**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 Stanley Piekos of 4 Morning GloryCircle, Westford, MA 01886 (“Employee”).

 

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

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**WHEREAS**, Employee acknowledges and agreesthat he has and will continue to have access to confidential, proprietary andtrade secret information in the course of his/her employment and continuedemployment with August Technology, the unauthorized use or disclosure of whichwould cause irreparable harm to August Technology;

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**WHEREAS**, August Technology and Employeewish to set forth the terms of their agreement in writing;

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**NOW, THEREFORE,**in consideration of theforegoing and the mutual covenants contained herein and for other good andvaluable consideration the receipt and sufficiency of which is specificallyacknowledged by the parties, August Technology and Employee agree as follows:

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**1.****                                      Employment.**  August Technology agrees to employ orcontinue to employ Employee, effective April 7, 2003, and Employee acceptsemployment or continued employment, upon the terms and conditions set forth inthis Agreement.

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**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.

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**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.

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**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

 

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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.

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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.

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**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.

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**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 involvingmoral turpitude;

 

(iv)                              Anymaterial default or nonperformance of the terms of this Agreement, or anyviolation of

 

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Paragraphs10, 11, 12, 14 and/or 15 of this Employment Agreement; or

 

(d)                                 Employee’semployment will terminate immediately upon 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 byAugust Technology in accordance with Paragraph 8 (b), August Technology shall,in addition 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 “SeverancePeriod”, to be paid according to the normal payroll schedule, directlyfollowing the thirty (30) day notice period, and August Technology shall, ifthe Employee elects to continue group health or other group benefits as allowedby COBRA, make the COBRA payments for the 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

 

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the event any Change ofControl Action payable to Employee would constitute an “excess parachutepayment,” then the acceleration of the exercisability of such stock options andthe payments to such Participant pursuant to this Paragraph 9 shall be reducedto the largest extent or amount as will result in no portion of such paymentsbeing subject to the excise tax imposed by Section 4999 of the Code.  For purposes of this Paragraph 9, a “Changeof Control Action” shall mean any payment, benefit or transfer of property inthe nature of compensation paid to or for the benefit of Employee under anyarrangement which is considered contingent on a Change of Control for purposesof 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 thisAgreement.

 

(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 followingevents 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’s willful failure to fulfill his/her employment duties with theCompany; provided, however, that for purposes of this clause (c), an act orfailure to act by Employee shall not be “willful” unless it is done, or omittedto be done, in bad faith and without any reasonable belief that Employee’saction or omission 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 effective upon, Employee givingwritten notice to Company of his/her

 

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decisionto terminate.  “Good Reason” shall meana good faith determination by Employee, in Employee’s sole and absolutejudgment, that any one or more of the following events has occurred, at anytime during the term of this Agreement or after a Change of Control; provided,however, that such event shall not constitute “Good Reason” if Employee hasexpressly consented to such event in writing or if Employee fails to providewritten notice 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, programor arrangement that provides benefits to Employee that are equal to or greaterthan 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

 

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

 

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(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.

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**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 isnot public information and which relates to August Technology or anysubsidiary, or August Technology’s or any subsidiary’s existing or reasonablyforeseeable business, including but not limited to information relating toresearch, development, technology, manufacturing processes, purchasing andsales, information relating to sales and other financial strategies, plansand/or goals, information relating to proprietary rights and data, ideas,know-how, and/or trade secrets, information regarding the identity and/or needsof clients 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.

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**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,engineering, applications, licensing, or other like projects in process, at thetime of resignation 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 or

 

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any subsidiary to leaveor terminate his/her or her employment, or to work for any other person orentity.

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**12.**                               **WorkProduct and Inventions**. August Technology shall be entitled to all of the benefits, profits,results and work product arising from or incident to all work, services, adviceand activities of Employee, including without limitation all rights ininventions (as set forth below), trademark or trade name creations, andcopyrightable materials.  Employee shallnot, during the term of his/her employment by August Technology, be interested,directly or indirectly, in any manner, including, but not limited to, aspartner, officer, advisor, or in any other capacity in any other businesssimilar to, or in competition with, August Technology’s or any 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 toEmployee.  Employee further agrees toassist August Technology and/or its nominee (without charge but at no expenseto Employee) at any time and in every proper way to obtain and maintain for itsand/or their own benefit, patents for all such inventions, discoveries andimprovements and copyrights for all such designs.

 

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, ifany, 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 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.

 

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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 adequateremedy.  Employee agrees that AugustTechnology and any subsidiary shall be entitled, in addition to any otherremedy it may have at law or in equity, to an injunction, without the postingof a bond if allowed by applicable law or with the posting of a minimal bond ifrequired, enjoining or restraining Employee from any violation or violations orthreatened violation or violations of Paragraphs 10, 11, 12, 14 and 15, and/orfor specific 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.**                               **OtherAgreements.**  ByEmployee’s signature to this Agreement, Employee warrants that he/she is notsubject to any employment, noncompetition, confidentiality, inventions or otherobligations or agreements which would prevent or restrict the Employee in anyway from accepting employment with August Technology and fully performinghis/her duties and responsibilities as described in this Agreement.  Employee, by his/her signature to thisAgreement, further warrants that he/she has not taken and will not take anytrade secret, proprietary or confidential information of any former employer,and will not use or disclose any such information to anyone in the performanceof duties and responsibilities under this Agreement.

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**18.**                               **Successorsand Assigns. **This Agreementshall inure to the benefit of and be binding upon the successors and assigns ofAugust 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:

 

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General Counsel

August TechnologyCorporation

4900 West 78thStreet

Bloomington, MN 55435

 

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

 

Stanley Piekos

4 Morning Glory Circle

Westford, MA 01886

 

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.

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**20.**                               **Survivalof Provisions. **Employeeacknowledges and agrees that the restrictions and obligations set forth inParagraphs 10, 11, 12, 13, 14, 15 and 16 of this Agreement are reasonable,shall survive his/her resignation from or the termination of his/heremployment, and shall apply to him/her whether his/her resignation ortermination from employment is voluntary or involuntary and regardless of thereason 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 beconstrued and interpreted according to the laws of the State of Minnesota,without reference 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

 

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other provisionscontained herein, all of which shall be performed in accordance with theirrespective terms.

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|                       | **AUGUST  TECHNOLOGY CORPORATION** |
|----------------------------|------------------------------------|
|                       |                               |
|                       |                               |
| Dated:  April 7, 2003 | By                                 | /s/ Jeff L. O’Dell |   |
|                       | Its                           | Chief Executive Officer |
|                       |                               |
|                       |                               |
| Dated:  April 7, 2003 | By                                 | /s/ Stanley Piekos |   |
|                       |                               | **Employee** |
|                            |                                    |  |  |  |  |

 

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##### EXHIBIT A

 
| Employee’s Name                | =                       | Stanley Piekos          |
|-------------------------------------|-------------------------|-------------------------|
|                                |                    |                    |
| Employee’s Title               | =                       | Chief Financial Officer |
|                                |                    |                    |
| Manager                             | =                       | Chief Executive Officer |
|                                |                    |                    |
| Base Salary                         | =                       | $197,500                |
|                                |                    |                    |
| Severance Period                    | =                       | twelve (12) months      |
|                                |                    |                    |
| Change In Control  Severance Period | =                       | eighteen (18) months    |
|                                |                    |                    |
| Exempted Inventions                 | =                       |                    |
|                                |                    |                    |
|                                |                    |                    |
|                                |                    |                    |
|                                |                    |                    |
|                                |                    |                    |
| Initials of approval:               | AUGUST TECHNOLOGY CORP. |  JLO          |
|                                |                    |                    |
|                                | EMPLOYEE                |  SDP          |
|                                     |                         |                         |  |

 

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ADDITIONAL:

 

Bonus = August TechnologyAnnual Incentive Plan (AIP)

 

Stock Options = 120,000

 

As an incentive for theposition offered, August Technology will propose to grant the following stockoptions: 120,000 options to be vested in five (5) installments as follows –24,000 options will become vested one (1) year from the grant date, anadditional 24,000 options will become vested two (2) years from the grant date,an additional 24,000 options will become vested three (3) years from the grantdate, an additional 24,000 options will become vested four (4) years from thegrant date, an additional 24,000 options will become vested five (5) years fromthe grant date.  All options are to begranted at the closing NASDAQ price on the first day of hire.

 

Relocation = Relocationbenefits will be provided in accordance with the (draft) August TechnologyRelocation Guidelines Matrix. Additional temporary lodging will be provided while the Westford, MAhome is being sold.  This additionalbenefit will be reviewed at the end of 6 months and at a minimum quarterly,thereafter.

 
| Initials of approval: | AUGUST TECHNOLOGY CORP. |  JLO  |
|-----------------------|-------------------------|-----------------|
|                  |                    |            |
|                  | EMPLOYEE                |  SDP  |
|                       |                         |                 |  |

 

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