**Exhibit 10.19**

**Execution Copy**

**AMENDED AND RESTATED EMPLOYMENT AGREEMENT**

This Amended and Restated Employment Agreement (“Agreement”), entered into effective July 24, 2008, is between Novellus Systems, Inc., a Californiacorporation (the “Company”), and Richard S. Hill (“Executive”) (collectively, “the parties”). 

**RECITALS**

1. Executive has been employed by the Company and is currently serving as the Chairman and Chief Executive Officer. 

2. The Company desires to continue to employ Executive and to assure itself of the continued services of Executive for the term of this Agreement, and Executivedesires to be employed by the Company for such period, upon the following terms and conditions. 

3. The Company and Employee have previously entered intoan Employment Agreement, dated as of March 11, 2005 (the “2005 Employment Agreement”), and now desire to amend and restate in its entirety the 2005 Employment Agreement with this Agreement to address the applicable requirementsof Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and to adopt certain other technical revisions. 

**AGREEMENT**

ACCORDINGLY, the parties agree as follows: 

****1. **Period of Employment**

(a) **Basic Term.** The Company shall continue to employ Executive to render services to the Company inthe position and with the duties and responsibilities described in Section 2 from the date of this Agreement through December 31, 2010 (the “Term Date”, and such initial period of continued employment under the Agreement,the “Basic Term”), unless Executive’s employment is terminated sooner in accordance with Section 4 below. 

(b) **Renewal.**The term and provisions of this Agreement shall automatically extend for additional two-year periods if Executive remains employed on and after December 31 of each year during the Basic Term, unless either party notifies the other in writing tothe contrary at least three (3) months prior to the applicable December 31 date that it, or he, does not want the term to so extend. Renewal extends the Term Date. 

 

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2. **Position, Duties, Responsibilities**

(a) **Position.** Executive is employed by the Company to render services to the Company in the position of Chairman and Chief Executive Officer and shall perform all services appropriate to that position, as wellas such other services as may reasonably be assigned by the Company. Executive shall devote his best efforts and full-time attention to the performance of his duties. Executive shall report to the Board of Directors of the Company. 

(b) **Other Activities.**Except upon the prior written consent of the Company, Executive will not (i) accept any other employment, or (ii) engage, directlyor indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that is or may be in conflict with, or that might place Executive in a conflicting position to that of, the Company. Notwithstanding the foregoing, whilethe Company does not request Executive’s service on the boards of directors of other corporations, the Company does not, in principle, object to such service where Executive would have no conflict of interest with duties owed to the Company.

(c) **Proprietary Information.**“Proprietary Information” is all information and any idea in whatever form, tangible or intangible,pertaining in any manner to the business of the Company, or any Affiliate, or its employees, clients, consultants, or business associates, which was produced by any employee of the Company, or any Affiliate, in the course of his or her employment orotherwise produced or acquired by or on behalf of the Company, or any Affiliate. All Proprietary Information not generally known outside of the Company’s organization, and all Proprietary Information so known only through improper means, shallbe deemed “Confidential Information.” Without limiting the foregoing definition, Proprietary and Confidential Information shall include, but not be limited to: (i) formulas, teaching and development techniques, processes, tradesecrets, computer programs, electronic codes, inventions, improvements, and research projects; (ii) information about costs, profits, markets, sales, and lists of customers or clients; (iii) business, marketing, and strategic plans; and(iv) employee personnel files and compensation information. Executive should consult any Company procedures instituted to identify and protect certain types of Confidential Information, which are considered by the Company to be safeguards inaddition to the protection provided by this Agreement. Nothing contained in those procedures or in this Agreement is intended to limit the effect of the other. 

(d) **General Restrictions on Use.** During the time that he is employed by the Company, Executive shall use Proprietary Information, and shall disclose Confidential Information, only for the benefit of the Company and as is necessary tocarry out his responsibilities under this Agreement. Following termination, Executive shall neither, directly or indirectly, use any Proprietary Information nor disclose any Confidential Information, except as expressly and 

 

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specifically authorized in writing by the Company. The publication of any Proprietary Information through literature or speeches must be approved in advancein writing by the Company. 

3. **Compensation.** In consideration of the services to be rendered under this Agreement, Executive shall be entitled tothe following: 

(a) The Company shall pay Executive a base annual salary of $878,000, payable bi-weekly. Executive’s salary will be reviewed from timeto time in accordance with the Company’s established procedures for adjusting salaries for similarly situated employees. Executive shall also be eligible to participate in the Company’s executive bonus plan, as already established by theCompany, and as may be amended from time to time in the Company’s sole discretion. 

