Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(e) Material Compensatory Arrangements for Principal Officers On February 8, 2013, the Compensation Committee of the Board of Directors of Rudolph Technologies, Inc. approved a fourth amendment ("Amendment") to the Management Agreement dated July 24, 2000, as amended August 20, 2009, May 19, 2010 and September 27, 2011 (the "Agreement") for Paul

---

F. McLaughlin, Chairman and Chief Executive Officer. The Amendment was entered into as an incentive for Mr. McLaughlin to sustain his employment with the Company through at least December 31, 2015 and accordingly aligns the existing provisions of the Agreement regarding severance, retention incentive and change of control with this extended date. The Amendment further provides for the grant of a restricted stock unit award and a retirement cash bonus as a retention incentive.

---