AXCELIS TECHNOLOGIES, INC.
2000 STOCK PLAN
As amended by the Board of Directors on October 25, 2000
PURPOSE AND ADOPTION OF THE PLAN
1.01 Purpose The purpose of the Axcelis Technologies, Inc. 2000 Stock Plan (hereinafter referred to as
the "Plan") is to assist in attracting and retaining highly competent employees, directors and consultants and to act
as an incentive in motivating selected employees, directors and consultants of Axcelis Technologies, Inc. and its
Subsidiaries (as defined below) to achieve long-term corporate objectives. The Plan has been approved by the
Board of Directors of Axcelis Technologies, Inc. and its stockholder to be effective as of the date of the
consummation of an initial public offering of the Company's common stock (the "Effective Date"). The Plan shall
remain in effect until terminated by action of the Board; provided, however, that no Incentive Stock Option (as
defined below) may be granted hereunder after the tenth anniversary of the Effective Date.
For the purposes of this Plan, capitalized terms shall have the following meanings:
2.01 Award means any grant to a Participant of one or a combination of Non-Qualified Stock Options or
Incentive Stock Options described in Article VI, Stock Appreciation Rights described in Article VI, Restricted
Shares described in Article VII and Performance Awards described in Article VIII.
2.02 Award Agreement means a written agreement between the Company and a Participant or a written
notice from the Company to a Participant specifically setting forth the terms and conditions of an Award granted
under the Plan.
2.03 Award Period means, with respect to an Award, the period of time set forth in the Award Agreement
during which specified target performance goals must be achieved or other conditions set forth in the Award
Agreement must be satisfied.
2.04 Beneficiary means an individual, trust or estate who or which, by a writ