**EXHIBIT 10.1**

 

**AMENDMENTTO EMPLOYMENT AGREEMENT**

 

**EFFECTIVE DATE**:  May 5, 2005

 

**PARTIES AND ADDRESSES**:

 
| August Technology Corporation | (“Company”)  |
|------------------------------------|------------------------|
| 4900 West 78th Street              |
| Bloomington, MN 55435              |
|                               |
| David Klenk                        | (“Employee”) |
| 9680 Laforet Drive                 |
| Eden Prairie, MN 55347             |

 

WHEREAS, Company and Employee are parties toan existing Employment Agreement (attached) signed by the parties on March 6,2002 (hereinafter referred to as “Employment Agreement”); and

 

WHEREAS, Company and Employee desire to amendcertain portions of the Employment Agreement.

 

NOW, THEREFORE, Company and Employee agreethat, effective as of May 5, 2005, the following Amendment shall be made apart of the Employment Agreement:

 

*1.**             Thefinal paragraph of Paragraph 8 of the Employment Agreement shall be deleted inits entirety and replaced with the following:*

 

Upon Employee’s resignation or terminationunder this Paragraph 8 for any reason, August Technology shall payEmployee his/her Base Salary through the Employee’s last date of employment,and any accrued and unused vacation or other paid time off through the Employee’slast date of employment.  Employee’sentitlement to any vested pension, profit sharing or other benefits shall begoverned by applicable plan documents. In the event Employee’s employment is terminated either by Employee or August Technologyunder Paragraph 8 (b), August Technology may elect, in its solediscretion, to pay Employee his/her salary for the thirty (30) day noticeperiod in lieu of Employee’s continued performance of duties during the noticeperiod.  In the event Employee isterminated by August Technology in accordance with Paragraph 8 (b), August Technologyshall, in addition to the above, pay Employee a severance at his/her thencurrent Base Salary rate, less withholdings, for the time period as set forthin Exhibit A as “Severance Period,” to be paid as follows:

 

•      Six months of Base Salary tobe paid in a lump sum within five business days following the six-monthanniversary of Employee’s termination date.

 

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•      Six months ofBase Salary according to the normal payroll schedule beginning with thefirst regularly scheduled payday following the six-month anniversary ofEmployee’s termination date and ending six months later on or immediately afterthe 12-month anniversary of Employee’s termination date, but in no event shallpayment be for less than the full amount totaling six full months of BaseSalary.

 

Additionally, in the event Employee is terminated by August Technologyin accordance with Paragraph 8 (b), August Technology shall, if theEmployee elects to continue group health or other group benefits as allowed byCOBRA, make the COBRA payments for a twelve-month period beginning with themonthly COBRA premium due on the first of the month following the six-monthanniversary of Employee’s termination date. Employee shall not be entitled to any further or other payments orbenefits of any kind upon the Employee’s termination or resignation under thisParagraph 8, except as provided under the Separation Agreement andRelease.  In the event Employee isentitled to Change in Control benefits as set forth in Paragraph 9, Employeeshall not be entitled to any severance or notice rights under this Paragraph 8.

 

In the event Employeedies before all payments under this Agreement have been made, the remainingpayments shall be made to Employee’s spouse, Julie Ann Klenk, or if she is nolonger living, then to Employee’s estate.

 

This Amendment shall be attached to and be apart of the Employment Agreement between August Technology Corporation andDavid Klenk signed by the parties on March 6, 2002.

 

Except as set forth herein, the EmploymentAgreement shall remain in full force without modification.

 

In consideration of the mutual covenantscontained herein, the parties have executed this Amendment effective as of thedate and year above written.

 
| ** ** | **AUGUST TECHNOLOGY CORPORATION** |
|------------|----------------------------------------|
|       |                                   |
|       | /s/ Susan Peattie                      |
|       | Susan Peattie                          |
|       | Director, Human Resources              |
|       |                                   |
| ** ** | ** **                             |
| ** ** | **EMPLOYEE**                           |
|       |                                   |
|       | /s/ David Klenk                        |
|       | David Klenk                            |

 

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