Exhibit 10.46


 




 





TRANSITION
AGREEMENT


by and
between


FSI
INTERNATIONAL, INC.


and


METRON
TECHNOLOGY N.V.


dated as of


OCTOBER 9, 2002


 




 





 


 


 


 


***  TEXT OMITTED
AND FILED SEPARATELY


CONFIDENTIAL TREATMENT REQUESTED


UNDER 17 C.F.R. §§ 200.80(b)(4),


200.83 AND 240.24b-2


 


 


 

















 


TABLE OF CONTENTS


 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I
  DEFINITIONS; INTERPRETATION

  	
   

  
	
  1.1

  	
   

  	
  Terms Defined in
  this Agreement

  	
   

  	
   

  
	
  1.2

  	
   

  	
  Interpretation

  	
   

  	
   

  
	
  ARTICLE
  II PURCHASE OF DISTRIBUTION BUSINESS

  	
   

  
	
  2.1

  	
   

  	
  Sale and
  Purchase

  	
   

  	
   

  
	
  2.2

  	
   

  	
  Consideration

  	
   

  	
   

  
	
  2.3

  	
   

  	
  Cash Advance;
  Note and Security Agreement

  	
   

  	
   

  
	
  2.4

  	
   

  	
  Payments
  on Closing

  	
   

  	
   

  
	
  2.5

  	
   

  	
  Final Purchase Price
  Payment

  	
   

  	
   

  
	
  2.6

  	
   

  	
  Offset

  	
   

  	
   

  
	
  2.7

  	
   

  	
  Single Payment

  	
   

  	
   

  
	
  2.8

  	
   

  	
  Termination
  of Distribution Agreements; Effectiveness of Israel Distribution Agreement

  	
   

  	
   

  
	
  ARTICLE
  III REPURCHASE OF INVENTORY AND EQUIPMENT

  	
   

  
	
  3.1

  	
   

  	
  Repurchase
  of Inventory

  	
   

  	
   

  
	
  3.2

  	
   

  	
  Repurchase
  of Equipment

  	
   

  	
   

  
	
  3.3

  	
   

  	
  Limitations on
  Repurchase Obligations

  	
   

  	
   

  
	
  3.4

  	
   

  	
  Returns during
  Transition Period

  	
   

  	
   

  
	
  3.5

  	
   

  	
  Delivery to FSI

  	
   

  	
   

  
	
  ARTICLE
  IV ASSUMPTION OF PURCHASE ORDERS AND AGREEMENTS

  	
   

  
	
  4.1

  	
   

  	
  Purchase Orders for
  Products

  	
   

  	
   

  
	
  4.2

  	
   

  	
  System Start-Ups

  	
   

  	
   

  
	
  4.3

  	
   

  	
  Purchase Orders for
  Spare Parts

  	
   

  	
   

  
	
  4.4

  	
   

  	
  Assumption
  of Service and Support Contracts

  	
   

  	
   

  
	
  4.5

  	
   

  	
  Assumption
  of Parts and Labor Warranties

  	
   

  	
   

  
	
  ARTICLE V
  ACCOUNTS RECEIVABLE AND INVOICES

  	
   

  
	
  5.1

  	
   

  	
  Collection of
  Accounts Receivable

  	
   

  	
   

  
	
  5.2

  	
   

  	
  Payment
  of Open Invoices

  	
   

  	
   

  
	
  ARTICLE VI EMPLOYEES

  	
   

  
	
  6.1

  	
   

  	
  Employees of the
  Distribution Business

  	
   

  	
   

  
	
  6.2

  	
   

  	
  Metron
  Responsibilities

  	
   

  	
   

  
	
  6.3

  	
   

  	
  FSI
  Responsibilities

  	
   

  	
   

  
	
  6.4

  	
   

  	
  Employee
  Property

  	
   

  	
   

  
	
  6.5

  	
   

  	
  Applicability
  of Certain Provisions to Employees Located in France

  	
   

  	
   

  
	
  6.6

  	
   

  	
  Non-Solicitation

  	
   

  	
   

  
	
  ARTICLE VII FACILITIES

  	
   

  
	
  ARTICLE
  VIII CLOSING AND CLOSING CONDITIONS

  	
   

  
	
  8.1

  	
   

  	
  Closing

  	
   

  	
   

  
	
  8.2

  	
   

  	
  Metron’s Closing Conditions

  	
   

  	
   

  
	
  8.3

  	
   

  	
  FSI’s
  Closing Conditions

  	
   

  	
   

  
	
  8.4

  	
   

  	
  Metron Deliveries at
  Closing

  	
   

  	
   

  
	
  8.5

  	
   

  	
  FSI
  Deliveries at Closing

  	
   

  	
   

  
	
  8.6

  	
   

  	
  Efforts to
  Close

  	
   

  	
   

  
	
  8.7

  	
   

  	
  Failure to Close

  	
   

  	
   

  
						



 


 


 

















 


 


	
  ARTICLE IX
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
  9.1

  	
   

  	
  Representations
  and Warranties by Metron

  	
   

  	
   

  
	
  9.2

  	
   

  	
  Representations
  and Warranties by FSI

  	
   

  	
   

  
	
  9.3

  	
   

  	
  Survival of
  Representations and Warranties

  	
   

  	
   

  
	
  ARTICLE
  X CONDUCT OF DISTRIBUTION BUSINESS DURING TRANSITION PERIOD

  	
   

  
	
  10.1

  	
   

  	
  Operation of
  Distribution Business

  	
   

  	
   

  
	
  ARTICLE XI ADDITIONAL
  COVENANTS

  	
   

  
	
  11.1

  	
   

  	
  Non-Competition

  	
   

  	
   

  
	
  11.2

  	
   

  	
  Access to
  Properties, Books, Records, Etc.

  	
   

  	
   

  
	
  11.3

  	
   

  	
  Government
  Approvals

  	
   

  	
   

  
	
  11.4

  	
   

  	
  Registrations

  	
   

  	
   

  
	
  11.5

  	
   

  	
  Transition Plan

  	
   

  	
   

  
	
  11.6

  	
   

  	
  Performance
  under Distribution Agreements

  	
   

  	
   

  
	
  11.7

  	
   

  	
  Confidentiality

  	
   

  	
   

  
	
  11.8

  	
   

  	
  Announcements and
  Communications

  	
   

  	
   

  
	
  11.9

  	
   

  	
  Insurance

  	
   

  	
   

  
	
  11.10

  	
   

  	
  Contracts

  	
   

  	
   

  
	
  11.11

  	
   

  	
  Shareholder
  Approval

  	
   

  	
   

  
	
  11.12

  	
   

  	
  Expenses

  	
   

  	
   

  
	
  11.13

  	
   

  	
  UK Pensions

  	
   

  	
   

  
	
  11.14

  	
   

  	
  MTDC Inventory

  	
   

  	
   

  
	
  ARTICLE XII INDEMNIFICATION

  	
   

  
	
  12.1

  	
   

  	
  Indemnification by Metron

  	
   

  	
   

  
	
  12.2

  	
   

  	
  Indemnification
  by FSI

  	
   

  	
   

  
	
  12.3

  	
   

  	
  Deductible
  Amount

  	
   

  	
   

  
	
  12.4

  	
   

  	
  Notice of Indemnification

  	
   

  	
   

  
	
  12.5

  	
   

  	
  Indemnification
  Procedure for Third-Party Claims

  	
   

  	
   

  
	
  ARTICLE
  XIII DISPUTE RESOLUTION; GOVERNING LAW

  	
   

  
	
  13.1

  	
   

  	
  Arbitration

  	
   

  	
   

  
	
  13.2

  	
   

  	
  Governing Law

  	
   

  	
   

  
	
  ARTICLE XIV GENERAL

  	
   

  
	
  14.1

  	
   

  	
  Entire
  Agreement

  	
   

  	
   

  
	
  14.2

  	
   

  	
  Amendments

  	
   

  	
   

  
	
  14.3

  	
   

  	
  Waivers

  	
   

  	
   

  
	
  14.4

  	
   

  	
  Notices

  	
   

  	
   

  
	
  14.5

  	
   

  	
  Partial
  Invalidity

  	
   

  	
   

  
	
  14.6

  	
   

  	
  Governing
  Language

  	
   

  	
   

  
	
  14.7

  	
   

  	
  Assignment

  	
   

  	
   

  
	
  14.8

  	
   

  	
  Further
  Assurances

  	
   

  	
   

  
	
  14.9

  	
   

  	
  Counterparts

  	
   

  	
   

  



 


 


 

















 


 


EXHIBITS


 


	
  Exhibit
  A

  	
   

  	
  Metron
  Selling Affiliates and FSI Purchasing Affiliates

  
	
   

  	
   

  	
   

  
	
  Exhibit B

  	
   

  	
  Israel
  Distribution Agreement

  
	
   

  	
   

  	
   

  
	
  Exhibit C

  	
   

  	
  Metron
  Individuals with Knowledge

  
	
   

  	
   

  	
   

  
	
  Exhibit D

  	
   

  	
  FSI
  Individuals with Knowledge

  
	
   

  	
   

  	
   

  
	
  Exhibit E

  	
   

  	
  Note and
  Security Agreement

  



 


SCHEDULES


	
  Schedule
  3.1(b)

  	
   

  	
  General
  Schedule of Product Inventory and the Spare Parts Inventory

  
	
   

  	
   

  	
   

  
	
  Schedule 6.1

  	
   

  	
  Transferred
  Employees***

  
	
   

  	
   

  	
   

  
	
  Schedule 9.1(j)

  	
   

  	
  Employee Benefits

  
	
   

  	
   

  	
   

  
	
  Schedule 9.1(o)

  	
   

  	
  MTDC Inventory

  
	
   

  	
   

  	
   

  
	
  Schedule 11.1

  	
   

  	
  Legacy Products

  
	
   

  	
   

  	
   

  
	
  Schedule
  11.4

  	
   

  	
  Permits
  and Product Registrations

  
	
   

  	
   

  	
   

  
	
  Schedule 11.5

  	
   

  	
  Transition Plan

  
	
   

  	
   

  	
   

  
	
  Schedule
  11.10

  	
   

  	
  Contracts
  Related to the Distribution Business

  



 


***  TEXT OMITTED
AND FILED SEPARATELY


CONFIDENTIAL TREATMENT REQUESTED


UNDER 17 C.F.R. §§ 200.80(b)(4),


200.83 AND 240.24b-2


 


 

















 


TRANSITION
AGREEMENT


This
TRANSITION AGREEMENT, made and entered into as of this 9th
day of October 2002, by and between FSI INTERNATIONAL, INC., a corporation organized
and existing under the laws of the state of Minnesota, United States of America
(“FSI”), and METRON TECHNOLOGY
N.V., a company organized as a Naamloze Vennootschap
under the laws of the Netherlands (“Metron”).


PREAMBLE


WHEREAS, FSI and Metron have entered into and are
parties to that certain FSI/Metron Distribution Agreement, dated March 31, 1998
(as amended by the 2000 Distribution Agreement, the “1998 Distribution Agreement”), and that certain FSI Surface
Conditioning Division/Metron Distribution Agreement, dated July 10, 2000 (the “2000 Distribution Agreement” and, together
with the 1998 Distribution Agreement, the “Distribution
Agreements”).


WHEREAS, pursuant to the terms of the 1998 Distribution
Agreement, Metron has been appointed as distributor for certain
microlithography products of FSI for the territories defined therein.


WHEREAS, pursuant to the terms of the 2000 Agreement, Metron
has been appointed as distributor for certain surface conditioning products of
FSI and certain immersion system products of FSI’s subsidiary, SCD Mountain
View, Inc., for the territories defined therein.


WHEREAS, FSI and Metron each desire to enter into this
Agreement to provide for the terms and conditions under which Metron and the
Metron Selling Affiliates (as defined below) will sell and transfer to FSI and
the FSI Purchasing Affiliates (as defined below), and FSI and the FSI
Purchasing Affiliates will purchase from Metron and the Metron Selling
Affiliates, all distribution and other rights granted to Metron under the
Distribution Agreements for the distribution and servicing of the FSI products
in all areas of the world except Israel.


WHEREAS, in connection with the
transactions contemplated by this Agreement, FSI and Metron have agreed to
enter into a distribution
agreement pursuant to which FSI will appoint Metron its distributor for
products of FSI for the territory of Israel.


NOW, THEREFORE, in consideration of the premises, the respective
covenants and commitments of the parties set forth herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, FSI, for and on behalf of itself and its Affiliates, and Metron,
for and on behalf of itself and its Affiliates, hereby agree as follows:


 


 

















 


ARTICLE I

DEFINITIONS; INTERPRETATION


1.1          Terms Defined in this Agreement.   For purposes
of this Agreement, where written with an initial capital letter, the following
terms, words and phrases shall have the following respective meanings:


“Additional Cash Advance” has the meaning given such term in
Section 2.3(a).


“Affiliate” means, with respect to any Entity, any
other Entity controlled by, under common control with, or which controls such
Entity through (i) the ownership, either directly or indirectly, of more than
50% of the voting shares or equity interests of such Entity, (ii) the right to
elect the majority of the directors or members of any similar managing body of
such Entity (except by reason of the occurrence of a contingency) or (iii) the
right to manage and control such Entity pursuant to contract; provided that,
for purposes of this Agreement, FSI Ltd shall not be an Affiliate of FSI.


“Aging Spare Parts Inventory” means Spare Parts held in inventory by
Metron or any Metron Selling Affiliate which, in the case of SCD/System
Products parts, were purchased more than one year prior to Closing Date and, in
the case of MLD/System Products Parts, were purchased more than two years prior
to the Closing Date.


“Agreement” and “this Agreement”
means this Transition Agreement, including all exhibits and schedules hereto.


“Base Cost” means, in the case of Products, Spare Parts and
Demonstration Equipment in Metron’s inventory and to be repurchased by FSI
hereunder, the original invoice price for such Products, Spare Parts and Demonstration
Equipment as converted into the relevant local currency, adjusted from time to
time for currency rate fluctuations and carried on the books and records of
Metron or the relevant Metron Selling Affiliate.


“Cash Advance” has the meaning given such term in
Section 2.3(a).


“Closing” has the meaning given such term in
Section 8.1.


“Closing Date” means the date on which the Closing is
completed pursuant to the terms of Section 8.1.


“Closing Date Product
Purchase Orders” has the meaning given such term in Section 4.1(c).


“Closing Date
Service/Applications Support Contracts” has the meaning given such term in
Section 4.4(c).


“Closing Date Spare Parts
Purchase Orders” has the meaning given such term in Section 4.3(c).


“Closing Date System
Start-Ups” has the meaning given such term in Section 4.2(a).


 


-2-

















 


“Closing Date Warranty Obligations” has the meaning given such term in
Section 4.5(d).


“Common Parts” has the meaning given such term in
Section 3.1(d).


“Confidential Information” has the meaning given such term in
Section 11.7.


