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SEMITOOL, INC. EXECUTIVE BONUS PLAN

Employee Bonus Plan Agreement

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This Employee Bonus Plan Agreement involves

SEMITOOL INC

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Title: SEMITOOL, INC. EXECUTIVE BONUS PLAN
Governing Law: Montana     Date: 10/3/2005
Industry: Semiconductors     Sector: Technology

SEMITOOL, INC. EXECUTIVE BONUS PLAN, Parties: semitool inc
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Exhibit 10.1

SEMITOOL, INC.
EXECUTIVE BONUS PLAN




SECTION 1
ESTABLISHMENT AND PURPOSE

         1.1      Purpose . Semitool, Inc. (the “Company”) hereby establishes an Executive Bonus Plan (the “Plan”) specifically for its President and Chief Operating Officer, Larry Murphy (the “Executive”). The Plan is intended to increase stockholder value and the success of the Company by motivating the Executive (a) to perform to the best of his abilities, and (b) to achieve the Company’s objectives. The Plan’s goals are to be achieved by providing the Executive with incentive awards based on the achievement of goals relating to the performance of the Company. The Plan is not intended to qualify as performance-based compensation under Internal Revenue Code Section 162(m).

         1.2      Effective Date . The Plan has been approved by the independent directors and the Compensation Committee of the Board of Directors of the Company and shall be effective as of October 1, 2005.

SECTION 2
DEFINITIONS

        The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:

        2.1      “ Actual Award ” means as to any Plan Year, the actual award (if any) payable to the Executive for the Plan Year. The Actual Award is determined by the Payout Formula for the Plan Year, subject to the Committee’s authority under Section 3.1 to adjust the award otherwise determined by the Payout Formula.

        2.2      “ Base Salary ” means as to any Plan Year, 100% of the Executive’s annualized salary rate on the last day of the Plan Year. Such Base Salary shall be before both (a) deductions for taxes or benefits, and (b) any deferrals of compensation pursuant to Company-sponsored plans.

         2.3      Beneficiary shall mean the person(s) or entity(ies) designated to receive payment of an Actual Award in the event of the Executive’s death in accordance with Section 4.5 of the Plan. The Beneficiary designation shall be effective when it is submitted in writing to and acknowledged by the Committee during the Executive’s lifetime on the Beneficiary Designation form provided in Appendix A of the Plan. The submission of a new Beneficiary Designation form shall cancel all prior Beneficiary Designations.

        2.4      “ Committee ” means the Compensation Committee of the Board, appointed to administer the Plan.




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        2.5      “ Disability ” means a permanent and total disability determined in accordance with uniform and nondiscriminatory standards adopted by the Committee from time to time.

        2.6      “ Payout Formula ” means as to any Plan Year, the formula or payout matrix established by the Committee in Appendix B hereto, in order to determine the Actual Awards (if any) to be paid to the Executive.

        2.7      “ Performance Goals ” means the goal(s) (or combined goal(s)) determined by the Committee (in its discretion) to be applicable to the Executive for a Plan Year as specified in Appendix B hereto. As determined by the Committee, the Performance Goals applicable to the Executive may be supplemented to include criteria for achievement using other measures that the Committee reasonably considers relevant to the overall performance of the Executive, including but not limited to: (a) increase in share price, (b) earnings per share, (c) operating margin, (d) operating income, (e) net operating income, (f) expenses, (g) economic value added, (h) market share (whether in selected markets or globally), (i) customer development, (j) operations efficiencies and (k) specific project success. The Performance Goals may be applicable to the Company and/or any of its subsidiaries or individual business units.

        2.8      “ Plan Year ” means the fiscal year of the Company beginning in 2005 and each succeeding fiscal year of the Company.

SECTION 3
DETERMINATION OF AWARDS

        3.1       Determination of Actual Awards. After the end of each Plan Year, the Committee shall determine the Actual Award for the Executive by applying the Payout Formula to the level of actual performance. The Committee shall then determine whether it shall supplement the Performance Goals and consider the extent to which such supplemented Performance Goals applicable to the Executive for the Plan Year were achieved or exceeded. If applicable, the Committee shall then supplement the Actual Award in accordance with its determination. Notwithstanding any contrary provision of the Plan, (a) the Committee, in its sole discretion, may eliminate or reduce the Actual Award payable to the Executive below that which otherwise would be payable under the Payout Formula, (b) if the Executive terminates employment with the Company prior to the end of the relevant Plan Year, the Committee shall reduce the Actual Award proportionately based on the date of termination (and subject to further reduction or elimination under clause (a) of this sentence).

SECTION 4
PAYMENT OF AWARDS

         4.1      Right to Receive Payment . Each Actual Award that may become payable under the Plan shall be paid solely from the general assets of the Company. Nothing in this Plan shall be construed to create a trust or to establish or evidence the Executive’s claim of any right other than as an unsecured general creditor with respect to any payment to which the Executive may be entitled.

         4.2      Timing of Payment . Payment of each Actual Award shall be made within two and one-half calendar months after the end of the Plan Year during which the Award was earned.




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         4.3      Form of Payment . Each Actual Award normally shall be paid in cash (or its equivalent) in a single lump sum. However, the Committee, in its sole discretion, may declare any Actual Award, in whole or in part, payable in the form of a restricted stock bonus in the event the Company adopts an applicable equity compensation plan. The number of shares granted shall be determined by dividing the cash amount of the Actual Award by the fair market value of a share of Company common stock on the date that the cash payment otherwise would have been made. For this purpose, “fair market value” shall be defined as provided in the Company’s equity compensation plan, when or if adopted.

         4.4      Deferral of Actual Awards . The Committee may establish one or more programs under the Plan to permit the Executive the opportunity to elect to defer receipt of Actual Awards. The Committee 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 so deferred, and such other terms, conditions, rules and procedures that the Committee deems advisable for the administration of any such deferral program and compliance with applicable law.

         4.5      Payment in the Event of Death . If the Executive dies prior to the payment of an Actual Award earned by him for a Plan Year, the Actual Award shall be paid to the Executive’s Beneficiary. If the Executive fails to designate a Beneficiary or if each person designated as a Beneficiary predeceases the Executive or dies prior to distribution of the Executive’s benefits, then the Committee shall direct the distribution of such benefits to the Executive’s estate.

SECTION 5
ADMINISTRATION

        5.1       Committee is t


 
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