**Exhibit 10.1**

 

**EMPLOYMENT AGREEMENT**

** **

This Agreement is entered into by and between AugustTechnology Corporation (“August Technology ” or the “Company”), a Minnesotacorporation, with its principal place of business at 4900 West 78thStreet, Bloomington, Minnesota 55435, and Lynn Davis of 6405 Harold Woods Lane,Edina, MN 55436 (“Employee”).

 

**WHEREAS**, Employee desires employment with AugustTechnology or has been employed with August Technology and wishes to continueemployment under the terms and conditions set forth in this Agreement;

 

**WHEREAS**, Employee acknowledges and agrees thathe has and will continue to have access to confidential, proprietary and tradesecret information in the course of his/her employment and continued employmentwith August Technology, the unauthorized use or disclosure of which would causeirreparable harm to August Technology;

 

**WHEREAS**, August Technology and Employee wish toset forth the terms of their agreement in writing;

 

**NOW, THEREFORE,**in consideration of the foregoing and themutual covenants contained herein and for other good and valuable considerationthe receipt and sufficiency of which is specifically acknowledged by theparties, August Technology and Employee agree as follows:

 

**1.             Employment.**  AugustTechnology agrees to employ or continue to employ Employee, effective March 30,2005, and Employee accepts employment or continued employment, upon the termsand conditions set forth in this Agreement.

 

**2.**             **Term of Employment. **August Technology shall continue toemploy Employee for an indefinite duration until his/her employment isterminated in accordance with Paragraph 8 of this Agreement.

 

**3.**             **Duties and Responsibilities. **Employee shall devote his/her time,attention and best efforts to the duties and responsibilities of his/herposition, and to the business and affairs of August Technology.  Employee’s title shall be as set forth inExhibit A as “Employee’s Title”, reporting to the person or office as set forthin Exhibit A as “Manager”.  Employeeshall perform all duties and responsibilities of the position he/she holds withAugust Technology as those duties and responsibilities may change from time totime.  Employee shall comply with AugustTechnology’s standards, policies and procedures in effect and as they maychange from time to time; provided that to the extent such policies andprocedures are inconsistent with this Agreement, the provisions of thisAgreement shall control.

 

**4.             Compensation.**  AugustTechnology shall pay Employee a gross annual salary as set forth in Exhibit Aas “Base Salary”, less appropriate payroll deductions.  Employee may also receive incentivecompensation in accordance with the Annual Incentive Plan, as issued and as maychange from time to time by the Company, or any other similar plan authorizedby the Board of Directors.  Employee’scompensation may be periodically increased or adjusted as authorized by

 

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the Board of Directors in the case of the Chief Executive Officer, or,in the case of all others, as recommended by the Chief Executive Officer andapproved by the Board of Directors.

 

**5.**             **Business Expenses****.**  August Technology will, in accordance withits policies and practices as such may change from time to time, reimburseEmployee for all ordinary and necessary business expenses after receipt ofappropriate documentation of such expenses.

 

**6.             Benefits.**  Employee shallbe entitled to insurance and other benefits provided to key managementemployees in accordance with applicable plan documents and commensurate withvice president and higher positions within the Company.  Benefits provided to employees are subject tochange in the discretion of August Technology.

 

**7.             Stock Options. **At the discretion of August Technology, Employee may be granted stockoptions from time to time, which options shall be subject to the terms andconditions of the August Technology Corporation 1997 Stock Incentive Plan, asamended from time to time, or any successor plan, and the related stock optionagreements.  Further, Employee shall beeligible to participate in the August Technology Corporation 2000 EmployeeStock Purchase Plan, as amended from time to time, or any successor plan,subject to the terms and conditions contained therein.

 

**8.****             Termination.** Employee’s employment under this Agreement may be terminated:

 

(a)           Atany time upon mutual written agreement of the parties;

 

(b)                                 By either Employee or August Technologyat any time, with or without cause, upon thirty (30) days’ written notice tothe other;

 

(c)                                  By August Technology immediately uponnotice to Employee for cause which shall be defined as:

 

(i)                                     Employee’s material failure or neglect,or refusal to perform, the duties and responsibilities of his/her positionand/or the reasonable direction of the Board of Directors or his/her superiors;

 

(ii)                                  Commission by Employee of any willful,intentional or negligent act that has the effect of injuring the reputation,business or performance of August Technology;

 

(iii)          Employee’sconviction of a crime, or commission

of any act involving moral turpitude;

 

(iv)                              Any material default or nonperformance ofthe terms of this Agreement, or any violation of 

 

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                                                Paragraphs 10, 11, 12, 14 and/or 15 ofthis Employment Agreement; or

 

(d)                                 Employee’s employment will terminate immediatelyupon his/her death.

 

Upon Employee’s resignation or termination under thisParagraph 8 for any reason, August Technology shall pay Employee his/her BaseSalary through the Employee’s last date of employment, and any accrued andunused vacation or other paid time off through the Employee’s last date ofemployment.  Employee’s entitlement toany vested pension, profit sharing or other benefits shall be governed byapplicable plan documents.  In the eventEmployee’s employment is terminated either by Employee or August Technologyunder Paragraph 8 (b), August Technology may elect, in its sole discretion, topay Employee his/her salary for the thirty (30) day notice period in lieu ofEmployee’s continued performance of duties during the notice period.  In the event Employee is terminated by AugustTechnology in accordance with Paragraph 8 (b), August Technology shall, inaddition to the above, pay Employee a severance at his/her then current BaseSalary rate for the time period as set forth in Exhibit A as “Severance Period”,to be paid according to the normal payroll schedule, directly following thethirty (30) day notice period, and August Technology shall, if the Employeeelects to continue group health or other group benefits as allowed by COBRA, makethe COBRA payments for the  SeverancePeriod.  Employee shall not be entitledto any further or other payments or benefits of any kind upon the Employee’stermination or resignation under this Paragraph 8.  In the event, Employee is entitled to Change inControl benefits as set forth in Paragraph 9, Employee shall not be entitled toany severance or notice rights under this Paragraph 8.

 

**9.             Change in Control.**  If, within 12months following a Change in Control (as defined below), Employee’s employmentis terminated (as defined below), then:

 

(a)                                  **Base Salary**.Employee shall be paid his/her last BaseSalary on a regular payroll cycle as of the effective date for the time periodas set forth in Exhibit A as “Change In Control Severance Period” from the effectivedate of such termination;

 

(b)                                 **COBRA Payments.** For the same Change In Control SeverancePeriod from the effective date of such termination as set forth in Paragraph9(b), the Company shall, if Employee elects to continue group health or othergroup benefits as allowed under COBRA, make the COBRA payments for the ChangeIn Control Severance Period;

 

 

(c)                                  **Option Acceleration**. The right to exercise all unexpired andnon-vested stock options in favor of Employee shall immediately vest andaccelerate; and

 

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(d)                                 **Limitation on Change ofControl Payments**.  Employee shall not be entitled to receive anyChange of Control Action, as defined below, which would constitute an “excessparachute payment” for purposes of Code Section 280G, or any successorprovision, and the regulations thereunder. In the event any Change of Control Action payable to Employee wouldconstitute an “excess parachute payment,” then the acceleration of theexercisability of such stock options and the payments to such Participantpursuant to this Paragraph 9 shall be reduced to the largest extent or amountas will result in no portion of such payments being subject to the excise taximposed by Section 4999 of the Code.  Forpurposes of this Paragraph 9, a “Change of Control Action” shall mean anypayment, benefit or transfer of property in the nature of compensation paid toor for the benefit of Employee under any arrangement which is consideredcontingent on a Change of Control for purposes of Code Section 280G, including,without limitation, any and all salary, bonus, incentive, restricted stock,stock option, compensation or benefit plans, programs or other arrangements,and shall include benefits payable under this Agreement.

 

(e)                                  **Change of Control**. For purposes of this Agreement, “Change of Control” shall mean any ofthe following events occurring after the date of this Agreement:

 

(1)                                  A merger or consolidation to which theCompany is a party, an acquisition by the Company involving the issuance of theCompany’s securities as consideration for the acquired business, or anycombination of fully closed and completed mergers, consolidations oracquisitions during any consecutive twenty-four (24) month period, if theindividuals and entities who were shareholders of the Company immediately priorto the effective date of such merger, consolidation, or acquisition (or priorto the effective date of the first of a combination of such transactions) have,immediately following the effective date of such merger, consolidation oracquisition (or following the effective date of the last of a combination ofsuch transactions), beneficial ownership (as defined in Rule 13d-3 underthe Securities Exchange Act of 1934) of less than fifty percent (50%) of the totalcombined voting power of all classes of securities issued by the survivingcorporation for the election of directors of the surviving corporation;

 

(2)                                  The acquisition of direct or indirectbeneficial ownership (as defined in Rule 13d-3 under the Securities ExchangeAct of 1934) of securities of the Company by any person or entity or by a groupof associated persons or entities acting in concert in one or a series oftransactions, which causes the aggregate beneficial ownership of such

 

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                                                person, entity or group to equal orexceed twenty percent (20%) or more of the total combined voting power of allclasses of the Company’s then issued and outstanding securities;

 

(3)                                  The sale of the properties and assets ofthe Company substantially as an entirety, to any person or entity which is nota wholly-owned subsidiary of the Company;

 

(4)                                  The stockholders of the Company approveany plan or proposal for the liquidation of the Company; or

 

(5)                                  A change in the composition of the Boardof the Company at any time during any consecutive twenty-four (24) monthperiod such that the “Continuity Directors” no longer constitute at least aseventy percent (70%) majority of the Board. For purposes of this event, “ContinuityDirectors” means (i) those members of the Board who were directors at thebeginning of such consecutive twenty-four (24) month period or at thedate of this Agreement if this Agreement was entered into less than twenty-fourmonths prior to the change in composition of the Board; and (ii) any newdirector whose election to the Board of Directors or nominations for electionto the Board of Directors was approved by a vote of at least two-thirds (2/3)of the directors identified in the immediately preceding clause (i).

 

(6)                                  The Company enters into a letter ofintent, an agreement in principle or a definitive agreement relating to anevent described in Paragraph 9(e)(1), 9(e)(2), 9(e)(3), 9(e)(4), or 9(e)(5)that ultimately results in such a Change of Control, or a tender or exchangeoffer or proxy contest is commenced that ultimately results in an eventdescribed in Paragraph 9(e)(2) or 9(e)(5).

 

(f)                                    **Termination**.  For purposes of this Paragraph 9, “Termination”shall mean any of the following events occurring within 12 months after aChange of Control:

 

(1)                                  The termination ofEmployee’s employment by the Company for any reason, with or without cause,except for termination resulting from conduct by Employee constituting (a) afelony involving moral turpitude under either federal law or the law of theState of Minnesota, or (b) Employee’s willful failure to fulfill his/heremployment duties with the Company; provided, however, that for purposes ofthis clause (c), an act or failure to act by Employee shall not be “willful”unless it is done, or omitted to be done, in bad faith

 

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                                                and without anyreasonable belief that Employee’s action or omission were in the best interestsof the Company; or

 

(2)                                  The termination of employmentwith the Company by Employee for Good Reason. Such termination shall be accomplished by, and effective upon, Employeegiving written notice to Company of his/her decision to terminate.  “Good Reason” shall mean a good faithdetermination by Employee, in Employee’s sole and absolute judgment, that anyone or more of the following events has occurred, at any time during the termof this Agreement or after a Change of Control; provided, however, that suchevent shall not constitute “Good Reason” if Employee has expressly consented tosuch event in writing or if Employee fails to provide written notice of his/herdecision to terminate within sixty (60) days of the occurrence of such event:

 

(a)                                  A material changein Employee’s reporting responsibilities, titles or offices, or any removal ofEmployee from or any failure to re-elect Employee to any of such positions,which has the effect of materially diminishing Employee’s responsibility orauthority;

 

(b)                                 A reduction by theCompany in Employee’s base salary (as increased from time to time);

 

(c)                                  A requirementimposed by the Company on Employee that results in Employee being based at alocation that is outside of a twenty-five (25) mile radius of Employee’s priorjob location;

 

(d)                                 Without theadoption of a replacement plan, program or arrangement that provides benefitsto Employee that are equal to or greater than those benefits that arediscontinued or adversely affected:

 

i.                                          A failure by theCompany to continue in effect, within its maximum stated term, any pension,bonus, incentive, stock ownership, stock purchase, stock option, lifeinsurance, health, accident, disability, or any other employee compensation orbenefit plan, program or arrangement, in which Employee is or has beenparticipating;

 

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ii.                                       The taking of anyaction by the Company that would adversely affect Employee’s participation ormaterially reduce Employee’s benefits under any of such plans, programs orarrangements; or

 

(e)                                  Any action by theCompany that would materially adversely affect the physical conditions in orunder which Employee performs his/her employment duties; or

 

(f)                                    Any material breachby the Company of this Employment Agreement between Employee and the Company.

 

Terminationfor “Good Reason” shall not include Employee’s death or a termination for anyreason other than the events specified in clauses (a) through (f) above.

 

**10.          Confidential Information.** During the term of this Agreement and at all times thereafter, Employeeshall not directly or indirectly use or disclose any trade secret, proprietaryor confidential information of August Technology or any subsidiary for thebenefit of any person or entity other than August Technology or any subsidiarywithout prior written approval of August Technology’s Board of Directors.  For purposes of this Agreement, in additionto all materials and information protected by applicable statute or law, theparties acknowledge that confidential information shall include any information,whether in print, on computer disc or tape or otherwise, which is not publicinformation and which relates to August Technology or any subsidiary, or AugustTechnology’s or any subsidiary’s existing or reasonably foreseeable business,including but not limited to information relating to research, development,technology, manufacturing processes, purchasing and sales, information relatingto sales and other financial strategies, plans and/or goals, informationrelating to proprietary rights and data, ideas, know-how, and/or trade secrets,information regarding the identity and/or needs of clients or customers, clientor customer lists and other client or customer information, informationregarding active and inactive accounts of August Technology or any subsidiary,and information relating to August Technology’s or any subsidiary’s methods ofoperation.

 

**11.          Noncompetition Obligations.** As a condition to and in consideration of his/her employment andcontinued employment, and in exchange for the severance and Change of Controlprovisions as set forth in Paragraphs 8 and 9 of this Employment Agreement, andthe mutual covenants herein, Employee agrees that, during his/her employmentand for a period of one (1) year following his/her voluntary or involuntaryresignation or termination for any reason, the Employee will not, on behalf ofhimself/herself or any other person or entity:

 

(a)                                  Directly orindirectly solicit, on Employee’s own behalf, or on behalf of another, any ofAugust Technology’s or any subsidiary’s customers or potential customers withwhom Employee or Employee’s supervisees had contact, either directly orindirectly, within the twelve months immediately

 

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                                                preceding Employee’sresignation or termination of employment, for the purpose of providing,selling, or attempting to sell any products or services competing with thoseprovided or sold by August Technology or any subsidiary, or clearlycontemplated thereby due to research, development, engineering, applications,licensing, or other like projects in process, at the time of resignation ortermination; or

 

(b)                                 hire or attempt to hire, or influence orsolicit, or attempt to influence or solicit, either directly or indirectly, anyemployee of August Technology or any subsidiary to leave or terminate his/heror her employment, or to work for any other person or entity.

 

**12.**          **Work Product and Inventions**.  August Technology shall be entitled to all ofthe benefits, profits, results and work product arising from or incident to allwork, services, advice and activities of Employee, including without limitationall rights in inventions (as set forth below), trademark or trade namecreations, and copyrightable materials. Employee shall not, during the term of his/her employment by AugustTechnology, be interested, directly or indirectly, in any manner, including,but not limited to, as partner, officer, advisor, or in any other capacity inany other business similar to, or in competition with, August Technology’s orany subsidiary’s business.

 

Employee agrees to communicate promptly and fully toAugust Technology all inventions, discoveries, improvements or designsconceived or reduced to practice by Employee during the period of his/heremployment with August Technology (alone or jointly with others), and, exceptas provided in this Paragraph 12, Employee will and hereby does assign toAugust Technology and/or its nominees all of the Employee’s right, title andinterest in such inventions, discoveries, improvements or designs and all ofhis/her right, title and interest in any patents, patent applications orcopyrights based thereon without obligation on the part of August Technology orany subsidiary to make any further compensation, royalty or payment to Employee.  Employee further agrees to assist AugustTechnology and/or its nominee (without charge but at no expense to Employee) atany time and in every proper way to obtain and maintain for its and/or theirown benefit, patents for all such inventions, discoveries and improvements andcopyrights for all such designs.

 

This Agreement does not obligate Employee to assign toAugust Technology any invention, discovery, improvement or design for which noequipment, supplies, facility or trade secret information of August Technologyor any subsidiary was used and which was developed entirely on Employee’s owntime, and (1) which does not relate (a) directly to the business of AugustTechnology or any subsidiary, or (b) to August Technology’s or any subsidiary’sactual or demonstrably anticipated research or development, or (2) which doesnot result from any work performed by Employee for August Technology or anysubsidiary.

 

**13.          Exempt Inventions.** Identifiedunder Exempt Inventions in Exhibit A by descriptive title are all of theInventions, if any, in which Employee possesses any right, title or interestprior to Employee’s employment with August Technology or execution of thisEmployment Agreement which are not subject to the terms hereof.

 

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**14.          Copyrights. **Employee acknowledges that any documents,drawings, computer software or other work of authorship prepared by Employeewithin the scope of his/her employment is a “work made for hire” under U.S.copyright laws and that, accordingly, August Technology exclusively owns allcopyright rights in such works of authorship. For purposes of this paragraph, “scope of employment” means that thework of authorship (a) relates to any subject matter pertaining to his/heremployment, (b) relates to or is directly or indirectly connected with theexisting or reasonably foreseeable business, products, projects or confidentialinformation of August Technology or any subsidiary, or (c) involves the use ofany time, material or facility of August Technology or any subsidiary.

 

**15.          Return of Property. **Employeeshall, immediately upon his/her involuntary or voluntary resignation ortermination from employment for any reason, deliver to August Technology alldocuments and other items, whether on computer disc or tape or otherwise,including all copies thereof, belonging to August Technology or any subsidiaryor in any way related to the business of August Technology or any subsidiary orthe services Employee performed for August Technology or any subsidiary,including but not limited to any documents or items containing trade secret,proprietary, or confidential information, documents in any way relating to anyinventions or copyrights, client or customer information, information relatingto August Technology’s or any subsidiary’s processes or procedures and anyother materials or documents of any sort relating to August Technology or anysubsidiary.  Employee shall not retainany copies or summaries of any kind of documents and materials covered by thisParagraph 15.

 

**16.          Remedy upon Violation.** Employee and August Technology agree that a breach or threatened breachof Paragraphs 10, 11, 12, 14 or 15 would cause irreparable harm to AugustTechnology and/or its subsidiaries, and that monetary damages alone would notbe an adequate remedy.  Employee agreesthat August Technology and any subsidiary shall be entitled, in addition to anyother remedy it may have at law or in equity, to an injunction, without theposting of a bond if allowed by applicable law or with the posting of a minimalbond if required, enjoining or restraining Employee from any violation orviolations or threatened violation or violations of Paragraphs 10, 11, 12, 14and 15, and/or for specific performance of duties and obligations under suchparagraphs, and Employee hereby consents to the issuance of suchinjunction.  If any rights orrestrictions contained in Paragraphs 10, 11, 12, 14 and 15 shall be deemed tobe unenforceable by reason of the extent, duration or geographic scope, orother provision thereof, the parties contemplate that the Court shall reducesuch extent, duration or geographic scope or other provision and enforceParagraphs 10, 11, 12, 14 and 15 in their reduced form for all purposes in themanner contemplated by such Paragraphs.

 

**17.**          **Other Agreements.**  By Employee’s signature to this Agreement,Employee warrants that he/she is not subject to any employment, noncompetition,confidentiality, inventions or other obligations or agreements which wouldprevent or restrict the Employee in any way from accepting employment withAugust Technology and fully performing his/her duties and responsibilities asdescribed in this Agreement.  Employee,by his/her signature to this Agreement, further warrants that he/she has not takenand will not take any trade secret, proprietary or

 

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confidential information of any former employer, and will not use ordisclose any such information to anyone in the performance of duties and responsibilitiesunder this Agreement.

 

**18.**          **Successors and Assigns. **This Agreement shall inure to the benefitof and be binding upon the successors and assigns of August Technology.

 

**19.          Notices.**  All noticesand other communications to be given under this Agreement shall be in writingand shall be deemed to be given when delivered personally, or when mailed byregistered or certified mail, addressed to the party to whom such notice isintended to be given, at the last known address for that party or at such otheraddress as the party may specify by written notice.

 

(a)           Inthe case of August Technology, the notice shall be provided to:

 

General Counsel

August Technology Corporation

4900 West 78th Street

Bloomington, MN 55435

 

(b)                                 In the case of Employee, the notice shallbe provided to:

 

Lynn Davis

6405 Harold Woods Lane

Edina, MN 55436

 

Either party may, by written notice hereunder,designate a change of address.  Anynotice, if mailed properly addressed, postage prepaid, registered or certifiedmail, shall be deemed dispatched on the registered date or that stamped on thecertified mail receipt, and shall be deemed received within the fifth businessday thereafter, or when it is actually received, whichever is sooner.

 

**20.**          **Survival of Provisions. **Employee acknowledges and agrees that therestrictions and obligations set forth in Paragraphs 10, 11, 12, 13, 14, 15 and16 of this Agreement are reasonable, shall survive his/her resignation from orthe termination of his/her employment, and shall apply to him/her whetherhis/her resignation or termination from employment is voluntary or involuntaryand regardless of the reason for such resignation or termination.

 

**21.          Nonwaivers.** No failure on the part of either party to exercise, and no delay inexercising, any right or remedy hereunder shall operate as a waiver thereof,nor shall any single or partial exercise of any right or remedy hereunderpreclude any other or further exercise thereof or the exercise of any right orremedy granted hereby or by any related document or by law.

 

**22.          Governing Law.**  This Agreementshall be construed and interpreted according to the laws of the State ofMinnesota, without reference to its conflict of laws provisions.

 

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**23.          Paragraph Headings.**  Paragraphheadings are included in this Agreement for convenience of reference only, andare not intended to be full or accurate descriptions of the contents hereof.

 

**24.          Counterparts.** This Agreementmay be executed in two (2) or more counterparts, each of which shall be deemedan original, but all of which shall constitute one (1) and the same instrument.

 

**25.          Entire Agreement.**  This Agreementstates the entire Agreement of the parties on the subjects set forth herein,and merges and supersedes all prior agreements and understandings between theparties.  No modification, termination,or attempted waiver of any provision of this Agreement will be valid unless itis made in writing and signed by the party against whom the same is sought tobe enforced, and is specifically identified as a modification, termination,release, waiver or discharge of this Agreement. If any term, clause or provision of this Agreement shall for any reasonbe adjudged invalid, unenforceable or void, the same shall not impair orinvalidate any of the other provisions contained herein, all of which shall beperformed in accordance with their respective terms.

 
| ** **            | **AUGUST TECHNOLOGY CORPORATION** | ** **        |
|-----------------------|-----------------------------------|-------------------|
| ** **            | ** **                        | ** **        | ** ** |
| ** **            | ** **                        | ** **        | ** ** |
| Dated: March 24, 2005 | By                           | /s/ David Klenk   |   |
|                  |                              | Its President     |   |
|                  |                              |              |   |
| Dated: March 23, 2005 | By                           | /s/ Lynn J. Davis |   |
|                  |                              | **Employee**      |   |

 

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##### EXHIBITA

 

 
| Employee’s Name               | =                       | Lynn Davis                                                                      |
|------------------------------------|-------------------------|---------------------------------------------------------------------------------|
|                               |                    |                                                                            |
| Employee’s Title              | =                       | President and Chief Operating Officer                                           |
|                               |                    |                                                                            |
| Manager                            | =                       | Jeff O’Dell                                                                |
|                               |                    |                                                                            |
| Base Salary                        | =                       | $300,000                                                                        |
|                               |                    |                                                                            |
| Severance Period                   | =                       | 12 MONTHS                                                                       |
|                               |                    |                                                                            |
| Change In Control Severance Period | =                       | 9 MONTHS (if termination takes place during the  first 12 months of employment) |
|                               | =                       | 18 MONTHS (if termination takes place after first 12  months of employment)     |
|                               |                    |                                                                            |
| Exempted Inventions                | =                       |                                                                            |   |
|                               |                    |                                                                            |   |
|                               |                    |                                                                            |   |
|                               |                    |                                                                            |   |
|                               |                    |                                                                            |
| Initials of approval:              | AUGUST TECHNOLOGY CORP. | /s/ DK                                                                          |   |
|                               |                    |                                                                            |
|                               | EMPLOYEE                | /s/ LJD                                                                         |   |
|                                    |                         |                                                                                 |  |  |  |  |

 

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