“Deductible Amount” has the meaning given such term in
Section 12.3.


“Demonstration Equipment” has the meaning given such term in
Section 3.2(b).


“Demonstration Equipment Listing” has the meaning given such term in
Section 3.2(a).


“Demonstration Equipment Repurchase
Price” has the meaning given such term in Section 3.2(c).


“Distribution Agreements” has the meaning given such term in the
Preamble to this Agreement.


“Distribution Business” means the business of, and right in and
to, the distributing, marketing, selling and servicing of the Products under
the Distribution Agreements as carried on by Metron and its Affiliates.


“Effective Date” means the date of this Agreement.


“Employee Benefits” means any retirement, pension,
profit sharing, bonus, stock option, restricted stock, deferred compensation,
holiday pay, bonus, commission, health, hospitalization, disability, death,
insurance or other employee or fringe benefit plan, scheme, program or
arrangement.


“Entity” means any association, corporation,
partnership, limited liability company, trust or other entity (excluding any
natural person).


“Estimated Purchase Price” has the meaning given such term in
Section 2.4(a).


“FSI” has the meaning given such term in the first
paragraph of this Agreement.


“FSI Closing Date Payment” has the meaning given such term in
Section 2.4(b).


“FSI Holdback Amount” has the meaning given such term in
Section 2.4(b).


“FSI Indemnified Parties” has the meaning given such term in
Section 12.1.


“FSI Purchasing Affiliates”  means the Affiliates of FSI existing or
to be existing as of the Closing Date and listed on Exhibit A attached hereto which will purchase inventory and
equipment and assume contracts and service obligations from the Metron Selling
Affiliates, all as more particularly described in Articles III and IV.


 


-3-

















 


“FSI Scheme” means the Group Personal Pension Scheme to be
established by FSI or its Affiliate in the United Kingdom as soon as reasonably
practical after the Closing Date for the benefit of FSI’s United Kingdom
employees, including the Transferred Employees in the United Kingdom.


“Indemnified Party” has the meaning given such term in
Section 12.3.


“Indemnifying Party” has the meaning given such term in
Section 12.3.


“Initial Cash Advance” has the meaning given such term in
Section 2.3(a).


“Inventory and Equipment Payments” has the meaning given such term in
Section 2.2.


“Inventory Repurchase Price” has the meaning given such term in
Section 3.1(c).


“Israel Distribution Agreement” means the distribution agreement between
FSI and Metron which shall be executed at the Closing substantially in the form
attached hereto as Exhibit B.


“Israel Distribution Business” means, before the Closing Date, the
business of distributing, marketing, selling and servicing the Products in
Israel under the Distribution Agreements, and after the Closing Date, the
business of distributing, marketing, selling and servicing the Products in
Israel under the Israel Distribution Agreement.


“Knowledge of FSI” means the actual knowledge of one or
more of the individuals listed on Exhibit C,
and the knowledge that such individuals should reasonably be expected to have
based upon the exercise of duties and responsibilities consistent with their
respective offices and areas of management responsibility.


“Knowledge of Metron” means the actual knowledge of one or
more of the individuals listed on Exhibit D,
and the knowledge that such individuals should reasonably be expected to have
based upon the exercise of duties and responsibilities consistent with their
respective offices and areas of management responsibility.


“Legacy Products” has the meaning given such term in Schedule 11.1 attached hereto.


“Lien” means any mortgage, security interest, lien
(including tax and environmental liens), claim, charge, pledge, option,
encumbrance, agreement, voting trust, proxy or other arrangement, and all
rights of third parties, including any right of usufruct, restriction or
limitation of any kind or nature whatsoever, other than (i) liens for taxes not
yet due and payable or which are being contested in good faith,
(ii) statutory liens arising in the ordinary course of business such as
landlords’ carriers’, warehousemens’, mechanics’, materialmens’, suppliers’ and
similar liens, and (iii) liens arising by operation of law which are not
material to the asset to which the lien attaches.


“Listing” means each of the Closing Date Service/Applications
Support Contracts Listing, the Demonstration Equipment Listing, the Products
and Spare Parts Inventory Listing, the Products Purchase Order Listing, the
System Start-Up Listing, the Spare Parts Purchase


 


-4-

















 


Order Listing, the
Service/Applications Support Contract
Listing and the Warranty Listing and each update to such listings
required to be delivered in accordance with this Agreement.


“Losses” has the meaning given such term in Section 12.1.


“Metron” has the meaning given such term in the first
paragraph of this Agreement.


“Metron Closing Date Payment” has the meaning given such term in
Section 2.4(c).


“Metron Indemnified Parties” has the meaning given such term in
Section 12.2.


“Metron Scheme” means the Group Personal Pension Scheme
maintained by Metron or its Affiliate in the United Kingdom for employees of
such Affiliate located in the United Kingdom.


“Metron Selling Affiliates”   means the
Affiliates of Metron listed on Exhibit A
attached hereto which will sell inventory and equipment and assign contracts
and service obligations to the FSI Purchasing Affiliates as more particularly
described in Articles III and IV.


“Metron Shares” has the meaning given such term in
Section 2.4(b).


“Metron Shares Value” has the meaning given such term in
Section 2.4(b).


“Metron Stock” means the common shares of Metron, par
value EUR 0.44 per share, of Metron.


“MTDC” means Metron Technology Distribution Corporation, a
California corporation and wholly owned subsidiary of Metron.


“MTDC Inventory” has the meaning given such term in
Section 9.1(o).


“Net Invoice Price” means, with respect to a Closing Date
Product Purchase Order or a Closing Date Spare Parts Purchase Order, the amount
payable by the customer indicated on such purchase order less any amounts in
respect of shipping, handling, freight, customs, duties, value added taxes,
sales taxes and other similar taxes and payments.


“Note” has the meaning given such term in Section 2.3(a).


“Permits” has the meaning given such term in Section 9.1(h).


“Pre-Closing Accounts Receivable” has the meaning given such term in
Section 5.1(a).


“Premium” has the meaning given such term in Section 2.2.


“Product Commission” has the meaning given such term in
Section 4.1(c).


“Product Inventory” has the meaning given such term in
Section 3.1(a).


“Product Purchase Order
Listing”
has the meaning given such term in Section 4.1(b).


 


-5-

















 


“Product Registrations” means registrations, permits,
authorizations, approvals and filings with any governmental authority required
for the marketing, distribution or sale of any Products or Spare Parts in
connection with the Distribution Business (excluding the Israel Distribution
Business).


“Products” means the products subject to the Distribution
Agreements (as the term Products is defined in each of such Distribution
Agreements).


“Products and Spare Parts Inventory Listing” has the meaning given such term in
Section 3.1(b).


“Purchase Price” has the meaning given such term in
Section 2.2.


“Rules” has the meaning given such term in Section 13.1.


“Security Agreement” has the meaning given such term in
Section 2.3(a).


“Service/Applications
Support Compensation” has the meaning given such term in Section 4.4(c).


“Service/Applications
Support Contract” has the meaning given such term in Section 4.4(a).


“Service/Applications
Support Contract Listing” has the meaning given such term in Section 4.4(b).


“Spare Parts” means the spare parts related to the
Products subject to the Distribution Agreements (as the term Spare Parts is
defined in each of such Distribution Agreements).


“Spare Parts Commission” has the meaning given such term in
Section 4.3(c).


“Spare Parts Inventory” has the meaning given such term in
Section 3.1(a).


“Spare Parts Purchase
Order Listing” has the meaning given such term in Section 4.3(b).


“System Start-Up Listing” has the meaning given such term in
Section 4.2(c).


