MATTSON TECHNOLOGY INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exh10_14.txt
<TEXT>
                                                                  Exhibit 10.14


                              AMENDED AND RESTATED

                            MATTSON TECHNOLOGY, INC.

                        1994 EMPLOYEE STOCK PURCHASE PLAN

                (As Amended and Restated Effective May 19, 2004)


1. PURPOSE.

          The purpose of this Plan is to provide an opportunity for Employees of
     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 qualify as an  "Employee  Stock  Purchase  Plan"
     under  Section  423 of the  Code,  and  the  Plan  shall  be  construed  in
     accordance with this intention.

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.

          (c) "Committee" shall mean the committee appointed by the Board in
     accordance with Section 12 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 an Employee's wages or salary and other
     amounts payable to an Employee on account of personal services rendered by
     the Employee to the Corporation or a Designated Subsidiary and which are
     reportable as wages or other compensation on the Employee's Form W-2, plus
     pre-tax contributions of the Employee under a cash or deferred arrangement
     (401(k) plan) or cafeteria plan maintained by the Corporation or a
     Designated Subsidiary, but excluding, however, (1) non-cash fringe
     benefits, (2) special payments as determined by the Committee (e.g., moving
     expenses, unused vacation, severance pay), (3) income from the exercise of
     stock options or other stock purchases and (4) any other items of
     Compensation as determined by the Committee.

          (f) "Corporation" shall mean Mattson Technology, Inc., a Delaware
     corporation, or any successor corporation thereto.

          (g) "Designated Subsidiary" shall mean a Subsidiary which has been
     designated by the Board as eligible to participate in the Plan.

          (h) "Employee" shall mean an individual employed (within the meaning
     of Code section 3401(c) and the regulations thereunder) by the Corporation
     or a Designated Subsidiary.



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          (i) "Entry Date" shall mean the first day of each Option Period. The
     first Entry Date shall be the date the Company's initial public offering
     registered with the Securities and Exchange Commission is declared
     effective, unless otherwise determined by the Committee.

          (j) "Exercise Date" shall mean the last business day of each Exercise
     Period.

          (k) "Exercise Period" shall mean a six-month or other period as
     determined by the Committee. The first Exercise Period during an Option
     Period shall commence on the first day of such Option Period. Subsequent
     Exercise Periods, if any, shall run consecutively after the termination of
     the preceding Exercise Period. The last Exercise Period in an Option Period
     shall terminate on the last day of such Option Period.

          (l) "Fair Market Value" shall mean the value of one (1) share of
     Common Stock on the relevant date, determined as follows:

               (i) If the shares are traded on an exchange or on the NASDAQ
          National Market System, the reported "closing price" on the next
          preceding trading day (provided that in the case of the first Entry
          Date, the Fair Market Value shall be the initial price to the public
          in the Company's initial public offering);

               (ii) If the shares are traded over-the-counter on the NASDAQ
          System (other than on the NASDAQ National Market System), the mean
          between the bid and the ask prices on said System at the close of
          business on the next preceding trading day (provided that in the case
          of the first Entry Date, the Fair Market Value shall be the initial
          price to the public in the Company's initial public offering); and

               (iii) If neither (1) nor (2) applies, the fair market value as
          determined by the Committee in good faith. Such determination shall be
          conclusive and binding on all persons.

          (m) "Option Period" shall mean a period of up to twenty-seven (27)
     months as determined by the Committee.

          (n) "Participant" shall mean a participant in the Plan as described in
     Section 4 of the Plan.

          (o) "Plan" shall mean this employee stock purchase plan.

          (p) "Subsidiary" shall mean any corporation (other than the
     Corporation) in an unbroken chain of corporations beginning with the
     Corporation, as described in Code section 424(f).


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<PAGE>

3.   ELIGIBILITY.

          Any Employee regularly employed on a full-time basis by the
     Corporation or by any Designated Subsidiary on an Entry Date shall be
     eligible to participate in the Plan with respect to the Option Period
     commencing on such Entry Date, provided that the Committee may establish
     administrative rules requiring that employment commence some minimum period
     (e.g., one pay period) prior to an Entry Date to be eligible to participate
     with respect to that Entry Date. An Employee shall be considered employed
     on a full-time basis unless his or her customary employment is less than 20
     hours per week or five months per year. No Employee may participate in the
     Plan if immediately after an option is granted the Employee owns or is
     considered to own (within the meaning of section 424(d) of the Code),
     shares of stock, including stock which the Employee may purchase by
     conversion of convertible securities or under outstanding options granted
     by the Corporation, possessing five percent (5%) or more of the total
     combined voting power or value of all classes of stock of the Corporation
     or of any of its Subsidiaries. All Employees who participate in the Plan
     shall have the same rights and privileges under the Plan except for
     differences which may be mandated by local law and which are consistent
     with Code section 423(b)(5). The Committee may impose restrictions on
     eligibility and participation of Employees who are officers and directors
     to facilitate compliance with federal or state securities laws.


4.   PARTICIPATION.

          4.1  An Employee who is eligible to participate in the Plan in
     accordance with Section 3 may become a Participant by filing, on a date
     prescribed by the Committee prior to an applicable Entry Date, a completed
     payroll deduction authorization and Plan enrollment form provided by the
     Corporation. An eligible Employee may authorize payroll deductions at the
     rate of any whole percentage of the Employee's Compensation, not to exceed
     fifteen percent (15%) of the Employee's Compensation, or such lesser
     percentage as specified by the Committee as applied to an Entry Date or
     Option Period. All payroll deductions may be held by the Corporation and
     commingled with its other corporate funds. No interest shall be paid or
     credited to the Participant with respect to such payroll deductions except
     where required by local law as determined by the Committee. A separate
     bookkeeping account for each Participant shall be maintained by the
     Corporation under the Plan and the amount of each Participant's payroll
     deductions shall be credited to such account. A Participant may not make
     any additional payments into such account.

          4.2  Under procedures established by the Committee, a Participant may
     suspend or discontinue participation in the Plan or may reduce the rate of
     his or her payroll deductions at any time during an Option Period by
     completing and filing a new payroll deduction authorization and Plan
     enrollment form with the Corporation, provided that the Committee may, in
     its discretion, impose restrictions on a Participant's ability to change
     the rate of payroll deductions. A Participant may increase his or her rate
     of payroll deductions only effective on an Entry Date by filing a new
     payroll deduction authorization and Plan enrollment form. If a new payroll
     deduction authorization and Plan enrollment form is not filed with the
     Corporation, the rate of payroll deductions shall continue at the
     originally elected rate throughout the Option Period unless the Committee
     determines to change the permissible rate.


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          If a Participant suspends participation during an Exercise Period, his
     or her accumulated payroll deductions will remain in the Plan for purchase
     of shares as specified in Section 6 on the following Exercise Date, but the
     Participant will not again participate until he or she completes a new
     payroll deduction authorization and Plan enrollment form. The Committee may
     establish rules limiting the frequency with which Participants may suspend
     and resume payroll deductions under the Plan and may impose a waiting
     period on Participants wishing to resume suspended payroll deductions. If a
     Participant discontinues participation in the Plan, the amount credited to
     the Participant's individual account shall be paid to the Participant
     without interest (except where required by local law). In the event any
     Participant terminates employment with the Corporation or any Subsidiary
     for any reason (including death) prior to the expiration of an Option
     Period, the Participant's participation in the Plan shall terminate and all
     amounts credited to the Participant's account shall be paid to the
     Participant or the Participant's estate without interest (except where
     required by local law). Whether a termination of employment has occurred
     shall be determined by the Committee. The Committee may also establish
     rules regarding when leaves of absence or change of employment status
     (e.g., from full-time to part-time) will be considered to be a termination
     of employment, and the Committee may establish termination of employment
     procedures for this Plan which are independent of similar rules established
     under other benefit plans of the Corporation and its Subsidiaries.

          In the event of a Participant's death, any accumulated payroll
     deductions will be paid, without interest, to the estate of the
     Participant.


5.   OFFERING.

          5.1  The maximum number of shares of Common Stock which may be issued
     pursuant to the Plan shall be 6,175,000 shares. The Committee may designate
     any amount of available shares for offering for any Option Period
     determined pursuant to Section 5.2.

          5.2  Each Option Period, Entry Date and Exercise Period shall be
     determined by the Committee. The Committee shall have the power to change
     the duration of future Option Periods or future Exercise Periods, and to
     determine whether or not to have overlapping Option Periods, with respect
     to any prospective offering, without stockholder or Board approval.

          5.3  With respect to each Option Period, each eligible Employee who
     has elected to participate as provided in Section 4.1 shall be granted an
     option to purchase that number of shares of Common Stock which may be
     purchased with the payroll deductions accumulated on behalf of such
     Employee (assuming payroll deductions at a rate of 15% of Compensation)
     during each Exercise Period within such Option Period at the purchase price
     specified in Section 5.4 below; provided, however, (1) in no event shall
     the Employee be entitled to accrue rights to purchase shares under the Plan
     (and all other employee stock purchase plans, as defined in Code section
     423, of the Corporation and its subsidiaries) at a rate which exceeds
     $25,000 of the Fair Market Value of such stock (determined at the time the
     option is granted) for any calendar year in which such option is
     outstanding at any time, and (2) the maximum shares subject to any option
     shall in no event exceed 20,000.


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<PAGE>


          5.4  The option price under each option shall be the lower of: (i)
     eighty-five percent (85%) of the Fair Market Value of the Common Stock on
     the Entry Date on which an option is granted, or (ii) eighty-five percent
     (85%) of the Fair Market Value on the Exercise Date on which the Common
     Stock is purchased.

          5.5  If the total number of shares of Common Stock for which options
     granted under the Plan are exercisable exceeds the maximum number of shares
     offered on any Entry Date, the number of shares which may be purchased
     under options granted on the Entry Date shall be reduced on a pro rata
     basis in as nearly a uniform manner as shall be practicable and equitable.
     In this event, payroll deductions shall also be reduced or refunded
     accordingly. If an Employee's payroll deductions during any Exercise Period
     exceeds the purchase price for the maximum number of shares permitted to be
     purchased under Section 5.3, the excess shall be refunded to the
     Participant without interest (except where otherwise required by local
     law).

          5.6  In the event that the Fair Market Value of the Corporation's
     Common Stock is lower on the first day of an Exercise Period within an
     Option Period (subsequent "Reassessment Date") than it was on Entry Date
     for such Option Period, all Employees participating in the Plan on the
     Reassessment Date shall be deemed to have relinquished the unexercised
     portion of the option granted on the Entry Date and to have enrolled in and
     received a new option commencing on such Reassessment Date, unless the
     Committee has determined not to permit overlapping Option Periods or to
     restrict such transfers to lower price Option Periods.


6.   PURCHASE OF STOCK.

          Upon the expiration of each Exercise Period, a Participant's option
     shall be exercised automatically for the purchase of that number of full
     shares of Common Stock which the accumulated payroll deductions credited to
     the Participant's account at that time shall purchase at the applicable
     price specified in Section 5.4.


7.   PAYMENT AND DELIVERY.

          Upon the exercise of an option, the Corporation shall deliver to the
     Participant the Common Stock purchased and the balance of any amount of
     payroll deductions credited to the Participant's account not used for the
     purchase. The Committee may permit or require that shares be deposited
     directly with a broker designated by the Participant (or a broker selected
     by the Committee), and the Committee may utilize electronic or automated
     methods of share transfer. To the extent the unused cash balance represents
     a fractional share, the unused cash balance credited to the Participant's
     account shall be carried over to the next Exercise Period, if the
     Participant is also a Participant in the Plan at that time or refunded to
     the Participant, as determined by the Committee. The Corporation shall
     retain the amount of payroll deductions used to purchase Common Stock as
     full payment for the Common Stock and the Common Stock shall then be fully
     paid and non-assessable. No Participant shall have any voting, dividend, or
     other stockholder rights with respect to shares subject to any option
     granted under the Plan until the option has been exercised and shares
     issued.

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8.   RECAPITALIZATION.

          If after the grant of an option, but prior to the purchase of Common
     Stock under the option, there is any increase or decrease in the number of
     outstanding shares of Common Stock because of a stock split, stock
     dividend, combination or recapitalization of shares subject to options, the
     number of shares to be purchased pursuant to an option, the share limit of
     Section 5.3 and the maximum number of shares specified in Section 5.1 shall
     be proportionately increased or decreased, the terms relating to the
     purchase price with respect to the option shall be appropriately adjusted
     by the Committee, and the Committee shall take any further actions which,
     in the exercise of its discretion, may be necessary or appropriate under
     the circumstances.

          The Committee, if it so determines in the exercise of its sole
     discretion, also may adjust the number of shares specified in Section 5.1,
     as well as the price per share of Common Stock covered by each outstanding
     option and the maximum number of shares subject to any individual option,
     in the event the Corporation effects one or more reorganizations,
     recapitalizations, spin-offs, split-ups, rights offerings or reductions of
     shares of its outstanding Common Stock.

          The Committee's determinations under this Section 8 shall be
     conclusive and binding on all parties.


9.   MERGER, LIQUIDATION, OTHER CORPORATION TRANSACTIONS.

          In the event of the proposed liquidation or dissolution of the
     Corporation, the Option Period will terminate immediately prior to the
     consummation of such proposed transaction, unless otherwise provided by the
     Committee in its sole discretion, and all outstanding options shall
     automatically terminate and the amounts of all payroll deductions will be
     refunded without interest to the Participants.

