Exhibit 10.1
AMENDMENT NO. 2 TO
SECOND AMENDED AND RESTATED
STOCKHOLDER AGREEMENT
This Amendment No. 2, dated as of
December 1, 2006 (this “ Amendment No. 2 ”), to
the Second Amended and Restated Stockholder Agreement, dated as of
October 18, 2005 and amended as of April 24, 2006 (the “
Agreement ”), is entered into by and among Aviza
Technology, Inc. (formerly, New Athletics, Inc.), a Delaware
corporation (“ Parent ”), Trikon Technologies,
Inc., a Delaware corporation (“ Trikon ”), and
VantagePoint Venture Partners IV (Q), L.P., VantagePoint Venture
Partners IV, L.P. and VantagePoint Venture Partners IV Principals
Fund, L.P. (collectively, “ VPVP ”).
RECITALS
WHEREAS, Parent, Trikon and VPVP are
parties to the Agreement and wish to amend the Agreement in
accordance with the terms of this Amendment No. 2.
WHEREAS, pursuant to Section 7.2 of
the Agreement, the Agreement may be amended by a written instrument
signed by the parties hereto and by the written approval of a
majority of the Trikon Designees (as such term is defined in the
Agreement) presently serving on the board of directors of
Parent.
AGREEMENT
NOW THEREFORE, in consideration of
the respective covenants and promises contained herein and for
other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as
follows:
1.
Defined Terms . Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the
Agreement.
2.
Amendment to Section 1 of the Agreement .
(a)
The defined terms “ Subsequent Warrant ” and
“ Subsequent Warrants ” are hereby deleted in
their entirety.
(b)
The defined terms “ Warrant ” and “
Warrants ” are hereby deleted in their entirety and
replaced with the following:
“ Warrant ” or
“ Warrants ” shall mean, collectively, the
Initial Warrant or Initial Warrants.
3.
Amendment to Section 5 of the A
