AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “ Agreement ”) is
made and entered into effective as of December 1, 2007 (“ Effective Date ”) by and between CYMER, INC.
, a Nevada corporation (the “ Company ”) and the Company’s President and Chief Operating Officer, RAE
ANN WERNER (the “ Employee ”). This Agreement shall replace and supersede that certain [Amended and
Restated] Employment Agreement between Employee and the Company entered into effective as of January 2,
2007 (the “ Original Employment Agreement ”).
A. The Company and Employee previously entered into the Original Employment Agreement and
desire to amend and restate the Original Employment Agreement in its entirety as set forth herein, effective as of
the Effective Date, to clarify the application of Section 409A of the Internal Revenue Code to the benefits that
may be provided to Employee.
B. 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.
C. 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