“System Start-Up
Compensation” has the meaning given such term in Section 4.2(c).


“Termination Date” has the meaning given such term in
Section 9.3.


“Transfer Amount” means, in relation to an individual employee, the
proceeds of the policy in respect of the Metron Scheme.


“Transferred Employee Tools and Equipment Purchase Price” has the meaning given such term in
Section 6.4.


“Transferred Employees” has the meaning given such term in
Section 6.1.


 


-6-

















 


“Transition Period” means the period commencing on the
Effective Date and ending on the Closing Date.


“Transition Plan” means the plan to be agreed by FSI and
Metron in accordance with Section 11.5 and thereafter attached hereto as Schedule 11.5 for transitioning the
Distribution Business from Metron to FSI during the Transition Period.


“Warranty Compensation” has the meaning given such term in
Section 4.5(d).


“Warranty Listing” has the meaning given such term in
Section 4.5(c).


“1998 Distribution Agreement” has the meaning given such term in the
Preamble to this Agreement.


“2000 Distribution Agreement” has the meaning given such term in the
Preamble to this Agreement.


1.2          Interpretation. 
Whenever used in this Agreement, the singular shall be construed to
include the plural and vice versa, where applicable, and the use of the
masculine, feminine or neuter gender shall include the other genders.  The word “including”
means “including without limitation”. 
The subject matter and language of this Agreement has been the subject
of negotiations between the parties and their respective counsel, and this
Agreement has been jointly prepared by their respective counsel.  Accordingly, this Agreement shall not be
construed against any party on the basis that this Agreement was drafted by
such party or its counsel.  References
to Sections, Articles, exhibits or schedules herein shall be to the Sections,
Articles, exhibits and schedules contained in or attached to this Agreement,
unless otherwise specified.


ARTICLE II


PURCHASE OF DISTRIBUTION BUSINESS


2.1          Sale and
Purchase.  On the terms and subject to the conditions
of this Agreement, Metron agrees to sell and FSI agrees to purchase on the
Closing Date, all of Metron’s right, title and interest in the Distribution
Business, excluding the Israel Distribution Business.


2.2          Consideration. 
The consideration for the early termination of the Distribution
Agreements in accordance with Section 2.8 shall be U.S. $2.75 million (the “Premium”).  The amount of (i) the Premium plus
(ii) the payments of the Inventory Repurchase Price (which shall be
based on the Products and Spare Parts Inventory Listing as of the Closing Date
and subject to application of the limitations on FSI inventory repurchase
obligations in Section 3.3) and the Demonstration Equipment Repurchase Price
(which shall be based on the Demonstration Equipment Listing as of the Closing
Date) to be made by FSI in respect of the repurchase of Product Inventory,
Spare Parts Inventory and Demonstration Equipment in accordance with Article
III hereof (such payments, the “Inventory
and Equipment Payments”) plus (iii)
any value added taxes assessable on the Product Inventory, Spare Parts
Inventory and Demonstration Equipment, to the extent required by law, to be
paid by FSI plus (iv) the payment
of the Transferred Employee Tools and Equipment Purchase Price to be made by
FSI in respect of the


 


-7-

















 


purchase of certain property used by the Transferred
Employees in accordance with Section 6.4 less
(v) the System Start-Up Compensation (which shall be based on the
System Start-Up Listing as of the Closing Date and the parties’ agreement as to
the percentage completion for each Closing Date System Start-Up) to be paid by
Metron in accordance with Section 4.2 less (vi)
the Service/Applications Support Compensation (which shall be based on the Service/Applications
Support Contract Listing as of the Closing Date) to be paid by Metron in
accordance with Section 4.4 less (vii)
the Warranty Compensation (which shall be based on the Warranty Listing as of
the Closing Date) to be paid by Metron in accordance with Section 4.5(d) is
referred to, collectively, as the “Purchase
Price”.  Metron and FSI each
agree to cooperate in good faith to take such actions as the other party may
reasonably request (after consultation with its financial advisor) in order to
ensure that the payment of the Premium is exempt from value added taxes under
applicable law, including cooperating in such other party’s request (at the
expense of such other party) for a ruling from the appropriate taxing
authorities in The Netherlands that the payment of the Premium is exempt from
value added tax under the Laws of the Netherlands.


2.3          Cash Advance; Note and Security
Agreement.


(a)            On the Effective Date, as a
prepayment of a portion of the Purchase Price to be paid on the Closing Date, FSI
will make an advance payment to Metron in an initial principal amount of U.S.
$3.0 million (the “Initial Cash Advance”)
in the form of a loan made pursuant to the Note, dated the Effective Date, by
Metron to FSI and attached hereto as Exhibit
E (the “Note”) and
related Security Agreement, dated the Effective Date, by and between MTDC and
FSI (the “Security Agreement”).  The Note will provide that FSI will make
additional advance payments (each, an “Additional
Cash Advance”) as prepayments of a portion of the Purchase Price to
be paid on the Closing Date in an aggregate amount up to U.S. $1.0 million
pursuant to the Note and the Security Agreement upon satisfaction of the
conditions set forth in Section 2.3(b). 
The amount of the Initial Cash Advance and the aggregate amount of the
Additional Cash Advances, the “Cash Advance”.


(b)           Within thirty (30) days after the
Effective Date, FSI will use its commercially reasonable efforts to review and
examine, on a country by country basis, the Product Inventory and the Spare
Parts Inventory that is subject to repurchase hereunder to determine the
adequacy and sufficiency of such inventory as collateral for making Additional
Cash Advances.  If, after such review
and examination, the Product Inventory and Spare Parts Inventory in any country
is reasonably determined to be Product Inventory and Spare Parts Inventory that
meets the requirements of Section 3.3 hereunder for repurchase by FSI
hereunder, FSI will make an Additional Cash Advance to Metron under the Note based
on the gross book value of the amount of such Product Inventory and Spare Parts
Inventory in such country that will be held by Metron or the applicable Metron
Selling Affiliate as of, and be transferred to FSI on, the Closing Date (taking
into account historical and projected sales and replenishment of such inventory
in the applicable country) under the terms of this Agreement.  To the extent that the Product Inventory and
Spare Parts Inventory in the applicable country is not subject to a Lien, FSI
may request that any such Additional Cash Advance be subject to a first
priority Lien in favor of FSI on such Product Inventory and Spare Parts
Inventory, and Metron shall, and shall cause the applicable Metron Selling
Affiliate to, cooperate in the execution and delivery of appropriate agreements
and instruments to evidence such Lien; provided,
that obtaining such Lien shall not be a


 


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condition of FSI making an Additional Cash Advance,
and any costs and expenses incurred in obtaining such first priority Liens
shall be paid by FSI.


2.4          Payments  on Closing.


(a)            No later than five (5) business days
prior to the Closing Date, FSI and Metron shall agree on an estimate of the
aggregate Purchase Price (the “Estimated
Purchase Price”) equal to (i) the Premium, (ii) an estimate of the
Inventory and Equipment Payments (based on the most recent Products and Spare
Parts Inventory Listing and the Demonstration Equipment Listing delivered by
Metron in accordance with Sections 3.1(b) and 3.1(c) and subject to application
of the limitations on FSI inventory repurchase obligations in Section 3.3),
(iii) an estimate of any value added taxes assessable on the Product Inventory,
Spare Parts Inventory and Demonstration Equipment, to the extent required by
law, (iv) an estimate of the Transferred Employee Tools and Equipment Purchase
Price, (v) an estimate of the System Start-Up Compensation (based on the most
recent System Start-Up Listing delivered by Metron in accordance with Section
4.2(b) and the parties’ good faith estimate of Closing Date System Start-Ups
and related percentage completion), (vi) an estimate of the
Service/Applications Support Compensation (based on the most recent
Service/Applications Support Contract Listing delivered by Metron in accordance
with Section 4.4(b)), and (vii) an estimate of the Warranty Compensation (based
on the most recent Warranty Listing delivered by Metron in accordance with
Section 4.5(c)).  Each such Listing, and
each such estimate, shall be separately identified for each Metron Selling
Affiliate listed in Exhibit A.


