Cascade Microtech, Inc. 2004 Employee Stock Purchase Plan, as amended



 EXHIBIT 10.4 
 CASCADE MICROTECH, INC. 
 AMENDED AND RESTATED 
 2004 EMPLOYEE STOCK PURCHASE PLAN 
 The following constitute the provisions of the 2004 Employee Stock Purchase Plan of Cascade Microtech, Inc. The Plan was adopted by the Board on February 27, 2004, effective as of the date of the Company’s IPO, and was amended and
restated on February 6, 2009, effective as of April 30, 2009. 
 1. Purpose. The purpose of the Plan is to provide employees
of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an “Employee Stock Purchase
Plan” under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of
the Code. 
 2. Definitions. 
 (a) “Board” shall mean the Board of Directors of the Company. 
 (b)
“Code” shall mean the Internal Revenue Code of 1986, as amended. 
 (c) “Common Stock” shall mean the
common stock of the Company. 
 (d) “Company” shall mean Cascade Microtech, Inc. an Oregon corporation, and any
Designated Subsidiary of the Company. 
 (e) “Compensation” shall mean all base straight time gross earnings and
commissions, but exclusive of payments for overtime, shift premium, incentive compensation, incentive payments, bonuses and other compensation. 
 (f) “Designated Subsidiary” shall mean any Subsidiary which has been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan. 
 (g) “Employee” shall mean any individual who is an Employee of the Company for tax purposes whose customary employment with the
Company is at least twenty (20) hours per week and more than five (5) months in any calendar year. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other
leave of absence approved by the Company. Where the period of leave exceeds 90 days and the individual’s right to re-employment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated
on the 91st day of such leave. 
 (h) “Enrollment Date” shall mean the first Trading Day of each Offering Period.

 (i) “Fair Market Value” shall mean, as of any date, the value of Common Stock determined as follows: 

(1) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last
market trading day on or before the date of such determination, as reported in The Wall Street Journal or such other source as the Board deems reliable; 
  

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 (2) If the Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value shall be the mean of the closing bid and asked prices for the Common Stock for the last quotation day on or before the date of such determination, as reported in The Wall Street Journal or such other
source as the Board deems reliable; or 
 (3) In the absence of an established market for the Common Stock, the Fair Market
Value thereof shall be determined in good faith by the Board. 
 (j) “IPO” shall mean the initial offering of Common
Stock to the public pursuant to a registration statement filed by the Company with the Securities and Exchange Commission. 
 (k) “Offering Periods” shall mean the periods of approximately six (6) months commencing on the first Trading Day on or after May 1 and November 1 of each year and terminating on the last Trading Day in the period
ending six (6) months later. The duration and timing of Offering Periods may be changed pursuant to Section 4 of this Plan. 
 (l) “Plan” shall mean this 2004 Employee Stock Purchase Plan. 
 (m) “Purchase
Date” shall mean the last day of each Offering Period. 
 (n) “Purchase Price” shall mean an amount equal to
85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Purchase Date, whichever is lower. 
 (o) “Reserves” shall mean the number of shares of Common Stock covered by each option under the Plan which have not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan
but not yet placed under option. 
 (p) “Subsidiary” shall mean a corporation, domestic or foreign, of which not
less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary. 
 (q) “Trading Day” shall mean a day on which national stock exchanges and the Nasdaq System are open for trading. 
 (r) “Valuation Date” shall mean the date on which the Fair Market Value of Common Stock is to be determined for purposes of
setting the price of Shares of Common Stock under Section 2(n) (that is, the Enrollment Date or the applicable Purchase Date). If the Enrollment Date is not a date on which the Fair Market Value may be determined in accordance with
Section 2(i), the Valuation Date shall be the first day after the Enrollment Date for which such Fair Market Value may be determined. If the Purchase Date is not a date on which the Fair Market Value may be determined in accordance with
Section 2(i) the Valuation Date shall be the first date prior to the Purchase Date on which such Fair Market Value may be determined. 
 3. Eligibility. 
 (a) Any Employee who shall be employed by the Company on a given Enrollment Date shall be
eligible to participate in the Plan. 
 (b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be
granted an option under the Plan (i) to the extent that, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own capital stock of
the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Subsidiary, or (ii) to the
extent that his or her rights to purchase stock under all employee stock purchase plans of the Company and its subsidiaries accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at the fair market value of
the shares at the time such option is granted) for each calendar year in which such option is outstanding at any time. 
  

