during the offering period in which the employee isa participant, he will be deemed to have elected to withdraw from the Plan and the payrolldeductions credited to his account will be returned to him and his option terminated.          (d) A participant’s withdrawal from an offering will not have any effect upon his eligibilityto participate in a succeeding offering or in any similar plan which may hereafter be adopted bythe Company. If a participant withdraws from an offering, payroll deductions will not resume atthe beginning of a succeeding offering period unless the participant delivers to the Company a newsubscription agreement in accordance with paragraph 5(a).     11. Interest. No interest shall accrue on the payroll deductions of a participant inthe Plan.     12. Stock.
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          (a) The maximum number of shares of the Company’s Common Stock which shall be made availablefor sale under the Plan shall be 5,900,000 shares, subject to adjustment upon changes incapitalization of the Company as provided in paragraph 18. If the total number of shares whichwould otherwise be subject to options granted pursuant to paragraph 7(a) hereof on the OfferingDate of an offering period exceeds the number of shares then available under the Plan (afterdeduction of all shares for which options have been exercised or are then outstanding), the Companyshall make a prorata allocation of the shares remaining available for option grantin as uniform a manner as shall be practicable and as it shall determine to be equitable. In suchevent, the Company shall give written notice of such reduction of the number of shares subject tothe option to each Employee affected thereby and shall similarly reduce the rate of payrolldeductions, if necessary.          (b) The participant will have no interest or voting right in shares covered by his optionuntil such option has been exercised.          (c) Shares to be delivered to a participant under the Plan will be registered in the name ofthe participant.     13. Administration. The Plan shall be administered by the Board of the Company or acommittee of members of the Board appointed by the Board. The administration, interpretation orapplication of the Plan by the Board or its committee shall be final, conclusive and binding uponall participants. Members of the Board who are eligible Employees are permitted to participate inthe Plan, provided that:          (a) Members of the Board who are eligible to participate in the Plan may not vote on anymatter affecting the administration of the Plan or the grant of any option pursuant to the Plan.          (b) If a Committee is established to administer the Plan, no member of the Board who iseligible to participate in the Plan may be a member of the Committee.     14. Designation of Beneficiary.          (a) A participant may file a written designation of a beneficiary who is to receive any sharesand cash, if any, from the participant’s account under the Plan in the event of such participant’sdeath subsequent to the end of the offering period but prior to delivery to him of such shares andcash. In addition, a participant may file a written designation of a beneficiary who is to receiveany cash from the participant’s account under the Plan in the event of such participant’s deathprior to the Exercise Date of the offering period.          (b) Such designation of beneficiary may be changed by the participant at any time by writtennotice. In the event of the death of a participant and in the absence of a beneficiary validlydesignated under the Plan who is living at the time of such participant’s death, the Company shalldeliver such shares and/or cash to the executor or administrator of the estate of the participant,or if no such executor or administrator has been appointed (to the knowledge of the Company), theCompany, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse,dependent or
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relative is known to the Company, then to such other person as the Company maydesignate.     15. Transferability. Neither payroll deductions credited to a participant’s accountnor any rights with regard to the exercise of an option or to receive shares under the Plan may beassigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws ofdescent and distribution or as provided in paragraph 14 hereof) by the participant. Any suchattempt at assignment, transfer, pledge or other disposition shall be without effect, except thatthe Company may treat such act as an election to withdraw funds in accordance with paragraph 10.     16. Use of Funds. All payroll deductions received or held by the Company under thePlan may be used by the Company for any corporate purpose, and the Company shall not be obligatedto segregate such payroll deductions.     17. Reports. Individual accounts will be maintained for each participant in the Plan.     18. Adjustments Upon Changes in Capitalization. Subject to any required action by theshareholders of the Company, the number of shares of Common Stock covered by each option under thePlan which has not yet been exercised and the number of shares of Common Stock which have beenauthorized for issuance under the Plan but have not yet been placed under option (collectively, the“Reserves”), as well as the price per share of Common Stock covered by each option under the Planwhich has not yet been exercised, shall be proportionately adjusted for any increase or decrease inthe number of issued shares of Common Stocks resulting from a stock split, reverse stock split,stock dividend, combination or reclassification of the Common Stock, or any other increase ordecrease in the number of shares of Common Stock effected without receipt of consideration by theCompany; provided, however, that conversion of any convertible securities of the Company shall notbe deemed to have been “effected without receipt of consideration”. Such adjustment shall be madeby the Board, whose determination in that respect shall be final, binding and conclusive. Exceptas expressly provided herein, no issue by the Company of shares of stock of any class, orsecurities convertible into shares of stock of any class, shall affect, and no adjustment by reasonthereof shall be made with respect to, the number or price of shares of Common Stock subject to anoption.     In the event of the proposed dissolution or liquidation of the Company, the offering periodwill terminate immediately prior to the consummation of such proposed action, unless otherwiseprovided by the Board. In the event of a proposed sale of all or substantially all of the assetsof the Company, or the merger of the Company with or into another corporation, each option underthe Plan shall be assumed by such successor corporation or a parent or subsidiary of such successorcorporation, unless the Board, in the exercise of its sole discretion and in lieu of suchassumption, determines to shorten the offering period then in progress by setting a new ExerciseDate (the “New Exercise Date”). If the Board shortens the offering period then in progress in lieuof assumption, the Board shall notify each participant in writing at least ten (10) business daysprior to the New Exercise Date, that the Exercise Date for the participant’s option has beenchanged to the New Exercise Date and that either:
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          (a) the participant’s option will be exercised automatically on the New Exercise Date, unlessprior to such date the participant has withdrawn from the offering period as provided in Section10; or          (b) the Company shall pay to the participant on the New Exercise Date an amount in cash, cashequivalents, or property as determined by the Board that is equal to the excess, if any, of (i) thefair market value of the shares subject to the option over (ii) the aggregate option price had theparticipant’s option been exercised automatically under part (a) above. In addition, all remainingaccumulated payroll deduction amounts shall be returned to the participant.     For purposes of this paragraph 18, an option granted under the Plan shall be deemed to beassumed if the option is replaced with a comparable option with respect to shares of capital stockof the successor corporation or parent thereof. The determination of option comparability shall bemade by the Board and its determination shall be final, binding and conclusive on all persons.     The Board may, if it so determines in the exercise of its sole discretion, also make provisionfor adjusting the Reserves, as well as the price per share of Common Stock covered by eachoutstanding option, in the event that the Company effects one or more reorganizations,recapitalizations, rights offerings or other increases or reductions of shares of its outstandingCommon Stock, and in the event of the Company being consolidated with or merged into any othercorporation.     19. Amendment or Termination. The Board of Directors of the Company may at any timeterminate or amend the Plan. Except as provided in paragraph 18, no such termination can affectoptions previously granted, nor may an amendment make any change in any option theretofore grantedwhich adversely affects the rights of any participant, nor may an amendment be made without priorapproval of the shareholders of the Company (obtained in the manner described in paragraph 21) ifsuch amendment would:          (a) Increase the number of shares that may be issued under the Plan;          (b) Permit payroll deductions at a rate in excess of the lesser of (i) fifteen percent (15%)of the participant’s Compensation or (ii) $5,000 per offering period;          (c) Change the designation of the employees (or class of employees) eligible for participationin the Plan; or          (d) If the Company has a class of equity securities registered under Section 12 of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”) at the time of such amendment,materially increase the benefits which may accrue to participants under the Plan.     If any amendment requiring shareholder approval under this paragraph 19 of the Plan is madesubsequent to the first registration of any class of equity securities by the Company under Section12 of the Exchange Act, such shareholder approval shall be solicited as described in paragraph 21of the Plan.