(b) Executive shall be eligible to participate in theCompany’s employee benefit plans, and to receive perquisites of employment, as established by the Company, and as may be amended from time to time in the Company’s sole discretion at least equal to those provided to other Company officers.

(c) The Company shall have the right to deduct or withhold from the compensation due to Executive hereunder any and all sums required for federal incomeand social security taxes and all state or local taxes now applicable or that may be enacted and become applicable in the future. 

****4. **Terminationof Employment**

(a) **Termination By Death.** Executive’s employment shall terminate automatically upon the death of Executive. The Company shallpay to Executive’s beneficiaries or estate, as appropriate, any compensation then due and owing, and shall continue to pay Executive’s salary and benefits, bi-weekly, through the second full month after Executive’s death. As of thedate of death, all stock options available to Executive through the Term Date shall, in accordance with the terms of the Company’s stock option plan and Executive’s stock option agreements, be exercisable by the appropriate representativebeneficiary of Executive’s estate. Thereafter, all obligations of the Company under this Agreement shall cease. Nothing in this Section shall affect any entitlement of Executive’s heirs or designated beneficiaries to the benefits of anylife insurance plan or other applicable benefits. Upon Executive’s attainment of the age of 55 and still being employed by the Company, termination by death will automatically entitle Executive’s estate to the retirement benefits ofSection 4(e). 

(b) **Termination By Disability.** If, in the sole opinion of the Company, (i) Executive is unable to engage in any substantialgainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period 

 

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of not less than 12 months, or (ii) Executive is, by reason of any medically determinable physical or mental impairment which can be expected to resultin death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering the Company’s employees, then, tothe extent permitted by law, the Company may relieve Executive of his duties as Chief Executive Officer and Chairman. In such event, the Company shall pay to Executive all compensation to which Executive is entitled up through the last day of themonth in which the 180th day of his disability occurs, and thereafter, the Company shall continue to employ Executive at 66 2/3%of his base annual salary at the time of disability and shall include Executive in the Company’s health insurance benefit plans beginning on the 181st day of his disability, such payment of salary and inclusion in Company health insurancebenefits to continue until Executive reaches age 65. For the avoidance of doubt, Executive’s continued receipt of compensation under this Section 4(b) shall be taken into account for purposes of determining his length of employment serviceunder the Company’s existing officer retirement health benefit program, as evidenced by the July 2005 Board of Directors’ Resolution regarding Officers’ Retirement Medical and Dental Coverage. Any long term disability insurancepayments received by Executive shall be credited to the Company’s obligation for such disability payments. Executive’s rights to exercise stock options shall be in accordance with the terms of the Company’s stock option plan andExecutive’s stock option agreements. Nothing in this Section shall affect Executive’s rights under any disability plan in which he is a participant at the time his disability arises. 

(c) **Termination By Company Not For Cause.** At any time, the Company may terminate Executive’s employment with the Company for any reason by providingExecutive ninety (90) days’ advance written notice, provided that Executive shall, in addition to all compensation due and owing through the last day actually worked, receive the following: 

(i) The greater of a severance payment equal to two (2) years of Executive’s base salary as in effect on the date of his termination, or his base salary throughthe Term Date per paragraph 1(a) above. The severance payment will be made in the form of salary continuation for two years (the “Severance Period”), payable on the Company’s normal payroll schedule. 

(ii) An additional severance benefit equal to three hundred (300) percent of his annual base salary as in effect on the date of his termination, payable in a singlelump sum payment within thirty (30) days following his date of termination. 

(iii) Payment of Executive’s share of health insurance premiums forExecutive and his qualified dependents, in accordance with the Company’s existing officer retirement health benefit program, as evidenced by the July 2005 Board of Directors’ Resolution regarding Officers’ Retirement Medical andDental Coverage without regard to age or length of service limitations therein. 

 

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(iv) Executive’s stock options shall continue to vest during the Severance Period. Executive shall not be requiredto exercise such options until three (3) years following the end of the Severance Period during which three (3) year period he shall serve as a consultant to the Company on terms agreeable to Executive and the Company; provided, however,that in no event will the exercise period of each stock option described in this paragraph extend beyond its original term. 

(v) Executive’srestricted stock shall immediately vest on the date his termination becomes effective and, as a consequence, the Company’s right to repurchase such restricted stock shall immediately lapse on that date. 

(vi) The amount of any payment provided for in this Section 4(c) shall not be reduced, offset or subject to recovery by the Company by reason of any compensationearned by Executive as the result of employment by another employer during the Severance Period so long as Executive does not violate the provisions of Section 5(d) below. 

(vii) The severance benefits described in this Section 4(c) shall be conditioned upon Executive’s continued observance of the obligations described in Section 5(d) throughout the Severance Period.Should Executive engage in or pursue any of the activities described in Section 5(d) at any time during the Severance Period, all severance benefits described in this Section 4(d) shall cease. 

(d) **Termination By Company For Cause.** At any time, and without prior notice, the Company may terminate Executive’s employment for Cause (as defined below).The Company shall pay Executive all compensation then due and owing; thereafter, all of the Company’s obligations under this Agreement shall cease. Termination for “Cause” shall mean termination of Executive’s employment becauseof Executive’s (i) involvement in fraud, misappropriation or embezzlement related to the business or property of the Company; (ii) conviction for, or guilty plea to, a felony; (iii) willful material breach of this Agreement;(iv) willful and continued failure to substantially perform his duties under this Agreement, provided, however, that if such Cause is reasonably curable, the Company shall not terminate Executive’s employment hereunder unless the Companyfirst gives notice of its intention to terminate and the grounds of such termination, and Executive has not within ninety (90) days following receipt of this notice, cured such Cause. 

(e) **By Executive Not for Cause.** At any time, Executive may terminate his employment with the Company for any reason, with or without cause, by providing theCompany ninety (90) days’ advance written notice. The 

 

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Company shall have the option, in its complete discretion, to make termination of Executive’s employment effective at any time prior to the end of suchnotice period, provided the Company pays Executive all compensation due and owing through the last day actually worked, plus an amount equal to the base salary Executive would have earned through the balance of the above notice period. Thereafter,the Company shall have no further obligations under this Agreement, except as otherwise provided for in this Paragraph 4(e). In the event Executive terminates his employment pursuant to this Paragraph 4(e), the Company shall pay for Executive’sshare of health insurance premiums for Executive and his qualified dependents, in accordance with the Company’s existing officer retirement health benefit program, as evidenced by the Company’s July 2005 Board of Directors’ Resolutionregarding Officers’ Retirement Medical and Dental Coverage, without regard to age or length of service limitations therein. 

If Executive has attainedthe age of 55 when his employment with the Company terminates pursuant to this Paragraph 4(e), Executive shall be entitled to additional retirement benefits as defined below, provided Executive agrees to and does refrain from further employment asan executive and/or member of the board of directors of any company competing with the Company. The additional benefits are as follows: 

(i) An amount equalto 24 times his highest base monthly salary paid during his employment; and 

(ii) An additional amount equal to the following multiples of theExecutive’s highest base monthly salary paid during his employment, determined with reference to Executive’s attained age on the date his employment terminates: 12 times at age 56; 24 times at age 57; 36 times at age 58 or older. Nopayment shall be made under this subparagraph (ii) if Executive has not attained age 56 on the date his employment with the Company terminates pursuant to this Paragraph 4(e). 

The foregoing amounts shall be paid in the form of a single lump sum within thirty (30) days following Executive’s termination of employment under this Section 4(e); provided, however, that in the eventof Executive’s termination of employment on or prior to December 31, 2008, the foregoing amounts shall be paid in the form of five (5) substantially equal annual installments commencing thirty (30) days following his terminationof employment and the next following four (4) anniversaries thereof. 

The severance benefits described in this Section 4(e) shall be conditionedupon Executive’s continued observance of the obligations described in Section 5(d) throughout a two year period following his termination. Should Executive engage in or pursue any of the activities described in Section 5(d) at anytime during two years following his termination, all severance benefits described in this Section 4(e) shall cease. 

 

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In the event Executive becomes eligible to terminate his employment for Good Reason under Section 4(f) as a resultof a Change in Control, his entitlement to and amount of severance and related benefits, if any, shall be governed exclusively by Section 4(f) until the expiration of the two (2) year period commencing on the date of the Change in Control.From and after the expiration of such limitation, Executive’s entitlement to severance and related benefits shall be as determined under this Section 4, based on then-prevailing facts and circumstances. 

