**Exhibit 10.9**

**NOVELLUS SYSTEMS, INC.**

**2001 STOCK INCENTIVE PLAN**

**(Amended and Restated February 15, 2007)**

1. Purposes of the Plan. The purposes of this Stock Incentive Plan are to attract and retain the best available personnel, to provide additional incentive to Employees, Directors and Consultants and to promote the success of theCompany’s business. 

2. Definitions. As used herein, the following definitions shall apply: 

(a) “Administrator” means the Board or any of the Committees appointed to administer the Plan. 

(b) “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms inRule 12b-2 promulgated under the Exchange Act. 

(c) “Applicable Laws” means the legal requirementsrelating to the administration of stock incentive plans, if any, under applicable provisions of federal securities laws, state corporate and securities laws, the Code, the rules of any applicable stock exchange or national market system, and therules of any foreign jurisdiction applicable to Awards granted to residents therein. 

(d) “Award” means thegrant of an Option, Restricted Stock or Restricted Stock Unit under the Plan. 

(e) “Award Agreement” meansthe written agreement evidencing the grant of an Award executed by the Company and the Grantee, including any amendments thereto. 

(f) “Board” means the Board of Directors of the Company. 

(g) “Code” means theInternal Revenue Code of 1986, as amended. 

(h) “Committee” means any committee appointed by the Board toadminister the Plan. 

(i) “Common Stock” means the common stock of the Company. 

(j) “Company” means Novellus Systems, Inc., a California corporation. 

(k) “Consultant” means any person (other than an Employee or a Director, solely with respect to rendering services insuch person’s capacity as a Director) who is engaged by the Company or any Related Entity to render consulting or advisory services to the Company or such Related Entity. 

 

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(l) “Continuous Service” means that the provision of services to theCompany or a Related Entity in any capacity of Employee, Director or Consultant is not interrupted or terminated. In jurisdictions requiring notice in advance of an effective termination as an Employee, Director or Consultant, Continuous Serviceshall be deemed terminated upon the actual cessation of providing services to the Company or a Related Entity notwithstanding any required notice period that must be fulfilled before a termination as an Employee, Director or Consultant can beeffective under Applicable Laws. A Grantee’s Continuous Service shall be deemed to have terminated either upon an actual termination of Continuous Service or upon the entity for which the Grantee provides services ceasing to be a RelatedEntity. Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entity, or any successor, in any capacity of Employee, Director or Consultant,or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director or Consultant (except as otherwise provided in the Award Agreement). An approved leave ofabsence shall include sick leave, military leave, or any other authorized personal leave. For purposes of each Incentive Stock Option granted under the Plan, if such leave exceeds three (3) months, and reemployment upon expiration of such leaveis not guaranteed by statute or contract, then the Incentive Stock Option shall be treated as a Nonstatutory Stock Option on the day three (3) months and one (1) day following the expiration of such three (3) month period. 

(m) “Corporate Transaction” means any of the following transactions: 

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

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

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

(iv) any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which the Company is the surviving entity but(A) the shares of Common Stock outstanding immediately prior to such merger are converted or exchanged by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessingmore than fifty percent (50%) of the total combined 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 or the initialtransaction culminating in such merger; or 

(v) acquisition in a single or series of related transactions by any person orrelated group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the 

 

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Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities butexcluding any such transaction or series of related transactions that the Administrator determines shall not be a Corporate Transaction. 

(n) “Covered Employee” means an Employee who is a “covered employee” under Section 162(m)(3) of the Code. 

(o) “Director” means a member of the Board or the board of directors of any Related Entity. 

(p) “Disability” means a Grantee would qualify for benefit payments under the long-term disability policy of the Companyor the Related Entity to which the Grantee provides services regardless of whether the Grantee is covered by such policy. If the Company or the Related Entity to which the Grantee provides service does not have a long-term disability plan in place,“Disability” means that a Grantee is permanently unable to carry out the responsibilities and functions of the position held by the Grantee by reason of any medically determinable physical or mental impairment. A Grantee will not beconsidered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion. 

(q) “Employee” means any person, including an Officer or Director, who is an employee of the Company or any Related Entity. The payment of a director’s fee by the Company or a Related Entityshall not be sufficient to constitute “employment” by the Company. 

(r) “Exchange Act” means theSecurities Exchange Act of 1934, as amended. 

(s) “Fair Market Value” means, that as of any date, the valueof Common Stock determined as follows: 

(i) If the Common Stock is listed on one or more established stock exchanges ornational market systems, including without limitation The NASDAQ Global Select Market, The NASDAQ Global Market or The NASDAQ Capital Market of The NASDAQ Stock Market LLC, its Fair Market Value shall be the closing sales price for such stock (orthe closing bid, if no sales were reported) as quoted on the principal exchange or system on which the Common Stock is listed (as determined by the Administrator) on the date of determination (or, if no closing sales price or closing bid wasreported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; 

(ii) If the Common Stock is regularly quoted on an automated quotation system (including the OTC Bulletin Board) or by a recognizedsecurities dealer, its Fair Market Value shall be the closing sales price for such stock as quoted on such system or by such securities dealer on the date of determination, but if selling prices are not reported, the Fair Market Value of a share ofCommon Stock shall be the mean between the high bid and low asked prices for the Common Stock on the date of determination (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The Wall StreetJournal or such other source as the Administrator deems reliable; or 

 

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(iii) In the absence of an established market for the Common Stock of the type describedin (i) and (ii), above, the Fair Market Value thereof shall be determined by the Administrator in good faith. 

(t)“Grantee” means an Employee, Director or Consultant who receives an Award pursuant to an Award Agreement under the Plan. 

(u) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code. 

(v) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option. 

(w) “Officer” means a person who is an officer of the Company or a Related Entity within the meaning of Section 16of the Exchange Act and the rules and regulations promulgated thereunder. 

(x) “Option” means an option topurchase Shares pursuant to an Award Agreement granted under the Plan. 

(y) “Outside Director” means aDirector who is not an Employee. 

(z) “Parent” means a “parent corporation,” whether now orhereafter existing, as defined in Section 424(e) of the Code. 

(aa) “Performance - Based Compensation”means compensation qualifying as “performance-based compensation” under Section 162(m) of the Code. 

(bb)“Plan” means this 2001 Stock Incentive Plan. 

(cc) “Related Entity” means any Parent,Subsidiary and any business, corporation, partnership, limited liability company or other entity in which the Company, a Parent or a Subsidiary holds a substantial ownership interest, directly or indirectly. 

(dd) “Related Entity Disposition” means the sale, distribution or other disposition by the Company, a Parent or aSubsidiary of all or substantially all of the interests of the Company, a Parent or a Subsidiary in any Related Entity effected by a sale, merger or consolidation or other transaction involving that Related Entity or the sale of all or substantiallyall of the assets of that Related Entity, other than any Related Entity Disposition to the Company, a Parent or a Subsidiary. 

(ee) “Restricted Stock” means Shares issued under the Plan to the Grantee for such consideration, if any, and subject to such restrictions on transfer, rights of first refusal, repurchase provisions, forfeiture provisions,and other terms and conditions as established by the Administrator. 

 

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(ff) “Restricted Stock Units” means an Award which may be earned inwhole or in part upon the passage of time or the attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as established bythe Administrator. 

(gg) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or anysuccessor thereto. 

(hh) “Share” means a share of the Common Stock. 

(ii) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined inSection 424(f) of the Code. 

3. Stock Subject to the Plan. 

(a) Subject to the provisions of Section 10, below, the maximum aggregate number of Shares which may be issued pursuant to all Awardsis 14,860,000 Shares, plus the number of Shares that remain available for grants of awards under the Company’s 2001 Non-Qualified Stock Option Plan (the “2001 NQ Plan”) as of May 11, 2007, plus any Shares that would otherwisereturn to the 2001 NQ Plan as a result of forfeiture, termination or expiration of awards previously granted under the 2001 NQ Plan; provided, however, that the maximum aggregate number of Shares which may be issued pursuant to all Awards ofRestricted Stock and Restricted Stock Units is 4,636,000 and that the maximum aggregate number of Shares which may be issued pursuant to all Awards of Incentive Stock Options is 14,000,000 Shares (with all such Share amounts and limits subject tothe provisions of Section 10, below). The Shares to be issued pursuant to Awards may be authorized, but unissued, or reacquired Common Stock.****

(b) Any Shares covered by an Award (or portion of an Award) which is forfeited or canceled, expires or is settled in cash, shall be deemed not to have been issued for purposes of determining the maximum aggregatenumber of Shares which may be issued under the Plan. Shares that actually have been issued under the Plan pursuant to an Award shall not be returned to the Plan and shall not become available for future issuance under the Plan, except that ifunvested Shares are forfeited, or repurchased by the Company at the lower of their original purchase price or their Fair Market Value at the time of repurchase, such Shares shall become available for future grant under the Plan. Notwithstandinganything to the contrary contained herein: (i) Shares tendered or withheld in payment of an Option exercise price shall not be returned to the Plan and shall not become available for future issuance under the Plan; and (ii) Shares withheldby the Company to satisfy any tax withholding obligation shall not be returned to the Plan and shall not become available for future issuance under the Plan. 

 

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4. Administration of the Plan. 

(a) Plan Administrator. 

(i) Administration with Respect to Directors and Officers. With respect to grants of Awards to Directors or Employees who are also Officers or Directors of the Company, the Plan shall be administered by(A) the Board or (B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws and to permit such grants and related transactions under the Plan to be exempt fromSection 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. 

(ii) Administration With Respect to Consultants and Other Employees. With respect to grants of Awards to Employees or Consultantswho are neither Directors nor Officers of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws.Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. 

(iii) Administration With Respect to Covered Employees. Notwithstanding the foregoing, grants of Awards to any Covered Employee intended to qualify as Performance-Based Compensation shall be made only by a Committee (or subcommitteeof a Committee) which is comprised solely of two or more Directors eligible to serve on a committee making Awards qualifying as Performance-Based Compensation. In the case of such Awards granted to Covered Employees, references to the“Administrator” or to a “Committee” shall be deemed to be references to such Committee or subcommittee. 

(iv) Administration Errors. In the event an Award is granted in a manner inconsistent with the provisions of this subsection (a), such Award shall be presumptively valid as of its grant date to the extent permitted by theApplicable Laws. 

(b) Powers of the Administrator. Subject to Applicable Laws and the provisions of the Plan(including any other powers given to the Administrator hereunder), and except as otherwise provided by the Board, the Administrator shall have the authority, in its discretion: 

(i) to select the Employees, Directors and Consultants to whom Awards may be granted from time to time hereunder; 

(ii) to determine whether and to what extent Awards are granted hereunder; 

(iii) to determine the number of Shares or the amount of other consideration to be covered by each Award granted hereunder; 

(iv) to approve forms of Award Agreements for use under the Plan; 

(v) to determine the terms and conditions of any Award granted hereunder; 

 

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(vi) to amend the terms of any outstanding Award granted under the Plan, provided that(A) any amendment that would adversely affect the Grantee’s rights under an outstanding Award shall not be made without the Grantee’s written consent, provided, however, that an amendment or modification that may cause an IncentiveStock Option to become a Non-Qualified Stock Option shall not be treated as adversely affecting the rights of the Grantee, (B) the reduction of the exercise price of any Option awarded under the Plan shall be subject to shareholder approval and(C) canceling an Option at a time when its exercise price exceeds the Fair Market Value of the underlying Shares, in exchange for another Option, Restricted Stock or other Award shall be subject to shareholder approval, unless the cancellationand exchange occurs in connection with a Corporate Transaction; 

(vii) to construe and interpret the terms of the Plan andAwards granted pursuant to the Plan, including without limitation, any notice of Award or Award Agreement, granted pursuant to the Plan; 

(viii) to grant Awards to Employees, Directors and Consultants employed outside the United States on such terms and conditions different from those specified in the Plan as may, in the judgment of the Administrator,be necessary or desirable to further the purpose of the Plan; and 

(ix) to take such other action, not inconsistent with theterms of the Plan, as the Administrator deems appropriate. 

The express grant in the Plan of any specific power to the Administrator shall not be construedas limiting any power or authority of the Administrator; provided that the Administrator may not exercise any right or power reserved to the Board. Any decision made, or action taken, by the Administrator or in connection with the administration ofthis Plan shall be final, conclusive and binding on all persons having an interest in the Plan. 

5. Eligibility. Awards other thanIncentive Stock Options may be granted to Employees, Directors and Consultants. Incentive Stock Options may be granted only to Employees of the Company, a Parent or a Subsidiary. An Employee, Director or Consultant who has been granted an Award may,if otherwise eligible, be granted additional Awards. Awards may be granted to such Employees, Directors or Consultants who are residing in foreign jurisdictions as the Administrator may determine from time to time. 

6. Terms and Conditions of Awards. 

(a) Type of Awards. The Administrator is authorized under the Plan to award Options, Restricted Stock and Restricted Stock Units with a fixed or variable price related to the Fair Market Value of the Shares andwith an exercise or conversion privilege related to the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions. 

(b) Designation of Award. Each Award shall be designated in the Award Agreement. In the case of an Option, the Option shall bedesignated as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, an Option 

 

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will qualify as an Incentive Stock Option under the Code only to the extent the $100,000 dollar limitation of Section 422(d) of the Code is notexceeded. The $100,000 limitation of Section 422(d) of the Code is calculated based on the aggregate Fair Market Value of the Shares subject to Options designated as Incentive Stock Options which become exercisable for the first time by aGrantee during any calendar year (under all plans of the Company or any Parent or Subsidiary of the Company). For purposes of this calculation, Incentive Stock Options shall be taken into account in the order in which they were granted, and the FairMarket Value of the Shares shall be determined as of the grant date of the relevant Option. 

(c) Conditions of Award.Subject to the terms of the Plan, the Administrator shall determine the provisions, terms, and conditions of each Award including, but not limited to, the Award vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions,form of payment (cash, Shares, or other consideration) upon settlement of the Award, payment contingencies, and satisfaction of any performance criteria. The performance criteria established by the Administrator may be based on any one of, orcombination of, the following: (i) increase in share price, (ii) earnings per share, (iii) total shareholder return, (iv) operating margin, (v) gross margin, (vi) return on equity, (vii) return on assets,(viii) return on investment, (ix) operating income, (x) net operating income, (xi) pre-tax profit, (xii) cash flow, (xiii) revenue, (xiv) expenses, (xv) earnings before interest, taxes and depreciation,(xvi) economic value added and (xvii) market share. For Awards that are not intended to qualify as Performance-Based Compensation, the performance criteria established by the Administrator may be based on personal management objectives, orother measures of performance selected by the Administrator. The performance criteria may be applicable to the Company, Related Entities and/or any individual business units of the Company or any Related Entity. Partial achievement of the specifiedcriteria may result in a payment or vesting corresponding to the degree of achievement as specified in the Award Agreement. 

(d) Acquisitions and Other Transactions. The Administrator may issue Awards under the Plan in settlement, assumption or substitution for, outstanding awards or obligations to grant future awards in connection with the Company or aRelated Entity acquiring another entity, an interest in another entity or an additional interest in a Related Entity whether by merger, stock purchase, asset purchase or other form of transaction. 

(e) Deferral of Award Payment. The Administrator may establish one or more programs under the Plan to permit selected Grantees theopportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance criteria, or other event that absent the election would entitle the Grantee to payment or receipt of Shares or other consideration under anAward. The Administrator may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or other earnings, if any, on amounts, Shares or other consideration so deferred, and such otherterms, conditions, rules and procedures that the Administrator deems advisable for the administration of any such deferral program. 

(f) Separate Programs. The Administrator may establish one or more separate programs under the Plan for the purpose of issuing particular forms of Awards to one or more classes of Grantees on such terms and conditions as determinedby the Administrator from time to time. 

 

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(g) Individual Limitations on Awards. 

(i) Individual Limit for Options. The maximum number of Shares with respect to which Options may be granted to any Grantee in anyfiscal year of the Company shall be 600,000 Shares. In connection with a Grantee’s commencement of Continuous Service, a Grantee may be granted Options for up to an additional 1,200,000 Shares which shall not count against the limit set forthin the previous sentence. The foregoing limitations shall be adjusted proportionately in connection with any change in the Company’s capitalization pursuant to Section 10, below. To the extent required by Section 162(m) of the Code orthe regulations thereunder, in applying the foregoing limitations with respect to a Grantee, if any Option is canceled, the canceled Option shall continue to count against the maximum number of Shares with respect to which Options may be granted tothe Grantee. For this purpose, the repricing of an Option shall be treated as the cancellation of the existing Option and the grant of a new Option (if approved by shareholders). 

(ii) Individual Limit for Restricted Stock and Restricted Stock Units. For awards of Restricted Stock and Restricted Stock Unitsthat are intended to be Performance-Based Compensation, the maximum number of Shares with respect to which such Awards may be granted to any Grantee in any fiscal year of the Company shall be 600,000 Shares. The foregoing limitation shall beadjusted proportionately in connection with any change in the Company’s capitalization pursuant to Section 10, below. 

(iii) Deferral. If the vesting or receipt of Shares under an Award is deferred to a later date, any amount (whether denominated in Shares or cash) paid in addition to the original number of Shares subject to such Award will not betreated as an increase in the number of Shares subject to the Award if the additional amount is based either on a reasonable rate of interest or on one or more predetermined actual investments such that the amount payable by the Company at the laterdate will be based on the actual rate of return of a specific investment (including any decrease as well as any increase in the value of an investment). 

(h) Early Exercise. The Award Agreement may, but need not, include a provision whereby the Grantee may elect at any time while an Employee, Director or Consultant to exercise any part or all of the Award priorto full vesting of the Award. Any unvested Shares received pursuant to such exercise may be subject to a repurchase right in favor of the Company or a Related Entity or to any other restriction the Administrator determines to be appropriate.

(i) Term of Award. The term of each Award shall be the term stated in the Award Agreement provided, however, thatthe term shall be no more than ten (10) years from the date of grant thereof. However, in the case of an Incentive Stock Option granted to a Grantee who, at the time the Option is granted, owns stock representing more than ten percent(10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary of the Company, the term of the Incentive Stock Option shall be five (5) years from the date of grant thereof or such shorter term as may beprovided in the Award Agreement. Notwithstanding the foregoing, the specified term of any Award shall not include any period for which the Grantee has elected to defer the receipt of the Shares or cash issuable pursuant to the Award. 

 

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(j) Transferability of Awards. Incentive Stock Options may not be sold, pledged,assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Grantee, only by the Grantee. Other Awards shall be transferable(i) by will and by the laws of descent and distribution and (ii) during the lifetime of the Grantee, to the extent and in the manner authorized by the Administrator, but only to the extent such transfers are made to family members, tofamily trusts, to family controlled entities, to charitable organizations, and pursuant to domestic relations orders or agreements, in all cases without payment for such transfers to the Grantee. Notwithstanding the foregoing, the Grantee maydesignate one or more beneficiaries of the Grantee’s Award in the event of the Grantee’s death on a beneficiary designation form provided by the Administrator. 

(k) Time of Granting Awards. The date of grant of an Award shall for all purposes be the date on which the Administrator makes thedetermination to grant such Award, or such other date as is determined by the Administrator. Notice of the grant determination shall be given to each Employee, Director or Consultant to whom an Award is so granted within a reasonable time after thedate of such grant. 

7. Award Exercise or Purchase Price, Consideration and Taxes. 

(a) Exercise or Purchase Price. The exercise or purchase price, if any, for an Award shall be as follows: 

(i) In the case of an Incentive Stock Option granted to an Employee who, at the time of the grant of such Incentive Stock Option ownsstock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be not less than one hundred ten percent (110%) of the Fair MarketValue per Share on the date of grant. 

(ii) In cases other than the case described in the preceding paragraph, the per Shareexercise price of an Option shall be not less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. 

(iii) In the case of Awards intended to qualify as Performance-Based Compensation, the exercise or purchase price, if any, shall be not less than one hundred percent (100%) of the Fair Market Value per Share onthe date of grant. 

(iv) In the case of a Restricted Stock or Restricted Stock Units grant, such price, if any, shall bedetermined by the Administrator. 

(v) Notwithstanding the foregoing provisions of this Section 7(a), in the case of anAward issued pursuant to Section 6(d), above, the exercise or purchase price for the Award shall be determined in accordance with the provisions of the relevant instrument evidencing the agreement to issue such Award. 

 

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(b) Consideration. Subject to Applicable Laws, the consideration to be paid forthe Shares to be issued upon exercise or purchase of an Award including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). In addition to anyother types of consideration the Administrator may determine, the Administrator is authorized to accept as consideration for Shares issued under the Plan the following: 

(i) cash; 

(ii) check; 

(iii) surrender of Shares or delivery of a properly executed form of attestation of ownership ofShares as the Administrator may require (including withholding of Shares otherwise deliverable upon exercise of the Award) which have a Fair Market Value on the date of surrender or attestation equal to the aggregate exercise price of the Shares asto which said Award shall be exercised (but only to the extent that such exercise of the Award would not result in an accounting compensation charge with respect to the Shares used to pay the exercise price unless otherwise determined by theAdministrator); 

(iv) with respect to Options, payment through a broker-dealer sale and remittance procedure pursuant towhich the Grantee (A) shall provide written instructions to a Company designated brokerage firm to effect the immediate sale of some or all of the purchased Shares and remit to the Company sufficient funds to cover the aggregate exercise pricepayable for the purchased Shares and (B) shall provide written directives to the Company to deliver the certificates for the purchased Shares directly to such brokerage firm in order to complete the sale transaction; 

(v) with respect to Options, payment through a “net exercise” such that, without the payment of any funds, the Grantee mayexercise the Option and receive the net number of Shares equal to (i) the number of Shares as to which the Option is being exercised, multiplied by (ii) a fraction, the numerator of which is the Fair Market Value per Share (on such date asis determined by the Administrator) less the Exercise Price per Share, and the denominator of which is such Fair Market Value per Share (the number of net Shares to be received shall be rounded down to the nearest whole number of Shares); or

(vi) any combination of the foregoing methods of payment. 

The Administrator may at any time or from time to time, by adoption of or by amendment to the standard forms of Award Agreement described in Section 4(b)(iv), or by other means, grant Awards which do not permitall of the foregoing forms of consideration to be used in payment for the Shares or which otherwise restrict one or more forms of consideration. 

(c) Taxes. No Shares shall be delivered under the Plan to any Grantee or other person until such Grantee or other person has made arrangements acceptable to the Administrator for the satisfaction of anyforeign, federal, state, or local income and employment tax withholding obligations, including, without limitation, obligations incident to the receipt of Shares or the disqualifying disposition of Shares received on exercise of an Incentive StockOption. Upon exercise of an Award, the Company shall withhold or collect from Grantee an amount sufficient to satisfy such tax obligations. 

 

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8. Exercise of Award. 

(a) Procedure for Exercise; Rights as a Shareholder. 

(i) Any Award granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator under theterms of the Plan and specified in the Award Agreement. 

(ii) An Award shall be deemed to be exercised when written noticeof such exercise has been given to the Company in accordance with the terms of the Award by the person entitled to exercise the Award and full payment for the Shares with respect to which the Award is exercised, including, to the extent selected,use of the broker-dealer sale and remittance procedure to pay the purchase price as provided in Section 7(b)(v). 

(b)Exercise of Award Following Termination of Continuous Service. 

