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

(e) On July 24, 2008, Novellus Systems, Inc. (the "Company") entered into an Amended and Restated Employment Agreement (the "Amended Employment Agreement") with Richard S. Hill, the Company's Chief Executive Officer. The Amended Employment Agreement amends and restates Mr. Hill's prior employment agreement. The Amended Employment Agreement was entered into principally to make it consistent with changes required to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and to address certain recent changes to the application of Section 162(m) of the Code described in IRS Revenue Ruling 2008-13. It does not otherwise materially change the parties' respective obligations and commitments.

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