**Exhibit10.2**

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**EMPLOYMENTAGREEMENT**

 

This Agreement is enteredinto by and between August Technology Corporation (“August Technology ” or the“Company”), a Minnesota corporation, with its principal place of business at4900 West 78th Street, Bloomington, Minnesota 55435, and ArdelleJohnson (“Employee”).

 

**WHEREAS**, Employeedesires employment with August Technology or has been employed with AugustTechnology and wishes to continue employment under the terms and conditions setforth in this Agreement;

 

**WHEREAS**, Employeeacknowledges and agrees that he has and will continue to have access toconfidential, proprietary and trade secret information in the course of his/heremployment and continued employment with August Technology, the unauthorizeduse or disclosure of which would cause irreparable harm to August Technology;

 

**WHEREAS**, AugustTechnology and Employee wish to set forth the terms of their agreement inwriting;

 

**NOW, THEREFORE,**inconsideration of the foregoing and the mutual covenants contained herein andfor other good and valuable consideration the receipt and sufficiency of whichis specifically acknowledged by the parties, August Technology and Employeeagree as follows:

 

**1.****                                      Employment.**  August Technology agrees to employ orcontinue to employ Employee, effective August 18, 2003, and Employee acceptsemployment or continued employment, upon the terms and conditions set forth inthis Agreement.

 

**2.**                                      **Term ofEmployment. **AugustTechnology shall continue to employ Employee for an indefinite duration untilhis/her employment is terminated in accordance with Paragraph 8 of thisAgreement.

 

**3.**                                      **Dutiesand Responsibilities. **Employeeshall devote his/her time, attention and best efforts to the duties andresponsibilities of his/her position, and to the business and affairs of AugustTechnology.  Employee’s title shall beas set forth in Exhibit A as “Employee’s Title”, reporting to the person oroffice as set forth in Exhibit A as “Manager”. Employee shall perform all duties and responsibilities of the positionhe/she holds with August Technology as those duties and responsibilities maychange from time to time.  Employeeshall comply with August Technology’s standards, policies and procedures ineffect and as they may change from time to time; provided that to the extentsuch policies and procedures are inconsistent with this Agreement, theprovisions of this Agreement shall control.

 

**4.****                                      Compensation.**  August Technology shall pay Employee a grossannual salary as set forth in Exhibit A as “Base Salary”, less appropriatepayroll deductions.  Employee may alsoreceive incentive compensation in accordance with the Annual Incentive Plan, asissued and as may change from time to time by the Company, or any other similarplan authorized by the Board of Directors. Employee’s compensation may be periodically increased or adjusted asauthorized by the Board of Directors in the case of the Chief ExecutiveOfficer, or, in the case of all others, as recommended by the Chief ExecutiveOfficer and approved by the Board of Directors.

 

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**5.**                                      **BusinessExpenses.**  AugustTechnology will, in accordance with its policies and practices as such maychange from time to time, reimburse Employee for all ordinary and necessarybusiness expenses after receipt of appropriate documentation of such expenses.

 

**6.****                                      Benefits.**  Employee shall be entitled to insurance andother benefits provided to key management employees in accordance withapplicable plan documents and commensurate with vice president and higherpositions within the Company.  Benefitsprovided to employees are subject to change in the discretion of AugustTechnology.

 

**7.****                                      StockOptions. **At the discretion of August Technology,Employee may be granted stock options from time to time, which options shall besubject to the terms and conditions of the August Technology Corporation 1997Stock Option Plan, as amended from time to time, or any successor plan, and therelated stock option agreements. Further, Employee shall be eligible to participate in the AugustTechnology Corporation 2000 Employee Stock Purchase Plan, as amended from timeto time, or any successor plan, subject to the terms and conditions containedtherein.

 

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

 

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

 

(b)                                 Byeither Employee or August Technology at any time, with or without cause, uponthirty (30) days’ written notice to the other;

 

(c)                                  ByAugust Technology immediately upon notice to Employee for cause which shall bedefined as:

 

(i)                                     Employee’smaterial failure or neglect, or refusal to perform, the duties andresponsibilities of his/her position and/or the reasonable direction of theBoard of Directors or his/her superiors;

 

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

 

(iii)                               Employee’sconviction of a crime, or commission of any act involving moral turpitude;

 

(iv)                              Anymaterial default or nonperformance of the terms of this Agreement, or anyviolation of Paragraphs 10, 11, 12, 14 and/or 15 of this Employment Agreement;or

 

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(d)                                 Employee’semployment will terminate immediately upon his/her death.

 

Upon Employee’sresignation or termination under this Paragraph 8 for any reason, AugustTechnology shall pay Employee his/her Base Salary through the Employee’s lastdate of employment, and any accrued and unused vacation or other paid time offthrough the Employee’s last date of employment.  Employee’s entitlement to any vested pension, profit sharing orother benefits shall be governed by applicable plan documents.  In the event Employee’s employment isterminated either by Employee or August Technology under Paragraph 8 (b),August Technology may elect, in its sole discretion, to pay Employee his/hersalary for the thirty (30) day notice period in lieu of Employee’s continuedperformance of duties during the notice period.  In the event Employee is terminated by August Technology inaccordance with Paragraph 8 (b), August Technology shall, in addition to theabove, pay Employee a severance at his/her then current Base Salary rate forthe time period as set forth in Exhibit A as “Severance Period”, to be paid accordingto the normal payroll schedule, directly following the thirty (30) day noticeperiod, and August Technology shall, if the Employee elects to continue grouphealth or other group benefits as allowed by COBRA, make the COBRA payments forthe Severance Period.  Employee shallnot be entitled to any further or other payments or benefits of any kind uponthe Employee’s termination or resignation under this Paragraph 8.  In the event, Employee is entitled to Changein Control benefits as set forth in Paragraph 9, Employee shall not be entitledto any severance or notice rights under this Paragraph 8.

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**9.****                                      Changein Control.**  If, within eighteen(18) months following a Change in Control (as defined below), Employee’semployment is terminated (as defined below), then:

 

(a)                                  Employeeshall be paid his/her last Base Salary on a regular payroll cycle as of theeffective date for the time period as set forth in Exhibit A as “Change InControl Severance Period” from the effective date of such termination;

 

(b)                                 Forthe same Change In Control Severance Period from the effective date of suchtermination as set forth in Paragraph 9(b), the Company shall, if Employeeelects to continue group health or other group benefits as allowed under COBRA,make the COBRA payments for the Change In Control Severance Period;

 

(c)                                  Theright to exercise all unexpired and non-vested stock options in favor ofEmployee shall immediately vest and accelerate; and

 

(d)                                 **Limitationon Change of Control Payments**. Employee shall not be entitled to receive any Change of Control Action,as defined below, which would constitute an “excess parachute payment” forpurposes of Code Section 280G, or any successor provision, and the regulationsthereunder.  In the event any Change ofControl Action payable to Employee would constitute an “excess parachutepayment,” then the acceleration of the

 

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exercisability of suchstock options and the payments to such Participant pursuant to this Paragraph 9shall be reduced to the largest extent or amount as will result in no portionof such payments being subject to the excise tax imposed by Section 4999 of theCode.  For purposes of this Paragraph 9,a “Change of Control Action” shall mean any payment, benefit or transfer ofproperty in the nature of compensation paid to or for the benefit of Employeeunder any arrangement which is considered contingent on a Change of Control forpurposes of Code Section 280G, including, without limitation, any and allsalary, bonus, incentive, restricted stock, stock option, compensation orbenefit plans, programs or other arrangements, and shall include benefitspayable under this Agreement.

 

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

 

(1)                                  Amerger or consolidation to which the Company is a party, an acquisition by theCompany involving the issuance of the Company’s securities as consideration forthe acquired business, or any combination of fully closed and completedmergers, consolidations or acquisitions during any consecutive twenty-four (24)month period, if the individuals and entities who were shareholders of theCompany immediately prior to the effective date of such merger, consolidation,or acquisition (or prior to the effective date of the first of a combination ofsuch transactions) have, immediately following the effective date of suchmerger, consolidation or acquisition (or following the effective date of thelast of a combination of such transactions), beneficial ownership (as definedin Rule 13d-3 under the Securities Exchange Act of 1934) of less than fiftypercent (50%) of the total combined voting power of all classes of securitiesissued by the surviving corporation for the election of directors of thesurviving corporation;

 

(2)                                  Theacquisition of direct or indirect beneficial ownership (as defined in Rule13d-3 under the Securities Exchange Act of 1934) of securities of the Companyby any person or entity or by a group of associated persons or entities actingin concert in one or a series of transactions, which causes the aggregatebeneficial ownership of such person, entity or group to equal or exceed +twentypercent (20%) or more of the total combined voting power of all classes of theCompany’s then issued and outstanding securities;

 

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(3)                                  Thesale of the properties and assets of the Company substantially as an entirety,to any person or entity which is not a wholly-owned subsidiary of the Company;

 

(4)                                  Thestockholders of the Company approve any plan or proposal for the liquidation ofthe Company; or

 

(5)                                  Achange in the composition of the Board of the Company at any time during anyconsecutive twenty-four (24) month period such that the “Continuity Directors”no longer constitute at least a seventy percent (70%) majority of the Board.For purposes of this event, “Continuity Directors” means (i) those members ofthe Board who were directors at the beginning of such consecutive twenty-four(24) month period or at the date of this Agreement if this Agreement wasentered into less than twenty-four months prior to the change in composition ofthe Board; and (ii) any new director whose election to the Board of Directorsor nominations for election to the Board of Directors was approved by a vote ofat least two-thirds (2/3) of the directors identified in the immediatelypreceding clause (i).

 

(6)                                  TheCompany enters into a letter of intent, an agreement in principle or adefinitive agreement relating to an event 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 Changeof Control, or a tender or exchange offer or proxy contest is commenced thatultimately results in an event described 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 eighteen(18) months after a Change of Control:

 

(1)                                  The termination of Employee’s employment by theCompany for any reason, with or without cause, except for termination resultingfrom conduct by Employee constituting (a) a felony involving moral turpitudeunder either federal law or the law of the State of Minnesota, or (b) Employee’swillful failure to fulfill his/her employment duties with the Company;provided, however, that for purposes of this clause (c), an act or failure toact by Employee shall not be “willful” unless it is done, or omitted to bedone, in bad faith and without any reasonable belief that Employee’s action oromission were in the best interests of the Company; or

 

(2)                                  The termination of employment with the Company byEmployee for Good Reason.  Suchtermination shall be accomplished by, and

 

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effectiveupon, Employee giving written notice to Company of his/her decision toterminate.  “Good Reason” shall mean agood faith determination by Employee, in Employee’s sole and absolute judgment,that any one or more of the following events has occurred, at any time duringthe term of this Agreement or after a Change of Control; provided, however,that such event shall not constitute “Good Reason” if Employee has expresslyconsented to such event in writing or if Employee fails to provide writtennotice of his/her decision to terminate within sixty (60) days of theoccurrence of such event:

 

(a)                                  A material change in Employee’s reportingresponsibilities, titles or offices, or any removal of Employee from or anyfailure to re-elect Employee to any of such positions, which has the effect ofmaterially diminishing Employee’s responsibility or authority;

 

(b)                                 A reduction by the Company in Employee’s basesalary (as increased from time to time);

 

(c)                                  A requirement imposed by the Company on Employeethat results in Employee being based at a location that is outside of atwenty-five (25) mile radius of Employee’s prior job location;

 

(d)                                 Without the adoption of a replacement plan,program or arrangement that provides benefits to Employee that are equal to orgreater than those benefits that are discontinued or adversely affected:

 

i.                                          A failure by the Company to continue in effect,within its maximum stated term, any pension, bonus, incentive, stock ownership,stock purchase, stock option, life insurance, health, accident, disability, orany other employee compensation or benefit plan, program or arrangement, inwhich Employee is or has been participating;

 

ii.                                       The taking of any action by the Company thatwould adversely affect Employee’s participation or materially reduce Employee’sbenefits under any of such plans, programs or arrangements; or

 

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(e)                                  Any action by the Company that would materiallyadversely affect the physical conditions in or under which Employee performshis/her employment duties; or

 

(f)                                    Any material breach by the Company of thisEmployment Agreement between Employee and the Company.

 

Termination for “Good Reason” shall not includeEmployee’s death or a termination for any reason other than the eventsspecified in clauses (a) through (f) above.

 

**10.****                               ConfidentialInformation.**  During the term ofthis Agreement and at all times thereafter, Employee shall not directly orindirectly use or disclose any trade secret, proprietary or confidentialinformation of August Technology or any subsidiary for the benefit of anyperson or entity other than August Technology or any subsidiary without priorwritten 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 anyinformation, whether in print, on computer disc or tape or otherwise, which is notpublic information and which relates to August Technology or any subsidiary, orAugust Technology’s or any subsidiary’s existing or reasonably foreseeablebusiness, including but not limited to information relating to research,development, technology, manufacturing processes, purchasing and sales,information relating to sales and other financial strategies, plans and/orgoals, information relating to proprietary rights and data, ideas, know-how,and/or trade secrets, information regarding the identity and/or needs ofclients or customers, client or customer lists and other client or customerinformation, information regarding active and inactive accounts of AugustTechnology or any subsidiary, and information relating to August Technology’sor any subsidiary’s methods of operation.

 

**11.****                               NoncompetitionObligations.**  As a condition toand in consideration of his/her employment and continued employment, and inexchange for the severance and Change of Control provisions as set forth inParagraphs 8 and 9 of this Employment Agreement, and the mutual covenantsherein, Employee agrees that, during his/her employment and for a period of one(1) year following his/her voluntary or involuntary resignation or terminationfor any reason, the Employee will not, on behalf of himself/herself or anyother person or entity:

 

(a)                                  Directly or indirectly solicit, on Employee’s ownbehalf, or on behalf of another, any of August Technology’s or any subsidiary’scustomers or potential customers with whom Employee or Employee’s superviseeshad contact, either directly or indirectly, within the twelve monthsimmediately preceding Employee’s resignation or termination of employment, forthe purpose of providing, selling, or attempting to sell any products orservices competing with those provided or sold by August Technology or anysubsidiary, or clearly contemplated thereby due to research, development,

 

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engineering,applications, licensing, or other like projects in process, at the time ofresignation or termination; or

 

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

 

**12.**                               **Work Product and Inventions**.  August Technology shall be entitled to allof the benefits, profits, results and work product arising from or incident toall work, services, advice and activities of Employee, including withoutlimitation all rights in inventions (as set forth below), trademark or tradename creations, and copyrightable materials. Employee shall not, during the term of his/her employment by August Technology,be interested, directly or indirectly, in any manner, including, but notlimited to, as partner, officer, advisor, or in any other capacity in any otherbusiness similar to, or in competition with, August Technology’s or anysubsidiary’s business.

 

Employee agrees tocommunicate promptly and fully to August Technology all inventions,discoveries, improvements or designs conceived or reduced to practice byEmployee during the period of his/her employment with August Technology (aloneor jointly with others), and, except as provided in this Paragraph 12, Employeewill and hereby does assign to August Technology and/or its nominees all of theEmployee’s right, title and interest in such inventions, discoveries,improvements or designs and all of his/her right, title and interest in any patents,patent applications or copyrights based thereon without obligation on the partof August Technology or any subsidiary to make any further compensation,royalty or payment to Employee. Employee further agrees to assist August Technology and/or its nominee(without charge but at no expense to Employee) at any time and in every properway to obtain and maintain for its and/or their own benefit, patents for allsuch inventions, discoveries and improvements and copyrights for all suchdesigns.

 

This Agreement does notobligate Employee to assign to August Technology any invention, discovery,improvement or design for which no equipment, supplies, facility or tradesecret information of August Technology or any subsidiary was used and whichwas developed entirely on Employee’s own time, and (1) which does not relate(a) directly to the business of August Technology or any subsidiary, or (b) toAugust Technology’s or any subsidiary’s actual or demonstrably anticipatedresearch or development, or (2) which does not result from any work performedby Employee for August Technology or any subsidiary.

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**13.****                               ExemptInventions.** Identified underExempt Inventions in Exhibit A by descriptive title are all of the Inventions,if any, in which Employee possesses any right, title or interest prior toEmployee’s employment with August Technology or execution of this EmploymentAgreement which are not subject to the terms hereof.

 

**14.****                               Copyrights. **Employee acknowledges that anydocuments, drawings, computer software or other work of authorship prepared byEmployee within the scope of his/her employment is a “work made for hire” underU.S. copyright laws and that, accordingly, August Technology

 

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exclusively owns all copyright rights in such works of authorship.  For purposes of this paragraph, “scope ofemployment” means that the work of authorship (a) relates to any subject matterpertaining to his/her employment, (b) relates to or is directly or indirectlyconnected with the existing or reasonably foreseeable business, products,projects or confidential information of August Technology or any subsidiary, or(c) involves the use of any time, material or facility of August Technology orany subsidiary.

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**15.****                               Returnof Property. **Employee shall,immediately upon his/her involuntary or voluntary resignation or terminationfrom employment for any reason, deliver to August Technology all documents andother items, whether on computer disc or tape or otherwise, including allcopies thereof, belonging to August Technology or any subsidiary or in any wayrelated to the business of August Technology or any subsidiary or the servicesEmployee performed for August Technology or any subsidiary, including but notlimited to any documents or items containing trade secret, proprietary, orconfidential information, documents in any way relating to any inventions orcopyrights, client or customer information, information relating to AugustTechnology’s or any subsidiary’s processes or procedures and any othermaterials 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.

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**16.****                               Remedyupon Violation.**  Employee andAugust Technology agree that a breach or threatened breach of Paragraphs 10,11, 12, 14 or 15 would cause irreparable harm to August Technology and/or itssubsidiaries, and that monetary damages alone would not be an adequate remedy.  Employee agrees that August Technology andany subsidiary shall be entitled, in addition to any other remedy it may haveat law or in equity, to an injunction, without the posting of a bond if allowedby applicable law or with the posting of a minimal bond if required, enjoiningor restraining Employee from any violation or violations or threatenedviolation or violations of Paragraphs 10, 11, 12, 14 and 15, and/or forspecific performance of duties and obligations under such paragraphs, andEmployee hereby consents to the issuance of such injunction.  If any rights or restrictions contained inParagraphs 10, 11, 12, 14 and 15 shall be deemed to be unenforceable by reasonof the extent, duration or geographic scope, or other provision thereof, theparties contemplate that the Court shall reduce such extent, duration orgeographic scope or other provision and enforce Paragraphs 10, 11, 12, 14 and15 in their reduced form for all purposes in the manner contemplated by suchParagraphs.

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**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 with AugustTechnology 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 nottaken and will not take any trade secret, proprietary or confidentialinformation of any former employer, and will not use or disclose any suchinformation to anyone in the performance of duties and responsibilities underthis Agreement.

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

 

**19.****                               Notices.**  All notices and other communications to begiven under this Agreement shall be in writing and shall be deemed to be givenwhen delivered personally, or when mailed by registered or certified mail,addressed to the party to whom such notice is intended to be given, at the lastknown address for that party or at such other address as the party may specifyby written notice.

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

 

General Counsel

August TechnologyCorporation

4900 West 78thStreet

Bloomington, MN 55435

 

(b)                                 Inthe case of Employee, the notice shall be provided to:

 

Ardelle Johnson

19725 Waterford Pl

Shorewood, MN 55331

 

Either party may, bywritten notice hereunder, designate a change of address.  Any notice, if mailed properly addressed,postage prepaid, registered or certified mail, shall be deemed dispatched onthe registered date or that stamped on the certified mail receipt, and shall bedeemed received within the fifth business day thereafter, or when it isactually received, whichever is sooner.

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**20.**                               **Survival of Provisions. **Employee acknowledges and agrees thatthe restrictions and obligations set forth in Paragraphs 10, 11, 12, 13, 14, 15and 16 of this Agreement are reasonable, shall survive his/her resignation fromor the 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.

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**21.****                               Nonwaivers.**  No failure on the part of either party toexercise, and no delay in exercising, any right or remedy hereunder shalloperate as a waiver thereof, nor shall any single or partial exercise of anyright or remedy hereunder preclude any other or further exercise thereof or theexercise of any right or remedy granted hereby or by any related document or bylaw.

 

**22.****                               GoverningLaw.**  This Agreement shall be construedand interpreted according to the laws of the State of Minnesota, withoutreference to its conflict of laws provisions.

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**23.****                               ParagraphHeadings.**  Paragraph headingsare included in this Agreement for convenience of reference only, and are notintended to be full or accurate descriptions of the contents hereof.

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**24.****                               Counterparts.** This Agreement may be executed intwo (2) or more counterparts, each of which shall be deemed an original, butall of which shall constitute one (1) and the same instrument.

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**25.****                               EntireAgreement.**  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 anyreason be 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:  September 17, 2003** | By                                 | /s/ DAVID L. KLENK |   |
|                                |                               | Its | President |   |
|                                |                               |
|                                |                               |
| Dated:  September 9, 2003      | By                                 | /s/ ARDELLE JOHNSON |   |
|                                |                               | **Employee** |
|                                     |                                    |  |  |  |  |  |  |

#####  

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##### EXHIBIT A

 

 
| Employee’s Name                |   | =      | Ardelle Johnson             |
|-------------------------------------|--------|--------|-----------------------------|
|                                |   |   |                        |
| Employee’s Title               |   | =      | VP, Strategic Marketing     |
|                                |   |   |                        |
| Manager                             |   | =      | Jeff O’Dell, & CEO |
|                                |   |   |                        |
| Base Salary                         |   | =      | $145,000                    |
|                                |   |   |                        |
| Severance Period                    |   | =      | twelve (12) months          |
|                                |   |   |                        |
| Change In Control  Severance Period |   | =      | eighteen (18) months        |
|                                |   |   |                        |
| Exempted Inventions                 |   | =      |                        |   |
|                                |   |   |                        |   |
|                                |   |   |                        |   |
|                                |   |   |                        |   |

 

 
| Initials of approval: |   | AUGUST TECHNOLOGY CORP. |   | DLK    |
|-----------------------|--------|-------------------------|--------|--------|
|                  |   |                    |   |   |
|                  |   | EMPLOYEE                |   | AJ     |

 

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