AMENDED AND RESTATED EMPLOYMENT AGREEMENT
T HIS A MENDED AND R ESTATED E MPLOYMENT A GREEMENT (the “ Agreement ”)
is made and entered into effective as of January 2, 2007 (“ Effective Date ”) by and between C YMER , I
NC . , a Nevada corporation (the “ Company ”) and the Company’s Chief Executive Officer and Chairman
of the Board , R OBERT P A KINS (the “ Employee ”). This Agreement shall replace and supersede that
certain Employment Agreement between Employee and the Company entered into effective as of April 1, 2002
(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.
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 the benefit of its stockholders.
D. 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 Emplo