Exhibit 10.1
ULTRATECH, INC.
3050 ZANKER ROAD
SAN JOSE, CA 95134
May 14, 2009
Scott Jewler
Senior Vice President, Sales
and Marketing
Ultratech, Inc.
3050 Zanker Road
San Jose, CA 95134
Dear Scott
This letter will set forth the
agreement we have reached concerning your separation from service
with Ultratech, Inc. (the “ Company ”).
You have previously indicated your intention to resign from the
Company, and your resignation date will accordingly occur at the
close of business on May 14, 2009 (the “
Resignation Date ”). On your Resignation Date,
your employment with the Company will cease, you will no longer be
an officer or employee of the Company, and your only remaining
service relationship with the Company will be pursuant to the
limited consulting arrangement set forth below. Your Resignation
Date will also constitute your separation from service date for
purposes of Section 409A of the Internal Revenue Code of 1986,
as amended (the “ Code ”).
On your Resignation Date, the
Company will pay you (i) any earned but unpaid base salary
through that date, (ii) any un-reimbursed business expenses
for which you have submitted timely and appropriate documentation
and (iii) an amount equal to your accrued but unpaid vacation
pay (based on your current rate of base salary), subject to the
Company’s collection of all applicable withholding taxes.
Effective as of your Resignation Date, you will cease to be
entitled to any further employee benefits or perquisites from the
Company, except as otherwise required by law, and you will cease
participation in all employee benefit plans of the Company,
including (without limitation); (i) eligibility for
participant contributions or Company-matching contributions under
the Company’s 401(k) plan, (ii) any additional accrual
of vacation pay, sick leave or other paid time-off,
(iii) eligibility for any equity awards or other stock-based
compensation under the Company’s equity incentive plans or
participation in the Company’s management incentive plan or
other bonus programs and (iv) participation in the
Company’s group health care, life insurance and disability
insurance plans. However, you will be entitled to exercise your
COBRA rights to obtain continued health care coverage for yourself
and your spouse and eligible dependents under the Company’s
group health plans, but all such continuation coverage shall be at
your sole cost and expense.
You hereby agree that your outstanding equity
awards and deferred compensation account will be treated as
follows, notwithstanding any provision to the contrary in the award
agreements or other documentation governing those awards or
account:
Option Grant
: You currently hold an outstanding
option granted to you on December 13, 2007 to purchase 75,000
shares of the Company’s common stock at an exercise price of
$11.79 per share (the “ Option ”). As of
May 8, 2009, the Option was vested and exercisable as to
22,500 shares of the Company’s common stock, and no further
vesting under that option will occur between May 8, 2009 and
your Resignation Date. You will have a three (3)-month period
measured from your Resignation Date in which to exercise that
Option for any or all of those 22,500 vested shares. Upon the
expiration of that three (3)-month period, the Option will
terminate and cease to exercisable for those vested shares. On your
Resignation Date, the Option will immediately terminate and cease
to be outstanding for the remaining 52,500 shares of the
Company’s common stock that were unvested as of May 8,
2009.
Restricted Stock
Units . You currently
hold the following restricted stock unit awards:
