8-K

UNITED STATES
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) January 28, 2008

Ultratech, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 0-22248
(Commission File Number) 94-3169580
(IRS Employer Identification No.)

3050 Zanker Road, San Jose, California
(Address of principal executive offices)
Registrant’s telephone number, including area code 95134
(Zip Code)
(408) 321-8835                                                            

Not Applicable
(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 under the Exchange Act (17 CFR 240.14a-12)

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))

TABLE OF CONTENTS

EXHIBIT 10.1

EXHIBIT 10.2

Item 5.02 Departure of Directors or certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 28, 2008 the Compensation Committee of the Board of Directors of Ultratech, Inc. (the “Company”) implemented an incentive compensation program for the Company’s executive officers for the 2008 fiscal year. The program is comprised of stock option grants to purchase shares of the Company’s common stock, restricted stock unit awards for additional shares of such common stock and a cash bonus opportunity under the Company’s Long Term Incentive Plan (the “LTIP”) tied to the Company’s attainment of pre-established performance objectives for the 2008 fiscal year.

The stock option grants and restricted stock unit awards will be made under the Company’s 1993 Stock Option/Stock Issuance Plan, as amended and restated January 30, 2007 (the “Plan”), on February 4, 2008 to the following named executive officers for the number of shares of the Company’s common stock indicated:

			Number of Shares Subject to Restricted
Name	Number of Option Shares		Stock Units
A. Zafiropoulo		75,000		75,000
B. Wright		20,000		5,000

The cash bonus opportunity under the LTIP for the 2008 fiscal year will be based on the Company’s attainment of net income and revenue growth targets for that year. Half of the bonus opportunity will be tied to the net income target, and the other half will be tied to the revenue target. The Compensation Committee has set threshold, target, above-target tier I and above-target tier II levels for each performance goal. The bonus which each named executive officer may earn for the 2008 fiscal year will be based on the level at which each of the two performance goals are attained. If each performance goal is attained at target level, then the target bonus payable will be 90% of 2008 base salary for Mr. Zafiropoulo and 85% of 2008 base salary for Mr. Wright. Following the close of the 2008 fiscal year, the Compensation Committee will determine the actual bonus amount for each participant. Half of that amount will be paid to the participant following the close of the 2008 fiscal year, provided the participant continues in the Company’s employ through such date or is otherwise eligible for such portion by reason of his or her retirement at or after age 65. The other half will be deferred and subject to an annual installment vesting schedule tied to the participant’s continued service with the Company over an additional three-year period. The deferred portion will be paid as it vests and will earn interest at the prime rate until paid.

The LTIP provides for pro-ration of the non-deferred portion of the bonus in the event the participant’s employment should terminate under certain defined circumstances during the performance period. The deferred portion of the bonus will immediately vest and become payable in the event the participant’s employment terminates under certain defined circumstances during the deferral period. Accelerated payouts under the LTIP may also occur in the event of certain changes in control or ownership of the Company.

Mr. Zafiropoulo and Mr. Wight are the two named executive officers who will participate in the LTIP for the 2008 fiscal year. The bonus potential for each such officer, as a multiple of his target bonus, is as follows for each level of attainment of the applicable performance goal

NET INCOME GOAL

LEVEL OF ATTAINMENT	MULTIPLE OF TARGET BONUS
THRESHOLD		.25x
TARGET		.50x
ABOVE-TARGET I		.75x
ABOVE-TARGET II		1.0x

REVENUE GOAL

LEVEL OF ATTAINMENT	MULTIPLE OF TARGET BONUS
THRESHOLD		.25x
TARGET		.50x
ABOVE-TARGET I		.75x
ABOVE-TARGET II		1.0x

The bonus amount will be interpolated on a straight line basis if performance attainment is at a point between two of the indicated levels. Appropriate interpolation will also be applied if a performance goal is attained at a level higher than the above-target II level.

The foregoing description is qualified in its entirety by reference to the LTIP, as amended and restated January 28, 2008, which is incorporated herein by reference and attached hereto as Exhibit 10.1.

Item 8.01 Other Events

On January 29, 2008, the Company’s Board of Directors adopted an amendment to the Company’s 1998 Supplemental Stock Option/Stock Issuance Plan, a non-stockholder-approved plan, in order to expressly authorize the issuance of restricted stock unit awards under the stock issuance program under the plan and to effect certain revisions to the capital adjustment provisions of the plan that have become necessary as a result of the financial accounting rules applicable to the plan. A copy of the January 29, 2008 amended and restated 1998 Supplemental Stock Option/Stock Issuance Plan is attached hereto as Exhibit 10.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1	Ultratech, Inc. Long Term Incentive Compensation Plan as amended and restated January 28, 2008.
Exhibit 10.2	Ultratech, Inc. 1998 Supplemental Stock Option/Stock Issuance Plan, as amended and restated January 29, 2008.

SIGNATURES

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

Date: February 1, 2008

	ULTRATECH, INC.
By:	/s/ Bruce R. Wright
	Bruce R. Wright Senior Vice President, Finance and Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer

Exhibit Index

Exhibit	Description
Exhibit 10.1	Ultratech, Inc. Long Term Incentive Compensation Plan as amended and restated January 28, 2008.
Exhibit 10.2	Ultratech, Inc. 1998 Supplemental Stock Option/Stock Issuance Plan, as amended and restated January 29, 2008.

EX-10.1

Exhibit 10.1

ULTRATECH, INC.

LONG-TERM INCENTIVE COMPENSATION PLAN

AS AMENDED AND RESTATED JANUARY 28, 2008

ARTICLE I

NAME AND PURPOSE

          1.01 Purpose. Ultratech, Inc. a corporation duly organized and existing under the laws of State of Delaware (the “Corporation”), established the Ultratech, Inc. Long-Term Incentive Compensation Plan (the “Plan”) in order to provide the Corporation’s executive officers and other select key employees with the opportunity to earn additional incentive compensation contingent upon the Corporation’s attainment of pre-established performance objectives and their completion of designated service periods. The purpose of this January 2008 amendment and restatement is to bring the provisions of the Plan into documentary compliance with the applicable requirements of the final Treasury Regulations under Section 409A of the Internal Revenue Code of 19856, as amended (the “Code”)

          1.02 General. The benefits provided under the Plan shall be paid, as they become due, from the Corporation’s general assets. The interest of each participant (and his or her beneficiary) in any benefits that become payable under the Plan shall be no greater than that of an unsecured creditor of the Corporation.

ARTICLE II

ADMINISTRATION OF THE PLAN

          2.01 Plan Administrator. The Plan shall be administered by the Compensation Committee of the Board, and the Compensation Committee acting in such capacity shall hereinafter be referred to as the Plan Administrator. As Plan Administrator, the Compensation Committee shall have full power and authority to administer the Plan and select the Eligible Employees who are to participate in the Plan.

          2.02 Authority. The interpretation and construction of any provision of the Plan and the adoption of rules and regulations for plan administration shall be made by the Plan Administrator. Decisions of the Plan Administrator shall be final and binding on all parties who have an interest in the Plan, including (without limitation) all decisions relating to an individual’s eligibility for participation in the Plan, his or her entitlement to benefits hereunder and the amount of any such benefit entitlement. The Plan Administrator shall also have the discretionary

authority to determine whether the involuntary termination of any Participant’s Employee status constitutes a Termination for Cause (pursuant to the criteria set forth in Section 3.16), and such determination shall be final and binding on the Participant for purposes of such Participant’s benefit entitlement (if any) under the Plan.

ARTICLE III

DEFINITIONS

          3.01 “Account” shall mean the account maintained for each Participant on the Corporation’s books and records with respect to the portion of each Long-Term Incentive Bonus requiring an additional period of vesting Service beyond the Performance Year to which that bonus relates.

          3.02 “Board” shall mean the Corporation’s Board of Directors.

          3.03 “Change in Control” shall mean a change in ownership or control of the Corporation effected through any of the following transactions:

          (i) a merger or consolidation in which the Corporation is not the surviving entity and in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities are transferred to person or persons different from the persons holding those securities immediately prior to such merger or consolidation,

          (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Corporation in complete liquidation or dissolution of the Corporation,

          (iii) any reverse merger in which the Corporation is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities are transferred to person or persons different from the persons holding those securities immediately prior to such merger,

          (iv) the acquisition, directly or indirectly by any person or related group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities pursuant to a tender or exchange offer made directly to the Corporation’s stockholders, or

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          (v) a change in the composition of the Board over a period of twelve (12) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination.