          In the event of a proposed sale of all or substantially all of the
     assets of the Corporation, or the merger or consolidation of the
     Corporation with or into another corporation, then in the sole discretion
     of the Committee, (1) each option shall be assumed or an equivalent option
     shall be substituted by the successor corporation or parent or subsidiary
     of such successor corporation, (2) a date established by the Committee on
     or before the date of consummation of such merger, consolidation or sale
     shall be treated as an Exercise Date, and all outstanding options shall be
     deemed exercisable on such date or (3) all outstanding options shall
     terminate and the accumulated payroll deductions shall be returned to the
     Participants.


10.  TRANSFERABILITY.

          Options granted to Participants may not be voluntarily or
     involuntarily assigned, transferred, pledged, or otherwise disposed of in
     any way, and any attempted assignment, transfer, pledge, or other
     disposition shall be null and void and without effect. If a Participant in
     any manner attempts to transfer, assign or otherwise encumber his or her
     rights or interest under the Plan, other than as permitted by the Code,
     such act shall be treated as an election by the participant to discontinue
     participation in the Plan pursuant to Section 4.2.


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11.  AMENDMENT OR TERMINATION OF THE PLAN.

          11.1 The Plan shall continue until May 19, 2014, unless previously
     terminated in accordance with Section 11.2.

          11.2 The Board may, in its sole discretion, insofar as permitted by
     law, terminate or suspend the Plan, or revise or amend it in any respect
     whatsoever, except that, without approval of the stockholders, no such
     revision or amendment shall:

          (a) materially increase the number of shares subject to the Plan other
     than an adjustment under Section 8 of the Plan;

          (b) materially modify the requirements as to eligibility for
     participation in the Plan;

          (c) materially increase the benefits accruing to Participants;

          (d) reduce the purchase price specified in Section 5.4, except as
     specified in Section 8;

          (e) extend the term of the Plan beyond the date specified in Section
     11.1; or

          (f) amend this Section 11.2 to defeat its purpose.


12.   ADMINISTRATION.

          The Plan shall be administered by a Committee which shall consist of
     at least two members appointed by the Board. The Committee shall have full
     power and authority to promulgate any rules and regulations which it deems
     necessary for the proper administration of the Plan, to interpret the
     provisions and supervise the administration of the Plan, and to take all
     action in connection with administration of the Plan as it deems necessary
     or advisable. Decisions of the Committee shall be made by a majority of its
     members and shall be final and binding upon all participants. Any decision
     reduced to writing and signed by a majority of the members of the Committee
     shall be fully effective as if it had been made at a meeting of the
     Committee duly held. The Corporation shall pay all expenses incurred in the
     administration of the Plan. No Committee member shall be liable for any
     action or determination made in good faith with respect to the Plan or any
     option granted thereunder.


13.  COMMITTEE RULES FOR FOREIGN JURISDICTIONS.

          The Committee may adopt rules or procedures relating to the operation
     and administration of the Plan in non-United States jurisdictions to
     accommodate the specific requirements of local laws and procedures. Without
     limiting the generality of the foregoing, the Committee is specifically
     authorized to adopt rules and procedures regarding handling of payroll
     deductions, conversion of local currency, withholding procedures and
     handling of stock certificates which vary with local requirements.


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14.  SECURITIES LAWS REQUIREMENTS.

          The Corporation shall not be under any obligation to issue Common
     Stock upon the exercise of any option unless and until the Corporation has
     determined that: (i) it and the Participant have taken all actions required
     to register the Common Stock under the Securities Act of 1933, or to
     perfect an exemption from the registration requirements thereof; (ii) any
     applicable listing requirement of any stock exchange on which the Common
     Stock is listed has been satisfied; and (iii) all other applicable
     provisions of state and federal law have been satisfied.


15.  GOVERNMENTAL REGULATIONS.

          This Plan and the Corporation's obligation to sell and deliver shares
     of its stock under the Plan shall be subject to the approval of any
     governmental authority required in connection with the Plan or the
     authorization, issuance, sale, or delivery of stock hereunder.


16.  NO ENLARGEMENT OF EMPLOYEE RIGHTS.

          Nothing contained in this Plan shall be deemed to give any Employee
     the right to be retained in the employ of the Corporation or any Designated
     Subsidiary or to interfere with the right of the Corporation or Designated
     Subsidiary to discharge any Employee at any time.


17.  GOVERNING LAW.

          This Plan shall be governed by California law, but shall be
     interpreted to be consistent with the requirements of any employee stock
     purchase plan under Code section 423.


18.  EFFECTIVE DATE.

          This Plan shall be effective August 31, 1994, subject to approval of
     the stockholders of the Corporation within 12 months of its adoption by the
     Board of Directors.



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