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 4. Offering Periods. The Plan shall be implemented by consecutive Offering Periods with a new
Offering Period commencing on the first Trading Day on or after May 1 and November 1 each year, or on such other date as the Board shall determine, and continuing for six-month periods thereafter until terminated in accordance with
Section 20 hereof. The Board shall have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without shareholder approval if such change is announced at least five
(5) days prior to the scheduled beginning of the first Offering Period to be affected thereafter. 
 5. Participation. An
eligible Employee may become a participant in the Plan by completing a subscription agreement authorizing payroll deductions in the form of Exhibit A to this Plan and filing it with the Company’s payroll office prior to the applicable
Enrollment Date. 
 6. Payroll Deductions. 
 (a) A participant may purchase shares of Common Stock under the Plan solely by means of payroll deductions. At the time a participant
files his or her subscription agreement, he or she shall elect to have payroll deductions made on each pay day during the Offering Period in one percent (1%) increments of not less than two percent (2%) or greater than fifteen percent
(15%) of the Compensation which he or she receives on each pay day during the Offering Period. Payroll deductions for a participant shall commence on the first payroll following the Enrollment Date and shall end on the last payroll in the
Offering Period to which such authorization is applicable, unless sooner terminated by the participant as provided in Section 10 hereof 
 (b) All payroll deductions made for a participant shall be credited to his or her account under the Plan and shall be withheld in whole percentages only. A participant may not make any additional payments into such
account. 
 (c) A participant may discontinue his or her participation in the Plan as provided in Section 10 hereof, or
may increase or decrease the rate of his or her payroll deductions during the Offering Period by completing or filing with the Company a new subscription agreement authorizing a change in payroll deduction rate. The Board may, in its discretion,
limit the number of participation rate changes during any Offering Period. The change in rate shall be effective with the first full payroll period following five (5) business days after the Company’s receipt of the new subscription
agreement unless the Company elects to process a given change in participation more quickly. A participant’s subscription agreement shall remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof.

 (d) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and
Section 3(b) hereof, a participant’s payroll deductions may be decreased to zero percent (0%) at any time during any Offering Period. Payroll deductions shall recommence at the rate provided in such participant’s subscription
agreement at the beginning of the first Offering Period which is scheduled to end in the following calendar year, unless terminated by the participant as provided in Section 10 hereof. 
 (e) At the time the option is exercised, in whole or in part, or at the time some or all of the Company’s Common Stock issued under
the Plan is disposed of, the participant must make adequate provision for the Company’s federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any
time, the Company may, but shall not be obligated to, withhold from the participant’s compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the
Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Employee. 
 7. Grant of
Option. On the Enrollment Date of each Offering Period, each eligible Employee participating in such Offering Period shall be granted an option to purchase on the Purchase Date of such Offering Period (at the applicable Purchase Price) up to a
number of shares of the Company’s Common Stock determined by dividing such Employee’s payroll deductions accumulated prior to and during the Offering Period and retained in the Participant’s account as of the Purchase Date by the
applicable Purchase Price; provided that in no event shall an Employee be permitted to purchase during each Offering Period more than the number of shares of the Company’s 

  

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Common Stock determined by dividing $12,500 by the fair market value of a share of the Company’s Common Stock on the Enrollment Date, and provided
further that such purchase shall be subject to the limitations set forth in Sections 3(b) and 8(b) hereof. Exercise of the option shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10
hereof. The option shall expire on the last day of the Offering Period. 
 8. Exercise of Option. 
 (a) Unless a participant withdraws from the Plan as provided in Section 10 hereof, his or her option for the purchase of shares of
the Company’s Common Stock shall be exercised automatically on the Purchase Date, and the maximum number of full shares subject to the option shall be purchased for such participant at the applicable Purchase Price with the accumulated payroll
deductions in his or her account. No fractional shares shall be purchased; any payroll deductions accumulated in a participant’s account which are not sufficient to purchase a full share shall be retained in the participant’s account for
the subsequent Offering Period, subject to earlier withdrawal by the participant as provided in Section l0 hereof. During a participant’s lifetime, a participant’s option to purchase shares hereunder is exercisable only by him or her.

