This Employment Agreement (the "Agreement") is made and entered into effective as of April 1, 2002, by and
between Albert P. Cefalo (the "Employee") and Cymer, Inc., a Nevada corporation (the "Company").
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 his 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.
E. Certain capitalized terms used in this Agreement are defined in Section 7 below.
In consideration of the mutual covenants herein contained, and in consideratio