T HIS E MPLOYMENT A GREEMENT (the “ Agreement ”) is made and entered into effective as
of January 2, 2007 (“ Effective Date ”) by and between C YMER , I NC . , a Nevada corporation (the “
Company ”) and the Company’s President and Chief Operating Officer (COO) , E DWARD J B
ROWN , J R . (the “ Employee ”).
A. The Company may from time to time need to address the possibility of an acquisition
transaction or change of control event. The Board of Directors of the Company (the “ Board ”) recognizes that
such events can be a distraction to the Employee and can cause the Employee to consider alternative employment
opportunities. The Board has determined that it is in the best interests of the Company and its stockholders to
assure that the Company will have the continued dedication and objectivity of the Employee, notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined below) of the Company, although no such
Change of Control is now contemplated.
B. The Board believes that it is in the best interests of the Company and its stockholders to
provide the Employee with an incentive to continue the Employee’s employment and to motivate the Employee to
maximize the value of the Company upon a Change of Control for the benefit of its stockholders.
C. The Board believes that it is imperative to provide the Employee with certain benefits upon a
Change of Control and, under certain circumstances, upon termination of the Employee’s employment in
connection with a Change of Control, which benefits are intended to provide the Employee with financial security
and provide sufficient incentive and encouragement to the Employee to remain with the Company notwithstanding
the possibility of a Change of Control.
D. To accomplish the foregoing objectives, the Board has directed the Company, upon execution
of this Agreement by the Employee, to agree to the terms provided herein.