Summary of ULTRATECH INC - Yahoo! Finance

Change in Directors or Principal Officers, Financial Statements and Exhibits

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

On May 14, 2009, Scott Jewler, Ultratech, Inc.'s (the "Company") Senior Vice President, Sales and Marketing, resigned from the Company. In connection with his resignation and subject to the terms and conditions described below, the Company has agreed to cancel Mr. Jewler's obligation to repay the $416,625 aggregate unvested amount of certain bonuses previously paid to Mr. Jewler. As consideration for such cancellation, Mr. Jewler has agreed to the following provisions:

Х No other severance benefits are to be paid to Mr. Jewler. He will only be entitled to his earned but unpaid base salary and vacation pay through his May 14, 2009 resignation date and any other benefits in which he was otherwise vested on such resignation date.

Х The outstanding unvested options currently held by Mr. Jewler to purchase 52,500 shares of the Company's common stock at an exercise price of $11.79 per share shall be immediately cancelled.

Х Unvested restricted stock units currently held by Mr. Jewler and covering 18,667 shares of the Company's common stock shall be immediately cancelled.

Х Mr. Jewler will forfeit the $68,000 unvested portion of his long-term incentive cash bonus for the 2008 fiscal year.

Х Mr. Jewler shall provide up to 10 hours of consulting services to the Company per month for the 12 months following his resignation for no additional consideration.

Mr. Jewler's resignation will not affect his rights under his outstanding vested options to purchase 22,500 shares of the Company's common stock at an exercise price of $11.79 per share or his outstanding vested restricted stock units covering an additional 3,333 shares of common stock that will be issued to him on or about December 1, 2009, net of the shares withheld to satisfy applicable withholding taxes.

The above description is qualified by reference to the resignation letter agreement with Mr. Jewler, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein in its entirety.