THERMA WAVE INC
EXHIBIT
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<title>Q1 2003 10Q Exhibit 10.39</title>
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Exhibit 10.39



<P ALIGN="CENTER">&#9;<B>THERMA-WAVE, INC.</P>
</B>
<P ALIGN="CENTER">&#9;<B><U>STOCK OPTION AGREEMENT</P>
</B></U><P ALIGN="CENTER">&#9;(Nonqualified Stock Option)</P>

<P>&nbsp;</P>
<B><P>THIS STOCK OPTION AGREEMENT</B> (this "<U>Agreement</U>") is made and
entered into as of ____________, 2002 by and between Therma-Wave, Inc., a
Delaware corporation (the "<U>Company</U>"), and the employee of the Company
listed on the signature page hereto ("<U>Optionee</U>").</P>

<P>Pursuant to the Company's 2000 Equity Incentive Plan (the "<U>Plan</U>"), the
Company and the Optionee desire to enter into an agreement to evidence the grant
by the Company to the Optionee of an option (the "<U>Option</U>") to acquire
that number of shares of the Company's common stock, par value $0.01 per share
(the "<U>Common Stock</U>") listed on the signature page hereto (the "<U>Option
Shares</U>").  Capitalized terms used herein and not otherwise defined are
defined in Section 6 hereof.</P>

<P>The parties hereto agree as follows:</P>

<OL>

<U><LI>Option Grant</U>.  The Company hereby grants to the Optionee, pursuant to
the Plan, an Option to purchase the Option Shares at a price per share equal to
that amount listed on the signature page hereto (the "<U>Exercise Price</U>").
The Exercise Price and the number of Option Shares will be equitably adjusted
for any stock split, stock dividend, reclassification or recapitalization of the
Company which occurs subsequent to the date of this Agreement.  The Option is
not intended to be an "incentive stock option" within the meaning of Section
422A of the Code.</LI>

<U><LI>Exercise of Option</U>.</LI>

<OL>

<U><LI>Normal Vesting.</U>  The Option granted hereunder may be exercised only
to the extent it has become vested.  The Option shall vest and become
exercisable with respect to the following number of Option Shares (set forth on
a cumulative basis):  (i)&nbsp;25% of the Option Shares on the first year
anniversary of the Grant Date; (ii)&nbsp;2.083% of the Option Shares each month
on the thirteenth (13<SUP>th</SUP>) through the forty eighth (48<SUP>th</SUP>)
monthly anniversary of the Grant Date (each a "<U>Vesting Date</U>"), <U>if and
only if</U> the Optionee is, and has been, continuously employed by the Company
from the Grant Date through the applicable Vesting Date.<FONT FACE="MS Sans
Serif" SIZE=1> </LI>
</FONT>
<U><LI>No Vesting After Termination Date</U>.  The Option shall cease to vest
after the Termination Date.  Any portion of the Option which has vested and
become exercisable prior to the Termination Date shall remain exercisable for
the period set forth in Section 3.</LI>

<U><LI>Procedure for Exercise</U>.  At any time prior to the Expiration Date,
Optionee may exercise all or a portion of the Option (to the extent vested),
which has not expired pursuant to subsection&nbsp;3(b) below by delivering
written notice of exercise to the Company, together with (i)&nbsp;a written
acknowledgment that Optionee has read and has been afforded an opportunity to
ask questions of members of the Company's management regarding all financial and
other information provided to Optionee regarding the Company and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of payment in cash, check, other shares of capital stock of
the Company or any combination of the foregoing.  As a condition to any exercise
of the Option, Optionee will permit the Company to deliver to him all financial
and other information regarding the Company and its Subsidiaries which it
believes necessary to enable Optionee to make an informed investment decision.
Shares issued upon exercise of an Option shall be issued in the name of the
Optionee or, if requested by the Optionee, in the name of the Optionee and his
or her spouse.</LI></OL>


<U><LI>Expiration of Option</U>.</LI>

<OL>

<U><LI>Normal Expiration</U>.  In no event shall any part of the Option be
exercisable after the Expiration Date.</LI>