 (b) If the Board determines that, on a given Purchase Date, the number of shares with respect to which options are to be
exercised may exceed (i) the number of shares of Common Stock that were available for sale under the Plan on the Enrollment Date of the applicable Offering Period, or (ii) the number of shares available for sale under the Plan on such
Purchase Date, the Board may in its sole discretion provide that the Company shall make a pro rata allocation of the shares of Common Stock available for purchase on such Enrollment Date or Purchase Date, as applicable, in as uniform a manner as
shall be practicable and as it shall determine in its sole discretion to be equitable among all participants exercising options to purchase Common Stock on such Purchase Date. 
 9. Delivery. As promptly as practicable after each Purchase Date, the Company shall arrange the delivery to each participant, as appropriate, of a
certificate representing the shares purchased upon exercise of his or her option. 
 10. Withdrawal. 
 (a) A participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to
exercise his or her option under the Plan at any time by giving written notice to the Company in the form of Exhibit B to this Plan. All of the participant’s payroll deductions credited to his or her account shall be paid to such participant
promptly after receipt of notice of withdrawal and such participant’s option for the Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of shares shall be made for such Offering Period. If a
participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning of the succeeding Offering Period unless the participant delivers to the Company a new subscription agreement. 
 (b) A participant’s withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any
similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant withdraws. 
 11. Termination of Employment. Upon a participant’s ceasing to be an Employee, for any reason, he or she shall be deemed to have elected to
withdraw from the Plan and the payroll deductions credited to such participant’s account during the Offering Period but not yet used to exercise the option shall be returned to such participant or, in the case of his or her death, to the person
or persons entitled thereto under Section 15 hereof, and such participant’s option shall be automatically terminated. The preceding sentence notwithstanding, a participant who receives payment in lieu of notice of termination of employment
shall be treated as continuing to be an Employee for the participant’s customary number of hours per week of employment during the period in which the participant is subject to such payment in lieu of notice. 
 12. Interest. No interest shall accrue on the payroll deductions of a participant in the Plan. 
  

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 13. Stock. 
 (a) Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of
shares of the Company’s Common Stock which shall be made available for sale under the Plan shall be 400,000 shares, plus an annual increase to be added on the first day of the Company’s fiscal year beginning in 2006 equal to the lesser of:
(i) one and one-half percent (1.5%) of the outstanding shares of Common Stock on the first day of the Company’s fiscal year for which the increase is being made; (ii) 100,000 shares of the Company’s Common Stock or;
(iii) an amount determined by the Board. 
 (b) The participant shall have no interest or voting right in shares covered
by his option until such option has been exercised. 
 (c) Shares to be delivered to a participant under the Plan shall be
registered in the name of the participant or in the name of the participant and his or her spouse. 
 14. Administration. The Plan
shall be administered by the Board or a committee of members of the Board appointed by the Board. The Board or its committee shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine
eligibility and to adjudicate all disputed claim filed under the Plan. Every finding, decision and determination made by the Board or its committee shall to the full extent permitted by law, be final and binding upon all parties. 
 15. Designation of Beneficiary. 
 (a) A participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participant’ s account under the Plan in the event of such participant’s death
subsequent to a Purchase Date on which the option is exercised but prior to delivery to such participant of such shares and cash. In addition, a participant may file a written designation of a beneficiary who is to receive any cash from the
participant’s account under the Plan in the event of such participant’s death prior to exercise of the option. If a participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such
designation to be effective. 
 (b) Such designation of beneficiary may be changed by the participant at any time by written
notice. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant’s death, the Company shall deliver such shares and/or cash to the executor or
administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more
dependents or relatives of the participant or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 
 16. Transferability. Neither payroll deductions credited to a participant’s account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred,
pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15 hereof) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be
without effect except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof. 
 17. Use of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll
deductions. 
 18. Reports. Individual accounts shall be maintained for each participant in the Plan. Statements of account shall be
given to participating Employees at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of shares purchased and the remaining cash balance, if any. 
 19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger of Asset Sale. 
  