(b)           On the Closing Date, if the amount of
the Estimated Purchase Price is greater than the amount of the Cash Advance,
FSI shall for itself and on behalf of the FSI Purchasing Affiliates (i) pay to
Metron, which shall take receipt for itself and on behalf of the Metron Selling
Affiliates, an amount (the “FSI Closing Date
Payment”) in United States Dollars equal to the Estimated Purchase
Price less the amount of the Cash
Advance and less the FSI Holdback
Amount and (ii) shall forgive all amounts outstanding under the Note in respect
of the Cash Advance.  For purposes of
this Agreement, the “FSI Holdback Amount”
shall be an amount equal to the lesser of (x) U.S. $750,000 and (y) the
difference between the Estimated Purchase Price and the amount of the Cash
Advance.  Subject to obtaining the
required ratification or approval by the shareholders of Metron, a portion of
the FSI Closing Date Payment in an amount equal to U.S. $2,750,000 (the “Metron Shares Value”) shall be made by
FSI’s assignment and transfer to Metron or its designated agent of share
certificates representing 1,154,492 shares of Metron Common Stock (the “Metron Shares”).  In the event that such shareholder ratification or approval is
not obtained prior to the Closing Date, the FSI Closing Date Payment shall
consist entirely of cash.  In addition,
in the event that the Metron Shares Value exceeds the FSI Closing Date Payment,
the number of Metron Shares shall be reduced to a number representing the
amount of the FSI Closing Date Payment. 
The cash portion of the FSI Closing Date Payment shall be made by wire
transfer of immediately available funds to an account designated in writing by
Metron.


(c)            On the Closing Date, if the
Estimated Purchase Price is less than the amount of the Cash Advance, (i)
Metron shall pay FSI an amount (the “Metron
Closing Date Payment”) in United States Dollars equal to the Cash
Advance less the amount of the
Estimated Purchase Price and (ii) FSI shall forgive all amounts outstanding
under the Note in respect of the Cash Advance.


 


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The Metron Closing Date Payment shall be made by wire
transfer of immediately available funds to an account designated in writing by
FSI.


2.5          Final
Purchase Price Payment.


(a)            No later than sixty (60) days after
the Closing Date, the parties shall agree on the Purchase Price for purposes of
adjusting the FSI Closing Date Payment or the Metron Closing Date Payment, as
applicable, made on the Closing Date. 
In determining the Purchase Price the parties shall cooperate with each
other and provide each other with reasonable access to all books and records
relating to the Distribution Business in their respective possession necessary
to determine, review and verify the components of the Purchase Price.  If the parties are not able to agree on the
Purchase Price within one hundred twenty (120) days after the Closing Date, any
disputes related thereto shall be resolved by arbitration in accordance with
Article XIII.


(b)           If
FSI made the FSI Closing Date Payment and the Purchase Price, as determined in
accordance with this Section 2.5,


(i)            exceeds the Estimated Purchase
Price, FSI shall pay to Metron the amount of such excess plus the FSI Holdback
Amount,


(ii)           is less than the Estimated Purchase
Price but the amount of such shortfall is less than the FSI Holdback Amount,
FSI shall pay to Metron an amount equal to the FSI Holdback Amount less the
amount of such shortfall, or


(iii)          is less than the Estimated Purchase
Price and the amount of such shortfall exceeds the FSI Holdback Amount, Metron
shall pay to FSI the amount of such shortfall less the FSI Holdback Amount; provided, however, in no event shall
Metron be required to pay an amount that, together with the FSI Holdback
Amount, exceeds U.S. $1.25 million plus the amount of the System Start-Up
Compensation, the Service/Applications Support Compensation and the Warranty
Compensation.


In the event that
the number of Metron Shares was reduced in accordance with Section 2.4(b) and
subject to obtaining the required ratification or approval by the shareholders
of Metron, FSI may pay any amount owing under clauses (i) or (ii) of this
Section 2.5(b), or any portion of such amount, by FSI’s assignment and transfer
to Metron or its designated agent of Metron Shares so long as the number of
Metron Shares so assigned, together with any Metron Shares assigned pursuant to
Section 2.4(b) in respect of the FSI Closing Date Payment, do not exceed the
Metron Shares Value.  For the purposes
of determining the number of Metron Shares to be assigned and transferred, the
value of each Metron Share shall be the same as set forth in Section 2.4(b).  In the event such shareholder ratification
or approval is not obtained prior to the Closing Date, any amount owing by FSI
under clauses (i) or (ii) of this Section 2.5(b) shall be paid entirely in
cash.


(c)            If
Metron made the Metron Closing Date Payment and the Purchase Price, as
determined in accordance with this Section 2.5,


(i)            exceeds the Estimated Purchase
Price, FSI shall pay to Metron the amount of such excess,


 


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(ii)           is less than the Estimated Purchase
Price, Metron shall pay to FSI the amount of such shortfall; provided, however, in no event shall
Metron be required to pay an amount that, together with the Metron Closing Date
Payment, exceeds U.S. $1.25 million plus the amount of the System Start-Up
Compensation, the Service/Applications Support Compensation and the Warranty
Compensation.


2.6          Offset. 
The parties agree that any amounts owed by a party hereunder are subject
to the right of such party to offset such amounts by amounts owed to such party
by the other party hereunder.  For the
avoidance of doubt, any amounts owed by FSI to Metron in respect of the
Purchase Price may be offset against amounts owed by Metron to FSI under the
Note in respect of the Cash Advance. 
Except for offsets of amounts owed by FSI to Metron in respect of the
Purchase Price against amounts owed by Metron to FSI under the Note, all
offsets shall require the prior written approval of each of the Chief Financial
Officers of Metron and FSI.


2.7          Single
Payment.  Metron and FSI agree that all cash payments
required to be made under this Agreement shall be made solely by FSI to Metron
in United States Dollars.  Payment under
this Article II by  FSI to Metron shall
constitute payment in full by FSI and the FSI Purchasing Affiliates of all
amounts due and payable under this Article II, and neither FSI nor the relevant
FSI Purchasing Affiliates shall have any obligations to make any payments
directly to the Metron Selling Affiliates. 
Metron undertakes to transfer to each of the Metron Selling Affiliates
such amounts of the Purchase Price to which each such Affiliate may be entitled
based on its ownership or possession of Product Inventory, Spare Parts
Inventory and/or Demonstration Equipment transferred pursuant to Articles III
and IV.


2.8          Termination of Distribution
Agreements; Effectiveness of Israel Distribution Agreement.


(a)            The parties agree on behalf of
themselves and their respective Affiliates that, as of the Closing Date, the
Distribution Agreements shall terminate in accordance with their terms but
subject to the terms of this Agreement. 
Except as expressly provided in this Agreement, each party and such
party’s insurers, successors and assigns, hereby releases and forever
discharges, effective as of the Closing Date, the other party hereto and its
Affiliates, shareholders, directors, officers, employees, agents, consultants,
successors and assigns from any and all liabilities, claims, demands and causes
of action, either in law or in equity, known or unknown, liquidated or
unliquidated, which have arisen or may arise out of or are in any way connected
with the Distribution Agreements on account of any act, omission, event,
occurrence, representation, warranty, failure, default or breach, actual or
asserted, of any party hereto or its officers, employees, agents, consultants on
or prior to the Closing Date; provided,
however, the parties agree that
the foregoing shall not apply to those provisions of the Distribution
Agreements and associated remedies that, in accordance with Section 5.6 of each
Distribution Agreement, survive the Closing Date.  The parties further agree on behalf of themselves and their
respective Affiliates that, as of the Effective Date, their respective rights
to terminate the Distribution Agreements under the terms of such agreements
shall be suspended and of no force and effect until such time as this Agreement
is terminated in accordance with its terms.


(b)           Subject to all of the terms and
conditions of this Agreement, on the Closing Date, Metron and FSI shall execute
the Israel Distribution Agreement.


 


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ARTICLE III


REPURCHASE OF INVENTORY AND EQUIPMENT


3.1          Repurchase
of Inventory.


(a)            Subject to FSI’s right of inspection
and approval provided in Section 3.3, on the Closing Date, the relevant FSI
Purchasing Affiliates shall repurchase from the relevant Metron Selling
Affiliates (i) the inventory of Products (such inventory, “Product Inventory”) as of the Closing Date
and (ii) Spare Parts inventory (such inventory, “Spare Parts Inventory”) as of the Closing Date, provided that in each case such inventory
was purchased by Metron or the relevant Metron Selling Affiliate, with respect
to SCD system Products, within one (1) year of the Closing Date, and, with
respect to MLD system Products, within two (2) years of the Closing Date.  The foregoing shall exclude Product
Inventory and Spare Parts Inventory held for sale in Israel.


(b)           On or before the Effective Date,
Metron has provided FSI with a true and correct summary schedule of the Product
Inventory and the Spare Parts Inventory together with all Aging Spare Parts
Inventory held by Metron or the Metron Selling Affiliates as of August 31,
2002, which schedule is attached hereto as Schedule
3.1(b).  No later that thirty
(30) days from the Effective Date, Metron shall provide FSI with a detailed
list (a “Products and Spare Parts Inventory
Listing”) of each of the Product Inventory and the Spare Parts
Inventory together with all Aging Spare Parts Inventory held by Metron or the
Metron Selling Affiliates as of August 31, 2002.  Within thirty (30) days following the end of each calendar month
from the Effective Date to the Closing Date, Metron shall provide FSI with an
updated Products and Spare Parts Inventory Listing, as of the end of such
calendar month, including a listing as of the Closing Date; provided, that the Products and Spare
Parts Inventory Listing to be delivered within thirty (30) days from the end of
October 2002 shall include Products and Spare Parts Inventory Listings as of
the end of September 2002 and as of the end of October 2002.  Such Products and Spare Parts Inventory
Listings shall indicate the relevant Metron Selling Affiliate owning such
inventory and shall further specify the location, cost and part or product
number of each Spare Part or Product, as the case may be.


(c)            The price to be paid by FSI to
Metron for receipt on behalf of itself and each Metron Selling Affiliate on the
Closing Date for Product Inventory and Spare Parts Inventory as of the Closing
Date (the “Inventory Repurchase Price”)
shall be equal to (i) the gross book value of such Product Inventory and
Spare Parts Inventory as reflected in the accounts of Metron and the Metron
Selling Affiliates consisting of the Base Cost, customs duties and freight, as
and if adjusted for currency translation plus (ii) applicable value added
taxes if assessable on Metron’s Base Cost for such Product Inventory and Spare
Parts Inventory under the relevant laws of the country in which the Product
Inventory and Spare Parts Inventory is repurchased.  Payment of the Inventory Repurchase Price shall be made in
accordance with the terms of Article II governing payment of the Purchase
Price.  For purposes of reviewing and
verifying the Inventory Repurchase Price, including the Base Cost, customs
duties and freight, Metron shall provide FSI at FSI’s request with reasonable
access to the books and records of Metron and the Metron Selling Affiliates
relating to the components of Base Cost, customs and freight for the Product
Inventory and Spare Parts Inventory to be purchased by FSI in accordance with
this Section 3.1.


 


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(d)           Product Inventory and Spare Parts
Inventory shall not include any inventory of Common Parts, and the FSI
Purchasing Affiliates shall have no obligation to repurchase any Common Parts
held by the Metron Selling Affiliates. 
For purposes of this Agreement, “Common
Parts” means parts that were not originally purchased from FSI and
that are used or sold by Metron both in the conduct of the Distribution
Business and in the conduct of other businesses in which Metron is engaged.


(e)            If and to the extent that any Metron
Selling Affiliate possesses Aging Spare Parts Inventory identified in the
Products and Spare Parts Inventory Listing, 
FSI shall have the right, but not the obligation, to cause the relevant
FSI Purchasing Affiliate to purchase all or any part of any such Aging Spare
Parts Inventory on the Closing Date on the terms set forth in Section 3.1(c)
above.  If and to the extent FSI does not
cause its Affiliates to purchase any amount of such Aging Spare Parts Inventory
or any Product Inventory or Spare Parts Inventory in accordance with Section
3.3(a) as of the Closing Date, Metron shall make a written offer to FSI for the
sale of all such Aging Spare Parts Inventory, Product Inventory or Spare Parts
Inventory not purchased at the Closing within sixty (60) days after the Closing
Date.  Such offer shall set forth a
detailed list of the Aging Spare Parts Inventory, Product Inventory or Spare Parts
Inventory to be purchased together with the price and delivery terms for such
Aging Spare Parts Inventory, Product Inventory or Spare Parts Inventory.  Such list shall indicate the relevant Metron
Selling Affiliate owning such inventory and shall further specify, by Spare
Part, the quantity, location, price, and part description and number.  FSI shall have fifteen (15) days in which to
accept or reject such offer.  In the event
FSI rejects the offer, Metron and its Affiliates shall be free to sell such
Aging Spare Parts Inventory, Product Inventory and Spare Parts Inventory  notwithstanding the terms of Section 11.1.


(f)            Within thirty (30) days of the
Effective Date, Metron shall provide FSI with (i) its current Spare Parts price
list and the methodology it uses for determining the prices Metron and the
Metron Selling Affiliates quote to customers for Spare Parts and (ii) a list of
any Spare Parts, service support and applications support price lists that are
specific to any of customers of Metron and the Metron Selling Affiliates.


3.2          Repurchase
of Equipment.


(a)            On the Closing Date FSI shall
repurchase from Metron its demonstration equipment used for the sale of
Products under the Distribution Agreements (excluding such equipment that is
used for the sale of Products in Israel) (such equipment, the “Demonstration Equipment”) as of the
Closing Date.


(b)           No later than thirty (30) days from
the Effective Date, Metron shall provide FSI with a detailed list (a “Demonstration Equipment Listing”) of the
Demonstration Equipment purchased from FSI by Metron and held by Metron or its
Affiliates as of August 31, 2002.  Such
Demonstration Equipment Listing shall indicate Metron or the relevant Metron
Selling Affiliate owning or possessing such Demonstration Equipment and shall
further specify the product number, location and current book value of each
such item of Demonstration Equipment. 
Within thirty (30) days following the end of each fiscal quarter of
Metron from the Effective Date to the Closing Date, or at such other times as
the parties may agree, Metron shall provide FSI with an updated Demonstration
Equipment Listing, including a listing as of Closing Date.


 


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(c)            The price to be paid by FSI or the
relevant FSI Purchasing Affiliate to Metron (for receipt on behalf of itself
and each relevant Metron Selling Affiliate) on the Closing Date for
Demonstration Equipment as of the Closing Date (the “Demonstration Equipment Repurchase Price”) shall be
(i) the book value of such equipment, plus (ii) value added taxes
assessable on Metron’s Base Cost for such equipment under the laws of the
relevant country in which the equipment is repurchased.  Payment of the Demonstration Equipment
Repurchase Price shall be made in accordance with the terms of Article II
governing payment of the Purchase Price.


3.3          Limitations on Repurchase
Obligations.


(a)            Notwithstanding the foregoing, FSI
reserves the right to reasonably reject and shall have no obligation to
repurchase Product Inventory or Spare Parts Inventory (i) which is not in the
condition (including original packaging) as originally delivered to Metron or
(ii) which does not meet FSI’s then current design standards.  In addition, FSI may reject, in its sole
discretion, and FSI shall have no obligation to repurchase Product Inventory or
Spare Parts Inventory that was purchased by Metron or the relevant Metron
Selling Affiliate, with respect to SCD system Products, more than one (1) year
prior to the Closing Date, and, with respect to MLD system Products, more than
two (2) years prior to the Closing Date.


(b)           In order to exercise the foregoing
rights, FSI and its authorized representatives shall have the right during the
Transition Period to review and inspect the Product Inventory, Spare Parts
Inventory and Aging Spare Parts Inventory in accordance with the terms of
Section 11.2.


3.4          Returns
during Transition Period.  During the
Transition Period, the parties agree that any returns of Products or Spare
Parts shall be governed by the terms of the Distribution Agreements.  The terms and conditions of FSI’s then
current Spare Parts policy in effect under the Distribution Agreement
(including the restrictions on repurchase of obsolete Spare Parts inventory)
shall otherwise apply to the repurchase of Spare Parts Inventory hereunder,
except to the extent such Spare Parts policy contradicts or is inconsistent
with the express terms and conditions in this Article III.


3.5          Delivery to
FSI.  Metron shall and shall cause the Metron
Selling Affiliates to deliver the Product Inventory, Spare Parts Inventory and
Demonstration Equipment purchased by the FSI Purchasing Affiliates on the
Closing Date free and clear of all Liens in accordance with the Transition Plan
and the written instructions of FSI and pursuant to the documents and
instruments to be delivered by Metron pursuant to Section 8.4(b).  Any freight and customs charges payable or
value added taxes payable in connection with the repurchase by FSI of the
Product Inventory, Spare Parts Inventory and Demonstration Equipment shall be
paid by FSI and the FSI Purchasing Affiliates. 
FSI and the FSI Purchasing Affiliates shall specify the shipping terms
in writing to Metron no fewer than ten (10) days prior to the date of transfer
including the manner of shipment, the identity of the carrier and the shipment
destination.


 


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ARTICLE IV


ASSUMPTION OF PURCHASE ORDERS AND AGREEMENTS


4.1          Purchase
Orders for Products.


(a)            On the Closing Date, Metron shall,
and shall cause the Metron Selling Affiliates to, transfer to the designated
FSI Purchasing Affiliates, and the FSI Purchasing Affiliates shall assume, all
remaining obligations outstanding under purchase orders for Products
outstanding as of the Closing Date to the extent permitted by the terms of each
such purchase order.  The responsibility
for accepting orders for Products, invoicing customers, distributing Products
to customers and servicing customers shall transfer from Metron and its
Affiliates to FSI or its Affiliates on the Closing Date.  The foregoing shall exclude purchase orders
for the sale of Products in Israel.


(b)           No later than thirty (30) days from
the Effective Date, Metron shall provide FSI with a detailed list (a “Product Purchase Order Listing”) of each
purchase order for Products outstanding (i.e., remaining to be fulfilled) as of
August 31, 2002 (excluding purchase orders for the sale of Products in
Israel).  The Product Purchase Order
Listing shall indicate Metron or the relevant Metron Selling Affiliate holding
each order, the applicable customer, customer location, date of acceptance of
order, Product description, quantity and value of purchase order and any
start-up, installation and commissioning obligations remaining to be fulfilled.  Within thirty (30) days following the end of
each fiscal quarter of Metron from the Effective Date to the Closing Date, or
at such other times as the parties may agree, Metron shall provide FSI with an
updated Product Purchase Order Listing, including a listing as of the Closing
Date.


(c)            With
respect to purchase orders for Products that are outstanding as of the Closing
Date and transferred to and assumed by FSI or the FSI Purchasing Affiliates in
accordance with Section 4.1(a) (“Closing
Date Product Purchase Orders”), FSI, for itself and on behalf of the
FSI Purchasing Affiliates, agrees to pay Metron, which shall take receipt on
behalf of itself and the Metron Selling Affiliates, the following commissions
(each, a “Product Commission”) on
such Closing Date Product Purchase Orders:


(i)            for Closing Date Product Purchase
Orders for the purchase of SCD system Products, a Product Commission equal to [***] of the Net Invoice Price, and


(ii)           for Closing Date Product Purchase
Orders for the purchase of MLD system Products, a Product Commission equal to [***] of the Net Invoice Price.


Notwithstanding
the foregoing, FSI shall have no obligation to pay the Product Commission on
Closing Date Product Purchase Orders with respect to which the Products subject
to the order do not ship within twelve (12) months from the Closing Date, so
long as such delay in shipment is at the request of the customer or due to
action on the part of the customer (including cancellation of the Closing Date
Product Purchase Order); provided, however,
in the event that a customer cancels a Closing Date Product Purchase Order
after the Closing Date and subsequently submits a purchase order for Products
that is substantially equivalent (including as to quantity, price, type


 


*Confidential
Treatment Requested


 


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of Product and
delivery location) to the cancelled Closing Date Product Purchase Order and the
Products subject to such new purchase order ship within twelve (12) months from
the Closing Date, FSI shall pay Metron the Product Commission on such purchase
order up to the amount that would have been paid in respect of the Product
Commission on the cancelled Closing Date Product Purchase Order.  The parties agree to conduct their business
in the ordinary course during the Transition Period.  During the Transition Period, FSI agrees not to encourage
customers to either postpone the placement of orders until after March 1, 2003
or to cancel current orders with Metron, and Metron agrees not to encourage
customers to accelerate the placement of orders.  FSI shall pay amounts owed to Metron in respect of the Product
Commission within thirty (30) days after FSI’s shipment of the Products.  Metron shall be responsible for transmitting
to the appropriate Metron Selling Affiliate any such commissions allocable to
such of Metron’s Affiliates.


(d)           During the Transition Period, FSI and
Metron agree to continue the discount sharing arrangements set forth in the
Distribution Agreements.


(e)            Neither Metron nor any of the Metron
Selling Affiliates shall have any right to receive any commissions on or
otherwise receive remuneration for purchase orders generated or received after
the Closing Date for Products or for any other equipment, warranties or
services or amounts billed under such purchase orders.


4.2          System
Start-Ups.


(a)            On the Closing Date, Metron shall,
and shall cause the relevant Metron Selling Affiliates to, transfer to FSI or
the relevant FSI Purchasing Affiliates, and FSI or the FSI Purchasing
Affiliates shall assume, all remaining outstanding obligations for system
start-up, installation and commissioning under purchase orders for Products
that have been shipped but for which the system start-up, installation and
commissioning is not completed as of the Closing Date (collectively, the “Closing Date System Start-Ups”).  The foregoing shall exclude Closing Date
System Start-Ups for Products in Israel.