          3.04 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

          3.05 “Corporation” shall mean Ultratech, Inc. and any successor or assignee corporation, whether by way of merger, acquisition or other reorganization.

          3.06 “Disability or Disabled” shall mean the Participant’s inability to engage in any substantial gainful employment by reason of any physical or medical impairment which is expected to result in death or continue for a period of twelve (12) consecutive months or more.

          3.07 “Eligible Employee” shall mean each executive officer of the Corporation and any other key employee of the Corporation or any Parent or Subsidiary who the Plan Administrator deems essential to the growth and financial success of the Corporation.

          3.08 “Employee” shall mean any person in the employ of the Corporation or any Parent or Subsidiary, subject to control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

          3.09 “Involuntary Termination” shall mean the termination of Employee status by reason of:

               (i) the Employee’s discharge or dismissal by the Corporation or any Parent or Subsidiary for any reason other than a Termination for Cause, or

               (ii) the Employee’s death or Disability.

          3.10 “Long-Term Incentive Bonus” shall mean the bonus to which the Participant may become entitled with respect to a particular Performance Period on the basis of the Corporation’s attainment of the Performance Milestones which the Plan Administrator establishes for that Performance Period.

          3.11 “1934 Act” shall mean the Securities Exchange of 1934, as amended.

          3.12 “Parent” shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

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          3.13 “Participant” shall mean each Eligible Employee who participates in the Plan.

          3.14 “Performance Milestones” shall mean one or more specific performance objectives which the Plan Administrator designates for the Corporation to attain in a particular Performance Period in order for each Participant to become entitled to a Long-Term Incentive Bonus for that Performance Period. Without limiting the generality of the foregoing, Performance Milestones may be based on one or more of the following financial criteria: (1) return on total stockholder equity; (2) earnings per share of Common Stock; (3) net income or operating income (before or after taxes); (4) earnings before interest, taxes, depreciation and amortization; (5) earnings before interest, taxes, depreciation, amortization and charges for stock-based compensation, (6) sales or revenue targets; (7) return on assets, capital or investment; (8) cash flow; (9) market share; (10) cost reduction goals; (11) budget comparisons and (12) measures of customer satisfaction. In addition, such Performance Milestones may be tied to the attainment of specified levels of the Corporation’s performance under one or more of the financial criteria described above relative to the performance of other entities and may also be based on the performance of any of the Corporation’s business units or divisions or any Parent or Subsidiary.

          3.15 “Performance Period” shall mean the period coincidental with each fiscal year of the Corporation over which the Corporation must attain the Performance Milestones which the Plan Administrator has established for that period.

          3.16 “Retirement” shall mean the Participant’s termination of Employee status (other than a Termination for Cause) on or after his or her attainment of age sixty five (65).

          3.17 “Separation from Service” shall mean the Participant’s cessation of Employee status by reason of his or her death, retirement or termination of employment. The Participant shall be deemed to have terminated employment for such purpose at such time as the level of his or her bona fide services to be performed as an Employee (or as a consultant or independent contractor) permanently decreases to a level that is not more than twenty percent (20%) of the average level of services he or she rendered as an Employee during the immediately preceding thirty-six (36) months (or such shorter period for which he or she may have rendered such services). Solely for purposes of determining when a Separation from Service occurs, Participant will be deemed to continue in “Employee” status for so long as he or she remains in the employ of one or more members of the Employer Group, subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance. “Employer Group” means the Corporation and any Parent or Subsidiary and any other corporation or business controlled by, controlling or under common control with, the Corporation, as determined in accordance with Sections 414(b) and (c) of the Code and the Treasury Regulations thereunder, except that in applying Sections 1563(1), (2) and (3) for purposes of determining the controlled group of corporations under Section 414(b), the phrase “at least 50 percent” shall be used instead of “at least 80 percent” each place the latter phrase

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appears in such sections and in applying Section 1.414(c)-2 of the Treasury Regulations for purposes of determining trades or businesses that are under common control for purposes of Section 414(c), the phrase “at least 50 percent” shall be used instead of “at least 80 percent” each place the latter phrase appears in Section 1.4.14(c)-2 of the Treasury Regulations. Any such determination as to Separation from Service, however, shall be made in accordance with the applicable standards of the Treasury Regulations issued under Section 409A of the Code.

          3.18 “Service” shall mean Participant’s performance of services for the Corporation (or any Parent or Subsidiary) in the capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor. For purposes of this Agreement, Participant shall be deemed to cease Service immediately upon the occurrence of the either of the following events: (i) Participant no longer performs services in any of the foregoing capacities for the Corporation (or any Parent or Subsidiary) or (ii) the entity for which Participant performs such services ceases to remain a Parent or Subsidiary of the Corporation, even though Participant may subsequently continue to perform services for that entity. Service as an Employee shall not be deemed to cease during a period of military leave, sick leave or other personal leave approved by the Corporation; provided, however, that the following special provisions shall be in effect for any such leave:

          (i) Should the period of such leave (other than a disability leave) exceed six (6) months, then Participant shall be deemed to cease Service and to incur a Separation from Service upon the expiration of the initial six (6)-month period of that leave, unless Participant retains a right to re-employment under applicable law or by contract with the Corporation (or any Parent or Subsidiary).

          (ii) Should the period of a disability leave exceed twenty-nine (29) months, then Participant shall be deemed to cease Service and to incur a Separation from Service upon the expiration of the initial twenty-nine (29)-month period of that leave, unless Participant retains a right to re-employment under applicable law or by contract with the Corporation (or any Parent or Subsidiary). For such purpose, a disability leave shall be a leave of absence due to any medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of not less than six (6) months and causes Participant to be unable to perform the duties of his or her position of employment with the Corporation (or any Parent or Subsidiary) or any substantially similar position of employment.

          (iii) Except to the extent otherwise required by law or expressly authorized by the Plan Administrator or by the Corporation’s written policy on leaves of absence, no Service credit shall be given for vesting purposes for any period Participant is on a leave of absence.

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          3.19 “Subsidiary” shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

          3.20 “Termination for Cause” shall mean shall mean the termination of the Participant’s Service by the Corporation (or any Parent or Subsidiary) for one or more of the following reasons:

          (iv) the Participant’s repeated failure to perform the essential duties and responsibilities of his or her position with the Corporation (or any Parent or Subsidiary) other than by reason of his or her Disability;

          (v) the Participant’s commission of any act that constitutes gross misconduct and is injurious to the Corporation or any Parent or Subsidiary;

          (vi) the Participant’s conviction of or pleading guilty or nolo contendere to any felony involving theft, embezzlement, dishonesty or moral turpitude;

          (vii) the Participant’s commission of any act of fraud against, or the misappropriation of property belonging to, the Corporation or any Parent or Subsidiary;

          (viii) the Participant’s commission of any act of dishonesty in connection with his or her duties and responsibilities as an employee of the Corporation (or any Parent or Subsidiary) that is intended to result in his or her personal enrichment or the personal enrichment of his or her family or others; or

          (ix) the Participant’s material breach of any employment agreement he or she may have at the time with the Corporation or any other agreement between the Participant and the Corporation or any Parent or Subsidiary.

ARTICLE IV

PARTICIPATION

          4.01 Eligibility Rules. The Plan Administrator shall have absolute discretion in selecting the Eligible Employees who are to participate in each Performance Period implemented under the Plan. The initial Participants for each Performance Period shall be selected not later than the ninetieth (90th) day after the commencement date of that Performance Period. The Plan Administrator may select additional Participants for the Performance Period after such ninetieth (90th) day; provided, however, that the Plan Administrator may, in its sole

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discretion, pro-rate the Long-Term Incentive Bonus which the Participant may earn for that Performance Period to reflect his or her actual period of Service during that Performance Period.

          4.02 Cessation of Participation. The Plan Administrator shall have complete discretion to exclude one or more individuals from Participant status for one or more subsequent Performance Periods implemented under the Plan. If any individual is excluded from Participant status for one or more Performance Periods, then such individual shall not be entitled to any Long-Term Incentive Bonus for those Performance Periods. However, such individual shall continue to vest, during his or her period of continued Service, in any unvested Long-Term Incentive Bonuses credited to his or her Account.

ARTICLE V

LONG-TERM INCENTIVE BONUSES

          5.01 Timing and Nature of Awards. The Plan Administrator shall have complete discretion to implement one or more Performance Periods under the Plan. The Plan Administrator shall, within the first ninety (90) days of each Performance Period, establish the specific Performance Milestones which must be attained for that Performance Period. For each Performance Milestone, the Plan Administrator may set threshold, target and above-target levels of attainment. The Plan Administrator shall then establish for each Participant varying dollar levels for the Long-Term Incentive Bonus to which he or she may become entitled for that Performance Period based on the level at which each Performance Milestone is actually attained. Such varying dollar levels may be tied to a percentage or multiple of the annual rate of base salary in effect for the Participant for the applicable Performance Period.

          5.02 Service Requirement. A Participant shall not become entitled to a Long-Term Incentive Bonus for a particular Performance Period unless the Participant continues in Service through the completion of that Performance Period or the Participant ceases Service in that Performance Period by reason of Retirement or Involuntary Termination (other than Termination for Cause). Should the Participant cease Service for any other reason prior the completion of the Performance Period, then he or she shall not be entitled to any Long-Term Incentive Bonus for that Performance Period.

          5.03 Determination of Bonus Amount. Within the first seventy-five (75) days following the completion of the Performance Period, the Plan Administrator shall, on the basis of the Corporation’s audited financial statements for the fiscal year coincident with that Performance Period, determine the actual level of attainment of each Performance Milestone established for that Performance Period and shall then measure that level of attainment against the threshold level, the target level and the above-target level of attainment established for that Performance Milestone. To the extent the actual level of attainment for any Performance Milestone is at a point between two of the levels established by the Plan Administrator, the dollar amount of the portion of each Long-Term Incentive Bonus tied to that Performance Milestone shall be pro-rated between the two points on a straight-line basis. On the basis of the foregoing measurements, the Plan Administrator shall determine the actual Long-Term Incentive Bonus for

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each Participant entitled to a Long-Term Incentive Bonus for the Performance Period, subject to the pro-rated bonus provisions of Section 5.05 for certain Participants who ceased Service prior to the completion of that Performance Period. In no event, however, shall any Long-Term Incentive Bonus be earned with respect to a particular Performance Milestone if the actual level of attainment of that Performance Milestone is below the threshold level set for that milestone.

          5.04 Change in Control. Should a Change in Control transaction be consummated after the first ninety (90) days of the Performance Period but prior to the completion of that Performance Period, then the Performance Period shall terminate upon the consummation of that Change in Control. In such event, the actual Long-Term Incentive Bonus for each Participant entitled under Section 5.02 to a bonus for that Performance Period shall be in the dollar amount set by the Plan Administrator for attainment of each Performance Milestone at the target level, subject to the pro-rated bonus provisions of Section 5.05 for certain Participants who ceased Service prior to the completion of that abbreviated Performance Period.

          5.05 Pro-Rated Bonus. The provisions of Sections 5.03 and 5.04 governing the determination of the actual Long-Term Incentive Bonus for each Participant entitled under Section 5.02 to such bonus shall be modified in accordance with the provisions of this Section 5.05 should the Participant cease Service prior to the completion of the applicable Performance Period by reason of an Involuntary Termination prior to attainment of age sixty-five (65). Such Participant shall only be entitled to a pro-rated Long-Term Incentive Bonus in a dollar amount determined by multiplying the actual Long-Term Incentive Bonus to which he or she would have been entitled under Section 5.03 or Section 5.04 (as the case may be), on the basis of the attained level of performance for the Performance Period, had he or she continued in Service through the last day of that Performance Period first by (i) the percentage of that Long-Term Incentive Bonus which is not subject to the Service vesting and deferred payment provisions of Section 6.01 and then by (ii) a fraction, the numerator of which is the number of days such Participant remained in Service during the Performance Period and the denominator of which is the total number of days in that Performance Period. The Long-Term Incentive Bonus with respect to a Participant who ceases Service during a Performance Period by reason of Retirement or by reason of an Involuntary Termination at or after the attainment of age sixty-five (65) shall not be subject to pro-ration pursuant to the clause (ii) fraction in the preceding sentence and shall be calculated in accordance with Section 5.03 as if the Participant had continued in Service through the completion of that Performance Period; provided, however, that such Participant shall not be entitled to the Deferred Portion of such bonus (as calculated under Article VI), unless he or she continues in Service through the completion of the applicable Performance Period.

          5.06 Vesting and Payment. The actual Long-Term Incentive Bonus to which each Participant becomes entitled pursuant to the foregoing provisions of this Article V shall be subject to the vesting and payment provisions of Article VI, and no Long-Term Incentive Bonus shall be paid to a Participant until the vesting and payment requirements of Article VI are satisfied.

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ARTICLE VI

VESTING AND PAYMENT OF LONG-TERM INCENTIVE BONUSES

          6.01 Vesting. The Plan Administrator may, in its sole discretion at the time the Performance Milestones for the Performance Period are established, impose an additional Service vesting requirement with respect to a portion (not to exceed fifty percent (50%)) of the Long-Term Incentive Bonus to which each Participant becomes entitled for that Performance Period. Such portion shall be hereinafter referred to as the Deferred Portion and shall be subject to the following provisions:

               (i) The Deferred Portion shall be credited to each Participant’s Account as of the date the remaining portion of his or her Long-Term Incentive Bonus is paid in accordance with Section 6.02.

               (ii) The Deferred Portion shall vest in a series of successive equal annual installments upon the Participant’s completion of each additional year of Service over the period of years (not to exceed three (3) years) designated by the Plan Administrator and measured from the first day of the Corporation’s fiscal year immediately following the Performance Period to which that Deferred Portion relates.

               (iii) The Deferred Portion shall vest in full on an accelerated basis upon the Participant’s continuation in Service through the consummation of a Change in Control or any earlier cessation of the Participant’s Service by reason of Retirement or Involuntary Termination (other than a Termination for Cause), provided that in each instance the Participant continues in Service at least through the end of the Performance Period to which that Deferred Portion relates.

               (iv) During the period the Deferred Portion is credited to the Participant’s Account, that portion shall earn interest, compounded annually, at the per annum rate determined from time to time by the Plan Administrator. In the absence of any such determination by the Plan Administrator, the per annum rate shall be the prime rate in effect from time to time, as such rate is quoted in The Wall Street Journal.

               (v) As the Deferred Portion vests in one or more installments, each vested installment will be paid to the Participant (or his or her estate) on the fifteenth (15th) day following such vesting date or as soon after that scheduled payment date as administratively practicable, but in no event later than the later of the close of the calendar year in which that schedule payment date occurs or the fifteenth (15th) day of the third calendar month following such scheduled payment date.

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               (vi) Notwithstanding anything to the contrary in subparagraphs (i) through (v) above, should the Participant satisfy the age requirement for Retirement prior to the any installment vesting date in effect for his or her Deferred Portion, then each such post-Retirement age installment shall be paid on the fifteenth (15th) day following the earlier of (a) the applicable vesting date for that installment had the Participant not attained Retirement age or (b) the date of his or her Separation from Service, or as soon after the earlier of those two dates as administratively practicable, but in no event later than the later of the close of the calendar year in which that earlier date occurs or the fifteenth (15th) day of the third (3rd) calendar month following that earlier date.

          6.02 Current Payment. The portion of the Participant’s Long-Term Incentive Bonus which is not subject to the vesting and deferred payment provisions of Section 6.01 shall be paid to the Participant in accordance with the following requirements:

          (i) for a full Performance Period coincidental with the Corporation’s fiscal year, the payment shall be made during the period beginning on the first business day of the succeeding fiscal year and ending on the fifteenth (15th) day of the third calendar month in that succeeding fiscal year or such later date as may be required for administrative purposes, but not later than the last day of that succeeding fiscal year.

          (ii) for an abbreviated Performance Period under Section 5.04, the payment shall be made within sixty (60) days after the effective date of the Change in Control transaction triggering that abbreviated Performance Period.

          6.03 Withholding Taxes. The Corporation shall collect all federal, state and local income, employment and other payroll taxes (including FICA taxes) required to be withheld from the Participant’s Long-Term Incentive Bonus, as and when those taxes become due under applicable law. The Corporation shall collect such taxes through tax withholdings from the Long-Term Incentive Bonus or other wages and earnings payable to the Participant or by any other means acceptable to the Corporation.

ARTICLE VII

SPECIAL PROVISIONS

          7.01 Special Provisions for Select Participants. Unless the Plan Administrator specifically determines otherwise for one or more Long-Term Incentive Bonuses, the terms and provisions of the Plan, including (without limitation) the eligibility and participation provisions of Sections 4.01 and 4.02, the pro-ration provisions of Sections 5.02 and 5.05 applicable to Participants who cease Service prior to the completion of the applicable Performance Period and the vesting provisions of Section 6.01 shall each be subject to modification and revision to the extent the Participant is at the time a party to a written employment agreement with the Corporation which provides more favorable terms and provisions governing his or her bonus entitlement and/or the vesting of such bonus, and those

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more favorable terms and provisions shall supersede any terms and provisions to the contrary set forth in the Plan, including (without limitation) the specific sections indicated above. Appendix I to the Plan sets forth the Participants who are currently parties to written employment agreements and the provisions of their employment agreements which shall supersede provisions to the contrary in the Plan.

ARTICLE VIII

MISCELLANEOUS

          8.01 Plan Effective Date. The Plan shall become effective immediately upon approval by the Compensation Committee of the Board, and the Plan Administrator may, upon such approval, implement the Plan for the Performance Period coincidental with the Corporation’s 2006 fiscal year.

          8.02 Deferred Commencement Date. Notwithstanding any provision to the contrary in the Plan, no distribution which becomes due and payable by reason of the Participant’s Separation from Service status shall be made to a Participant prior to the earlier of (i) the first day of the seventh (7th) month following the date of such Separation from Service or (ii) the date of Participant’s death, if Participant is deemed at the time of such Separation from Service to be a specified employee under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section 409A, as determined by the Plan Administrator in accordance with consistent and uniform standards applied to all other Code Section 409A arrangements of the Corporation, and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). All payments deferred by reason of this Section 8.02 shall be paid in a lump sum on the first day of the seventh (7th) month following the date of Participant’s Separation from Service or, if earlier, the first day of the month immediately following the date the Corporation receives proof of Participant’s death.

          8.03 Benefit Limit. In the event any payment to which Participant becomes entitled under the Plan would otherwise constitute a parachute payment under Code Section 280G, then that payment shall, except as otherwise provided in attached Schedule I, be subject to reduction to the extent necessary to assure that such payment will be limited to the greater of (i) the dollar amount which can be paid to the Participant without triggering a parachute payment under Code Section 280G or (ii) the dollar amount of that payment which provides the Participant with the greatest after-tax amount after taking into account any excise tax the Participant may incur under Code Section 4999 with respect to such payment and any other benefits or payments to which the Participant may be entitled in connection with any change in control or ownership of the Corporation or the subsequent termination of the Participant’s Service.

          8.04 Benefits Not Funded. The obligation to pay each Participant’s Long-Term Incentive Bonus, including (without limitation) the portion credited to his or her Account hereunder, shall at all times be an unfunded and unsecured obligation of the Corporation. The

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Corporation shall not have any obligation to establish any trust, escrow arrangement or other fiduciary relationship for the purpose of segregating funds for the payment of the Long-Term Incentives Bonuses which become payable under the Plan, nor shall the Corporation be under any obligation to invest any portion of its general assets in mutual funds, stocks, bonds, securities or other similar investments in order to accumulate funds for the satisfaction of its respective obligations under the Plan. The Participant (or his or her beneficiary) shall look solely and exclusively to the general assets of the Corporation for the payment of his or her Long-Term Incentive Bonus, including (without limitation) the portion credited to his or her Account hereunder.

          8.05 No Employment Right. Neither the action of the Corporation in establishing or maintaining the Plan, nor any action taken under the Plan by the Plan Administrator, nor any provision of the Plan itself shall be construed so as to grant any person the right to remain in the Service of the Corporation for any period of specific duration, and the Participant shall at all times remain an Employee at will and may accordingly be discharged at any time, with or without cause and with or without advance notice of such discharge.

          8.06 Amendment/Termination. The Board may at any time amend the provisions of the Plan to any extent and in any manner the Board shall deem advisable, and such amendment shall become effective at the time of such Board action, subject to any stockholder approval requirements under Code Section 162(m), to the extent the Plan is intended to comply with such Code section, or any other applicable law or regulation or the listing regulations of any securities exchange on which the Corporation’s common stock is at the time traded. The Board may also at any time terminate the Plan in whole or in part. However, no such plan amendment or plan termination authorized by the Board shall adversely affect the benefits of Participants accrued to date under the Plan or otherwise reduce the then outstanding balances credited to their Accounts or otherwise adversely affect the vesting provisions in effect for those Accounts or modify the distribution provisions in effect for those Accounts in contravention of the applicable limitations and restrictions of Code Section 409A governing the acceleration or subsequent deferral of distributions and payments hereunder.

          8.07 .Applicable Law. The provisions of the Plan shall also be construed, administered and governed by the laws of the State of California without resort to its conflict-of-laws provisions. If any provision of this Plan shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Plan shall continue in full force and effect.

          8.08 Satisfaction of Claims. Any payment made to a Participant or his or her legal representative, beneficiary or estate in accordance with the terms of this Plan shall to the extent thereof be in full satisfaction of all claims with respect to that payment which such person may have against the Plan, the Plan Administrator (or its designate) or the Corporation (or any Parent or Subsidiary), any of whom may require the Participant or his or her legal representative, beneficiary or estate, as a condition precedent to such payment, to execute a receipt and release in such form as shall be determined by the Plan Administrator.

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          8.09 Alienation of Benefits. No person entitled to benefits under the Plan shall have any right to transfer, assign, alienate, pledge, hypothecate or otherwise encumber his or her interest in such benefits prior to actual receipt of those benefits. The benefits payable under the Plan shall not, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person and shall not, to the maximum extent permitted by law, be transferable by operation of law in the event of the bankruptcy or insolvency of the Participant or any other person.

          8.10 Successors and Assigns. The obligation of the Corporation to make the payments required hereunder shall be binding upon the successors and assigns of the Corporation, whether by merger, consolidation, acquisition or other reorganization.

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APPENDIX I

AS REVISED EFFECTIVE JANUARY 28, 2008

PARTICIPANTS COVERED BY SECTION 7.01

     The following participants have current employment agreements with the Corporation which provide more favorable bonus entitlement and vesting provisions than those set forth in the Plan:

          Art Zafiropoulo — Employment Agreement dated November 24, 2003

          Bruce Wright — Employment Agreement dated November 24, 2003

     Accordingly, the provisions governing the Long-Term Incentive Bonus for each of those individuals are hereby modified in the following respects:

     1. The definition of Disability or Disabled in Section 3.06 of the Plan is hereby replaced with the definition of Disability or Disabled in Section 5.1 of the applicable Employment Agreement.

     2. The definition of Involuntary Termination in Section 3.09 of the Plan is hereby modified by the addition of new subparagraph (ii) to read as follows:

          (iii) the Employee’s termination of Employee status for Good Reason, as that term is defined in Section 7.2.1 of the applicable Employment Agreement.

     3. Accordingly, by reason of the foregoing modification to the definition of Involuntary Termination, the following additional provisions relating to a Good Reason termination shall be in effect for determining the Long-Term Incentive Bonuses to which the foregoing participants may become entitled under the Plan:

               - Should any such participant terminate Employee status during the Performance Period for Good Reason (as defined above) prior to attainment of age sixty-five (65), then that participant shall be entitled to receive an amount determined by multiplying (i) the non-Deferred Portion of the Long-Term Incentive Bonus to which he would have become entitled had he continued in Employee status until the end of that Performance Period, with the actual amount of that non-deferred portion to be determined on the basis of the Corporation’s attainment of the applicable Performance Milestones for that Performance Period, by (ii) a fraction the numerator of which is the number of days such participant remained in Service during the Performance Period and the denominator of which is the total number of days in that Performance Period. The payment date for such pro-rated amount shall be determined in accordance with Section 6.02.

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               - Should any such participant terminate Employee status during the Performance Period for Good Reason (as defined above) at or after attainment of age sixty-five (65), then that participant shall be entitled to receive the non-Deferred Portion of the Long-Term Incentive Bonus to which he would have become entitled had he continued in Employee status until the end of that Performance Period, with the actual amount of that non-deferred portion to be determined on the basis of the Corporation’s attainment of the applicable Performance Milestones for that Performance Period. The payment date for such amount shall be determined in accordance with Section 6.02

               - Should any such participant terminate Employee status for Good Reason (as defined above) after the completion of the Performance Period for a particular Long-Term Incentive Bonus but before completion of the Service vesting requirement in effect for the Deferred Portion of that bonus, then he shall immediately vest in that entire Deferred Portion. The payment date for each installment of that Deferred Portion (whether before or after such termination of Employee status) shall be the fifteenth (15th) day following the earlier of (a) the normal vesting date for that installment had there not been a Good Reason trigger applicable to that installment or (b) the date of his Separation from Service, or as soon after the earlier of those two dates as administratively practicable, but in no event later than the later of the close of the calendar year in which that earlier date occurs or the fifteenth (15th) day of the third (3rd) calendar month following that earlier date. However, if the payment is triggered by the Participant’s Separation from Service, then the deferred payment provisions of Section 8.02 shall be applicable.

     4. The definition of Termination for Cause in Section 3.16 of the Plan is hereby replaced with the definition of Termination for Cause in Section 6.1.1 of the applicable Employment Agreement.

     5. The benefit limitation of Section 8.03 of the Plan shall not be in effect for Mr. Zafiropoulo with respect to any payments which are made to him under the Plan while his Employment Agreement remains in force, and he will accordingly be entitled to the tax gross-up payment provided under Section 8.3 of his Employment Agreement to the extent any payment made to him under the Plan while his Employment Agreement remains in force is deemed to constitute a parachute payment under Code Section 280G.

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EX-10.2

Exhibit 10.2

ULTRATECH, INC.

SUPPLEMENTAL STOCK OPTION/STOCK ISSUANCE PLAN

AS AMENDED AND RESTATED EFFECTIVE JANUARY 29, 2008

ARTICLE ONE
GENERAL

          A. This Supplemental Stock Option/Stock Issuance Plan is intended to promote the interests of Ultratech, Inc., a Delaware corporation, by authorizing an additional reserve of shares of the Corporation’s common stock for issuance through long-term option grants, direct stock issuances and other stock-based awards to individuals in the employ of the Corporation (or any Parent or Subsidiary) who are not: (i) officers of the Corporation, (ii) employees with the title of Vice President, General Manager or (iii) members of the Board.

          B. The Plan became effective immediately upon adoption by the Board on October 20, 1998. The Plan was amended by the Board on January 29, 2008 to expressly authorize the issuance of restricted stock unit awards under the Stock Issuance Program and to effect certain other technical revisions to the Plan.

          C. The Plan shall supplement the authorized share reserve under the Corporation’s 1993 Stock Option/Stock Issuance Plan, and share issuances under this Plan shall not reduce or otherwise affect the number of shares of the Corporation’s common stock available for issuance under the 1993 Stock Option/Stock Issuance Plan. In addition, share issuances under the 1993 Stock Option/Stock Issuance Plan shall not reduce or otherwise affect the number of shares of the Corporation’s common stock available for issuance under this Plan.

          Capitalized terms shall have the meanings assigned to such terms in the attached Appendix.

     I. STRUCTURE OF THE PLAN

         A. The Plan shall be divided into two (2) separate equity programs:

               (i) the Option Grant Program under which eligible persons may, at the discretion of the Plan Administrator, be granted options to purchase shares of Common Stock, and

               (ii) the Stock Issuance Program under which eligible persons may, at the discretion of the Plan Administrator, be issued shares of Common Stock directly, either through the immediate purchase of such shares or as a bonus for services rendered the Corporation (or any Parent or Subsidiary) or the attainment of designated performance goals. Shares of Common Stock may also be issued under the Stock Issuance Program pursuant to restricted stock units or other stock right awards which entitle the recipients to receive the shares underling those Awards upon the attainment of designated performance goals or the satisfaction of specified Service requirements or upon the expiration of a designated time period following the vesting of those Awards.

     II. ADMINISTRATION OF THE PLAN

          A. The Plan Administrator shall have full power and discretion (subject to the express provisions of the Plan) to establish such rules and regulations as it may deem appropriate for the proper administration of the Plan and to make such determinations under, and issue such interpretations of, the provisions of the Plan and any outstanding Awards thereunder as it may deem necessary or advisable. Decisions of the Plan Administrator shall be final and binding on all parties who have an interest in the Option Grant or Stock Issuance Program or any outstanding Award thereunder.

          B. The individuals serving as Plan Administrator shall serve for such period as the Board may determine and shall be subject to removal by the Board at any time.

          C. Service as Plan Administrator shall constitute service as a Board member, and each Board member serving as Plan Administrator shall accordingly be entitled to full indemnification and reimbursement as a Board member for such service. No individual serving as Plan Administrator shall be liable for any act or omission made in good faith with respect to the Plan or any option grant or stock issuance made under the Plan.

     III. ELIGIBILITY

          A. The persons eligible to participate in the Plan shall be limited to those Employees who are not at the time of the applicable Award: (i) officers of the Corporation, (ii) Employees with the title of Vice President, General Manager or (iii) members of the Board.

          B. The Plan Administrator shall have full authority to determine (i) with respect to the Option Grant Program, which eligible Employees are to receive option grants under the Plan, the time or times when the grants are to be made, the number of shares subject to each such grant, the time or times when each granted option is to become exercisable and the maximum term for which the option may remain outstanding and (ii) with respect to stock issuances or other stock-based Awards under the Stock Issuance Program, which eligible persons are to receive such Awards, the time or times when such Awards are to be made, the number of shares subject to each such Award, the vesting schedule (if any) applicable to the shares which are the subject of such Award and the cash consideration (if any) payable for those shares. All options granted under the Plan shall be Non-Statutory Options.

     IV. STOCK SUBJECT TO THE PLAN

          A. Shares of Common Stock shall be available for issuance under the Plan and shall be drawn from either the Corporation’s authorized but unissued shares of Common Stock or from reacquired shares of Common Stock, including shares repurchased by the Corporation on the open market. The maximum number of shares of Common Stock reserved for issuance over the term of the Plan shall be limited to 1,950,000 shares, subject to adjustment from time to time in accordance with the provisions of Section IV.C. Such share reserve

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consists of (i) the 400,000 shares of Common Stock initially reserved for issuance under the Plan plus (ii) the 400,000-share increase authorized by the Board effective October 19, 1999 plus (iii) the additional 400,000-share increase authorized by the Board effective June 29, 2000 plus (iv) the additional 750,000-share increase authorized by the Board effective January 29, 2002.

          B. Should one or more outstanding Awards under this Plan expire or terminate for any reason prior to the issuance of all the shares of Common Stock subject to those Awards, then the shares not issued under those Awards shall be available for subsequent issuance under the Plan. Unvested shares issued under the Plan and subsequently cancelled or repurchased by the Corporation, at the original issue price paid per share, pursuant to the Corporation’s repurchase rights under the Plan shall be added back to the number of shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for reissuance through one or more subsequent Awards under the Plan. Should the exercise price of an outstanding option under the Plan be paid with shares of Common Stock, then the number of shares of Common Stock available for issuance under the Plan shall be reduced by the gross number of shares for which the option is exercised, and not by the net number of shares of Common Stock actually issued to the holder of such option.

