0001136261-08-000126 Sample Contracts

AMENDMENT No. 2 TO RIGHTS AGREEMENT
Rights Agreement • August 1st, 2008 • Mattson Technology Inc • Special industry machinery, nec

This AMENDMENT No. 2 TO RIGHTS AGREEMENT (the "Amendment") is entered into as of the 14th day of July, 2008, between Mattson Technology, Inc., a Delaware corporation (the "Company"), and Mellon Investor Services, LLC, a New Jersey limited liability company, as rights agent (the "Rights Agent"). Capitalized terms not defined herein shall have the meanings given them in the Rights Agreements (as defined below).

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RESTRICTED STOCK UNITS AGREEMENT
Restricted Stock Units Agreement • August 1st, 2008 • Mattson Technology Inc • Special industry machinery, nec • California

This Restricted Stock Units Agreement (the "Agreement") is made and entered into on ____________ (the "Date of Grant"), pursuant to the Mattson Technology, Inc. 2005 Equity Incentive Plan, as amended (the "Plan"). The Committee administering the Plan has selected the party specified on the execution page hereof (the "Participant") to receive the following award (the "Award") of Restricted Stock Units, each of which represents the right to receive on the applicable Settlement Date one (1) share of the Common Stock ("Stock") of Mattson Technology, Inc., a Delaware corporation (the "Company"), on the terms and conditions set forth below to which Participant accepts and agrees:

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