CASCADE MICROTECH, INC.
AMENDED AND RESTATED
2004 EMPLOYEE STOCK PURCHASE PLAN
The following constitute the provisions of the 2004 Employee Stock Purchase Plan of Cascade Microtech, Inc. The Plan
was adopted by the Board on February 27, 2004, effective as of the date of the Company’s IPO, and was amended and restated
on February 6, 2009, effective as of April 30, 2009.
1. Purpose . The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an
opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the
Company to have the Plan qualify as an “Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code of
1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.
2. Definitions .
(a) “Board” shall mean the Board of Directors of the Company.
(b) “Code” shall mean the Internal Revenue Code of 1986, as amended.
(c) “Common Stock” shall mean the common stock of the Company.
(d) “Company” shall mean Cascade Microtech, Inc. an Oregon corporation, and any Designated Subsidiary of the
(e) “Compensation” shall mean all base straight time gross earnings and commissions, but exclusive of payments for
overtime, shift premium, incentive compensation, incentive payments, bonuses and other compensation.
(f) “Designated Subsidiary” shall mean any Subsidiary which has been designated by the Board from time to time in
its sole discretion as eligible to participate in the Plan.
(g) “Employee” shall mean any individual who is an Employee of the Company for tax purposes whose customary
employment with the Company is at least twenty (20) hours per week and more than five (5) months in any calendar year.
For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick