What changed in this filing

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Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-25 · 93 added, 87 removed, 970 unchanged (16% of the section changed)

133 unchanged sentences

We also tested management’s controls over the completeness and accuracy of the data used in the estimation model.

Our substantive audit procedures included, among others, evaluating the significant assumptions stated above and testing the accuracy and completeness of the underlying data used by management to compute the value of excess inventory.

Our substantive audit procedures included evaluating the significant assumptions stated above and testing the accuracy and completeness of the underlying data used by management to compute the value of excess inventory.

For example, we compared the quantities of on-hand inventories to historical and forecasted materials usage and evaluated adjustments to forecasts for specific product considerations, such as technological changes or alternative uses.

34 unchanged sentences

Foreign currency translation adjustments

Amortization of actuarial gain (loss) and other adjustments from pension plan, net of tax

Amortization of actuarial net gain and other adjustments from pension plan, net of tax

Total other comprehensive (loss) income

6 unchanged sentences

Cash and cash equivalents

Short-term investments

Accounts receivable, net

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Additional paid-in capital

Accumulated deficit

Accumulated other comprehensive income

Retained earnings (accumulated deficit)

Accumulated other comprehensive (loss) income

Total stockholders’ equity

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Cash flows from operating activities

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

2 unchanged sentences

Stock-based compensation expense

Provision for doubtful accounts

Provision for excess and obsolete inventory

Currency loss on foreign denominated transactions

Changes in operating assets and liabilities:

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Other assets and liabilities

Net cash provided by (used in) operating activities

Net cash provided by operating activities

Cash flows from investing activities

1 unchanged sentence

Expenditures for property, plant and equipment and capitalized software

Purchase of short-term investments

Net cash used in investing activities

2 unchanged sentences

Repurchase of common stock

Proceeds from Employee Stock Purchase Plan

Proceeds from Employee Stock Purchase Plan purchases

Principal payments on finance lease obligation

2 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash, cash equivalents and restricted cash

Net increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

8 unchanged sentences

(“Axcelis” or the “Company”) was incorporated in Delaware in 1995, and is a worldwide producer of ion implantation and other processing equipment used in the fabrication of semiconductor chips in the United States, Europe and Asia.

In addition, we provide extensive aftermarket service and support, including spare parts, equipment upgrades, used equipment and maintenance services to the semiconductor industry.

In addition to equipment, we provide extensive aftermarket lifecycle products and services, including spare parts, equipment upgrades, maintenance services and customer training.

Summary of Significant Accounting Policies

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Foreign currency transaction gains and losses are included in other income (expense) in the Consolidated Statements of Operations.

For the year ended December 31, 2021 we had $ 2.5 million in foreign exchange loss.

For the years ended December 31, 2022 and 2021, we had foreign exchange losses of $ 6.6 million and $ 2.5 million, respectively.

For the year ended December 31, 2020 we had $ 1.4 million in foreign exchange gain.

For the year ended December 31, 2019 we had $ 0.6 million in foreign exchange loss.

(d) Cash and Cash Equivalents

(d) Cash, Cash Equivalents and Short-term Investments

Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of ninety days or less.

2 unchanged sentences

Cash equivalents are carried on the balance sheet at fair market value.

Short-term investments are h ighly liquid investments with original maturities of greater than 90 days but less than one year from date of purchase and are carried on the balance sheet at fair market value.

Our short-term investments consist primarily of U.S.

Government and Agency securities and are classified as held-to-maturity based on our positive intent and ability to hold the securities to maturity.

Income related to these securities is recorded in interest income in the Consolidated Statements of Operations .

(e) Inventories

Inventories are carried at the lower of cost or net realizable value, determined using the first-in, first-out (“FIFO”) method.

We periodically review our inventories and make provisions as necessary for estimated obsolescence or damaged

goods to ensure values approximate lower of cost or net realizable value.

We periodically review our inventories and make provisions as necessary for estimated obsolescence or damaged goods to ensure values approximate lower of cost or net realizable value.

The amount of such markdowns is equal to the difference between cost of inventory and the estimated market value based upon assumptions about future demands, selling prices, and market conditions.

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(h) Concentration of Risk and Off-Balance Sheet Risk

Financial instruments that potentially subject us to concentrations of credit risk are principally cash equivalents and accounts receivable.

Our cash equivalents are principally maintained in investment grade money-market funds, U.S.

