8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant To Section 13 Or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  December 9, 2007
ULTRA CLEAN HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
	Delaware
(State or Other Jurisdiction of Incorporation)
000-50646		61-1430858
(Commission File Number)		(IRS Employer Identification No.)
150 INDEPENDENCE DRIVE, MENLO PARK, CA		94025
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code:  (650) 323-4100
N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Ultra Clean Holdings, Inc. (the “Company”) announced on December 11, 2007 that Mr. David Savage has accepted an offer to serve as the Company’s President and Chief Operating Officer.  His start date is expected to be January 8, 2007.

Mr. Savage, age 46, most recently served as Chief Executive Officer of Litel Instruments, Inc. from March  2007 to July 2007, a semiconductor optical metrology company.  Prior to Litel, Mr. Savage was President, Electronics Division of Meggitt USA, Inc. from October 2002 to March 2007, where he led a division focusing on high performance sensors.

Pursuant to the offer letter filed as Exhibit 99.1 hereto, the Company has agreed to pay Mr. Savage an annual base salary of $325,000, with an annual target bonus equal to 60% of his base salary, and to grant him an option to purchase 50,000 shares of its common stock, and an award of 50,000 restricted stock units, subject to the terms and conditions of the Company Stock Incentive Plan.  The Company will reimburse Mr. Savage for certain relocation expenses.  If Mr. Savage is terminated by the Company without cause, or he resigns within 6 months after a change of control with good reason (as defined in the offer letter) and he signs a release of claims, he is entitled to receive 12 months of base salary, his earned but unpaid bonus, health benefits under the Company’s health plan for 12 months (or, if earlier, until he becomes eligible for group health coverage with another employer) and 12 months of accelerated vesting of his stock options and restricted stock units.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1:        Offer Letter between the Company and David Savage

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ULTRA CLEAN HOLDINGS, INC.
Date:	December 11, 2007	By:	/s/ Jack Sexton
			Name:	Jack Sexton
			Title:	Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

December 7, 2007

David Savage

2007 Santa Fe Avenue

Del Mar, California 92014

Dear David:

Ultra Clean Technology (or the “Company”) is pleased to offer you the regular, full time position of President and Chief Operating Officer, reporting to our Chief Executive Officer. Your start date will be determined once you accept our offer.  This position will be at our corporate offices currently located in Menlo Park, California.  If you accept our offer of employment, your compensation during your employment will be as follows:

Base Salary.  You will be paid at the annual base rate of $325,000, payable bi-weekly in accordance with our regular payroll practices and in accordance with all applicable state and federal laws.

Management Bonus. You will be eligible for the management bonus plan which includes a target payout of 60% of your base salary on an annualized basis. The payout will be based upon performance factors determined by the Board of Directors.

Stock Options.  You will be eligible to receive a non-qualified option to purchase 50,000 shares of Ultra Clean Holdings, Inc. common stock, subject to the terms and conditions of our Stock Incentive Plan (including the standard vesting schedule).

Restricted Stock Units.  You will be eligible for an award of 50,000 restricted stock units of Ultra Clean Holdings, Inc., with 1/3 of the award vesting upon the second anniversary of the date of the grant, an additional 1/3 vesting upon the third anniversary of the date of the grant and the last 1/3 vesting upon the fourth anniversary of the date of the grant, subject to the terms and conditions of our Stock Incentive Plan.

Temporary Housing and Relocation Costs.  We will provide you temporary housing through October 1, 2008.  You will be eligible to receive reimbursement for the reasonable expenses of the relocation of your family in 2008 up to $200,000, as well as a tax gross-up for reasonable taxable relocation expenses.

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David Savage

Other Benefits.  As a regular employee working at least thirty (30) hours per week, you will be eligible to participate in our group medical, dental, and vision plans starting the first of the month following your date of hire.  You are also eligible for coverage under our life, short and long term disability plans, also starting the first of the month following your date of hire.  You will be eligible to elect participation in our 401K Plan the first of the month following completion of ninety (90) days of continuous employment. Additionally, you will be eligible to participate in our Employee Stock Purchase and Flexible Spending Account plans as per the terms and conditions of each of these plans.

Certain Termination Benefits.  If your employment with the Company is terminated by the Company without Cause (as defined in Exhibit A) or you resign within 6 months after a Change of Control (as defined in Exhibit A) with Good Reason (as defined in Exhibit A), you shall be eligible for the following benefits (in lieu of any other severance or notice period), subject to you signing and not revoking a release of claims in a form reasonably acceptable to the Company:

· An amount equal to 12 months of base salary which shall be paid no later than March 15 of the year following your termination;

· Your earned but unpaid bonus, if any, which shall be paid not later than March 15 of the year following your termination;

· Continuation of the same medical and dental benefits for you and your dependents at the same cost to you as immediately prior to your termination until the earlier of (i) the date that is 12 months after your termination and (ii) the date you are covered by comparable programs of a subsequent employer;

· The portion of any stock options and restricted stock units which would have become vested within 12 months following your termination shall become vested on your date of termination.

Employment at Ultra Clean Technology is ‘at will’ meaning either you or the Company may terminate the employment relationship at any time, with or without cause, and with or without notice.  Ultra Clean Technology will employ you on an ‘at will’ basis and apply to you the same policies and procedures applicable to all its employees.

Except for the Chief Executive Officer, no manager, supervisor, or other representative of Ultra Clean Technology has the authority to agree on behalf of the Company to employ any employee for any specified period of time, or to employ any employee on other than an ‘at

will’ basis.  Any agreement to employ any employee for a specified period of time or on other than an ‘at will’ basis is effective only if the agreement is signed by the Chief Executive Officer.

Enclosed is a copy of our Non-Disclosure and Confidentiality Agreement for your review and signature. Employees of the Company work with and/or develop information for the Company’s benefit that is considered confidential in nature.  As a result, the Company requires employees to agree not to use or disclose any such confidential information for the benefit of anyone or any entity other than the Company.  By signing this agreement, you agree to keep confidential any and all information about the Company.

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David Savage

Although we do not anticipate that any disputes will arise concerning your employment, the Company wishes to resolve any dispute that might arise in a fair and efficient manner.  With this in mind, the Company requires employees to resolve any disputes that may arise with the Company through binding arbitration.  Disputes subject to resolution through arbitration include, but are not limited to, those concerning employment with the Company, the termination of one’s employment with the Company, compensation or benefits, and the violation of any applicable laws.  Arbitration shall be conducted pursuant to the rules of Judicial Arbitration and Mediation Services (JAMS) and the arbitrator shall be selected from a list of neutral arbitrators provided by JAMS in accordance with its rules.

Arbitration shall be the exclusive means through which you or the Company may seek relief in connection with a dispute, except that either party may seek interim equitable relief from a court in connection with a dispute concerning unfair competition or the misappropriation of trade secrets.

This offer of employment is contingent upon your ability to present proof of your eligibility

to work in the United States within three (3) working days of your first day of work. This offer of employment is also contingent upon your successful completion of a pre-employment background screening and pre-employment drug test.

Please sign and date this offer of employment and return a copy to me no later than Monday, December 10, 2007 together with the signed original of the Confidentiality and Non-Disclosure Agreement.

Please feel free to contact me at 650-463-4743 with any questions you may have.

We look forward to having you join Ultra Clean Technology!

Sincerely,

/s/ Linda Greco

Linda Greco

Director, Human Resources

Ultra Clean Technology

I accept this offer of employment as stated above.

/s/ David Savage	December 9, 2007
David Savage	Date

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David Savage

EXHIBIT A

DEFINITIONS

“Cause” means the occurrence of any one or more of the following: (i) your failure, refusal or willful neglect to perform the services required by your employment, (ii) the Company forming a good faith belief that you have engaged in fraudulent conduct in connection with the business of the Company or you’ve committed a felony, (iii) your breach of any of the covenants in our Non-Disclosure and Confidentiality Agreement, or (iv) the Company forming a good faith belief that you have committed an act of misconduct, violated the Company’s anti-discrimination policies prohibiting discrimination or harassment on the grounds of race, sex, age or any other legally prohibited basis, or otherwise have caused material harm to the Company’s reputation or goodwill.

“Change of Control” means the occurrence of any one or more of the following: (i) the consummation of a merger or consolidation of the Company with or into any other entity (other than with any entity or group in which you have not less than a 5% beneficial interest) pursuant to which the holders of outstanding equity of the Company immediately prior to such merger or consolidation hold directly or indirectly 50% or less of the voting power of the equity securities of the surviving entity, (ii) the sale or other disposition of all or substantially all of the Company’s assets (other than to any entity or group in which you have not less than a 5% beneficial interest), or (iii) any acquisition by any person or persons (other than the direct and indirect holders of outstanding equity of the Company immediately after the hire date and other than any entity or group in which you have not less than a 5% beneficial interest) of the beneficial ownership of more than 50% of the voting power of the Company’s equity securities in a single transaction or series of related transactions, provided, however, that an underwritten public offering of the Company’s securities shall not be considered a Change in Control, and provided, further, that a transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who directly or indirectly held the Company’s securities immediately before such transaction.

“Good Reason” means the occurrence of any of the following without your written consent: (i) a significant reduction in your duties and responsibilities immediately prior to the Change of Control, (ii) a material reduction by the Company of your base salary (other than in connection with an action affecting a majority of the executive officers of the Company), or (iii) any relocation of your office to a location more than 60 miles from its location immediately prior to the Change of Control, provided, however, that no act or failure to act by the Company shall give rise to Good Reason unless (A) you notify the Company in writing of the circumstances you believe constitute Good Reason hereunder within 30 days after you acquire knowledge of such circumstances and (B) the Company has failed to cure or remedy such circumstances within 30 days of written notice by you to the Company.