<U><LI>Expiration Upon Termination of Employment</U>. Any portion of the Option
that was not vested and exercisable on the Termination Date shall expire on such
date and may not be exercised thereafter under any circumstance.  Any portion of
the Option that was vested and exercisable on the Termination Date shall expire
on the earlier of (i)&nbsp;three months after the Termination Date (or 12 months
after the Termination Date if the termination was caused by Optionee's death,
disability or retirement) and (ii)&nbsp;the Expiration Date and may not be
exercised thereafter under any circumstance.</LI>

<U><LI>Non-Transferability of Option</U>.  The Option is personal to Optionee
and is not transferable by Optionee except pursuant to the laws of descent or
distribution and may be exercised, during the lifetime of the Optionee, only by
the Optionee.</LI></OL>


<U><LI>Adjustments upon Dissolution, Merger or Asset Sale.</LI>
</U>
<OL>

<U><LI>Dissolution or Liquidation</U>.  In the event of the proposed dissolution
or liquidation of the Company, the Board shall notify each Optionee as soon as
practicable prior to the effective date of such proposed transaction.  To the
extent it has not been previously exercised, an Option will terminate
immediately prior to the consummation of such proposed action.</LI>

<U><LI>Merger or Asset Sale</U>. In the event of a merger of the Company with or
into another corporation, or the sale of substantially all of the assets of the
Company, each outstanding Option and shall be assumed or an equivalent option or
right substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation. In the event that the successor corporation refuses to
assume or substitute for the Option, the Optionee shall fully vest in and have
the right to exercise the Option as to all of the Option Shares, including
Shares as to which it would not otherwise be vested or exercisable.</LI></OL>


<U><LI>Definition of Option Shares</U>.  For all purposes of this Agreement,
Option Shares will continue to be Option Shares in the hands of any holder other
than Optionee (except for the Company, purchasers pursuant to an offering
registered under the 1933 Act and subsequent transferees), and each such other
holder of Option Shares will succeed to all rights and obligations attributable
to Optionee as a holder of Option Shares hereunder.  Option Shares will also
include shares of the Company's capital stock issued with respect to Option
Shares by way of a stock split, stock dividend or other recapitalization.</LI>

<U><LI>Definitions</U>.&#9;The following terms are defined as follows:</LI>

<P>"<U>1933 Act</U>" means the Securities Act of 1933, as amended from time to
time.</P>

<P>"<U>Affiliate</U>" means, with respect to any Person, any other Person who is
controlling, controlled by, or under common control with such Person and, in the
case of a Person which is a partnership, any partner of such Person.</P>

<P>"<U>Board</U>" means the Company's Board of Directors.</P>

<P>"<U>Code</U>" means the Internal Revenue Code of 1986, as amended from time
to time.</P>

<P>"<U>Common Stock</U>" means, collectively, the Company's common stock, par
value $0.01 per share.</P>

<P>"<U>Expiration Date</U>" means, with respect to any Option, the date which is
the tenth anniversary of the date hereof.</P>

<P>"<U>Grant Date</U>" means the date the Board approves the grant by the
Company to the Optionee of the Option governed by this Agreement.</P>

<P>"<U>Option Shares</U>" means (i)&nbsp;all shares of Common Stock purchased
pursuant to the Options granted pursuant to this Agreement and (ii)&nbsp;all
shares of Common Stock issued with respect to Common Stock referred to in
clause&nbsp;(i) by way of stock dividend or stock split or in connection with a
recapitalization or other reorganization affecting the Common Stock.</P>

<P>"<U>Person</U>" means an individual, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization and a government or any
department or agency thereof.</P>

<P>"<U>Plan</U>" has the meaning set forth in the preamble.</P>

<P>"<U>Subsidiary</U>" means any corporation of which shares of stock having a
majority of the general voting power in electing the board of directors are, at
the time as of which any determination is being made, owned by the Company
either directly or through its Subsidiaries.</P>

<P>"<U>Termination Date</U>" means the date that Optionee ceases to be employed
by the Company or any of its Subsidiaries for any reason.</P>

<U><LI>Notices.</U>  Any notice provided for in this Agreement must be in
writing and must be personally delivered, received by certified mail, return
receipt requested, or sent by guaranteed overnight delivery service, to the
Optionee at the address appearing on the signature page hereto and to the other
recipients at the address indicated below:</LI>

<P>To the Company:&#9;</P>

<P>Therma-Wave, Inc.</P>
<P>1250 Reliance Way</P>
<P>Fremont, California 94539</P>
<P>Attn:  President</P>

<P>and</P>

<P>Kirkland &amp; Ellis</P>
<P>777 South Figueroa Street</P>
<P>Los Angeles, CA  90017</P>
<P>Attn:   Eva Davis</P>

<P>&nbsp;</P>
<P>or such other address or to the attention of such other person as the
recipient party will have specified by prior written notice to the sending
party.  Any notice under this Agreement will be deemed to have been given when
so delivered or mailed.</P>

<U><LI>Severability</U>.  Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or the effectiveness or validity of any provision in any
other jurisdiction, and this Agreement will be reformed, construed and enforced
in such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.</LI>

<U><LI>Complete Agreement</U>.  This Agreement and the Plan embody the complete
agreement and understanding among the parties and supersedes and preempts any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
Without limiting the foregoing, all existing stock option agreements between the
Company and/or the Company's existing stockholders and Optionee are hereby
cancelled and terminated.</LI>

<U><LI>Counterparts</U>.  This Agreement may be executed in separate
counterparts, each of which will be deemed to be an original and all of which
taken together will constitute one and the same agreement.</LI>

<U><LI>Successors and Assigns; Transfer</U>.  This Agreement is intended to bind
and inure to the benefit of and be enforceable by Optionee, the Company, and
their respective successors and assigns, provided that Optionee may not assign
any of his or her rights or obligations, except as expressly provided by the
terms of this Agreement. </LI>

<U><LI>Governing Law</U>.  The corporate law of the State of Delaware will
govern all questions concerning the relative rights of the Company and its
stockholders.  All other issues concerning the enforceability, validity and
binding effect of this Agreement will be governed by and construed in accordance
with the laws of the State of California, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of California or
any other jurisdiction) that would cause the application of the law of any
jurisdiction other than the State of California.</LI>

<U><LI>Remedies</U>.  The parties hereto acknowledge and agree that money
damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that any party hereto will have the right to injunctive relief, in
addition to all of its other rights and remedies at law or in equity, to enforce
the provisions of this Agreement.</LI>

<U><LI>Effect of Transfers in Violation of Agreement</U>.  The Company will not
be required (a) to transfer on its books any Option Shares which have been sold
or transferred in violation of any of the provisions set forth in this Agreement
or (b) to treat as owner of such Option Shares, to accord the right to vote as
such owner or to pay dividends to any transferee to whom such Option Shares have
been transferred in violation of this Agreement.</LI>

<U><LI>Amendments and Waivers</U>.  The Board may at any time amend, alter,
suspend or terminate the Plan without the consent of any Optionee; provided,
however, that no  amendment, alteration, suspension or termination of the Plan
shall impair the rights of any Optionee.</LI>

<U><LI>Therma-Wave, Inc. 2000 Equity Incentive Plan</U>.  The grant of any
Option hereunder is pursuant to and subject to all of the terms and conditions
of the Plan.</LI></OL>
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<P>IN WITNESS WHEREOF, the parties have executed this Stock Option Agreement on
the day and year first above written.</P>

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<P>THERMA-WAVE, INC.</P>
</B>
<P>&nbsp;</P>
<P>___________________________________</P>
<P>By: L. RAY CHRISTIE</P>
<P>Its:  Vice President Finance &amp; CFO</P>

<P>&nbsp;</P>
<B><P>OPTIONEE:</P>
</B>
<P>&nbsp;</P>
<P>___________________________________</P>
<P>Name: </P>

<P>Address (please print):</P>

<P>___________________________________</P>

<P>___________________________________</P>

<P>&nbsp;</P>
<P>Number of Option Shares: </P>

<P>Exercise Price:  </P></DIR>
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