Financial instruments that potentially subject us to concentrations of credit risk are principally cash equivalents, short-term investments and accounts receivable.

Our cash equivalents and short-term investments are principally maintained in investment grade money-market funds, U.S.

Government and Agency Securities and deposit accounts.

We have no significant off-balance-sheet risk such as currency exchange contracts, option contracts or other hedging arrangements.

Our exposure to market risk for changes in interest rates relates primarily to cash equivalents.

Our exposure to market risk for changes in interest rates relates primarily to cash equivalents and short-term investments.

The primary objective of our investment activities is to preserve principal without significantly increasing risk.

9 unchanged sentences

For the year ended December 31, 2021, we had two customers representing 17.8 % and 15.4 % of total revenue, respectively.

For the year ended December 31, 2019, we had three customers representing 18.2 %, 14.2 % and 12.0 % of total revenue, respectively.

For the year ended December 31, 2020, we had two customers representing 17.9 % and 16.4 % of total revenue, respectively.

As of December 31, 2022, we had two customers account for 19.4 % and 11.5 % of consolidated accounts receivable, respectively.

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2) Identify the performance obligations in the contract

Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other available resources, and are distinct in the context of the contract, whereby the transfer of the good or service is separately identifiable from other promises in the contract.

To the extent a contract includes multiple promised goods and services, we must apply judgment to determine whether promised goods and services

are capable of being distinct and distinct in the context of the contract.

the transfer of the good or service is separately identifiable from other promises in the contract.

To the extent a contract includes multiple promised goods and services, we must apply judgment to determine whether promised goods and services are capable of being distinct and distinct in the context of the contract.

If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation.

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For those contracts that contain multiple performance obligations (primarily systems sales, as well as some aftermarket contracts requiring both time and material inputs), we must determine the SSP.

We use a cost plus margin approach in determining the SSP for any materials related performance obligations (such as upgrades, spare parts, systems).

To determine the SSP for labor related performance obligations (such as the labor component of installation), we use

directly observable inputs based on the standalone sale prices for these services.

We use a cost plus margin

approach in determining the SSP for any materials related performance obligations (such as upgrades, spare parts, systems).

To determine the SSP for labor related performance obligations (such as the labor component of installation), we use directly observable inputs based on the standalone sale prices for these services.

5) Recognize revenue when or as we have satisfied a performance obligation

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The guidance allows entities to choose between two methods to measure progress toward complete satisfaction of a performance obligation:

surveys of performance completed to date, appraisals of results achieved, milestones reached, time elapsed, and units produced or units delivered);

Output methods - recognize revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract (e.g., surveys of performance completed to date, appraisals of results achieved, milestones reached, time elapsed, and units produced or units delivered);

Input methods - recognize revenue on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation (e.g., resources consumed, labor hours expended, costs incurred, or time elapsed) relative to the total expected inputs to the satisfaction of that performance obligation.

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We recognize an asset related to incremental costs incurred by us to obtain a contract with a customer if we expect to recover those costs.

used in satisfying performance obligations in the future, and the costs are expected to be recovered.

We will recognize an asset from costs incurred to fulfill a contract only if such costs relate directly to a contract with an entity that we can specifically identify, the costs incurred will generate or enhance resources that will be used in satisfying performance obligations in the future, and the costs are expected to be recovered.

Any assets recognized related to costs to obtain or fulfill a contract are amortized on a systematic basis that is consistent with the transfer to the customer of the goods or services to which the asset relates.

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Income taxes include the largest amount of tax benefit for an uncertain tax position that is more likely than not to be sustained upon audit based on the technical merits of the tax position.

Settlements with tax authorities, the expiration of statutes of limitations for particular tax positions, or obtaining new information on particular tax positions may cause a change to the effective tax rate.

Settlements with tax authorities, the expiration of statutes of limitations for particular tax positions, or obtaining new information on particular tax positions may cause a

change to the effective tax rate.

We recognize accrued interest related to unrecognized tax benefits as interest expense and penalties within operating expense in the consolidated statements of operations.

13 unchanged sentences

(o) Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in accumulated other comprehensive income, net of tax, by component, for the year ended December 31, 2021:

The following table presents the changes in accumulated other comprehensive loss, net of tax, by component, for the year ended December 31, 2022:

Defined benefit

4 unchanged sentences

(p) Recent Accounting Guidance

Accounting Standards Update 2019-12 Income Taxes (Topic 740)

We adopted Financial Accounting Standards Board ASU No.

2019-12 “ Income Taxes (Topic 740) ” (“ASU 2019-12”) as of January 1, 2021 on a prospective basis.

The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions from the previous standard as well as requiring entities to include franchise tax partially based on income as an income based tax and to account for an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date.

The guidance in ASU 2019-12 is required for annual reporting periods beginning after December 15, 2020.

Adoption of ASU 2019-12 had no material effect on our consolidated financial statements and disclosures.

We design, manufacture and service ion implantation and other processing equipment used in the fabrication of semiconductor chips and sell our products to leading semiconductor chip manufacturers worldwide.

We offer a complete

line of high energy, high current and medium current implanters for all application requirements.

We offer a complete line of high energy, high current and medium current implanters for all application requirements.

In addition, we provide extensive aftermarket lifecycle products and services, including used tools, spare parts, equipment upgrades, maintenance service and customer training.

Our revenue recognition policies are set forth in Section (i) of Note 2, Summary of Significant Accounting Policies.

Our revenue recognition policies are set forth in Section (i) of Note 2, Summary of

Significant Accounting Policies.

(a) Alternative Operational Revenue Categories used by Management

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This amount relates primarily to prepayments made prior to system delivery as well as to installation and non-standard warranty performance obligations for system sales.

Long-term deferred revenue of $ 8.0 million as of December 31, 2021 relates prepayments made prior to system delivery as well as to extended warranty performance obligations that we expect to be completed in excess of the next 12 months but within the next 24 months .

Long-term deferred revenue of $ 31.3 million as of December 31, 2022 relates to prepayments made prior to system delivery as well as to extended warranty performance obligations that we expect to be completed in excess of the next 12 months but within the next 24 months .

The majority of our system transactions have payment terms that are 90 % due upon shipment of the tool and 10 % due upon installation.

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The allowance takes into consideration numerous quantitative and qualitative factors that include receivable type, historical loss experience, delinquency trends, collection experience, current economic conditions, estimates for supportable forecasts, when appropriate, and credit risk characteristics.

Axcelis evaluates the credit risk of the customer when extending credit based on a combination of various financial

and qualitative factors that may affect its customers’ ability to pay.

Axcelis evaluates the credit risk of the customer when extending credit based on a combination of various financial and qualitative factors that may affect its customers’ ability to pay.

These factors may include the customer’s financial condition, past payment experience, and credit ratings from credit bureaus, as well as the value of the underlying collateral.

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Purchasing and usage alternatives are also explored to mitigate inventory exposure.

In 2021, we recorded a decrease of $ 1.9 million in inventory reserves.

In 2022, we recorded an increase of $ 0.2 million in inventory reserves.

At December 31, 2022 and 2021, inventories are stated net of inventory reserves of $ 6.7 million and $ 6.5 million, respectively.

During the years ended December 31, 2021, 2020 and 2019, we recorded charges to cost of sales of $ 3.8 million, $ 3.7 million and $ 2.8 million, respectively, to reflect the lower of cost or net realizable value.

During the years ended December 31, 2022, 2021 and 2020, we recorded charges to cost of sales of $ 4.6 million, $ 3.8 million and $ 3.7 million, respectively, to adjust inventories to their lower of cost or net realizable value.

We have inventory on consignment at customer locations at December 31, 2022 and 2021, of $ 6.4 million and $ 5.5 million, respectively.

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For those lease agreements that do not indicate the applicable discount rate, we use our incremental borrowing rate.

The value of the right-of-use asset is initially determined based on the net present value of the associated

liability, and is adjusted for deferred costs and possible impairments, if any.

The value of the right-of-use asset is initially determined based on the net present value of the associated liability, and is adjusted for deferred costs and possible impairments, if any.

We have made the following policy elections:

1 unchanged sentence

(ii) we recognize lease expense for operating leases on a straight-line basis over the lease term;

and (iii) we account for lease components and non-lease components that are fixed payments as one component.

and (iii) we account for lease

components and non-lease components that are fixed payments as one component.

Some of our operating leases include one or more options to renew , with renewal terms that can extend the respective lease term 1 to 3 years .

21 unchanged sentences

We also have a manufacturing facility in South Korea.

