Exhibit 99.1
CYMER,
INC.
2005
EQUITY INCENTIVE PLAN
LONG-TERM INCENTIVE BONUS
PROGRAM AWARD
STOCK
UNIT GRANT NOTICE
Cymer, Inc. (the “Company” ), pursuant to
Section 7(c) of its 2005 Equity Incentive Plan (the
“Plan” ) and
its Long-Term Incentive Bonus Program (the “LTIP”),
hereby awards to you as a Participant under the Plan and the LTIP a
Stock Unit award for the number of shares of the Company’s
Common Stock set forth below (the “Award” ). This Award
is subject to all of the terms and conditions as set forth herein
and in (i) the applicable Stock Unit Agreement, which is
attached hereto and incorporated herein in its entirety,
(ii) the Plan, which is available on the Company’s
Intranet under the Human Resources section and is incorporated
herein in its entirety and (iii) the LTIP Summary Description,
which is attached hereto and incorporated herein in its
entirety.
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Participant:
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Date of Grant:
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Number of Shares subject to
Award:
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Consideration:
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Your Services to the Company
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Vesting Schedule
: The shares
subject to this Award will vest, if at all, following a 3-year
performance period that commences on the date of grant (“the
3-year performance period”) only if the Company’s
relative performance compared to specified peer companies over the
3-year performance period meets or exceeds certain performance
measures established in advance by the Company’s Compensation
Committee. Vesting of the shares subject to this Award is
subject to downward adjustment if you fail to meet 100% of your
individual management-by-objective (“MBO”) goals during
the 3-year performance period as determined by the Company’s
Compensation Committee. In addition to the Company’s
achievement of its applicable performance measures and your
achievement of your MBO goals, you must be employed on the last day
of the applicable 3-year performance period in order to be eligible
for any shares subject to your Award to vest.
Issuance Schedule:
If the
shares subject to the Award vest, the vested shares will be issued
to you during the first calendar year that follows the three-year
performance period. Subject to the terms of the Stock Unit
Agreement, the shares will generally be issued to you no later than
30 days following the completion and certification of the
Company’s financial statements for such performance
period.
Additional
Terms/Acknowledgements: You acknowledge
receipt of, and understand and agree to, this Stock Unit Grant
Notice, the Stock Unit Agreement, the Plan and the LTIP. You
also acknowledge receipt of the 2005 Equity Incentive Plan
Prospectus; provided, however , that if you are an Employee,
you acknowledge that the 2005 Equity Incentive Plan Prospectus is
available for your review on the Company’s Intranet under the
Human Resources section and that you also may receive a paper
version of the 2005 Equity Incentive Plan Prospectus upon your
request. You further acknowledge that as of the Date of
Grant, this Stock Unit Grant
Notice, the Stock Unit Agreement, the Plan and
the LTIP set forth the entire understanding between you and the
Company regarding the acquisition of stock in the Company pursuant
to this Award and supersede all prior oral and written agreements
on that subject with the exception of (i) Stock Awards (as
defined in the Plan) previously granted and delivered to you under
the Plan, and (ii) the following agreements only:
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PARTICIPANT
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CYMER, INC.
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By:
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Signature
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Signature
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Name:
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Name:
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Print
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Print
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Date:
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Title:
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Date:
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ATTACHMENTS
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Stock Unit Agreement LTIP
Summary Description
ATTACHMENT I
STOCK
UNIT AGREEMENT
Cymer, Inc.
2005
EQUITY INCENTIVE PLAN
LONG-TERM
INCENTIVE BONUS PROGRAM AWARD
STOCK
UNIT AGREEMENT
Pursuant to your Stock Unit Grant Notice
(“ Grant Notice
”) and this Stock Unit Agreement (the “ Agreement ”), Cymer, Inc.
(the “ Company
”) has granted you a Stock Unit award in accordance with the
terms of the Company’s Long-Term Incentive Bonus Program (the
“ LTIP ”) under
Section 7(c) of the Cymer, Inc. 2005 Equity
Incentive Plan (the “ Plan ”) for the number of shares
of the Company’s common stock (the “ Common Stock ”) indicated in the
Grant Notice (collectively, the “ Award ”). Defined terms not
explicitly defined in this Agreement but defined in the Plan or
Grant Notice will have the same definitions as in the Plan or Grant
Notice, as applicable.
The
details of your Award are as follows.
1.
DISTRIBUTION OF SHARES OF COMMON STOCK.
If the shares subject to
your Award vest, the Company will deliver to you a number of shares
of Common Stock equal to the number of vested shares of Common
Stock subject to your Award on the issuance date provided in your
Grant Notice; provided, however, that in the event that the Company
determines that you are subject to its policy regarding insider
trading of the Company’s stock and any shares of Common Stock
subject to your Award are scheduled to be delivered on a day (the
“ Original Distribution
Date ”) that does not occur during an “open
window period” applicable to you, as determined by the
Company in accordance with such policy, then such shares shall not
be delivered on such Original Distribution Date and shall instead
be delivered as soon as practicable within the next “open
window period” applicable to you pursuant to such policy;
provided, however, that unless the delay until the next open window
period or the next day when you are not prohibited from selling
shares of the Company’s stock in the public market would not
result in the imposition of any additional taxes under the Code
(including section 409A of the Code), the delivery of the shares
shall not be delayed pursuant to this provision beyond
December 31st of the same calendar year of the Original
Distribution Date.
2.
CONSIDERATION. The Common Stock delivered to you pursuant to
Section 1 of this Agreement shall be deemed paid, in whole or
in part, in consideration of your services to the Company in the
amounts and to the extent required by law.
3.
VESTING .
Subject to the limitations contained herein, your Award will vest,
if
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