For Corporate Officers and Director-level Employees
Ultratech, Inc.

Corporate officers and director-level employees have a special role to adhere to ethical conduct and integrity generally, and to promote accurate, fair and timely reporting of our company's financial results and condition and other information we release to the public market and include in reports we file with the SEC. Because of this special role, the Corporate Officers and director-level employees are bound by the following Code of Ethics, under which each agrees that he or she shall:

• Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships, including disclosure to the Chairperson of the Audit Committee of any material transaction or relationship that reasonably could be expected to give rise to such a conflict.
• Provide information within the scope of his or her duties in a manner which promotes full, fair, accurate, timely and understandable disclosure in reports and documents that the company files with, or submits to, government agencies and in the company’s other public communications.
• Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.
• Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one's independent judgment to be subordinated.
• Respect the confidentiality of information acquired in the course of one's work except when authorized or otherwise legally obligated to disclose it, and not use confidential information acquired in the course of one's work for personal advantage.
• Proactively promote and be an example of ethical behavior.
• Achieve responsible use of and control over all assets and resources employed or entrusted to him or her.
• Promptly report to the Chairperson of the Audit Committee any conduct that the individual believes to be or would give rise to a violation of law or business ethics or of any provision of this Code of Ethics or the Company’s general Code of Conduct.

It is against the Company’s policy to retaliate against any employee for good faith reporting of violations of this Code. Violations of this Code of Ethics, including failures to report potential violations by others, will be viewed as a severe disciplinary matter that may result in personnel action, including termination of employment.

If you believe that a violation of the Code of Ethics has occurred, please communicate the issue through the Company’s EthicsPoint program. An independent company maintains this program/web-site. There is a link to this website on the Company’s Intranet site. You may also directly contact the Audit Committee of the Board of Directors.