Lease expense, depreciation expense relating to finance leased assets and interest expense relating to our finance lease obligation recognized within our consolidated statement of operations for the twelve-month periods ended December 31, 2021, 2020 and 2019 are as follows:

31, 2022, 2021 and 2020 are as follows:

Classification

1 unchanged sentence

(in thousands)

Product / Services*

Cost of revenue

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Total lease cost

* Sales and marketing and general and administrative expense also includes short-term lease and variable lease costs of approximately $ 1.9 million, $ 1.2 million and $ 0.9 million for the twelve months ended December 31, 2021, 2020 and 2019, respectively.

* Product / services, sales and marketing and general and administrative expense also includes short-term lease and variable lease costs of approximately $ 1.8 million, $ 1.9 million and $ 1.2 million for the twelve months ended December 31, 2022, 2021 and 2020, respectively.

Our corporate headquarters, shown below under finance leases, has an original lease term of 22 years .

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operating lease interest calculated using estimated corporate borrowing rate.

The table above does not include options to renew lease terms that are not reasonably certain of being exercised, nor leases signed but not yet commenced as of December 31, 2022.

As of December 31, 2022, total estimated future minimum lease payments for leases signed but not yet commenced, which consists only of the lease of property in Beverly, Massachusetts, on which a state-of-the-art logistics and flex manufacturing center with 98,000 square feet is being built to our specifications and has an expected commencement date in 2023, is estimated to be $ 32.5 million.

Lease term and discount rate

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These cash flows are included within the operating section of our statement of cash flows.

Our cash flows from our finance

lease include an interest and payment of principal component.

Our cash flows from our finance lease include an interest and payment of principal component.

The table below shows our cash outflows, by lease type and related section of our statement of cash flows, as well as the non-cash amount capitalized on our balance sheet in relation to our operating lease right-of-use assets:

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On July 31, 2020, we entered into a Senior Secured Credit Facilities Credit Agreement (the “Credit Agreement”) with Silicon Valley Bank, in its capacity as administrative agent and collateral agent for itself and as a lender, and such other banks and financial institutions or entities that from time to time join as lenders under the Credit Agreement.

Credit Agreement provides for a revolving credit facility in an aggregate principal amount not to exceed $ 40.0 million.

The Credit Agreement provides for a revolving credit facility in an aggregate principal amount not to exceed $ 40.0 million.

Our obligations under the Credit Agreement are secured by a security interest, senior to any current and future debts and to any security interest, in all of our rights, title, and interest in, to and under substantially all of our assets, subject to limited exceptions, including permitted liens.

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The 2012 Equity Plan, as amended, reserves 9.5 million shares of common stock, $ 0.001 par value, for grant and permits the issuance of options, stock appreciation rights, restricted stock, restricted stock units, stock equivalents and awards of shares of common stock that are not subject to restrictions or forfeiture to selected employees, directors and consultants of the Company.

The total number of shares reserved for issuance under the Plan is the sum of 7.76 million shares approved by the shareholders, and 1.78 million shares added in accordance with the terms of the Plan as a result of

the expiration or forfeiture of awards granted under our prior equity plan.

Shares that are not issued under an award (because such award expires, is terminated unexercised or is forfeited) revert back to the Plan.

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Restricted stock units granted to employees during 2022 had both service-based vesting provisions and performance-based vesting provisions.

Restricted stock units granted to employees generally vest over a service period of four years , while restricted stock units granted to non-employee members of the Company’s Board of Directors generally vest over a service period of six months .

We have granted restricted stock units to executive officers and other senior employees with performance vesting conditions, which may be subject to further service-based vesting terms.

3 unchanged sentences

As of December 31, 2022, there were 1.1 million shares available for grant under the 2012 Equity Plan.

As of December 31, 2021, there were 0.1 million options outstanding and 0.9 million unvested restricted stock units outstanding under the 2012 Stock Plan.

As of December 31, 2022, there were five thousand options outstanding and 0.7 million unvested restricted stock units outstanding under the 2012 Stock Plan.

(b) Employee Stock Purchase Plan

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The 2020 ESPP is considered compensatory and as such, compensation expense has been recognized based on the benefit of the discounted stock price, amortized to compensation expense over each offering period of six months .

Compensation expense relating to the 2020 ESPP was approximately $ 0.2 million for the year ended December 31, 2021.

Compensation expense relating to the 2020 ESPP was approximately $ 0.3 million and $ 0.2 million for the years ended December 31, 2022 and 2021, respectively.