          C. Should any change be made to the Common Stock issuable under the Plan by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction or other change affecting the outstanding Common Stock as a class without the Corporation’s receipt of consideration, or should the value of the outstanding shares of Common Stock be substantially reduced by reason of a spin-off transaction or extraordinary dividend or distribution, equitable adjustments shall be made to (i) the maximum number and/or class of securities issuable under the Plan, (ii) the number and/or class of securities and price per share in effect under each Award outstanding under the Option Grant Program and (iii) the number and/or class of securities subject to each outstanding Award under the Stock Issuance Program and the cash consideration (if any) payable per share. Such adjustments to the outstanding Awards are to be effected in a manner which shall preclude the enlargement or dilution of rights and benefits under those outstanding Awards and other awards. The adjustments determined by the Plan Administrator shall be final, binding and conclusive.

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ARTICLE TWO
OPTION GRANT PROGRAM

     I. OPTION TERMS

          Options granted under the Plan shall be authorized by action of the Plan Administrator and shall be evidenced by one or more instruments in the form approved by the Plan Administrator; provided, however, that each such instrument shall comply with the terms and conditions specified below. All such granted options shall be Non-Statutory Options.

          A. Exercise Price.

               1. The exercise price per share shall be fixed by the Plan Administrator but shall not be less than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the grant date.

               2. Full payment of the exercise price shall become immediately due upon exercise of the option and shall be payable in one or more of the forms specified below:

                    (i) cash or check made payable to the Corporation,

                    (ii) shares of Common Stock held for the requisite period (if any) necessary to avoid a charge to the Corporation’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise Date, or

                    (iii) through a special sale and remittance procedure pursuant to which the Optionee shall concurrently provide irrevocable instructions (a) to a Corporation-designated brokerage firm to effect the immediate sale of the purchased shares and remit to the Corporation, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable Federal, state and local income and employment taxes required to be withheld by the Corporation in connection with such purchase and (b) to the Corporation to deliver the certificates for the purchased shares directly to such brokerage firm on such settlement date in order to complete the sale transaction.

          Except to the extent such sale and remittance procedure is utilized, payment of the exercise price for the purchased shares must be made on the Exercise Date.

          B. Exercise and Term of Options. Each option shall be exercisable at such time or times, during such period and for such number of shares as shall be determined by the Plan Administrator and set forth in the documents evidencing such option. No option shall have a maximum term in excess of ten (10) years measured from the option grant date.

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          C. Limited Transferability. Each option granted under the Plan may, in connection with the Optionee’s estate plan, be assigned in whole or in part during the Optionee’s lifetime to one or more members of the Optionee’s immediate family or to a trust established exclusively for one or more such family members. The assigned portion may only be exercised by the person or persons who acquire a proprietary interest in the option pursuant to the assignment. The terms applicable to the assigned portion shall be the same as those in effect for the option immediately prior to such assignment and shall be set forth in such documents issued to the assignee as the Plan Administrator may deem appropriate.

          D. Effect of Termination of Service.

               1. The following provisions shall govern the exercise of any options held by the Optionee at the time of cessation of Service or death:

                    (i) Any option outstanding at the time of the Optionee’s cessation of Service for any reason shall remain exercisable for such period of time thereafter as shall be determined by the Plan Administrator and set forth in the documents evidencing the option, but no such option shall be exercisable after the expiration of the option term.

                    (ii) Any option exercisable in whole or in part by the Optionee at the time of death may be subsequently exercised by the personal representative of the Optionee’s estate or by the person or persons to whom the option is transferred pursuant to the Optionee’s will or in accordance with the laws of descent and distribution.

                    (iii) Should the Optionee’s Service be terminated for Misconduct, then all outstanding options held by the Optionee shall terminate immediately and cease to be outstanding.

                    (iv) During the applicable post-Service exercise period, the option may not be exercised in the aggregate for more than the number of shares for which the option is exercisable on the date of Optionee’s cessation of Service. Upon the expiration of such post-Service exercise period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be outstanding for any otherwise exercisable shares for which the option has not been exercised. However, the option shall, immediately upon Optionee’s cessation of Service for any reason, terminate and cease to be outstanding with respect to any and all option shares for which the option is not otherwise at the time exercisable.

          2. The Plan Administrator shall have the discretion, exercisable either at the time an option is granted or at any time while the option remains outstanding, to:

                    (i) extend the period of time for which the option is to remain exercisable following Optionee’s cessation of Service or death from the limited period otherwise in effect for that option to such greater period of time as the Plan Administrator shall deem appropriate, but in no event beyond the expiration of the option term, and/or

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                    (ii) permit the option to be exercised, during the applicable post-Service exercise period, not only with respect to the number of shares of Common Stock for which such option is exercisable at the time of the Optionee’s cessation of Service but also with respect to one or more additional installments for which the option would have become exercisable had the Optionee continued in Service.

          E. Stockholder Rights. No Optionee shall have any stockholder rights with respect to any option shares until such person shall have exercised the option and paid the exercise price for the purchased shares.

          F. Repurchase Rights.

               1. The Plan Administrator shall have discretion to authorize the issuance of unvested shares of Common Stock under this Article Two. Should the Optionee cease Service while holding such unvested shares, the Corporation shall have the right to repurchase any or all of those unvested shares at the option exercise price paid per share. The terms and conditions upon which such repurchase right shall be exercisable (including the period and procedure for exercise and the appropriate vesting schedule for the purchased shares) shall be established by the Plan Administrator and set forth in the instrument evidencing such repurchase rights.

               2. The Plan Administrator shall have the discretionary authority, exercisable at any time while the Corporation’s repurchase right remains outstanding, to cancel that repurchase right with respect to one or more shares purchased or purchasable by the Optionee under this Article Two and thereby accelerate the vesting of those shares in whole or in part at any time.

     II. CORPORATE TRANSACTION/CHANGE IN CONTROL

          A. Each option outstanding under the Plan at the time of a Corporate Transaction shall automatically accelerate so that each such option shall, immediately prior to the specified effective date for the Corporate Transaction, become fully exercisable with respect to the total number of shares of Common Stock at the time subject to that option and may be exercised for all or any portion of those shares as fully-vested shares. However, an outstanding option under the Plan shall not become exercisable on such an accelerated basis if and to the extent: (i) such option is, in connection with the Corporate Transaction, either to be assumed by the successor corporation or parent thereof or to be replaced with a comparable option to purchase shares of the capital stock of the successor corporation or parent thereof, (ii) such option is to be replaced with a cash incentive program of the successor corporation which preserves the option spread existing at the time of the Corporate Transaction on the shares for which the option is not otherwise at that time exercisable and provides for the subsequent vesting and payout if that spread in accordance with the same vesting schedule applicable to such option or (iii) the acceleration of such option is subject to other limitations imposed by the Plan Administrator at the time of the option grant. The determination of option comparability under clause (i) above shall be made by the Plan Administrator, and its determination shall be final, binding and conclusive.

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          B. All of the Corporation’s outstanding repurchase rights under this Article Two shall automatically terminate, and the shares subject to those terminated rights shall immediately vest in full, upon the occurrence of a Corporate Transaction, except to the extent (i) any such repurchase right is to be assigned to the successor corporation (or parent thereof) in connection with the Corporate Transaction or (ii) such accelerated vesting is precluded by other limitations imposed by the Plan Administrator at the time the repurchase right is granted.

          C. The Plan Administrator shall have the discretionary authority, exercisable either at the time the option is granted or at any time while the option remains outstanding, to provide (upon such terms as it may deem appropriate) for the automatic acceleration of one or more outstanding options which are assumed or replaced in the Corporate Transaction and do not otherwise accelerate at that time (and the termination of any outstanding repurchase rights), in the event the Optionee’s Service should subsequently terminate within a designated period following the effective date of such Corporate Transaction.

          D. Immediately following the consummation of the Corporate Transaction, all outstanding options under the Plan shall terminate and cease to remain outstanding, except to the extent assumed by the successor corporation or its parent company.

          E. Each outstanding option which is assumed in connection with the Corporate Transaction shall be appropriately adjusted, immediately after such Corporate Transaction, to apply and pertain to the number and class of securities which would have been issued to the Optionee, in consummation of the Corporate Transaction, had such person exercised the option immediately prior to the Corporate Transaction. Appropriate adjustments shall also be made to the exercise price payable per share, provided the aggregate exercise price payable for such securities shall remain the same. In addition, the class and number of securities available for issuance under the Plan following the consummation of the Corporate Transaction shall be appropriately adjusted.

          F. The Plan Administrator shall have the discretionary authority, exercisable either at the time the option is granted or at any time while the option remains outstanding, to provide for the automatic acceleration of one or more outstanding options under the Plan (and the termination of one or more of the Corporation’s outstanding repurchase rights) upon the occurrence of any Change in Control. The Plan Administrator shall also have full power and authority to condition any such option acceleration (and the termination of any outstanding repurchase rights) upon the subsequent termination of the Optionee’s Service within a specified period following the Change in Control. Any options accelerated in connection with the Change in Control shall remain fully exercisable until the expiration or sooner termination of the option term.

          G. The grant of options under the Plan shall in no way affect the right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

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     III. CANCELLATION AND REGRANT OF OPTIONS

          The Plan Administrator shall have the authority to effect, at any time and from time to time, with the consent of the affected optionees, the cancellation of any or all outstanding options under this Article Two and to grant in substitution new options under the Plan covering the same or different numbers of shares of Common Stock but with an option exercise price per share not less than the Fair Market Value of the Common Stock on the new grant date.

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ARTICLE THREE
STOCK ISSUANCE PROGRAM

     I. TERMS AND CONDITIONS OF STOCK ISSUANCES

          Shares of Common Stock may be issued under the Stock Issuance Program through direct and immediate issuances without any intervening stock option grants. Shares of Common Stock may also be issued under the Stock Issuance Program pursuant to restricted stock units or other stock right awards which entitle the recipients to receive the shares underlying those Awards upon the attainment of designated performance goals or the satisfaction of specified Service requirements or upon the expiration of a designated time period following the vesting of those Awards. Each Award under the Stock Issuance Program shall be evidenced by a Stock Award Agreement which complies with the terms and conditions of this Article Three.

          A. Consideration.

               1. Shares of Common Stock may be issued for a cash consideration per share fixed by the Plan Administrator at the of the Award, but in no event shall such cash consideration be less than one hundred percent (100%) of the Fair Market Value per share of Common Stock on the Award date

               2. Shares of Common Stock underlying restricted stock units or other stock rights awarded under the Stock Issuance Program shall be issued for consideration in the form of services rendered the Corporation (or any Parent or Subsidiary) over the term the Award remains outstanding.

          B. Vesting Provisions.

               1. Shares of Common Stock issued under the Stock Issuance Program may, in the discretion of the Plan Administrator, be fully and immediately vested upon issuance or may vest in one or more installments over the Participant’s period of Service or upon the attainment of specified performance objectives. Shares of Common Stock may also be issued under the Stock Issuance Program pursuant to restricted stock units or other stock right awards which entitle the recipients to receive the shares underlying those Awards upon the attainment of designated performance goals or the satisfaction of specified Service requirements or upon the expiration of a designated time period following the vesting of those Awards, including (without limitation) a deferred distribution date following the termination of the Participant’s Service.

               2. The Participant shall have full stockholder rights with respect to any shares of Common Stock issued to him or her under the Plan, whether or not his or her interest in those shares is vested. Accordingly, the Participant shall have the right to vote such shares and to receive any regular cash dividends paid on such shares. Any new, additional or different shares of stock or other securities or property (including money paid other than as a regular cash dividend) which the Participant may have the right to receive with respect to his or

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her unvested shares of Common Stock by reason of any stock dividend, stock split, reclassification, combination of shares, exchange of shares or other change affecting the Common Stock as a class without the Corporation’s receipt of consideration shall be issued, subject to (i) the same vesting requirements applicable to his or her unvested shares and (ii) such escrow arrangements as the Plan Administrator shall deem appropriate.

               3. Should the Participant cease to remain in Service while holding one or more unvested shares of Common Stock issued under the Stock Issuance Program or should the performance objectives not be attained with respect to one or more such unvested shares of Common Stock, then those shares shall be immediately surrendered to the Corporation for cancellation, and the Participant shall have no further stockholder rights with respect to those shares. To the extent the surrendered shares were previously issued to the Participant for cash consideration, the Corporation shall repay that consideration to the Participant at the time the shares are surrendered.

               4. The Participant shall not have any stockholder rights with respect to the shares of Common Stock subject to restricted stock units or stock right award until that Award vests and the shares of Common Stock are actually issued thereunder.

               5. The Plan Administrator may in its discretion waive the surrender and cancellation of one or more unvested shares of Common Stock (or other assets attributable thereto) which would otherwise occur upon the cessation of Participant’s Service or the non-attainment of the performance objectives applicable to those shares. Such waiver shall result in the immediate vesting of the Participant’s interest in the shares of Common Stock as to which the waiver applies. Such waiver may be effected at any time, whether before or after the Participant’s cessation of Service or the attainment or non-attainment of the applicable performance objectives.

               6. Outstanding restricted stock units or other stock right awards under the Stock Issuance Program shall automatically terminate, and no shares of Common Stock shall actually be issued in satisfaction of those Awards, if the performance goals or Service requirements established for such Awards are not attained or satisfied. The Plan Administrator, however, shall have the discretionary authority to issue vested shares of Common Stock under one or more outstanding restricted stock units or other stock right awards as to which the designated performance goals or Service requirements have not been attained or satisfied.

     II. CORPORATE TRANSACTION/CHANGE IN CONTROL

          A. In the event of any Corporate Transaction, all of the Corporation’s outstanding repurchase rights under the Stock Issuance Program shall terminate automatically and all the shares of Common Stock subject to those terminated rights shall immediately vest in full, except to the extent (i) those repurchase rights are to be assigned to the successor corporation (or parent thereof) in connection with such Corporate Transaction or (ii) the Plan Administrator imposes other limitations in the Issuance Agreement which preclude such accelerated vesting in whole or in part.

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          B. The Plan Administrator shall have the discretionary authority, exercisable either at the time the unvested shares are issued or any time while the Corporation’s repurchase rights remain outstanding under the Stock Issuance Program, to provide that those rights shall automatically terminate in whole or in part, and the shares of Common Stock subject to those terminated rights shall immediately vest, upon the Participant’s termination of Service within a designated period following the effective date of any Corporate Transaction in which those repurchase rights are assigned to the successor corporation (or parent thereof).

          C. The Plan Administrator shall have the discretionary authority, exercisable either at the time the unvested shares are issued or any time while the Corporation’s repurchase rights remain outstanding under the Stock Issuance Program, to provide that those rights shall automatically terminate in whole or in part, and the shares of Common Stock subject to those terminated rights shall immediately vest, upon the occurrence of a Change in Control. Alternatively, the Plan Administrator may condition such accelerated vesting upon the Participant’s termination of Service within a designated period following the effective date of any Change in Control.

          D. Each outstanding restricted stock unit or share right award may be assumed in connection with a Corporate Transaction or Change in Control or otherwise continued in effect. Each Award so assumed or continued in effect shall be adjusted immediately after the consummation of that Corporate Transaction or Change in Control so as to apply to the number and class of securities into which the shares of Common Stock subject to the award immediately prior to the Corporate Transaction or Change in Control would have been converted in consummation of such Corporate Transaction or Change in Control had those shares actually been outstanding at that time, and appropriate adjustments shall also be made to the cash consideration (if any) payable per share thereunder, provided the aggregate cash consideration shall remain the same. If any such restricted stock unit or other stock right award is not so assumed or otherwise continued in effect or replaced with a cash incentive program of the successor corporation which preserves the Fair Market Value of the underlying shares of Common Stock at the time of the Change in Control and provides for the subsequent vesting and payout of that value in accordance with the same vesting schedule applicable to those shares, then such Award shall vest, and the shares of Common Stock subject to that Award shall be issued as fully-vested shares, immediately prior to the consummation of the Corporate Transaction or Change in Control., unless provided otherwise in the applicable Stock Award Agreement

          E. The Plan Administrator shall have the discretionary authority to structure one or more restricted stock units or other stock right awards under the Stock Issuance Program so that the shares of Common Stock subject to those Awards shall automatically vest and become issuable in whole or in part immediately upon the occurrence of a Corporate Transaction or Change in Control or upon the subsequent termination of the Participant’s Service by reason of an Involuntary Termination within a designated period following the effective date of that Corporate Transaction or Change in Control.

