X0202 4/A 2008-05-27 2008-05-29 0 0001094392 RUDOLPH TECHNOLOGIES INC RTEC 0001410170 MORATH CHRISTOPHER J C/O RUDOLPH TECHNOLOGIES INC. ONE RUDOLPH RD, P.O. BOX 1000 FLANDERS NJ 07836 0 0 0 1 VP, Operations, MBU Common Stock- Performance-based Restricted Stock Unit 2008-05-27 4 A 0 2000 0 A 2000 D Common Stock - Restricted Stock Unit 2008-05-27 4 A 0 2000 0 A 6800 D Each Performance-based Restricted Stock Unit represents a contingent right to receive one (1) share of RTEC Common Stock. 20% of the shares of Common Stock subject to the Performance - based Restricted Stock Unit vest on January 31, 2009 and on each of the subsequent four (4) years vesting annually on January 31; contingent upon the reporting person's having satisfied certain performance criteria approved by the Compensation Committee of the registrant's Board of Directors, and contingent upon the reporting person's continued employment with the registrant. Generally, vested shares will be delivered to the reporting person as soon as practicable after vesting. Each Restricted Stock Unit represents a contingent right to receive one (1) share of RTEC Common Stock. 20% of the shares of Common Stock subject to the Restricted Stock Unit vest on January 31, 2009 and on each of the subsequent four (4) years vesting annually on January 31. Generally, vested shares will be delivered to the reporting person as soon as practicable after vesting. This Form 4/A is filed solely to attach the Power of Attorney to the Form 4 filed on May 29, 2008. By: /s/ Steven R. Roth For: Christopher J. Morath 2008-05-29