Compensation expense under the 2020 ESPP and our prior employee stock purchase plan (the “2000 ESPP”) was approximately $ 0.2 million for the year ended December 31, 2020.

Compensation expense under the 2000 ESPP was approximately $ 0.2 million for the year ended December 31, 2019.

As of December 31, 2022, there were approximately 1.0 million shares reserved for issuance and available for purchase under the 2020 ESPP, with 14,061 shares purchased on that date to be issued pending settlement.

Less than 0.1 million shares were purchased under the 2020 ESPP for the year ended December 31, 2021.

Less than 0.1 million shares were purchased under the 2020 ESPP for each of the years ended December 31, 2022 and 2021.

The 2000 ESPP expired in June 2020.

Less than 0.1 million shares were purchased under the 2020 ESPP and 2000 ESPP for the year ended December 31, 2020.

Less than 0.1 million shares were purchased under the 2000 ESPP in the year ended December 31, 2019.

For the purpose of valuing stock options with service conditions, we use the Black-Scholes option pricing model to calculate the grant-date fair value of an award.

Year ended December 31,

Weighted-average expected volatility

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(b) Assets and Liabilities Measured at Fair Value

Our money market funds and short-term investments are included in cash and cash equivalents in the consolidated balance sheets.

Our money market funds and short-term investments with maturities of 90 days or less at time of purchase are included in cash and cash equivalents in the consolidated balance sheets.

Short-term investments with maturities greater than 90 days but not greater than 365 days are included in short-term investments in the consolidated balance sheets.

The following table sets forth Company’s assets which are measured at fair value by level within the fair value hierarchy.

2 unchanged sentences

(in thousands)

Cash equivalents:

Money market funds, U.S.

Cash equivalents and other short-term investments:

Cash equivalents (money market funds, U.S.

Government Securities and Agency Investments)

Short-term investments (U.S.

Government Securities and Agency Investments)

December 31, 2021

56 unchanged sentences

State income taxes

Unrecognized tax benefits

Effect of change in valuation allowance

1 unchanged sentence

Stock based compensation

Internal revenue code section 162(m) limitation

Credit expirations

3 unchanged sentences

GILTI inclusion

Foreign-derived intangible income

Income tax provision

24 unchanged sentences

Our deferred tax assets and liabilities are measured at the enacted tax rate expected to apply when these temporary differences are expected to be realized or settled.

At December 31, 2021, we had $ 35.5 million of net deferred tax assets worldwide relating to net operating loss carryforwards, tax credit carryforwards and other temporary differences, which are available to reduce income taxes in future years.

At December 31, 2021, we maintain a $ 7.7 million valuation allowance in the U.S.

At December 31, 2022, we had $ 31.7 million of net deferred tax assets worldwide relating to capitalized R&D costs and other temporary differences, which are available to reduce income taxes in future years.

The decrease in our deferred tax assets from the prior year was primarily due to the utilization of our net operating losses, resulting in a decrease in deferred tax assets of $ 24.5 million, partially offset by a $ 18.1 million increase relating to capitalized R&D costs.

At December 31, 2022, we maintained a $ 8.4 million valuation allowance in the U.S.

against certain tax credits and state net operating losses due to the uncertainty of their realization based on long-term Company forecasts and the expiration dates on these attributes.

This represents a decrease of $ 1.4 million from the prior year.

At December 31, 2021, we have federal and state net operating loss carryforwards of $ 30.5 million and $ 13.6 million, respectively.

Federal and net operating losses will expire between 2033 and 2034.

This represents an increase of $ 0.7 million from the prior year.

At December 31, 2022, we had state net operating loss carryforwards of $ 0.3 million.

State net operating losses will expire between 2023 and 2034.

The federal net operating loss carryforwards are subject to an uncertain tax position reserve of $ 3.7 million.

At December 31, 2022, we have foreign net operating loss carryforwards of $ 1.1 million.

The majority of our foreign net operating losses have an unlimited carryforward period.

At December 31, 2021, we have research and development and other tax credit carryforwards of $ 38.3 million.

At December 31, 2022, we had research and development and other tax credit carryforwards of $ 12.4 million.

These carry forwards are subject to an uncertain tax position reserve of $ 2.9 million.

These credits can be used to reduce future federal and state income tax liabilities and expire principally between 2023 and 2035.

A provision of the Tax Cuts and Jobs Act (“TCJA”) took effect in 2022, creating a significant change to our treatment of research and experimental expenditures.

