AXCELIS TECHNOLOGIES, INC.
EMPLOYEE STOCK PURCHASE PLAN
Adopted by the Board of Directors and the sole stockholder on June 9, 2000, and effective on July 10,
As amended by the Board of Directors on
January 27, 2005 and May 12, 2005 (stockholder approval not required)
to be effective January 1, 2006
1. PURPOSE .
The purpose of this Plan is to provide an opportunity for Employees of Axcelis Technologies, Inc. (the
“Corporation”) and its Designated Subsidiaries, to purchase Common Stock of the Corporation and thereby to
have an additional incentive to contribute to the prosperity of the Corporation. It is the intention of the
Corporation that the Plan qualifies as an “Employee Stock Purchase Plan” under Section 423 of the Internal
Revenue Code of 1986, as amended.
2. DEFINITIONS .
(a) “ Board ” shall mean the Board of Directors of the Corporation.
(b) “ Code ” shall mean the Internal Revenue Code of 1986, as amended. Any reference to a
section of the Code herein shall be a reference to any successor or amended section of the Code.
(c) “ Committee ” shall mean the committee appointed by the Board in accordance with Section
14 of the Plan.
(d) “ Common Stock ” shall mean the Common Stock of the Corporation, or any stock into which
such Common Stock may be converted.
(e) “ Compensation ” shall mean base pay, including pay under any system which measures
earnings by quantity and quality of production, variable pay, including without limitation, bonuses and incentive
payments (but excluding sign-on bonuses and bonuses paid under the Axcelis Team Incentive Plan, and any
successors to such plans and any other similar management bonuses or incentive payments), shift premium and
overtime pay, but excluding severance pay in a single lump sum and not as salary continuation, pay in lieu of
vacation, cost-of-living allowance, retainers, fees, and