(f) **By Executive for Good Reason.** Executive may terminate, without liability, his employment with the Company for Good Reason (as defined below), providedExecutive gives the Company ninety (90) days’ advance written notice of the reason for termination and his intent to terminate this Agreement. During this period, the Company shall have an opportunity to correct the condition constitutingGood Reason. If the condition is remedied within this period, Executive’s notice to terminate shall be rescinded automatically; if not remedied, termination of the Executive’s employment shall become effective upon expiration of the abovenotice period. In this event, the Company shall pay Executive all compensation due and owing through the last day actually worked including any accrued but unused vacation. The Company shall also have the option, in its complete discretion, to maketermination effective at any time prior to the end of the notice period, provided that the Company pays Executive all compensation due and owing through the balance of the notice period (not to exceed ninety (90) days). Executive shall beentitled to exercise his right to terminate this Agreement for Good Reason only if he gives the required notice not more than two (2) years after the occurrence of the event that is the basis for the Good Reason. If Executive terminates hisemployment with the Company for Good Reason pursuant to the provisions of this Section 4(f), Executive shall receive the severance benefits described in and pursuant to the terms of subparagraphs 4(c)(i)-(vii) above. 

Termination shall be for “Good Reason” if Executive voluntarily resigns following: (i) a change in Executive’s position with the Company whichmaterially reduces Executive’s level of responsibility; (ii) a relocation of Executive’s principal place of employment by more than fifty (50) miles, provided and only if such change, reduction or relocation is effected by theCompany without Executive’s consent; (iii) a reduction in base compensation; (iv) a reduction in targeted bonus; or (v) any reduction in bonus payments not permitted by this Employment Agreement. 

If the Company undergoes a Change in Control (as defined below) and Executive accepts a position with the Company or its successor, as applicable, other than Chairmanand Chief Executive Officer, Executive will have the right to terminate 

 

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his employment for Good Reason at any time within the period starting on the date the Change in Control occurs and ending on the second anniversary of theChange in Control. In the event Executive terminates his employment under the circumstances described in the preceding sentence, any unvested stock options, restricted stock or similar awards held by Executive on the date of termination shallimmediately vest and become exercisable or released from any applicable restrictions on transfer or repurchase rights. For this purpose, “Change in Control” shall mean: 

(i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state in which the Company is incorporated; 

(ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company (including the capital stock of the Company’s subsidiarycorporations); 

(iii) approval by the Company’s shareholders of any plan or proposal for the complete liquidation or dissolution of the Company; or

(iv) any reverse merger in which the Company is the surviving entity but in which securities possessing more than fifty percent (50%) of the totalcombined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger. 

Notwithstanding any provision herein to the contrary, no payments of amounts that are subject to Section 409A of the Code shall be triggered by any Change in Control that would not be deemed to constitute a“change in the ownership or effective control, or in the ownership of a substantial portion of the assets” as defined in Section 409A of the Code and its related Treasury regulations. 

If any payment or benefit which Executive would receive pursuant to a Change in Control from the Company or otherwise (“Payment”) would(i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”),then such Payment shall be reduced to an amount that results in no portion of the Payment being subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary, such reduction shall occur inthe following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction in cashpayments; cancellation of accelerated vesting of stock awards; reduction in employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverseorder of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. 

 

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****5. **Termination Obligations**

(a) **Return of Company’s Property.** Executive hereby acknowledges and agrees that all personal property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists,blueprints, and other documents, or materials, or copies thereof, and equipment furnished to or prepared by Executive in the course of or incident to Executive’s employment, belong to the Company and shall be promptly returned to the Companyupon termination of Executive’s employment. 

(b) **Representations and Warranties Survive Termination of Employment.** The representations andwarranties contained herein, except Executive’s obligations under Section 2(b), shall survive termination of Executive’s employment and expiration of this Agreement. 

(c) **Cooperation in Pending Work.** Following any termination of Executive’s employment, Executive shall fully cooperate with the Company in all matters relating to the winding up of pending work on behalf ofthe Company and the orderly transfer of work to other employees of the Company. Executive shall also cooperate in the defense of any action brought by any third party against the Company that relates in any way to Executive’s acts or omissionswhile employed by the Company. 

(d) **Noncompetition.** Executive acknowledges and agrees that during his employment with the Company, he has had accessto confidential information and the activities forbidden by this subsection would necessarily involve the improper use and disclosure of this confidential information. To forestall this use or disclosure, Executive agrees that during the SeverancePeriod described in Section 4(c), Executive shall not, directly or indirectly, (i) divert or attempt to divert from the Company (or any Affiliate) any business of any kind in which it is engaged; (ii) employ or recommend foremployment any person employed by the Company (of any Affiliate); or (iii) engage in any business activity that is competitive with the Company (of any Affiliate) in any state where the Company conducts its business, unless Executive can provethat any of the above actions was done without the use of confidential information. In addition to the above restrictions on noncompetitive activity, and regardless of whether any use of confidential information is involved, Executive agrees thatduring the Severance Period Executive shall not, directly or indirectly, (i) solicit any customer of the Company (or any Affiliate) known to Executive (while he was employed by the Company) to have been a customer with respect to products orservices competitive with products or services offered by the Company; or (ii) solicit for employment any person employed by the Company (or any Affiliate). 

 

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****6. **Alternative Dispute Resolution**

The Company and Executive mutually agree that any controversy or claim arising out of or relating to this Agreement or the breach thereof, or any other dispute between the parties, shall be submitted to mediationbefore a mutually agreeable mediator, which cost is to be borne by the Company. In the event mediation is unsuccessful in resolving the claim or controversy, such claim or controversy shall be resolved by arbitration. The claims covered by thisAgreement (“Arbitrable Claims”) include, but are not limited to, claims for wages or other compensation due; claims for breach of any contract (including this Agreement) or covenant (express or implied); tort claims; claims fordiscrimination (including, but not limited to, race, sex, religion, national origin, age, marital status, medical condition, or disability); claims for benefits (except where an employee benefit or pension plan specifies that its claims procedureshall culminate in an arbitration procedure different from this one), and claims for violation of any federal, state, or other law, statute, regulation, or ordinance, except claims excluded in the following paragraph. The parties hereby waive anyrights they may have to trial by jury in regard to Arbitrable Claims. 

Claims Executive may have for workers’ compensation or unemploymentcompensation benefits are not covered by this Agreement. Also not covered is either party’s right to obtain provisional remedies or interim relief from a court of competent jurisdiction. 

Arbitration under this Agreement shall be the exclusive remedy for all Arbitrable Claims. The Company and Executive agree that arbitration shall be held in or near SantaClara County, California, and shall be in accordance with the then current Employment Dispute Resolution Rules of the American Arbitration Association, before an arbitrator licensed to practice law in the State of California. The arbitrator shallhave authority to award or grant both legal, equitable, and declaratory relief. Such arbitration shall be final and binding on the parties. The Federal Arbitration Act shall govern the interpretation and enforcement of this section pertaining toAlternative Dispute Resolution. The costs of the arbitrator shall be borne by the Company. 

This Agreement to mediate and arbitrate survives termination ofExecutive’s employment. 

****7. **Notices**

Allnotices or other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand or mailed, postage prepaid, by certified or registered mail, return receipt requested, andaddressed to the Company: 

Novellus Systems, Inc. 

4000 NorthFirst Street 

San Jose, CA 95134 

Attn: Corporate Secretary

 

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with a copy to: 

Morrison & Foerster LLP 

755 Page Mill Road 

Palo Alto, CA 94304-1018 

Attn: William D. Sherman, Esq. 

and to Executive at: 

Mr. Richard Hill 

NovellusSystems, Inc. 

4000 North First Street 

San Jose, CA 95134

with a copy to: 

Hillis Clark Martin & Peterson,P.C. 

500 Galland Building 

1221 Second Avenue 

Seattle, WA 98101-2925 

Attn: John L. West, Esq. 

206-623-1745 

Executive and the Company shall be obligated to notify theother party of any change in address. Notice of change of address shall be effective only when made in accordance with this Section. 

8. **TaxProvisions**

(a) Notwithstanding any other provision of this Agreement whatsoever, the Company shall have the right, after consulting with and securingthe approval of Executive, to provide for the application and effects of Section 409A of the Code (relating to deferred compensation arrangements) and any related regulatory or administrative guidance issued by the Internal Revenue Service suchthat the severance and other benefits provided under this Agreement shall not trigger the additional tax, interest, and any related penalties imposed by Section 409A(I)(B) of the Code. 

 

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(b) The Company shall delay the payment of any benefits payable under this Agreement as required to comply withSection 409A(a)(2)(B)(i) of the Code (relating to payments made to certain “specified employees” of certain publicly-traded companies) and in such event, any such amount to which Executive would otherwise be entitled during the six(6) month period immediately following his termination of employment shall instead be accumulated through and paid or provided, together with interest at the long-term applicable federal rate (annual compounding) under Section 1274(d) ofthe Code in effect on his termination of employment, on the first business day following the expiration of such six (6) month period, or if earlier, the date of his death. 

(c) The continued benefits provided under Sections 4(b), 4(c)(iii), 4(e), and 4(f) that are taxable benefits (and that are not disability pay or death benefit plans within the meaning of Section 409A of the Code)are intended to comply, to the maximum extent possible, with the exception to Section 409A of the Code set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations (and any successor thereto). To the extent that any of those benefitseither do not qualify for that exception, or are provided beyond the applicable time periods set forth in Section 1.409A-1(b)(9)(v) of the Treasury Regulations, then they shall be subject to the following additional rules: (i) the amountof in-kind benefits provided, during any calendar year shall not affect the amount of in-kind benefits to be provided, during any other calendar year; and (ii) the right to in-kind benefits shall not be subject to liquidation or exchange foranother benefit. 

(d) A scheduled payment to be made to Executive under this Agreement may be delayed to the extent that the Company reasonably anticipatesthat if the payment were made as scheduled, the Company’s deduction with respect to such payment would not be permitted due to the application of Section 162(m) of the Code; provided, however, that (i) any such payment that is delayedunder this provisions shall be credited with interest at the long-term applicable federal rate (annual compounding) under Section 1274(d) of the Code until such time as it is made to Executive, and (ii) any such delay shall be effected inaccordance with the requirements of Section 1.409A-2(b)(7)(i) of the Treasury regulations. 

****9. **Entire Agreement**

This Agreement is intended to be the final, complete, and exclusive statement of the terms of Executive’s employment by the Company. Except for any stock optionagreements and any other agreements evidencing a loan or trust from the Company to Executive (including but not limited to the two loan agreements between Executive and the Company dated July 3, 1997 and July 31, 1997, and the agreementevidencing the creation of a trust for the benefit of Executive dated May 26, 1994), this Agreement supersedes all other prior and contemporaneous agreements and statements pertaining in any manner to the 

 

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employment of Executive and it may not be contradicted by evidence of any prior or contemporaneous statements or agreements. To the extent that thepractices, policies, or procedures of the Company, now or in the future, apply to Executive and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. 

****10. **Amendments, Waivers******

This Agreement may not bemodified, amended, or terminated except by an instrument in writing, signed by Executive and by a duly authorized representative of the Company other than Executive. No failure to exercise and no delay in exercising any right, remedy, or power underthis Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power under this Agreement preclude any other or further exercise thereof, or the exercise of any other right, remedy, or powerprovided herein or by law or in equity. 

****11. **Assignment; Successors and Assigns**

Executive agrees that he will not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement, nor shallExecutive’s rights be subject to encumbrance or the claims of creditors. Any purported assignment, transfer, or delegation shall be null and void. Nothing in this Agreement shall prevent the consolidation of the Company with, or its mergerinto, any other corporation, or the sale by the Company of all or substantially all of its properties or assets, or the assignment by the Company of this Agreement and the performance of its obligations hereunder to any successor in interest. In theevent of a Change in Control of the Company, the terms of this Agreement will remain in effect and shall be binding upon any successor in interest. Notwithstanding and subject to the foregoing, this Agreement shall be binding upon and shall inure tothe benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those enumerated above. 

****12. **Severability; Enforcement**

If any provision of thisAgreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons,places, and circumstances shall remain in full force and effect. 

 

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****13. **Governing Law**

The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the law of the State of California. 

****14. **Acknowledgment of Parties**

The parties acknowledge (a) that they have consulted with or have had theopportunity to consult with independent counsel of their own choice concerning this Agreement, and (b) that they have read and understand the Agreement, are fully aware of its legal effect, and have entered into it freely based on their ownjudgment and not on any representations or promises other than those contained in this Agreement. 

****15. **Date of Agreement**

The parties have duly executed this Agreement as of the date first written above. 

 
EXECUTIVE
/s/ Richard Hill
Richard HillNOVELLUS SYSTEMS, INC.By: 
/s/ Jeffrey C. Benzing
Name: Jeffrey C. BenzingTitle: Executive Vice President, Chief Administrative Officer and Principal Financial Officer
 

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