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     III. SHARE ESCROW/LEGENDS

          Unvested shares may, in the Plan Administrator’s discretion, be held in escrow by the Corporation until the Participant’s interest in such shares vests or may be issued directly to the Participant with restrictive legends on the certificates evidencing those unvested shares.

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ARTICLE FOUR
MISCELLANEOUS

     I. EFFECTIVE DATE AND TERM OF PLAN

          A. This Plan became effective upon approval by the Board on October 20, 1998 and shall not be subject to stockholder approval. The Plan was amended by the Board on October 19, 1999 to increase the number of shares of Common Stock reserved for issuance under the Plan from 400,000 shares to 800,000 shares and was further amended on June 29, 2000 to increase the number of shares of Common Stock reserved for issuance under the Plan from 800,000 shares to 1,200,000 shares. Both 400,000-share increases were effective immediately and were not subject to stockholder approval. On January 29, 2002, the Board amended the Plan to increase the number of shares of Common Stock reserved for issuance under the Plan from 1, 200,000 shares to 1,950,000 shares. Such increase was effective immediately and was not subject to stockholder approval. On January 29, 2008 the Board amended the Plan to expressly authorized the issuance of restricted stock units and other stock-based awards under the Stock Issuance Program which will entitle the recipient to the shares of Common Stock underlying those Awards upon the attainment of designated performance goals or the satisfaction of specified Service requirements or upon the expiration of a designated time period following the vesting of those Awards. Such amendment was not subject to stockholder approval.

          B. The Plan shall terminate upon the earlier of (i) October 19, 2008 and (ii) the date on which all shares available for issuance under the Plan shall have been issued as fully-vested shares pursuant to the Awards made under the Plan. If the date of termination is determined under clause (i) above, then all Awards outstanding on such date shall thereafter continue to have force and effect in accordance with the provisions of the applicable agreements evidencing those Awards.

     II. AMENDMENT OF THE PLAN

          The Board has complete and exclusive power and authority to amend or modify the Plan in any or all respects whatsoever. However, no such amendment or modification shall adversely affect rights and obligations with respect to stock options, unvested stock issuances or other stock-based awards at the time outstanding under the Plan, unless the affected Optionees or Participants consent to such amendment.

     III. USE OF PROCEEDS

          Any cash proceeds received by the Corporation from the sale of shares pursuant to option grants or stock issuances under the Plan shall be used for general corporate purposes.

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     IV. REGULATORY APPROVALS

          A. The implementation of the Plan, the granting of any Award under the Plan, and the issuance of Common Stock upon the exercise or settlement of such Awards shall be subject to the Corporation’s procurement of all approvals and permits required by regulatory authorities having jurisdiction over the Plan, the Awards made under it and the Common Stock issued pursuant to it.

          B. No shares of Common Stock or other assets shall be issued or delivered under this Plan unless and until there shall have been compliance with all applicable requirements of Federal and state securities laws, including the filing and effectiveness of the Form S-8 registration statement for the shares of Common Stock issuable under the Plan, and all applicable listing requirements of any stock exchange (or the Nasdaq National Market, if applicable) on which the Common Stock is then listed for trading.

     V. TAX WITHHOLDING

          The Corporation’s obligation to deliver shares of Common Stock upon the exercise of stock options for such shares or the issuance or vesting of such shares under the Plan shall be subject to the satisfaction of all applicable federal, state and local income and employment tax withholding requirements.

     VI. AT WILL EMPLOYMENT/SERVICE

          Neither the action of the Corporation in establishing the Plan, nor any action taken by the Plan Administrator hereunder, nor any provision of the Plan shall be construed so as to grant any individual the right to remain in Service for any period of specific duration, and the Corporation (or any Parent or Subsidiary employing such individual) may terminate such individual’s Service at any time and for any reason, with or without cause.

     VII. MISCELLANEOUS PROVISIONS

          A. The right to acquire Common Stock or other assets under the Plan may not be assigned, encumbered or otherwise transferred by any Optionee or Participant, except as expressly provided herein.

          B. The provisions of the Plan relating to the exercise of options and the vesting of shares shall be governed by the laws of the State of California, as such laws are applied to contracts entered into and performed in such state.

          C. The provisions of the Plan shall insure to the benefit of, and shall be binding upon, the Corporation and its successors and assigns, whether by Corporate Transaction or otherwise, and the Participants and Optionees and the legal representatives, heirs or legatees of their respective estates.

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APPENDIX

          The following definitions shall be in effect under the Plan:

          A. Award shall mean any of the following awards authorized for issuance or grant under the Plan: stock options, direct stock issuances, restricted stock units or other stock right awards

          B. Board shall mean the Corporation’s Board of Directors.

          C. Change in Control shall mean a change in ownership or control of the Corporation effected through either of the following transactions:

               (i) the acquisition, directly or indirectly by any person or related group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities pursuant to a tender or exchange offer made directly to the Corporation’s stockholders, or

               (ii) a change in the composition of the Board over a period of thirty-six (36) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination.

          D. Code shall mean the Internal Revenue Code of 1986, as amended.

          E. Common Stock shall mean the Corporation’s common stock.

          F. Corporate Transaction shall mean any of the following stockholder-approved transactions to which the Corporation is a party:

               (i) a merger or consolidation in which the Corporation is not the surviving entity, except for a transaction the principal purpose of which is to change the State in which the Corporation is incorporated,

               (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Corporation in complete liquidation or dissolution of the Corporation, or

               (iii) any reverse merger in which the Corporation is the surviving entity but in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities are transferred to person or persons different from the persons holding those securities immediately prior to such merger.

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          G. Corporation shall mean Ultratech, Inc., a Delaware corporation, and its successors.

          H. Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary), subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance.

          I. Exercise Date shall mean the date on which the Corporation shall have received written notice of the option exercise.

          J. Fair Market Value per share of Common Stock on any relevant date shall be determined in accordance with the following provisions:

               - If the Common Stock is at the time traded on the Nasdaq Global or Global Select Market, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question, as such price is reported on by the National Association of Securities Dealers on such exchange. If there is no reported closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

               - If the Common Stock is at the time listed on any other national stock exchange, then the Fair Market Value shall be the closing selling price per share of Common Stock on the date in question on the stock exchange determined by the Plan Administrator to be the primary market for the Common Stock, as such price is officially quoted in the composite tape of transactions on such exchange and published in The Wall Street Journal. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

          K. Misconduct shall mean the commission of any act of fraud, embezzlement or dishonesty by the Optionee or Participant, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by such person adversely affecting the business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Corporation (or any Parent or Subsidiary) may consider as grounds for the dismissal or discharge of any Optionee, Participant or other person in the Service of the Corporation (or any Parent or Subsidiary).

          L. 1934 Act shall mean the Securities Exchange Act of 1934, as amended.

          M. Non-Statutory Option shall mean an option not intended to satisfy the requirements of Code Section 422.

          N. Option Grant Program shall mean the option grant program in effect under the Plan.

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          O. Optionee shall mean any person to whom an Award is made under the Option Grant Program.

          P. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

          Q. Participant shall mean any person who receives an Award under the Stock Issuance Program in effect under the Plan.

          R. Permanent Disability or Permanently Disabled shall mean the inability of an individual to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12) months or more.

          S. Plan shall mean the Corporation’s Supplemental Stock Option/Stock Issuance Plan, as set forth in this document.

          T. Plan Administrator shall mean the committee comprised of one or more Board members appointed by the Board to administer the Plan.

          U. Service shall mean the provision of services on a periodic basis to the Corporation (or any Parent or Subsidiary) in the capacity of an Employee or an independent consultant or advisor, except to the extent otherwise specifically provided in the applicable stock option agreement.

          V. Stock Award Agreement shall mean the agreement entered into by the Corporation and the Participant at the time an Award is made to such Participant under the Stock Issuance Program.

          W. Stock Issuance Program shall mean the stock issuance program in effect under the Plan.

          X. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

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