Exhibit 10.26.1
Amendment No. 1 to
Therma-Wave, Inc.
2000 Employee Stock Purchase Agreement
The Therma-Wave, Inc. 2000 Employee Stock Purchase Agreement (the "ESPP")
is hereby amended effectively as of July 28, 2001 by amending and restating
Section 13 of the ESPP as follows:
13. STOCK
(a) Subject to adjustment as provided in Section 19, the maximum
number of Shares which shall be made available for sale under the Plan
shall be 1,500,000 Shares or such lesser number of Shares as is determined
by the Board. If the Board determines that, on a given Purchase Date, the
number of shares with respect to which options are to be exercised may
exceed (i) the number of shares of Common Stock that were available for
sale under the Plan on the Offering Date of the applicable Offering Period,
or (ii) the number of shares available for sale under the Plan on such
Purchase Date, the Board may in its sole discretion provide (x) that the
company shall make a pro rata allocation of the Shares of Common Stock
available for purchase on such Offering Date or Purchase Date, as
applicable, in as uniform a manner as shall be practicable and as it shall
determine in its sole discretion to be equitable among all participants
exercising options to purchase Common Stock on such Purchase Date, and
continue all Offering Periods then in effect, or (y) that the company shall
make a pro rata allocation of the sharees available for purchase on such
Offering Date or Purchase Date, as applicable, in as uniform a manner as
shall be practicable and as it shall determine in its sole discretion to be
equitable among all participants exercising options to purchase Common
Stock on such Purchase Date, and terminate any or all Offering Periods then
in effect pursuant to Section 20 below. The company may make pro rata
allocation of the Shares available on the Offering Date of any applicable
Offering Period pursuant to the preceding sentence, notwithstanding any
authorization of additional Shares for issuance under the Plan by the
company's stockholders subsequent to such Offering Date.
To record the due adoption of the foregoing amendment, Therma-Wave, Inc.
has caused the execution hereof by its duly authorized officer.
Therma-Wave, Inc.
By:/s/ L. Xxx Xxxxxxxx
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Title: Vice President, Chief Financial
Officer and Secretary