(i) An Award may not be exercised after thetermination date of such Award set forth in the Award Agreement and may be exercised following the termination of a Grantee’s Continuous Service only to the extent provided in the Award Agreement. 

(ii) Where the Award Agreement permits a Grantee to exercise an Award following the termination of the Grantee’s Continuous Servicefor a specified period, the Award shall terminate to the extent not exercised on the last day of the specified period or the last day of the original term of the Award, whichever occurs first. 

(iii) Any Award designated as an Incentive Stock Option to the extent not exercised within the time permitted by law for the exercise ofIncentive Stock Options following the termination of a Grantee’s Continuous Service shall convert automatically to a Nonstatutory Stock Option and thereafter shall be exercisable as such to the extent exercisable by its terms for the periodspecified in the Award Agreement. 

9. Conditions Upon Issuance of Shares. 

(a) If at any time the Administrator determines that the delivery of Shares pursuant to the exercise, vesting or any other provision of anAward is or may be unlawful under Applicable Laws, the vesting or right to exercise an Award or to otherwise receive Shares pursuant to the terms of an Award shall be suspended until the Administrator determines that such delivery is lawful andshall be further subject to the approval of counsel for the Company with respect to such compliance. The Company shall have no obligation to effect any registration or qualification of the Shares under federal or state laws. 

 

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(b) As a condition to the exercise of an Award, the Company may require the personexercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for theCompany, such a representation is required by any Applicable Laws. 

10. Adjustments Upon Changes in Capitalization. Subject to anyrequired action by the shareholders of the Company, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which havebeen returned to the Plan, the exercise or purchase price of each such outstanding Award, the maximum number of Shares with respect to which Awards may be granted to any Grantee in any fiscal year of the Company, as well as any other terms that theAdministrator determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification ofthe Shares, or similar event affecting the Shares, (ii) any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, or (iii) any other transaction with respect to Common Stockincluding a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or complete) or any similar transaction;provided, however that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” In connection with the foregoing adjustments, the Administrator may, in itsdiscretion, prohibit the exercise of Awards or other issuance of Shares, cash or other consideration pursuant to Awards during certain periods of time. Except as the Administrator determines, no issuance by the Company of shares of any class, orsecurities convertible into shares of any class, shall affect, and no adjustment by reason hereof shall be made with respect to, the number or price of Shares subject to an Award. 

11. Corporate Transactions and Related Entity Dispositions. Except as may be provided in an Award Agreement: 

(a) The Administrator shall have the authority, exercisable either in advance of any actual or anticipated Corporate Transaction orRelated Entity Disposition or at the time of an actual Corporate Transaction or Related Entity Disposition and exercisable at the time of the grant of an Award under the Plan or any time while an Award remains outstanding, to provide for the full orpartial automatic vesting and exercisability of one or more outstanding unvested Awards under the Plan and the full or partial release from restrictions on transfer and repurchase or forfeiture rights of such Awards in connection with a CorporateTransaction or Related Entity Disposition, on such terms and conditions as the Administrator may specify. The Administrator also shall have the authority to condition any such Award vesting and exercisability or release from such limitations uponthe subsequent termination of the Continuous Service of the Grantee within a specified period following the effective date of the Corporate Transaction or Related Entity Disposition. The Administrator may provide that any Awards so vested orreleased from such limitations in connection with a Related Entity Disposition, shall remain fully exercisable until the expiration or sooner termination of the Award. Effective upon the consummation of a Corporate Transaction, all outstandingAwards under the Plan shall terminate unless assumed by the successor company or its parent. 

 

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(b) The portion of any Incentive Stock Option accelerated under this Section 11 inconnection with a Corporate Transaction or Related Entity Disposition shall remain exercisable as an Incentive Stock Option under the Code only to the extent the $100,000 dollar limitation of Section 422(d) of the Code is not exceeded. To theextent such dollar limitation is exceeded, the accelerated excess portion of such Option shall be exercisable as a Nonstatutory Stock Option. 

12. Effective Date and Term of Plan. The Plan became effective in 2001. It shall continue in effect for a term of ten (10) years unless sooner terminated. Subject to Applicable Laws, Awards may be granted under the Plan upon itsbecoming effective. 

13. Amendment, Suspension or Termination of the Plan. 

(a) The Board may at any time amend, suspend or terminate the Plan; provided, however, that no such amendment shall be made without theapproval of the Company’s shareholders to the extent such approval is required by Applicable Laws**,** or if such amendment would: 

(i) lessen the shareholder approval requirements of Section 4(b)(vi) or this Section 13(a); 

(ii) increase the benefits accrued to participants under the Plan; 

(iii) increase thenumber of securities which may be issued under the Plan; or 

(iv) modify the requirements for participation in the Plan.

(b) No Award may be granted during any suspension of the Plan or after termination of the Plan. 

(c) No suspension or termination of the Plan (including termination of the Plan under Section 11 above) shall adversely affect anyrights under Awards already granted to a Grantee. 

14. Reservation of Shares. 

(a) The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be sufficient tosatisfy the requirements of the Plan. 

(b) The inability of the Company to obtain authority from any regulatory body havingjurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as towhich such requisite authority shall not have been obtained. 

 

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15. No Effect on Terms of Employment/Consulting Relationship. The Plan shall not confer upon anyGrantee any right with respect to the Grantee’s Continuous Service, nor shall it interfere in any way with his or her right or the Company’s right to terminate the Grantee’s Continuous Service at any time, with or without cause.

16. No Effect on Retirement and Other Benefit Plans. Except as specifically provided in a retirement or other benefit plan of theCompany or a Related Entity, Awards shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan ofany kind or any benefit plan subsequently instituted under which the availability or amount of benefits is related to level of compensation. The Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee RetirementIncome Security Act of 1974, as amended. 

17. Plan History. The Plan was initially approved by the Board and shareholders of theCompany in 2001. In February 2003, the Board approved an amendment to the Plan to increase the automatic option grant to Outside Directors under Section 6(e) of the Plan from 10,000 shares to 18,000 shares, which amendment was not subject toshareholder approval. In March 2005, subject to shareholder approval, the Board approved an amendment to the Plan in order to (i) increase the number of shares available for issuance thereunder by 4,500,000 shares from 6,360,000 shares to10,860,00 shares, (ii) provide that the maximum number of Shares which may be issued pursuant to all Awards of Restricted Stock is 2,136,000 Shares, (iii) remove the automatic option grant program for Outside Directors underSection 6(e) in order to permit greater flexibility in the granting of awards to Outside Directors under the Plan and (iv) amend certain other administrative provisions of the Plan. On July 20, 2006, the Board approved an amendment tothe Plan to permit the grant of Restricted Stock Units and to make such other changes to reflect current Applicable Laws. On February 15, 2007, the Board approved an amendment and restatement of the Plan, subject to the approval of theCompany’s shareholders, (i) to increase the maximum number of Shares available under the Plan; (ii) to impose a per person limit on the number of Shares subject to Awards of Restricted Stock and Restricted Stock Units intended toqualify as Performance-Based Compensation in any fiscal year of the Company; and (iii) to expand the definition of Corporate Transaction, which shall take effect only for Awards granted on and after the date on which the Company’sshareholders approve the amendment and restatement of the Plan. 

18. Unfunded Obligation. Grantees shall have the status of generalunsecured creditors of the Company. Any amounts payable to Grantees pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of1974, as amended. Neither the Company nor any Related Entity shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain atall times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Grantee account shall notcreate or constitute a trust or fiduciary relationship between the Administrator, the Company or any Related Entity and a Grantee, or otherwise create any vested or beneficial interest in any Grantee or the Grantee’s creditors in any assets ofthe Company or a Related Entity. The Grantees shall have no claim against the Company or any Related Entity for any changes in the value of any assets that may be invested or reinvested by the Company with respect to the Plan. 

 

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19. Construction. Captions and titles contained herein are for convenience only and shall notaffect the meaning or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to beexclusive, unless the context clearly requires otherwise. 

 

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**NOVELLUS SYSTEMS, INC.**

**2001 STOCK INCENTIVE PLAN**

**STOCK OPTION AWARD AGREEMENT**

1. Grant of Option. Novellus Systems, Inc., a California corporation (the “Company”), hereby grants to theGrantee (the “Grantee”) named in the Notice of Stock Option Award (the “Notice”), an option (the “Option”) to purchase the number of Shares of Common Stock subject to the Option (the “Shares”) set forth in theNotice, at the exercise price per Share set forth in the Notice (the “Exercise Price”) subject to the terms and provisions of the Notice, this Stock Option Award Agreement (the “Option Agreement”) and the Company’s 2001Stock Incentive Plan, as amended from time to time (the “Plan”), which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

If designated in the Notice as an Incentive Stock Option, the Option is intended to qualify as an Incentive Stock Option as defined inSection 422 of the Code. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of Shares subject to Options designated as Incentive Stock Options which become exercisable for the first time by the Granteeduring any calendar year (under all plans of the Company or any Parent or Subsidiary of the Company) exceeds $100,000, such excess Options, to the extent of the Shares covered thereby in excess of the foregoing limitation, shall be treated asNonstatutory Stock Options. For this purpose, Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the date the Option with respect to suchShares is awarded. 

2. Exercise of Option. 

(a) Right to Exercise. The Option shall be exercisable during its term in accordance with the Vesting Schedule set out in theNotice and with the applicable provisions of the Plan and this Option Agreement. The Option shall be subject to the provisions of Section 11 of the Plan relating to the exercisability or termination of the Option in the event of a CorporateTransaction or Related Entity Disposition. The Grantee shall be subject to reasonable limitations on the number of requested exercises during any monthly or weekly period as determined by the Administrator. In no event shall the Company issuefractional Shares. 

(b) Vesting. THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OFTHE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER). NOTHING IN THE NOTICE, THIS OPTION AGREEMENT, OR THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TOFUTURE AWARDS OR CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE RIGHT OF THE GRANTEE’S EMPLOYER TO TERMINATE THE GRANTEE’S CONTINUOUS SERVICE, WITH OR WITHOUTCAUSE, AND WITH OR WITHOUT NOTICE. UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE’S STATUS 

 

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IS AT WILL. IN THE EVENT OF THE TERMINATION OF THE GRANTEE’S CONTINUOUS SERVICE WITH THE COMPANY OR ANY RELATED ENTITY FOR ANY REASON, THE COMPANY SHALLNOT BE LIABLE FOR THE LOSS OF EXISTING OR POTENTIAL PROFIT FROM THIS OPTION OR ANY OTHER OPTION GRANTED UNDER THE PLAN OR OTHERWISE. THE GRANTEE SHALL HAVE NO CLAIM TO BE GRANTED ANY OPTION UNDER THE PLAN EXCEPT AS EXPRESSLY SET FORTH IN THISAGREEMENT, AND THERE IS NO OBLIGATION ON THE PART OF THE COMPANY AND ANY RELATED ENTITY FOR UNIFORMITY OF TREATMENT OF THE GRANTEE WITH OTHER EMPLOYEES OF THE COMPANY AND ANY RELATED ENTITY OR OTHER PARTICIPANTS UNDER THE PLAN. 

(c) Post-Termination Exercise Period. The Post-Termination Exercise Period shall be three (3) months except in theevent of death or Disability. In such cases, the Post-Termination Exercise Period shall be extended to twelve (12) months provided in Section 6 and Section 7 below. 

(d) Leave of Absence. During any authorized leave of absence, the continued vesting of the Shares shall be determined in accordancewith the Company’s leave of absence policy as may be amended from time to time. 

(e) Change in Status. In theevent of the Grantee’s change in status from Employee to Consultant or from an Employee whose customary employment is 20 hours or more per week to an Employee whose customary employment is fewer than 20 hours per week, the Option shall continueto vest unless affirmatively determined otherwise by the Administrator. 

(f) Method of Exercise. The Option shall beexercisable only by delivery of an Exercise Notice in such form as determined by the Administrator (including an Exercise Notice in electronic form) which shall state the election to exercise the Option, the whole number of Shares in respect ofwhich the Option is being exercised, such other representations and agreements as to the holder’s investment intent with respect to such Shares and such other provisions as may be required by the Administrator. The Exercise Notice shall bedelivered in person, by certified mail, or by such other method (including electronic transmission) as determined from time to time by the Administrator to the Company accompanied by payment of the Exercise Price. The Option shall be deemed to beexercised upon receipt by the Company of such notice accompanied by the Exercise Price, which, to the extent selected, shall be deemed to be satisfied by use of the broker-dealer sale and remittance procedure to pay the Exercise Price provided inSection 3(d), below. 

(g) Taxes. No Shares will be delivered to the Grantee or other person pursuant to theexercise of the Option until the Grantee or other person has made arrangements acceptable to the Administrator for the satisfaction of applicable income tax, employment tax, and social security tax withholding obligations, including, withoutlimitation, such other tax obligations of the Grantee incident to the receipt of Shares. Upon exercise of the Option, the Company or the Grantee’s employer may offset or withhold (from any amount owed by the Company or the Grantee’semployer to the Grantee) or collect from the Grantee or other person an amount sufficient to satisfy such tax obligations and/or the employer’s withholding obligations. 

 

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3. Method of Payment. Payment of the Exercise Price shall be by any of the following, or acombination thereof, at the election of the Grantee; provided, however, that such exercise method does not then violate any Applicable Law: 

(a) cash; 

(b) check; 

(c) surrender of Shares or delivery of a properly executed form of attestation of ownership of Shares as the Administrator may requirewhich have a Fair Market Value on the date of surrender or attestation equal to the aggregate Exercise Price of the Shares as to which the Option is being exercised, provided, however, that Shares acquired under the Plan or any other equitycompensation plan or agreement of the Company must have been held by the Grantee for a period of more than six (6) months (and not used for another option exercise by attestation during such period); or 

(d) payment through a broker-dealer sale and remittance procedure pursuant to which the Grantee (i) shall provide writteninstructions to a Company-designated brokerage firm to effect the immediate sale of some or all of the purchased Shares and remit to the Company sufficient funds to cover the aggregate exercise price payable for the purchased Shares and(ii) shall provide written directives to the Company to deliver the certificates for the purchased Shares directly to such brokerage firm in order to complete the sale transaction. 

4. Restrictions on Exercise. The Option may not be exercised if the issuance of the Shares subject to the Option upon such exercise wouldconstitute a violation of any Applicable Laws. 

5. Termination of Continuous Service. In the event the Grantee’s ContinuousService terminates, the Grantee may, but only during the Post-Termination Exercise Period, exercise the portion of the Option that was vested at the date of such termination (the “Termination Date”). In no event shall the Option beexercised later than the Expiration Date set forth in the Notice. Except as provided in Sections 6 and 7 below, to the extent that the Option was unvested on the Termination Date, or if the Grantee does not exercise the vested portion of theOption within the Post-Termination Exercise Period, the Option shall terminate. 

6. Disability of Grantee. In the event theGrantee’s Continuous Service terminates as a result of his or her Disability, the Grantee may, but only within twelve (12) months from the Termination Date (and in no event later than the Expiration Date), exercise the portion of theOption that was vested on the Termination Date; provided, however, that if such Disability is not a “disability” as such term is defined in Section 22(e)(3) of the Code and the Option is an Incentive Stock Option, such Incentive StockOption shall cease to be treated as an Incentive Stock Option and shall be treated as a Nonstatutory Stock Option on the day three (3) months and one (1) day following the Termination Date. To the extent that the Option was unvested on the

 

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Termination Date, or if the Grantee does not exercise the vested portion of the Option within the time specified herein, the Option shall terminate.Section 22(e)(3) of the Code provides that an individual is permanently and totally disabled if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can beexpected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. 

7. Death of Grantee. In the event of the termination of the Grantee’s Continuous Service as a result of his or her death, or in the event of the Grantee’s death during the Post-Termination Exercise Period or during thetwelve (12) month period following the Grantee’s termination of Continuous Service as a result of his or her Disability, the person who acquired the right to exercise the Option pursuant to Section 8 may exercise the portion of theOption that was vested at the date of termination within twelve (12) months from the date of death (but in no event later than the Expiration Date). To the extent that the Option was unvested on the date of death, or if the vested portion ofthe Option is not exercised within the time specified herein, the Option shall terminate. 

8. Transferability of Option. The Option,if an Incentive Stock Option, may not be transferred in any manner other than by will or by the laws of descent and distribution and may be exercised during the lifetime of the Grantee only by the Grantee. The Option, if a Nonstatutory Stock Option,may not be transferred in any manner other than by will or by the laws of descent and distribution, provided, however, that a Nonstatutory Stock Option may be transferred during the lifetime of the Grantee by gift and pursuant to a domesticrelations order to members of the Grantee’s Immediate Family to the extent and in the manner determined by the Administrator. Notwithstanding the foregoing, the Grantee may designate a beneficiary of the Grantee’s Incentive Stock Option orNonstatutory Stock Option in the event of the Grantee’s death on a beneficiary designation form provided by the Administrator. Following the death of the Grantee, the Option, to the extent provided in Section 7, may be exercised(a) by the person or persons designated under the deceased Grantee’s beneficiary designation or (b) in the absence of an effectively designated beneficiary, by the Grantee’s legal representative or by any person empowered to doso under the deceased Grantee’s will or under the then applicable laws of descent and distribution. The terms of the Option shall be binding upon the executors, administrators, heirs, successors and transferees of the Grantee. 

9. Term of Option. The Option must be exercised no later than the Expiration Date set forth in the Notice or such earlier date as otherwiseprovided herein. After the Expiration Date or such earlier date, the Option shall be of no further force or effect and may not be exercised. 

10. Tax Consequences. The Grantee may incur tax liability as a result of the Grantee’s purchase or disposition of the Shares. THE GRANTEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE OPTION OR DISPOSING OF THE SHARES.

11. Entire Agreement: Governing Law. The Notice, the Plan and this Option Agreement constitute the entire agreement of the partieswith respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the 

 

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Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantee’s interest except by means of a writing signed bythe Company and the Grantee. Nothing in the Notice, the Plan and this Option Agreement (except as expressly provided therein) is intended to confer any rights or remedies on any persons other than the parties. The Notice, the Plan and this OptionAgreement are to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internallaws of the State of California to the rights and duties of the parties. Should any provision of the Notice, the Plan or this Option Agreement be determined to be illegal or unenforceable, such provision shall be enforced to the fullest extentallowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable. 

12. Headings. Thecaptions used in the Notice and this Option Agreement are inserted for convenience and shall not be deemed a part of the Option for construction or interpretation. 

13. Administration and Interpretation. Any question or dispute regarding the administration or interpretation of the Notice, the Plan or this Option Agreement shall be submitted by the Grantee or by the Companyto the Administrator. The resolution of such question or dispute by the Administrator shall be final and binding on all persons. 

14.Venue. The Company, the Grantee, and the Grantee’s assignees pursuant to Section 8 (the “parties”) agree that any suit, action, or proceeding arising out of or relating to the Notice, the Plan or this Option Agreementshall be brought in the United States District Court for the Northern District of California (or should such court lack jurisdiction to hear such action, suit or proceeding, in a California state court in the County of Santa Clara) and that theparties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. Ifany one or more provisions of this Section 14 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its applicationvalid and enforceable. 

15. Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemedeffectively given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United States mail by certified mail (if the parties are within the United States), with postageand fees prepaid, addressed to the other party at its address as shown in these instruments, or to such other address as such party may designate in writing from time to time to the other party. 

**END OF AGREEMENT**

 

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**NOVELLUS SYSTEMS, INC.**

**2001 STOCK INCENTIVE PLAN**

**NOTICE OF STOCK OPTION AWARD**

 
Grantee’s Name and Address  **%%FIRST_NAME%-% %%LAST_NAME%%**  **%%ADDRESS_LINE_1%-%**  **%%ADDRESS_LINE_2%-%**  **%%ADDRESS_LINE_3%-%**  **%%CITY%-% %%STATE%-% %%ZIPCODE%-%**  **%%COUNTRY%-%**
You (the “Grantee”) have been granted an option to purchase shares of Common Stock,subject to the terms and conditions of this Notice of Stock Option Award (the “Notice”), the Novellus Systems, Inc. 2001 Stock Incentive Plan, as amended from time to time (the “Plan”) and the Stock Option Award Agreement (the“Option Agreement”) attached hereto, as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice. 

 
Option Number  **%%OPTION_NUMBER%-%**Date of Grant  **%%OPTION_DATE, ‘MM/DD/YYYY’%-%**Vesting Commencement Date  **%%VEST_BASE_DATE, ‘MM/DD/YYYY’%-%**Exercise Price per Share  **%%OPTION_PRICE, ‘$999,999,999.99’%-%**Total Number of Shares Subject to the Option (the “Shares”)  **%%TOTAL_SHARES_GRANTED, ‘999,999,999’%-%**Total Exercise Price  **%%TOTAL_OPTION_PRICE ‘$999,999,999.99’%-%**Type of Option:   ̈  Incentive Stock Option   ̈  Non-Qualified Stock OptionExpiration Date:  **%%EXPIRE_DATE_PERIOD1 ‘MM/DD/YYYY’%-%**
 

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**Vesting Schedule:**

Subject to the Grantee’s Continuous Service and other limitations set forth in this Notice, the Plan and the Option Agreement, the Option may be exercised, in whole or in part, in accordance with the followingschedule: 

**Shares                 Vest Type                Vest Date**

**%%SHARES_PERIOD1,‘999,999,999’%-%**

**%%VEST_TYPE_PERIOD1%-%**

**%%VEST_DATE_PERIOD1 ‘MM/DD/YYYY’%-%**

**%%SHARES_PERIOD2, ‘999,999,999’%-%**

**%%VEST_TYPE_PERIOD2%-%**

**%%VEST_DATE_PERIOD2‘MM/DD/YYYY’%-%**

**%%SHARES_PERIOD3, ‘999,999,999’%-%**

**%%VEST_TYPE_PERIOD3%-%**

**%%VEST_DATE_PERIOD3 ‘MM/DD/YYYY’%-%**

**%%SHARES_PERIOD4, ‘999,999,999’%-%**

**%%VEST_TYPE_PERIOD4%-%**

**%%VEST_DATE_PERIOD4 ‘MM/DD/YYYY’%-%**

**%%SHARES_PERIOD5, ‘999,999,999’%-%**

**%%VEST_TYPE_PERIOD5%-%**

**%%VEST_DATE_PERIOD5 ‘MM/DD/YYYY’%-%**

By theGrantee’s electronic acceptance of this Option and by the acceptance of the Company’s representative below, the Company and the Grantee have executed this Notice and agree that the Option is to be governed by the terms and conditions ofthis Notice, the Plan, and the Option Agreement. 

 

Novellus Systems, Inc.,

a Californiacorporation
By:  Name:  Title:  
THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT ALL, ONLY DURINGTHE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES 

 

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HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, IN THE AGREEMENT OR IN THE PLAN SHALL CONFER UPON THE GRANTEE ANY RIGHTWITH RESPECT TO CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE RIGHT OF THE COMPANY OR ANY RELATED ENTITY TO WHICH THE GRANTEE PROVIDES SERVICES TO TERMINATE THEGRANTEE’S CONTINUOUS SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE’S EMPLOYMENTSTATUS IS AT WILL. IN THE EVENT OF THE TERMINATION OF THE GRANTEE’S CONTINUOUS SERVICE FOR ANY REASON, THE COMPANY SHALL NOT BE LIABLE FOR THE LOSS OF EXISTING OR POTENTIAL PROFIT FROM THIS AWARD OR ANY OTHER AWARD GRANTED UNDER THE PLAN OROTHERWISE. THE GRANTEE SHALL HAVE NO CLAIM TO BE GRANTED ANY AWARD UNDER THE PLAN EXCEPT AS EXPRESSLY SET FORTH IN THIS NOTICE AND THE AGREEMENT, AND THERE IS NO OBLIGATION ON THE PART OF THE COMPANY OR ANY RELATED ENTITY FOR UNIFORMITY OF TREATMENTOF THE GRANTEE WITH OTHER EMPLOYEES OF THE COMPANY AND ANY RELATED ENTITY OR OTHER PARTICIPANTS UNDER THE PLAN. 

The Grantee understandsthat the Option is subject to the Grantee’s consent to access, and acknowledgement of having accessed, the Plan prospectus in connection with the Form S-8 registration statement for the Plan, any updates thereto, the Plan, the Option Agreementand this Notice (collectively, the “Plan Documents”) in electronic form through the E*Trade Financial web page at the following address: www.etrade.com or such other address as is provided by notification from time to time. By acceptingthe grant of the Option, the Grantee hereby: (i) consents to access electronic copies (instead of receiving paper copies) of the Plan Documents via the E*Trade Financial web page or such other web page as is provided by notification from timeto time, (ii) represents that the Grantee has access to the internet generally; (iii) acknowledges receipt of electronic copies, or that the Grantee is already in possession of paper copies, of the Plan Documents and the Company’smost recent annual report to shareholders; and (iv) represents that the Grantee is familiar with the terms and provisions of the Plan Documents and accepts the Option subject to all of the terms and provisions of the Plan Documents. 

The Grantee may receive, without charge, upon written or oral request, paper copies of any or all of the Plan Documents, documents incorporated byreference in the Form S-8 registration statement for the Plan, and the Company’s most recent annual report to shareholders by requesting them from Stock Administration at Novellus Systems, Incorporated, 4000 North First Street, San Jose, CA95134, Attn. Stock Administration M/S 90-2B. Telephone (408) 570-6336, email: stock.administration@novellus.com. 

 

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The Grantee has reviewed this Notice, the Plan, and the Option Agreement in their entirety, has had anopportunity to obtain the advice of counsel prior to executing this Notice, and fully understands all provisions of this Notice, the Plan and the Option Agreement. The Grantee hereby agrees that all questions of interpretation and administrationrelating to this Notice, the Plan and the Option Agreement shall be resolved by the Administrator in accordance with Section 13 of the Option Agreement. The Grantee further agrees to the venue selection in accordance with Section 14 of theOption Agreement. The Grantee further agrees to notify the Company upon any change in the residence address indicated in this Notice. 

*  *   * 

 

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**NOVELLUS SYSTEMS, INC.**

**2001 STOCK INCENTIVE PLAN**

**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”) and theRestricted Stock Bonus Award Agreement (the “Agreement”) attached hereto, as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice. 

 
Award Number  Date of Award  Total Number of Shares of Common Stock Awarded  Fair Market Value per Share $   
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 conditions: 

[INSERT VESTING SCHEDULE] 

Notwithstanding the foregoing, 50% of the Total Number of Shares of Common Stock Awarded shall vest if the Grantee’s Continuous Service isterminated as a result of the Grantee’s death or Disability. 

In the event of the Grantee’s change in status from Employee toConsultant or Director or from an Employee whose customary employment is 20 hours or more per week to an Employee whose customary employment is fewer than 20 hours per week, vesting of the Shares shall continue in accordance with the VestingSchedule set forth above and terms of this Notice, the Agreement and the Plan, unless affirmatively determined otherwise by the Administrator. 

For purposes of this Notice and the Agreement, the term “vest” shall mean, with respect to any Shares, that such Shares are no longer subject to forfeiture to the Company. Shares that have not vested are deemed “RestrictedShares.” If the Grantee would become vested in a fraction of a Restricted Share, such Restricted Share shall not vest until the Grantee becomes vested in the entire Share. 

 

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Vesting shall cease upon the date of termination of the Grantee’s Continuous Service for any reason,other than death or Disability. If the Grantee’s Continuous Service is terminated as a result of the Grantee’s death or Disability, 50% of the Total Number of Shares of Common Stock Awarded shall vest upon the Grantee’s termination ofContinuous Service. In the event the Grantee’s Continuous Service is terminated for any reason, including death or Disability, any Restricted Shares held by the Grantee immediately following such termination of Continuous Service shall bedeemed reconveyed to the Company and the Company shall thereafter be the legal and beneficial owner of the Restricted Shares and shall have all rights and interest in or related thereto without further action by the Grantee. The foregoing forfeitureprovisions set forth 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 in consummation of any transactiondescribed in Section 10 or 11 of the Plan and such stock or property shall 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 forfeitureprovisions. 

By the Grantee’s electronic acceptance of this Award and by the acceptance of the Company’s representative below,the Company and the Grantee have executed this Notice and agree that the Award is to be governed by the terms and conditions of this Notice, the Plan, and the Agreement. 

 

Novellus Systems, Inc.,

a Californiacorporation
By:  Title:   Date:  
THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THEGRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE AGREEMENT, NOR IN THE PLAN, SHALL CONFERUPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE GRANTEE’S CONTINUOUS SERVICE AT ANYTIME, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE’S STATUS IS AT WILL. 

IN THE EVENT OF THE TERMINATION OF THE GRANTEE’S CONTINUOUS SERVICE FOR ANY REASON, THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE COMPANY SHALL NOTBE LIABLE TO THE GRANTEE FOR THE LOSS OF ANY EXISTING OR POTENTIAL GAIN FROM THIS AWARD OR ANY OTHER AWARD GRANTED UNDER THE PLAN OR OTHERWISE. THE GRANTEE FURTHER 

 

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ACKNOWLEDGES AND AGREES THAT GRANTEE SHALL HAVE NO RIGHT OR CLAIM TO ANY AWARDS UNDER THE PLAN EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR OTHERAGREEMENT WITH THE COMPANY. THERE IS NO OBLIGATION ON THE PART OF THE COMPANY OR ANY RELATED ENTITY FOR UNIFORMITY OF TREATMENT OF THE GRANTEE WITH OTHER PARTICIPANTS IN THE PLAN OR WITH OTHER EMPLOYEES OF THE COMPANY OR ANY RELATED ENTITY.

The Grantee understands that the Award is subject to the Grantee’s consent to access, and acknowledgement of having accessed: thePlan, the Agreement and this Notice (collectively, the “Plan Documents”) in electronic form through the E*Trade Financial web page at the following address: **[www.etrade.com]** or such other address as is provided by notification fromtime to time. By accepting the grant of the Award, the Grantee hereby: (i) consents to access electronic copies of the Plan Documents via the E*Trade Financial web page or such other web page as is provided by notification from time to time,(ii) represents that the Grantee has access to the internet generally; (iii) acknowledges receipt of electronic copies of the Plan Documents; and (iv) represents that the Grantee is familiar with the terms and provisions of the PlanDocuments and accepts the Award subject to all of the terms and provisions of the Plan Documents. 

The Grantee may receive, without charge,upon written or oral request, paper copies of any or all of the Plan Documents by requesting them from Stock Administration at Novellus Systems, Incorporated, 4000 North First Street, San Jose, CA 95134, Attn. Stock Administration M/S 90-2B.Telephone (408) 943-9700, email: stock.administration@novellus.com. 

The Grantee has reviewed this Notice, the Plan, and the Agreementin their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice, and fully understands all provisions of this Notice, the Plan and the Agreement. The Grantee hereby agrees that all questions of interpretationand administration relating to this Notice, the Plan and the Agreement shall be resolved by the Administrator in accordance with Section 12 of the Agreement. The Grantee further agrees to the venue selection in accordance with Section 13of the Agreement. The Grantee further agrees to notify the Company upon any change in the residence address indicated in this Notice. 

 

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**NOVELLUS SYSTEMS, INC.**

**2001 STOCK INCENTIVE PLAN**

**RESTRICTED STOCK BONUS AWARD AGREEMENT**

1. Issuance of Shares. Novellus Systems, Inc., a California corporation (the “Company”), hereby issues to the Grantee(the “Grantee”) named in the Notice of Restricted Stock Bonus Award (the “Notice”), the Total Number of Shares of Common Stock Awarded set forth in the Notice (the “Shares”), subject to the Notice, this Restricted StockBonus Award Agreement (the “Agreement”) and the terms and provisions of the Company’s 2001 Stock Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference. Unless otherwise definedherein, the terms defined in the Plan shall have the same defined meanings in this Agreement. All Shares issued hereunder will be deemed issued to the Grantee as fully paid and nonassessable shares, and the Grantee will have the right to vote theShares at meetings of the Company’s shareholders. The Company shall pay any applicable stock transfer taxes imposed upon the issuance of the Shares to the Grantee hereunder. 

2. Transfer Restrictions. The Shares issued to the Grantee hereunder may not be sold, transferred by gift, pledged, hypothecated, or otherwisetransferred or disposed of by the Grantee prior to the date when the Shares become vested pursuant to the Vesting Schedule set forth in the Notice. Any attempt to transfer Restricted Shares in violation of this Section 2 will be null and voidand will be disregarded. 

3. Escrow of Stock. For purposes of facilitating the enforcement of the provisions of this Agreement andthe payment of withholding taxes (if any) pursuant to Section 5 of this Agreement, the Grantee agrees, immediately upon receipt of the certificate(s) for the Restricted Shares, to deliver such certificate(s), together with an AssignmentSeparate from Certificate in the form attached hereto as Exhibit A, executed in blank by the Grantee with respect to each such stock certificate, to the Secretary or Assistant Secretary of the Company, or their designee, to hold inescrow for so long as such Restricted Shares have not vested pursuant to the Vesting Schedule set forth in the Notice, with the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary orappropriate to accomplish the objectives of this Agreement in accordance with the terms hereof. The Grantee hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the escrow holderhereunder with the stated authorities is a material inducement to the Company to make this Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. The Grantee agrees that such escrow holder shall not be liableto any party hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent relative thereto. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to begenuine and may resign at any time. Upon the vesting of the Restricted Shares, the escrow holder will, without further order or instruction, transmit to the Grantee the certificate evidencing such Shares, subject, however, to satisfaction of anywithholding obligations provided in Section 5 below. 

4. Distributions. The Company shall disburse to the Grantee all regularcash dividends with respect to the Shares and Additional Securities (whether vested or not), less any applicable withholding obligations. 

 

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5. Withholding of Taxes. 

(a) General. The Grantee is ultimately liable and responsible for all taxes owed by the Grantee in connection with the Award,regardless of any action the Company or any Related Entity takes with respect to any tax withholding obligations that arise in connection with the Award. Neither the Company nor any Related Entity makes any representation or undertaking regardingthe treatment of any tax withholding in connection with the grant or vesting of the Award or the subsequent sale of Shares subject to the Award. The Company and its Related Entities do not commit and are under no obligation to structure the Award toreduce or eliminate the Grantee’s tax liability. 

(b) Payment of Withholding Taxes. Prior to any event inconnection with the Award (e.g., vesting) that the Company determines may result in any tax withholding obligation, whether United States federal, state, local or non-U.S., including any employment tax obligation (the “Tax WithholdingObligation”), the Grantee must arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner acceptable to the Company. 

(i) *By Share Withholding.* To the extent the vesting of any Shares occurs during a “blackout period” of the Companywherein certain Employees are precluded from selling Shares and unless the Grantee determines to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, the Grantee authorizes the Company to withholdfrom those Shares issuable to the Grantee the whole number of Shares sufficient to satisfy the minimum applicable Tax Withholding Obligation. The Grantee acknowledges that the withheld Shares may not be sufficient to satisfy the Grantee’sminimum Tax Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or any Related Entity as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is notsatisfied by the withholding of Shares described above. 

(ii) *By Sale of Shares*. Unless the Grantee determines tosatisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, the Grantee’s acceptance of this Award constitutes the Grantee’s instruction and authorization to the Company and any brokerage firmdetermined acceptable to the Company for such purpose to sell on the Grantee’s behalf a whole number of Shares from those Shares issuable to the Grantee as the Company determines to be appropriate to generate cash proceeds sufficient to satisfythe minimum applicable Tax Withholding Obligation. Such Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. The Grantee will be responsible for all broker’s fees andother costs of sale, and the Grantee agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Grantee’s minimum Tax WithholdingObligation, the Company agrees to pay such excess in cash to the Grantee. The Grantee acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale maynot be sufficient to satisfy the Grantee’s minimum Tax Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or any Related Entity as soon as practicable, including through additional payroll withholding, any amount ofthe Tax Withholding Obligation that is not satisfied by the sale of Shares described above. 

 

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(iii) *By Check, Wire Transfer or Other Means*. At any time not less than five(5) business days before any Tax Withholding Obligation arises (e.g., a vesting date), the Grantee may elect to satisfy the Grantee’s Tax Withholding Obligation by delivering to the Company an amount that the Company determines issufficient to satisfy the Tax Withholding Obligation by (x) wire transfer to such account as the Company may direct, (y) delivery of a certified check payable to the Company, or (z) such other means as specified from time to time bythe Administrator. 

6. Additional Securities. Any securities or cash received (other than a regular cash dividend) as the result ofownership of the Restricted Shares (the “Additional Securities”), including, but not by way of limitation, warrants, options and securities received as a stock dividend or stock split, or as a result of a recapitalization or reorganizationor other similar change in the Company’s capital structure, shall be retained in escrow in the same manner and subject to the same conditions and restrictions as the Restricted Shares with respect to which they were issued, including, withoutlimitation, the Vesting Schedule set forth in the Notice. The Grantee shall be entitled to direct the Company to exercise any warrant or option received as Additional Securities upon supplying the funds necessary to do so, in which event thesecurities so purchased shall constitute Additional Securities, but the Grantee may not direct the Company to sell any such warrant or option. If Additional Securities consist of a convertible security, the Grantee may exercise any conversion right,and any securities so acquired shall constitute Additional Securities. In the event of any change in certificates evidencing the Shares or the Additional Securities by reason of any recapitalization, reorganization or other transaction that resultsin the creation of Additional Securities, the escrow holder is authorized to deliver to the issuer the certificates evidencing the Shares or the Additional Securities in exchange for the certificates of the replacement securities. 

7. Stop-Transfer Notices. In order to ensure compliance with the restrictions on transfer set forth in this Agreement, the Notice or the Plan, theCompany may issue appropriate “stop transfer” instructions to its transfer agent, if any, and, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. 

8. Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwisetransferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been sotransferred. 

9. Restrictive Legends. The Grantee understands and agrees that the Company shall cause the legends set forth below orlegends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: 

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THAT CERTAIN RESTRICTED STOCK BONUS AWARD AGREEMENT BETWEEN THE COMPANY AND THENAMED SHAREHOLDER. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 

 

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10. Entire Agreement: Governing Law. The Notice, the Plan and this Agreement constitute the entireagreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the subject matter hereof, and may not be modified adversely tothe Grantee’s interest except by means of a writing signed by the Company and the Grantee. These agreements are to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any choiceof law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. Should any provision of the Notice or this Agreement be determined to beillegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. 

11. Headings. Thecaptions used in this Agreement are inserted for convenience and shall not be deemed a part of this Agreement for construction or interpretation. 

12. Administration and Interpretation. Any question or dispute regarding the administration or interpretation of the Notice, the Plan or this Agreement shall be submitted by the Grantee or by the Company to the Administrator. Theresolution of such question or dispute by the Administrator shall be final and binding on all persons. 

13. Venue. The parties agreethat any suit, action, or proceeding arising out of or relating to the Notice, the Plan or this Agreement shall be brought in the United States District Court for the Northern District of California (or should such court lack jurisdiction to hearsuch action, suit or proceeding, in a California state court in the County of San Mateo) and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection theparty may have to the laying of venue for any such suit, action or proceeding brought in such court. If any one or more provisions of this Section 13 shall for any reason be held invalid or unenforceable, it is the specific intent of theparties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable. 

14.Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upondeposit in the United States mail by certified mail (if the parties are within the United States), with postage and fees prepaid, addressed to the other party at its address as shown in these instruments, or to such other address as such party maydesignate in writing from time to time to the other party. 

**END OF AGREEMENT**

 

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**EXHIBIT A**

**STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE**

**[Please print out and sign this document but do not date it. The dateand information of the transferee will be completed if and when the shares are assigned.]**

FOR VALUE RECEIVED,                             hereby sells, assigns and transfers unto                                    ,                                    (            ) shares of the Common Stock of Novellus Systems, Inc., a California Company (the “Company”), standing in his name on the books of, the Companyrepresented by Certificate No.                                              herewith, and does hereby irrevocably constitute and appoint the Secretary of the Company attorney to transfer the saidstock in the books of the Company with full power of substitution. 

DATED:                            

 
By   Award Number  Grantee’s Name and Address         
 

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**NOVELLUS SYSTEMS, INC.**

**2001 STOCK INCENTIVE PLAN**

**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”) and theRestricted Stock Bonus Award Agreement (the “Agreement”) attached hereto, as follows. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice. 

 
Award Number  Date of Award  Total Number of Shares of Common Stock Awarded  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: 

[INSERT VESTING SCHEDULE] 

In the event ofa Corporate Transaction, one hundred percent (100%) of the Shares shall become vested immediately prior to the effective date of such Corporate Transaction. 

At the time of the termination of the Grantee’s Continuous Service, the Board of Directors may, in the exercise of its sole discretion, accelerate the vesting of all or some portion of the remaining unvestedShares as the Board of Directors determines is appropriate taking into account the circumstances of such termination. 

For purposes of thisNotice and the Agreement, the term “vest” shall mean, with respect to any Shares, that such Shares are no longer subject to forfeiture to the Company. Shares that have not vested are deemed “Restricted Shares.” If the Granteewould become vested in a fraction of a Restricted Share, such Restricted Share shall not vest until the Grantee becomes vested in the entire Share. 

 

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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, in the event the Grantee’s Continuous Service is terminated for any reason, including death or Disability, any Restricted Shares held by the Granteeimmediately following such termination of Continuous Service shall be deemed reconveyed to the Company and the Company shall thereafter be the legal and beneficial owner of the Restricted Shares and shall have all rights and interest in or relatedthereto without further action by the Grantee. The foregoing forfeiture provisions set forth 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 in consummation of any transaction described in Section 10 of the Plan and such stock or property shall be deemed Additional Securities (as defined in the Agreement) for purposes of the Agreement, but only tothe extent the Shares are at the time covered by such forfeiture provisions. 

By the Grantee’s electronic acceptance of this Award andby the acceptance of the Company’s representative below, the Company and the Grantee have executed this Notice and agree that the Award is to be governed by the terms and conditions of this Notice, the Plan, and the Agreement. 

 

Novellus Systems, Inc.,

a Californiacorporation
By:  Title:   Date:  
THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THEGRANTEE’S CONTINUOUS SERVICE. 

The Grantee understands that the Award is subject to the Grantee’s consent to access, andacknowledgement of having accessed, the Plan prospectus in connection with the Form S-8 registration statement for the Plan, any updates thereto, the Plan, the Agreement and this Notice (collectively, the “Plan Documents”) in electronicform through the E*Trade Financial web page at the following address: **[www.etrade.com]** or such other address as is provided by notification from time to time. By accepting the grant of the Award, the Grantee hereby: (i) consents toaccess electronic copies (instead of receiving paper copies) of the Plan Documents via the E*Trade Financial web page or such other web page as is provided by notification from time to time, (ii) represents that the Grantee has access to theinternet generally; (iii) acknowledges receipt of electronic copies, or that the Grantee is already in possession of paper copies, of the Plan Documents and the Company’s most recent annual report to shareholders; and (iv) representsthat the Grantee is familiar with the terms and provisions of the Plan Documents and accepts the Award subject to all of the terms and provisions of the Plan Documents. 

 

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The Grantee may receive, without charge, upon written or oral request, paper copies of any or all of thePlan Documents, documents incorporated by reference in the Form S-8 registration statement for the Plan, and the Company’s most recent annual report to shareholders by requesting them from Stock Administration at Novellus Systems, Incorporated,4000 North First Street, San Jose, CA 95134, Attn. Stock Administration M/S 90-2B. Telephone (408) 943-9700, email: stock.administration@novellus.com. 

The Grantee has reviewed this Notice, the Plan, and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice, and fully understands all provisions of thisNotice, the Plan and the Agreement. The Grantee hereby agrees that all questions of interpretation and administration relating to this Notice, the Plan and the Agreement shall be resolved by the Administrator in accordance with Section 12 ofthe Agreement. The Grantee further agrees to the venue selection in accordance with Section 13 of the Agreement. The Grantee further agrees to notify the Company upon any change in the residence address indicated in this Notice. 

 
Dated:                               Signed:       
 

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**NOVELLUS SYSTEMS, INC.**

**2001 STOCK INCENTIVE PLAN**

**RESTRICTED STOCK BONUS AWARD AGREEMENT**

1. Issuance of Shares. Novellus Systems, Inc., a California corporation (the “Company”), hereby issues to the Grantee(the “Grantee”) named in the Notice of Restricted Stock Bonus Award (the “Notice”), the Total Number of Shares of Common Stock Awarded set forth in the Notice (the “Shares”), subject to the Notice, this Restricted StockBonus Award Agreement (the “Agreement”) and the terms and provisions of the Company’s 2001 Stock Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein by reference. Unless otherwise definedherein, the terms defined in the Plan shall have the same defined meanings in this Agreement. All Shares issued hereunder will be deemed issued to the Grantee as fully paid and nonassessable shares, and the Grantee will have the right to vote theShares at meetings of the Company’s shareholders. The Company shall pay any applicable stock transfer taxes imposed upon the issuance of the Shares to the Grantee hereunder. 

2. Transfer Restrictions. The Shares issued to the Grantee hereunder may not be sold, transferred by gift, pledged, hypothecated, or otherwisetransferred or disposed of by the Grantee prior to the date when the Shares become vested pursuant to the Vesting Schedule set forth in the Notice. Any attempt to transfer Restricted Shares in violation of this Section 2 will be null and voidand will be disregarded. 

3. Escrow of Stock. For purposes of facilitating the enforcement of the provisions of this Agreement andthe payment of withholding taxes (if any) pursuant to Section 5 of this Agreement, the Grantee agrees, immediately upon receipt of the certificate(s) for the Restricted Shares, to deliver such certificate(s), together with an AssignmentSeparate from Certificate in the form attached hereto as Exhibit A, executed in blank by the Grantee with respect to each such stock certificate, to the Secretary or Assistant Secretary of the Company, or their designee, to hold inescrow for so long as such Restricted Shares have not vested pursuant to the Vesting Schedule set forth in the Notice, with the authority to take all such actions and to effectuate all such transfers and/or releases as may be necessary orappropriate to accomplish the objectives of this Agreement in accordance with the terms hereof. The Grantee hereby acknowledges that the appointment of the Secretary or Assistant Secretary of the Company (or their designee) as the escrow holderhereunder with the stated authorities is a material inducement to the Company to make this Agreement and that such appointment is coupled with an interest and is accordingly irrevocable. The Grantee agrees that such escrow holder shall not be liableto any party hereto (or to any other party) for any actions or omissions unless such escrow holder is grossly negligent relative thereto. The escrow holder may rely upon any letter, notice or other document executed by any signature purported to begenuine and may resign at any time. Upon the vesting of the Restricted Shares, the escrow holder will, without further order or instruction, transmit to the Grantee the certificate evidencing such Shares, subject, however, to satisfaction of anywithholding obligations provided in Section 5 below. 

 

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4. Distributions. The Company shall disburse to the Grantee all regular cash dividends withrespect to the Shares and Additional Securities (whether vested or not), less any applicable withholding obligations. 

5. Withholding ofTaxes. 

(a) General. The Grantee is ultimately liable and responsible for all taxes owed by the Grantee inconnection with the Award, regardless of any action the Company or any Related Entity takes with respect to any tax withholding obligations that arise in connection with the Award. Neither the Company nor any Related Entity makes any representationor undertaking regarding the treatment of any tax withholding in connection with the grant or vesting of the Award or the subsequent sale of Shares subject to the Award. The Company and its Related Entities do not commit and are under no obligationto structure the Award to reduce or eliminate the Grantee’s tax liability. 

(b) Payment of Withholding Taxes.Prior to any event in connection with the Award (e.g., vesting) that the Company determines may result in any tax withholding obligation, whether United States federal, state, local or non-U.S., including any employment tax obligation (the “TaxWithholding Obligation”), the Grantee must arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner acceptable to the Company. 

(i) *By Share Withholding.* To the extent the vesting of any Shares occurs during a “blackout period” of the Companywherein certain Employees are precluded from selling Shares and unless the Grantee determines to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, the Grantee authorizes the Company to withholdfrom those Shares issuable to the Grantee the whole number of Shares sufficient to satisfy the minimum applicable Tax Withholding Obligation. The Grantee acknowledges that the withheld Shares may not be sufficient to satisfy the Grantee’sminimum Tax Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or any Related Entity as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is notsatisfied by the withholding of Shares described above. 

(ii) *By Sale of Shares*. Unless the Grantee determines tosatisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, the Grantee’s acceptance of this Award constitutes the Grantee’s instruction and authorization to the Company and any brokerage firmdetermined acceptable to the Company for such purpose to sell on the Grantee’s behalf a whole number of Shares from those Shares issuable to the Grantee as the Company determines to be appropriate to generate cash proceeds sufficient to satisfythe minimum applicable Tax Withholding Obligation. Such Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. The Grantee will be responsible for all broker’s fees andother costs of sale, and the Grantee agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Grantee’s minimum Tax WithholdingObligation, the Company agrees to pay such excess in cash to the Grantee. The Grantee acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale maynot be sufficient to satisfy the Grantee’s minimum Tax Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or any Related Entity as soon as practicable, including through additional payroll withholding, any amount ofthe Tax Withholding Obligation that is not satisfied by the sale of Shares described above. 

 

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(iii) *By Check, Wire Transfer or Other Means*. At any time not less than five(5) business days before any Tax Withholding Obligation arises (e.g., a vesting date), the Grantee may elect to satisfy the Grantee’s Tax Withholding Obligation by delivering to the Company an amount that the Company determines issufficient to satisfy the Tax Withholding Obligation by (x) wire transfer to such account as the Company may direct, (y) delivery of a certified check payable to the Company, or (z) such other means as specified from time to time bythe Administrator. 

6. Additional Securities. Any securities or cash received (other than a regular cash dividend) as the result ofownership of the Restricted Shares (the “Additional Securities”), including, but not by way of limitation, warrants, options and securities received as a stock dividend or stock split, or as a result of a recapitalization or reorganizationor other similar change in the Company’s capital structure, shall be retained in escrow in the same manner and subject to the same conditions and restrictions as the Restricted Shares with respect to which they were issued, including, withoutlimitation, the Vesting Schedule set forth in the Notice. The Grantee shall be entitled to direct the Company to exercise any warrant or option received as Additional Securities upon supplying the funds necessary to do so, in which event thesecurities so purchased shall constitute Additional Securities, but the Grantee may not direct the Company to sell any such warrant or option. If Additional Securities consist of a convertible security, the Grantee may exercise any conversion right,and any securities so acquired shall constitute Additional Securities. In the event of any change in certificates evidencing the Shares or the Additional Securities by reason of any recapitalization, reorganization or other transaction that resultsin the creation of Additional Securities, the escrow holder is authorized to deliver to the issuer the certificates evidencing the Shares or the Additional Securities in exchange for the certificates of the replacement securities. 

7. Stop-Transfer Notices. In order to ensure compliance with the restrictions on transfer set forth in this Agreement, the Notice or the Plan, theCompany may issue appropriate “stop transfer” instructions to its transfer agent, if any, and, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. 

8. Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwisetransferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been sotransferred. 

 

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9. Restrictive Legends. The Grantee understands and agrees that the Company shall cause thelegends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THAT CERTAIN RESTRICTED STOCK BONUS AWARD AGREEMENT BETWEEN THECOMPANY AND THE NAMED SHAREHOLDER. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH SUCH AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. 

10. Entire Agreement: Governing Law. The Notice, the Plan and this Agreement constitute the entire agreement of the parties with respect to thesubject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantee’s interest except by means ofa writing signed by the Company and the Grantee. These agreements are to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any choice of law rule that would cause the application ofthe laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. Should any provision of the Notice or this Agreement be determined to be illegal or unenforceable, the other provisionsshall nevertheless remain effective and shall remain enforceable. 

11. Headings. The captions used in this Agreement are insertedfor convenience and shall not be deemed a part of this Agreement for construction or interpretation. 

12. Administration andInterpretation. Any question or dispute regarding the administration or interpretation of the Notice, the Plan or this Agreement shall be submitted by the Grantee or by the Company to the Administrator. The resolution of such question or disputeby the Administrator shall be final and binding on all persons. 

13. Venue. The parties agree that any suit, action, or proceedingarising out of or relating to the Notice, the Plan or this Agreement shall be brought in the United States District Court for the Northern District of California (or should such court lack jurisdiction to hear such action, suit or proceeding, in aCalifornia state court in the County of San Mateo) and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venuefor any such suit, action or proceeding brought in such court. If any one or more provisions of this Section 13 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall bemodified to the minimum extent necessary to make it or its application valid and enforceable. 

 

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14. Notices. Any notice required or permitted hereunder shall be given in writing and shall bedeemed effectively given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United States mail by certified mail (if the parties are within the United States), withpostage and fees prepaid, addressed to the other party at its address as shown in these instruments, or to such other address as such party may designate in writing from time to time to the other party. 

**END OF AGREEMENT**

 

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**EXHIBIT A**

**STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE**

**[Please print out and sign this document but do not date it. The dateand information of the transferee will be completed if and when the shares are assigned.]**

FOR VALUE RECEIVED,                             hereby sells, assigns and transfers unto*                                    *,                                    (            ) shares of the Common Stock of Novellus Systems, Inc., a California Company (the “Company”), standing in his name on the books of, the Companyrepresented by Certificate No.                                              herewith, and does hereby irrevocably constitute and appoint the Secretary of the Company attorney to transfer the saidstock in the books of the Company with full power of substitution. 

DATED:                            

 
By   Award Number  Grantee’s Name and Address         
 

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**NOVELLUS SYSTEMS, INC.**

**2001 STOCK INCENTIVE PLAN**

**NOTICE OF RESTRICTED STOCK UNIT AWARD**

 
Grantee’s Name and Address:         
You (the “Grantee”) have been granted an award of Restricted Stock Units (the“Award”), subject to the terms and conditions of this Notice of Restricted Stock Unit Award (the “Notice”), the Novellus Systems, Inc. 2001 Stock Incentive Plan, as amended from time to time (the “Plan”) and theRestricted Stock Unit Agreement (the “Agreement”) attached hereto, as follows. Unless otherwise provided herein, the terms in this Notice shall have the same meaning as those defined in the Plan. 

 
Award Number  Date of Award  Vesting Commencement Date  Total Number of Restricted Stock Units Awarded (the “Units”)  
Vesting Schedule: 

Subject to the Grantee’s Continuous Service and other limitations set forth in this Notice, the Agreement and the Plan, the Units will “vest” in accordance with the following schedule (the “VestingSchedule”): 

[INSERT VESTING SCHEDULE] 

In the event the Grantee’s Continuous Service terminates due to death or Disability, fifty percent (50%) of the total number of Units awarded will accelerate and vest immediately prior to such termination ofContinuous Service. 

In the event of the Grantee’s change in status from Employee to Consultant or Director, or from an Employee whosecustomary employment is 20 hours or more per week to an Employee whose customary employment is fewer than 20 hours per week, vesting of the Units shall continue in accordance with the Vesting Schedule set forth above and terms of this Notice, theAgreement and the Plan, unless affirmatively determined otherwise by the Administrator; provided, however, that the determination of whether such change in status results in a termination of Continuous Service (resulting in forfeiture of unvestedUnits) will be determined in accordance with Section 409A of the Code. 

During any authorized leave of absence, the vesting of theUnits as provided in this schedule shall be suspended (to the extent permitted under Section 409A of the Code) after the leave of absence exceeds a period of thirty (30) days. The Vesting Schedule of the Units shall be extended by thelength of the suspension. Vesting of the Units shall resume upon the Grantee’s 

termination of the leave of absence and return to service to the Company or a Related Entity; provided, however, that if the leave of absence exceeds six(6) months, and a return to service upon expiration of such leave is not guaranteed by statute or contract, then (a) the Grantee’s Continuous Service shall be deemed to terminate on the first date following such six-month period and(b) the Grantee will forfeit the Units that are unvested on the date of the Grantee’s termination of Continuous Service. An authorized leave of absence shall include sick leave, military leave, or other bona fide leave of absence (such astemporary employment by the government). 

For purposes of this Notice and the Agreement, the term “vest” shall mean, with respectto any Units, that such Units are no longer subject to forfeiture to the Company. If the Grantee would become vested in a fraction of a Unit, such Unit shall not vest until the Grantee becomes vested in the entire Unit. 

Vesting shall cease upon the date the Grantee terminates Continuous Service for any reason, excluding death or Disability. In the event the Granteeterminates Continuous Service for any reason, excluding death or Disability, any unvested Units held by the Grantee immediately following such termination of the Grantee’s Continuous Service shall be forfeited and deemed reconveyed to theCompany and the Company shall thereafter be the legal and beneficial owner of such reconveyed Units and shall have all rights and interest in or related thereto without further action by the Grantee. In the event the Grantee terminates ContinuousService due to death or Disability, fifty percent (50%) of the total number of Units awarded will accelerate and vest immediately prior to such termination and all remaining unvested Units, if any, shall be forfeited and deemed reconveyed tothe Company and the Company shall thereafter be the legal and beneficial owner of such reconveyed Units and shall have all rights and interest in or related thereto without further action by the Grantee. 

IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the Award is to be governed by the terms and conditions of thisNotice, the Plan, and the Agreement. 

 

Novellus Systems, Inc.,

a Californiacorporation
By:  Title:   Date:  
THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE UNITS SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THEGRANTEE’S CONTINUOUS SERVICE OR AS OTHERWISE SPECIFICALLY PROVIDED HEREIN (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THEAGREEMENT, NOR IN THE PLAN, SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF THE GRANTEE’S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH 

 

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THE GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE GRANTEE’S CONTINUOUS SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE, AND WITH ORWITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE’S STATUS IS AT WILL. 

**Grantee Acknowledges and Agrees:**

The Grantee acknowledges receipt of a copy of the Plan andthe Agreement and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Agreement and thePlan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice and fully understands all provisions of this Notice, the Agreement and the Plan. The Grantee further agrees and acknowledges that thisAward is a non-elective arrangement pursuant to Section 409A of the Code. 

The Grantee further acknowledges that, from time to time,the Company may be in a “blackout period” and/or subject to applicable federal securities laws that could subject the Grantee to liability for engaging in any transaction involving the sale of the Company’s Shares. The Grantee furtheracknowledges and agrees that, prior to the sale of any Shares acquired under this Award, it is the Grantee’s responsibility to determine whether or not such sale of Shares will subject the Grantee to liability under insider trading rules orother applicable federal securities laws. 

The Grantee understands that the Award is subject to the Grantee’s consent to access, andacknowledgement of having accessed, the Plan prospectus in connection with the Form S-8 registration statement for the Plan, any updates thereto, the Plan, the Agreement and this Notice (collectively, the “Plan Documents”) in electronicform through the E*Trade Financial web page at the following address: **[www.etrade.com]** or such other address as is provided by notification from time to time. By accepting the grant of the Award, the Grantee hereby: (i) consents toaccess electronic copies (instead of receiving paper copies) of the Plan Documents via the E*Trade Financial web page or such other web page as is provided by notification from time to time, (ii) represents that the Grantee has access to theinternet generally; (iii) acknowledges receipt of electronic copies, or that the Grantee is already in possession of paper copies, of the Plan Documents and the Company’s most recent annual report to shareholders; and (iv) representsthat the Grantee is familiar with the terms and provisions of the Plan Documents and accepts the Award subject to all of the terms and provisions of the Plan Documents. 

The Grantee may receive, without charge, upon written or oral request, paper copies of any or all of the Plan Documents, documents incorporated by reference in the Form S-8 registration statement for the Plan, and theCompany’s most recent annual report to shareholders by requesting them from Stock Administration at Novellus Systems, Incorporated, 4000 North First Street, San Jose, CA 95134, Attn. Stock Administration M/S 90-2B. Telephone(408) 943-9700, email: stock.administration@novellus.com. 

 

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The Grantee hereby agrees that all questions of interpretation and administration relating to thisNotice, the Plan and the Agreement shall be resolved by the Administrator in accordance with Section 8 of the Agreement. The Grantee further agrees to the venue and jurisdiction selection in accordance with Section 9 of the Agreement. TheGrantee further agrees to notify the Company upon any change in his or her residence address indicated in this Notice. 

 
Date:                                   Grantee’s Signature       Grantee’s Printed Name       Address     
 

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**Award Number:                                    **

**NOVELLUS SYSTEMS, INC.**

**2001 STOCKINCENTIVE PLAN**

**RESTRICTED STOCK UNIT AGREEMENT**

1. Issuance of Units. Novellus Systems, Inc., a California corporation (the “Company”), hereby issues to the Grantee (the“Grantee”) named in the Notice of Restricted Stock Unit Award (the “Notice”) an award (the “Award”) of the Total Number of Restricted Stock Units Awarded set forth in the Notice (the “Units”), subject to theNotice, this Restricted Stock Unit Agreement (the “Agreement”) and the terms and provisions of the Novellus Systems, Inc. 2001 Stock Incentive Plan, as amended from time to time (the “Plan”), which is incorporated herein byreference. Unless otherwise provided herein, the terms in this Agreement shall have the same meaning as those defined in the Plan. 

2.Transfer Restrictions. The Units may not be transferred in any manner other than by will or by the laws of descent and distribution. 

3. Conversion of Units and Issuance of Shares. 

(a) General. Subject to Sections 3(b) and 3(c),one share of Common Stock shall be issuable for each Unit subject to the Award (the “Shares”) upon the earlier of: (i) vesting; or (ii) immediately prior to the specified effective date of a Change in Control or a CorporateTransaction (each as defined in the Plan) which also constitutes 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) of the Company.Immediately thereafter, or as soon as administratively feasible, the Company will transfer the appropriate number of Shares to the Grantee after satisfaction of any required tax or other withholding obligations. Any fractional Unit remaining afterthe Award is fully vested shall be discarded and shall not be converted into a fractional Share. Effective upon the consummation of a Corporate Transaction, the Award shall terminate unless it is Assumed in connection with the Corporate Transaction.

(b) Delay of Conversion. The conversion of the Units into the Shares under Section 3(a), above, shall bedelayed in the event the Company reasonably anticipates that the issuance of the Shares would constitute a violation of federal securities laws or other Applicable Law. If the conversion of the Units into the Shares is delayed by the provisions ofthis Section 3(b), the conversion of the Units into the Shares shall occur at the earliest date at which the Company reasonably anticipates issuing the Shares will not cause a violation of federal securities laws or other Applicable Law. Forpurposes of this Section 3(b), the issuance of Shares that would cause inclusion in gross income or the application of any penalty provision or other provision of the Code is not considered a violation of Applicable Law. 

(c) Delay of Issuance of Shares. The Company shall delay the issuance of anyShares under this Section 3 to the extent necessary to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to certain “specified employees” of certain publicly-traded companies); in such event, any Sharesto which the Grantee would otherwise be entitled during the six (6) month period following the date of the Grantee’s termination of Continuous Service will be issuable on the first business day following the expiration of such six(6) month period. 

4. Right to Shares. The Grantee shall not have any right in, to or with respect to any of the Shares(including any voting rights or rights with respect to dividends paid on the Common Stock) issuable under the Award until the Award is settled by the issuance of such Shares to the Grantee. 

5. Taxes. 

(a) TaxLiability. The Grantee is ultimately liable and responsible for all taxes owed by the Grantee in connection with the Award, regardless of any action the Company or any Related Entity takes with respect to any tax withholding obligations thatarise in connection with the Award. Neither the Company nor any Related Entity makes any representation or undertaking regarding the treatment of any tax withholding in connection with any aspect of the Award, including the grant, vesting,assignment, release or cancellation of the Units, the delivery of Shares, the subsequent sale of any Shares acquired upon vesting and the receipt of any dividends or dividend equivalents. The Company does not commit and is under no obligation tostructure the Award to reduce or eliminate the Grantee’s tax liability. 

(b) Payment of Withholding Taxes. Priorto any event in connection with the Award (e.g., vesting) that the Company determines may result in any tax withholding obligation, whether United States federal, state, local or non-U.S., including any social insurance, employment tax, payment onaccount or other tax-related obligation (the “Tax Withholding Obligation”), the Grantee must arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner acceptable to the Company. 

(i) *By Share Withholding.* The Grantee authorizes the Company to, upon the exercise of its sole discretion, withhold from thoseShares issuable to the Grantee the whole number of Shares sufficient to satisfy the minimum applicable Tax Withholding Obligation. The Grantee acknowledges that the withheld Shares may not be sufficient to satisfy the Grantee’s minimum TaxWithholding Obligation. Accordingly, the Grantee agrees to pay to the Company or any Related Entity as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by thewithholding of Shares described above. 

(ii) *By Sale of Shares*. Unless the Grantee determines to satisfy the TaxWithholding Obligation by some other means in accordance with clause (iii) below, the Grantee’s acceptance of this Award constitutes the Grantee’s instruction and authorization to the Company and any brokerage firm determinedacceptable to the Company for such purpose to, upon the exercise of Company’s sole discretion, sell on the Grantee’s behalf a whole number of Shares from those Shares issuable to the Grantee as the Company determines to be appropriate togenerate cash proceeds sufficient to satisfy the minimum applicable Tax Withholding Obligation. Such Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) 

 

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or as soon thereafter as practicable. The Grantee will be responsible for all broker’s fees and other costs of sale, and the Grantee agrees to indemnifyand hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Grantee’s minimum Tax Withholding Obligation, the Company agrees to pay such excess in cashto the Grantee. The Grantee acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Grantee’s minimum TaxWithholding Obligation. Accordingly, the Grantee agrees to pay to the Company or any Related Entity as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by thesale of Shares described above. 

(iii) *By Check, Wire Transfer or Other Means*. At any time not less than five(5) business days (or such fewer number of business days as determined by the Administrator) before any Tax Withholding Obligation arises (e.g., a vesting date), the Grantee may elect to satisfy the Grantee’s Tax Withholding Obligation bydelivering to the Company an amount that the Company determines is sufficient to satisfy the Tax Withholding Obligation by (x) wire transfer to such account as the Company may direct, (y) delivery of a certified check payable to theCompany, or (z) such other means as specified from time to time by the Administrator. 

Notwithstanding the foregoing, the Company or a Related Entityalso may satisfy any Tax Withholding Obligation by offsetting any amounts (including, but not limited to, salary, bonus and severance payments) payable to the Grantee by the Company and/or a Related Entity. Furthermore, in the event of anydetermination that the Company has failed to withhold a sum sufficient to pay all withholding taxes due in connection with the Award, the Grantee agrees to pay the Company the amount of such deficiency in cash within five (5) days afterreceiving a written demand from the Company to do so, whether or not the Grantee is an employee of the Company at that time. 

6. EntireAgreement; Governing Law. The Notice, the Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company andthe Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantee’s interest except by means of a writing signed by the Company and the Grantee. These agreements are to be construed in accordance with andgoverned by the internal laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights andduties of the parties. Should any provision of the Notice or this Agreement be determined to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable. 

7. Construction. The captions used in the Notice and this Agreement are inserted for convenience and shall not be deemed a part of the Award forconstruction or interpretation. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the contextclearly requires otherwise. 

 

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8. Administration and Interpretation. Any question or dispute regarding the administration orinterpretation of the Notice, the Plan or this Agreement shall be submitted by the Grantee or by the Company to the Administrator. The resolution of such question or dispute by the Administrator shall be final and binding on all persons. 

9. Venue and Jurisdiction. The parties agree that any suit, action, or proceeding arising out of or relating to the Notice, the Plan or thisAgreement shall be brought exclusively in the United States District Court for the Northern District of California (or should such court lack jurisdiction to hear such action, suit or proceeding, in a California state court in the County of SanMateo) and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceedingbrought in such court. If any one or more provisions of this Section 9 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary tomake it or its application valid and enforceable. 

10. Notices. Any notice required or permitted hereunder shall be given in writingand shall be deemed effectively given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United States mail by certified mail (if the parties are within the UnitedStates), with postage and fees prepaid, addressed to the other party at its address as shown in these instruments, or to such other address as such party may designate in writing from time to time to the other party. 

11. Data Privacy. The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, ofthe Grantee’s personal data as described in this Agreement by and among, as applicable, the Grantee’s employer, the Company, and any Related Entity for the exclusive purpose of implementing, administering and managing the Grantee’sparticipation in the Plan. The Grantee understands that the Company or any Related Entity may hold certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, date ofbirth, social security/insurance number or other identification number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, details of all awards or any other entitlement to shares awarded, canceled,vested, unvested or outstanding in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”). The Grantee understands that Data may be transferred to any third parties assisting in theimplementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than theGrantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizesthe recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of suchData as may be required to a broker, escrow agent or other third party with whom the Shares received upon vesting of the Units may be deposited. The Grantee understands that Data will be held pursuant to this Section 11 only as long as isnecessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view Data, request additional information about 

 

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the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, bycontacting in writing the Grantee’s local human resources representative. The Grantee understands that refusal or withdrawal of consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequencesof the Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative. 

12. Amendment and Delay to Meet the Requirements of Section 409A. The Grantee acknowledges that the Company, in the exercise of its solediscretion and without the consent of the Grantee, may amend or modify this Agreement in any manner and delay the issuance of any Shares issuable pursuant to this Agreement to the minimum extent necessary to meet the requirements ofSection 409A of the Code as amplified by any Treasury regulations or guidance from the Internal Revenue Service as the Company deems appropriate or advisable. In addition, the Company makes no representation that the Award will comply withSection 409A of the Code and makes no undertaking to prevent Section 409A of the Code from applying to the Award or to mitigate its effects on any deferrals or payments made in respect of the Units. The Grantee is encouraged to consult atax adviser regarding the potential impact of Section 409A of the Code. 

**END OF AGREEMENT**

 

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