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     20. Notices. All notices or other communications by a participant to the Companyunder or in connection with the Plan shall be deemed to have been duly given when received in theform specified by the Company at the location, or by the person, designated by the Company for thereceipt thereof.     21. Shareholder Approval.          (a) Continuance of the Plan shall be subject to approval by the shareholders of the Companywithin twelve (12) months before or after the date the Plan is adopted. If such shareholderapproval is obtained at a duly held shareholders’ meeting, it must be obtained by the affirmativevote of the holders of a majority of the votes cast at a shareholders’ meeting at which a quorumrepresenting a majority of all outstanding voting stock is, either in person or by proxy, presentand voting on the Plan; or if such shareholder approval is obtained by written consent, it must beobtained by the written consent of the holders of a majority of the outstanding shares of theCompany entitled to vote on the Plan; provided, however, that approval at a meeting or by writtenconsent may be obtained by a lesser degree of shareholder approval if the Board determines, in itsdiscretion after consultation with the Company’s legal counsel, that such a lesser degree ofshareholder approval will comply with all applicable laws and will not adversely affect thequalification of the Plan under Section 423 of the Code.          (b) If any required approval by the shareholders of the Plan itself or of any amendmentthereto is solicited at any time otherwise than substantially in accordance with Section 14(a) ofthe Exchange Act and the rules and regulations promulgated thereunder, then the Company shall, ator prior to the first annual meeting of shareholders held subsequent to the granting of an optionhereunder to an officer or director, do the following:               (i) furnish in writing to the holders entitled to vote for the Plan substantially the sameinformation which would be required (if proxies to be voted with respect to approval or disapprovalof the Plan or amendment were then being solicited) by the rules and regulations in effect underSection 14(a) of the Exchange Act at the time such information is furnished; and               (ii) file with, or mail for filing to, the Securities and Exchange Commission four copies ofthe written information referred to in subsection (i) hereof not later than the date on which suchinformation is first sent or given to shareholders.     22. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to anoption unless the exercise of such option and the issuance and delivery of such shares pursuantthereto shall comply with all applicable provisions of law, domestic or foreign, including, withoutlimitation, the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, therules and regulations promulgated thereunder, and the requirements of any stock exchange upon whichthe shares may then be listed, and shall be further subject to the approval of counsel for theCompany with respect to such compliance.     23. Term of Plan. The Plan shall become effective upon the earlier to occur of itsadoption by the Board of Directors or its approval by the shareholders of the Company asdescribed in paragraph 21. It shall continue in effect for a term of twenty (20) years unlesssooner
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terminated under paragraph 19.     24. Plan History. In May 1992 the Board adopted, and the shareholders approved, thePlan. In January 1995 the Board adopted, and in May 1995 the shareholders ratified, an amendmentto the Plan to increase the number of shares available for issuance under the Plan from 150,000 to250,000 shares. In March 1996, the Board approved, and in May 1996 the shareholders ratified, anamendment to the Plan to increase the number of shares available for issuance thereunder from250,000 shares to 290,000 shares. In April 1997, the Board approved, and in May 1997 theshareholders ratified, an amendment to the Plan increasing the number of shares available forissuance thereunder from 290,000 shares to 350,000 shares. In September 1997, the Company declareda stock split, thus increasing the number of shares reserved for issuance under the Plan to 700,000shares. In March 1998, the Board approved, and in May 1998 the shareholders ratified, an amendmentto the Plan increasing the number of shares available for issuance thereunder from 700,000 sharesto 950,000 shares. In February 1999, the Board approved, and in May 1999 the shareholdersratified, an amendment to the Plan increasing the number of shares available for issuancethereunder from 950,000 shares to 1,300,000 shares. In December 1999, the Company declared a stocksplit, thus increasing the number of shares reserved for issuance under the Plan to 3,900,000shares. In March 2002, the Board approved, and in May 2002 the shareholders ratified, an amendmentto the Plan increasing the number of shares available for issuance thereunder by 1,000,000 sharesfrom 3,900,000 shares to 4,900,000 shares. In March 2005, subject to shareholder approval, theBoard approved an amendment to the Plan in order to (a) increase the number of shares available forissuance thereunder by 1,000,000 shares from 4,900,000 shares to 5,900,000 shares and (b) revisevarious administrative provisions of the Plan as well as the termination provisions (underparagraph 18 of the Plan) in the event of a sale of all or substantially all of the assets of theCompany or a merger of the Company. The amendment of the various administrative provisions andparagraph 18 of the Plan, if approved by the shareholders, shall be effective for offering periodsbeginning on or after May 1, 2005. In February 2007, subject to shareholder approval, the Boardapproved an amendment to the Plan increasing the number of shares available for issuance thereunderby 1,000,000 shares from 4,900,000 shares to 5,900,000 shares.
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