Historically, businesses had the option of deducting R&D expenses in the year incurred or capitalizing and amortizing the costs over five years.

The new TCJA provision eliminates this option and requires R&D expenses associated with research conducted in the U.S.

to be capitalized and amortized over a five-year period.

For expenses associated with research outside of the United States, R&D expenses are capitalized and amortized over a 15-year period.

The Company has included the tax impact of capitalizing and amortizing these costs over the required periods in their tax provision for the year ended December 31, 2022.

We consider the undistributed earnings of our foreign subsidiaries as of December 31, 2022 to be indefinitely reinvested and, accordingly, no U.S.

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We believe that we have appropriate support for the income tax positions taken and to be taken on our tax returns and that our accruals for tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter.

At December 31, 2021, we had unrecognized tax benefits related to uncertain tax positions of approximately $ 10.0 million, all of which reduced the Company’s deferred tax assets and the offsetting valuation allowance.

At December 31, 2022, we had unrecognized tax benefits related to uncertain tax positions of $ 10.4 million, $ 7.2 million of which is recorded as a long-term liability, and the remainder of which reduced the Company’s state deferred tax assets and the offsetting valuation allowance.

We recognized $ 1.8 million in interest and penalty expenses for the year ended December 31, 2022 relating to these uncertain tax positions.

These unrecognized tax benefits, if recognized, would reduce the effective tax rate and also reverse associated accrued interest and penalty expenses.

A reconciliation of the beginning and ending balance of unrecognized tax benefits are as follows:

2 unchanged sentences

Balance at beginning of year

(Decrease) / increase in unrecognized tax benefits as a result of tax positions taken during a prior period

Decrease in unrecognized tax benefits as a result of tax positions taken during a prior period

Decreases in unrecognized tax benefits related to settlements with tax authorities

Reductions to unrecognized tax benefits as a result of a lapse of the applicable statute of limitation

4 unchanged sentences

Balance at end of year

As of December 31, 2021, we had $ 10.0 million of unrecognized tax benefits which, if recognized would reduce the effective tax rate.

Schedule II—Valuation and Qualifying Accounts

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Axcelis Technologies, Inc.

2012 Equity Incentive Plan, as approved by stockholders on May 14, 2019.

Incorporated by reference to Exhibit 10.1 of the Company’s Form S-8 registration statement filed with the Commission on May 21, 2019.

2012 Equity Incentive Plan, as approved by stockholders on May 14, 2019 and as amended by the Board of Directors on August 11, 2022.

Incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the quarter ended September 30, 2022 filed with the Commission on November 3, 2022 .

Axcelis Management Incentive Plan, as amended and restated by the Compensation Committee of the Board of Directors on February 11, 2010.

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2022 Amended and Restated Employment Agreement between the Company and Mary G.

Puma dated November 6, 2007.

Incorporated by reference to Exhibit 10.3 of the Company’s report on Form 10-Q for the quarter ended September 30, 2007 filed with the Commission on November 8, 2007.

Puma dated May 24, 2022.

Incorporated by reference to Exhibit 10.1 of the Company’s report on Form 10-Q for the quarter ended June 30, 2022 filed with the Commission on August 4, 2022 .

Form of Amended and Restated Executive Separation Pay Agreement between the Company and Kevin J.

Brewer, William Bintz, John E.

Aldeborgh, Russell Low, Lynnette C.

Fallon and Douglas Lawson dated May 15, 2019.

Brewer, Russell Low, Lynnette C.

Fallon, Greg Redinbo and Douglas Lawson dated May 15, 2019.

Incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q for the quarter ended June 30, 2019 filed with the Commission on August 7, 2019 .

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Incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q for the quarter ended September 30, 2020 filed with the Commission on November 6, 2020.

Executive Compensation Clawback Policy, as adopted by the Board of Directors on November 13, 2014.

Filed herewith .

Ethical Business Conduct at Axcelis, revised through January 2003.

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February 24, 2023

/s/ T zu-Yin Chiu

February 24, 2023

1 unchanged sentence

February 24, 2023

/s/ Arthur L.

February 25, 2022

/s/ Joseph P.

1 unchanged sentence

February 24, 2023

/s/ Jeanne Quirk

February 24, 2023

/s/ Thomas St.

3 unchanged sentences

Jorge Titinger

February 25, 2022

/s/ Dipti Vachani

February 24, 2023

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures