exv10w34



 





Exhibit 10.34




NOVELLUS SYSTEMS, INC.




RESALE RESTRICTION AGREEMENT




     This RESALE RESTRICTION AGREEMENT (the “Agreement”) with respect to certain stock
option award agreements (the “Option Agreements”) issued under one or more of the stock
incentive plans of Novellus Systems, Inc. (the “Plan(s)”) is made by and between Novellus
Systems, Inc., a California corporation (the “Company”), and ___(the
“Holder”).



     WHEREAS, under one or more of the Plans, the Holder has been granted one or more options (the
“Options”) to acquire shares of common stock of the Company (the “Shares”) in such
quantities and at the exercise prices set forth in Exhibit A hereto pursuant to the Option
Agreements;



     WHEREAS, the Option has been made fully vested and exercisable, effective as of November 15,
2005, by reason of an action of the Stock Option and Compensation Committee of the Company’s Board
of Directors on October 27, 2005; and



     WHEREAS, the Company and the Holder have agreed to impose certain resale restrictions on the
Shares subject to the Options as provided herein on the terms and conditions contained herein.



     NOW, THEREFORE, it is agreed as follows:



     1. The Holder acknowledges that he or she has reviewed this Agreement in full.



     2. The Holder agrees not to sell, contract to sell, grant any option to purchase, transfer the
economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of
any Shares (or any interest in any Shares) until the Shares have been released from these resale
restrictions (hereinafter referred to as the “Resale Restrictions”).



     3. The Holder Agrees that the Shares under the heading “Total Number of Restricted Shares” in
Exhibit A shall be subject to the Resale Restrictions.



     4. The Resale Restrictions shall lapse in accordance with the vesting schedule applicable to
the Option prior to the acceleration of vesting approved by the Company’s Board of Directors and
effective November 15, 2005.



     5. Notwithstanding the foregoing, in the event the Holder’s employment or service with the
Company is terminated for any reason, 100% of the Shares subject to the Option shall become free
from the Resale Restrictions.



     6. This Agreement shall be effective as of November 15, 2005.



     7. The Holder represents and warrants that he or she has full power to enter into this
Agreement.



     8. This Agreement, the Option Agreement(s) and the Plan(s) constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their entirety all prior
understandings and agreements of the Company and the Holder with respect to the subject matter
hereof, and may not be modified except by means of a writing signed by the Company and the Holder.
This Agreement is 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 internal laws of the State of California to the rights
and duties of the parties. Nothing in this Agreement (except as expressly provided herein) is
intended to confer any rights or remedies on any persons other than the parties. Should any
provision of this Agreement be determined to be illegal or unenforceable, such provision shall be
enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.





 









 





     9. This Agreement shall be binding upon the Company and the Holder as well as the successors
and assigns (if any) of the Company and the Holder.



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered
on the date set forth beside such party’s signature.



	 	 	 	 	 
	Dated:  November __, 2005 	Novellus Systems, Inc.

 	 
	 	By:  	 	 
	 	 	                              	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	Dated:  November __, 2005 	       	 	 
	 	 	                         	 
	 	 	 	 
	 







 










 




Exhibit A




Schedule of Accelerated Stock Options




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Number	 	 
	 	 	 	 	Total Number	 	of Restricted	 	Per Share
	Award Number	 	Date of Award	 	of Shares	 	Shares	 	Exercise Price
	 
	 	___/___/___
	 	 	 	 	 	$___