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 (a) Changes in Capitalization. Subject to any required action by the shareholders
of the Company, the Reserves, the maximum number of shares each participant may purchase each Offering Period pursuant to Section 7, as well as the price per share and the number of shares of Common Stock covered by each option under the Plan
which has not yet been exercised shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the
Common Stock, or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company, provided, however, that conversion of any convertible securities of the Company shall not be deemed to
have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option.

 (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering
Period then in progress shall be shortened by setting a new Purchase Date (the “New Purchase Date”), and shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the
Board. The New Purchase Date shall be before the date of the Company’s proposed dissolution or liquidation. The Board shall notify each participant in writing, at least ten (10) business days prior to the New Purchase Date, that the
Purchase Date for the participant’s option has been changed to the New Purchase Date and that the participant’s option shall be exercised automatically on the New Purchase Date, unless prior to such date the participant has withdrawn from
the Offering Period as provided in Section 10 hereof. 
 (c) Merger or Asset Sale. In the event of a proposed sale
of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each outstanding option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, any Offering Period then in progress shall be shortened by setting a New Purchase Date and the Offering Period then
in progress shall end on the New Purchase Date. The New Purchase Date shall be before the date of the Company’s proposed sale or merger. The Board shall notify each participant in writing, at least ten (10) business days prior to the New
Purchase Date, that the Purchase Date for the participant’s option has been changed to the New Purchase Date and that the participant’s option shall be exercised automatically on the New Purchase Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in Section 10 hereof. 
 20. Amendment or Termination. 

(a) The Board of Directors of the Company may at any time and for any reason terminate or amend the Plan. Except as provided in
Section 19 hereof, no such termination can affect options previously granted, provided that an Offering Period may be terminated by the Board of Directors on any Purchase Date if the Board determines that the termination of the Offering Period
or the Plan is in the best interests of the Company and its shareholders. Except as provided in Section 19 and this Section 20 hereof, no amendment may make any change in any option theretofore granted which adversely affects the rights of
any participant. To the extent necessary to comply with Section 423 of the Code (or any successor rule or provision or any other applicable law, regulation or stock exchange rule), the Company shall obtain shareholder approval in such a manner
and to such a degree as required. 
 (b) Without shareholder consent and without regard to whether any participant rights may
be considered to have been “adversely affected,” the Board (or its committee) shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the
exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company’s processing of
properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant properly correspond with
amounts withheld from the participant’s Compensation, and establish such 

  

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other limitations or procedures as the Board (or its committee) determines in its sole discretion advisable which are consistent with the Plan. 

(c) In the event the Board determines that the ongoing operation of the Plan may result in unfavorable financial accounting
consequences, the Board may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to: 
 (1) altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price;

 (2) shortening any Offering Period so that Offering Period ends on a new Purchase Date, including an Offering Period
underway at the time of the Board action; and 
 (3) allocating shares. 
 Such modifications or amendments shall not require stockholder approval or the consent of any Plan participants. 
 21. Notices. All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. 
 22. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions
of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon
which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. 
 As a condition to the exercise of an option, the Company may require the person exercising such option 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 the Company, such a representation is required by any of the aforementioned applicable provisions of law. 
 23. Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the Board of Directors or its approval by the
shareholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 20 hereof 
  

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 EXHIBIT A 
 CASCADE MICROTECH, INC. 
 2004 EMPLOYEE STOCK PURCHASE PLAN 
 SUBSCRIPTION AGREEMENT 
  

					
	Original Application	  	Enrollment Date:	  	

 Change in Payroll Deduction Rate 
 Change of Beneficiary(ies) 
 1. I,
_______________________________, hereby elect to participate in the Cascade Microtech, Inc. 2004 Employee Stock Purchase Plan (the “Plan”) for the Offering Period _____________, ____ to ___________, ____ and subscribe to purchase shares of
the Company’s Common Stock in accordance with this Subscription Agreement and the Plan. 
 2. I hereby authorize payroll deductions from each paycheck
in the amount of ________% of my Compensation on each payday during the Offering Period in accordance with the Plan. I understand that this amount must not be less than 2% and not more than 15% of my Compensation during the Offering Period. (Please
note that no fractional percentages are permitted.) 
 3. I understand that said payroll deductions shall be accumulated for the purchase of shares of Common
Stock at the applicable Purchase Price determined in accordance with the Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option. 
 4. I understand that I may discontinue at any time prior to the Purchase Date my participation in the Plan as provided in Section 10 of the Plan. I also understand
that I can increase or decrease the rate of my payroll deductions on one occasion only with respect to any increase and one occasion only with respect to any decrease during any Offering Period by completing and filing a new Subscription Agreement
with such increase or decrease taking effect as of the beginning of the calendar month following the date of filing of the new Subscription Agreement, if filed at least ten (10) business days prior to the beginning of such month. Further, I may
change the rate of my payroll deductions for future Offering Periods by filing a new Subscription Agreement, and any such change will be effective as of the beginning of the next Offering Period. In addition, I acknowledge that, unless I discontinue
my participation in the Plan as provided in Section 10 of the Plan, my election will continue to be effective for each successive Offering Period. 
 5.
I have received a copy of the complete “Cascade Microtech, Inc. 2004 Employee Stock Purchase Plan.” I understand that my participation in the Plan is in all respects subject to the terms of the Plan. I understand that my ability to
exercise the option under this Subscription Agreement is subject to shareholder approval of the Plan. 
 6. Shares purchased for me under the Plan should be
issued in the name(s) of (Employee or Employee and Spouse only): 
 ________________________________________________________ 
 7. I understand that if I dispose of any shares received by me pursuant to the Plan within two years after the Enrollment Date or one year after the Purchase Date, I
will be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the time such shares were purchased by me over the price
which I paid for the shares. I agree to notify 

  

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the Company in writing within 30 days after the date of any disposition of my shares and I will make adequate provision for Federal, state or other tax
withholding obligations, if any, which arise upon the disposition of the Common Stock. The Company may, but will not be obligated to, withhold from my compensation the amount necessary to meet any applicable withholding obligation including any
withholding necessary to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by me. If I dispose of such shares at any time after the expiration of the 2-year and 1-year holding
periods, I understand that I will be treated for federal income tax purposes as having received income only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal to the lesser of
(1) the excess of the fair market value of the shares at the time of such disposition over the purchase price which I paid for the shares, or (2) 15% of the fair market value of the shares on the first day of the Offering Period. The
remainder of the gain, if any, recognized on such disposition will be taxed as capital gain. 
 8. I hereby agree to be bound by the terms of the Plan. The
effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Plan. 
 9. In the event of my death, I hereby designate
the following as my beneficiary(ies) to receive all payments and shares due me under the Plan: 
 NAME: (Please print) 
 ___________________________________________________________ 
 (First)
                                         (Middle)
                                         (Last)

 _____________________________ 
 Relationship 
 ___________________________________________________________ 
 (Address)

 Employee’s Social Security Number: _______________________________ 
 Employee’s Address: __________________________________________ 
                                  __________________________________________

 I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME. 
 Dated: ___________________ 
 Signature of Employee: _____________________

 Spouse’s Signature (If beneficiary other than spouse): ______________________ 
  

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 EXHIBIT B 
 CASCADE MICROTECH 
 2004 EMPLOYEE STOCK PURCHASE PLAN 
 NOTICE OF WITHDRAWAL 
 I,
________________, hereby elect to withdraw my participation in the Cascade Microtech, Inc. 2004 Employee Stock Purchase Plan for the Offering Period that began on ______________ ____, 20__. This withdrawal covers all payroll deductions credited to
my account and is effective on the date designated below. 
 I understand that all payroll deductions credited to my account will be paid to
me as promptly as practicable and that my option for the current Offering Period will automatically terminate. I further understand that no further payroll deductions will be made for the purchase of shares in the current Offering Period and I shall
be eligible to participate in succeeding Offering Periods only by delivering to the Company a new Subscription Agreement. 
 Name and Address
of Participant: 
 ________________________________________ 
 ________________________________________ 
 ________________________________________ 
 Signature: ________________ 
 Date:
_________________ 
  

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