(b)           No later than thirty (30) days from
the Effective Date, Metron shall provide FSI with a detailed list (a “System Start-Up Listing”) of each purchase
order for which for system start-up, installation and commissioning remains to
be completed as of August 31, 2002.  The
System Start Up Listing shall indicate Metron or the relevant Metron Selling
Affiliate responsible for such System Start-Up, the applicable customer,
customer location, date of acceptance of order, system start-up, installation
and commissioning to be performed, amount in the purchase order attributable to
start-up, installation and commissioning the start-up, installation and
commissioning obligations remaining to be fulfilled.  Within thirty (30) days following the end of each fiscal quarter
of Metron from the Effective Date to the Closing Date, or at such other times
as the parties may agree, Metron shall provide FSI with an updated System
Start-Up Listing, including a listing as of the Closing Date.


(c)            With respect to Closing Date System
Start-Ups assumed by FSI or the FSI Purchasing Affiliates pursuant to Section
4.2(a), Metron shall compensate FSI for the work remaining to complete all
Closing Date System Start-Ups.  The
amount of compensation to be paid by Metron in respect of such Closing Date
System Start-Ups (the “System Start-Up


 


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Compensation”) shall be determined by the parties by
multiplying the remaining percentage completion for each Closing Date System
Start-Up by the standard fee charged for start-up, installation and
commissioning for similar customers purchasing similar Products (or if the fee
for start-up, installation and commissioning is separately indicated in the
purchase order, by such fee).  The
parties determination of percentage completion shall be computed by dividing
the number of hours provided by Metron’s service engineers as of the Closing
Date by the standard total number of service engineer hours provided by Metron
for start-up, installation and commissioning for similar customers purchasing
similar Products.  Payment of the System
Start-Up Compensation shall be made in accordance with the terms of Article II
governing payment of the Purchase Price.


4.3          Purchase
Orders for Spare Parts.


(a)            On the Closing Date, Metron shall,
and shall cause the Metron Selling Affiliates to, transfer to FSI or the
relevant FSI Purchasing Affiliates, and FSI or the FSI Purchasing Affiliates
shall assume, all remaining obligations outstanding under purchase orders for
Spare Parts outstanding as of the Closing Date, to the extent permitted by the
terms of each such purchase order.  The
responsibility for accepting orders for Spare Parts, invoicing customers,
distributing Spare Parts to customers and servicing customers shall transfer
from Metron or its Affiliates to FSI or its Affiliates on the Closing
Date.  The foregoing shall exclude
purchase orders for the sale of Spare Parts in Israel.


(b)           No later than thirty (30) days from
the Effective Date, Metron shall provide FSI with a detailed list (a “Spare Parts Purchase Order Listing”) of
each purchase order for Spare Parts outstanding (i.e., remaining to be
fulfilled) as of August 31, 2002 (excluding purchase orders for the sale of
Spare Parts in Israel).  The Spare Parts
Purchase Order Listing shall indicate Metron or the relevant Metron Selling
Affiliate holding each such order, the applicable customer, customer location,
date of acceptance of order, spare parts description and quantity and value of
purchase order.  Within thirty (30) days
following the end of each fiscal quarter of Metron from the Effective Date to the
Closing Date, or at such other times as the parties may agree, Metron shall
provide FSI with an updated Spare Parts Purchase Order Listing, including a
listing as of the Closing Date.


(c)            With respect to purchase orders for
Spare Parts that are outstanding as of the Closing Date and transferred to and
assumed by FSI or its Affiliates in accordance with Section 4.3(a) (“Closing Date Spare Parts Purchase Orders”),
FSI for itself and on behalf of the FSI Purchasing Affiliates, agrees to pay
Metron which shall take receipt on behalf of itself and the Metron Selling
Affiliates, a commission equal to [***] of
the Net Invoice Price (the “Spare Parts
Commission”). 
Notwithstanding the foregoing, FSI shall have no obligation to pay the
Spare Parts Commission on Closing Date Spare Parts Purchase Orders with respect
to which the Spare Parts subject to the order do not ship within twelve (12)
months from the Closing Date, so long as such delay in shipment is at the
request of the customer or due to action on the part of a customer (including
cancellation of the Closing Date Spare Parts Purchase Order); provided, however, in the event that a
customer cancels a Closing Date Spare Parts Purchase Order after the Closing
Date and subsequently submits a purchase order for Spare Parts that is
substantially


 


*Confidential
Treatment Requested


 


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equivalent (including as to quantity, price, type of
Spare Part and delivery location) to the cancelled Closing Date Spare Parts
Purchase Order and the Spare Parts subject to such new purchase order ship
within twelve (12) months from the Closing Date, FSI shall pay Metron the Spare
Parts Commission on such purchase order up to the amount that would have been
paid in respect of the Spare Parts Commission on the cancelled Closing Date
Spare Parts Purchase Order.  FSI shall
pay amounts owed to Metron in respect of the Spare Parts Commission within
thirty (30) days after FSI’s shipment of the Spare Parts.  Metron shall be responsible for transmitting
to the appropriate Metron Selling Affiliate any such commissions allocable to
such of Metron’s Affiliates.


(d)           Neither Metron nor any of the Metron
Selling Affiliates shall have any right to receive any commissions on or
otherwise receive remuneration for purchase orders generated or received after
the Closing Date for Spare Parts or for any other equipment, warranties or
services or amounts billed under such purchase orders.


4.4          Assumption of Service and Support
Contracts.


(a)            On the Closing Date, Metron shall,
and shall cause the Metron Selling Affiliate to, transfer to FSI or the
relevant FSI Purchasing Affiliates, and FSI or the FSI Purchasing Affiliates
shall assume, all remaining obligations incurred in the ordinary course of
business and outstanding under service contracts, preventative maintenance and
application support contracts for Products or for Spare Parts entered into in
the ordinary course of business by Metron or the Metron Selling Affiliates with
customers purchasing Products or Spare Parts (each such contract, a “Service/Applications Support Contract”)  outstanding as of the Closing Date to the
extent permitted by the terms of each such contract.  The foregoing shall exclude Service/Applications Support Contract
for Products and Spare Parts in Israel.


(b)           No later than thirty (30) days from
the Effective Date, Metron shall provide FSI with a detailed list (a “Service/Applications Support Contract Listing”)
of each Service/Applications Support Contract entered into with respect to Products
or Spare Parts that is still in effect as of August 31, 2002 (excluding
contracts with customers in Israel). 
The Service/Applications Support Contract Listing shall indicate Metron
or the relevant Metron Selling Affiliate which is a party to each such contract
or commitment, the applicable customer, customer location, date and duration of
the contract and description of the contract, and the identity of the Metron
service technician principally responsible for such support.  Metron shall also provide a complete and
correct copy of each such Service/Applications Support Contract.  Within thirty (30) days following the end of
each fiscal quarter of Metron from the Effective Date to the Closing Date, or
at such other times as the parties may agree, Metron shall provide FSI with an
updated Service/Applications Support Contract Listing, including a listing as
of the Closing Date.


(c)            With respect to Service/Applications
Support Contracts that are outstanding as of the Closing Date (“Closing Date Service/Applications Support Contracts”)
assumed by FSI or the FSI Purchasing Affiliates pursuant to Section 4.4(a), if
customers have pre-paid any amounts payable under such contracts, Metron shall
compensate FSI (for receipt on behalf of itself and the FSI Purchasing
Affiliates) for the assumption of the remaining obligations under such
contracts.  The amount of compensation
to be paid by Metron in respect of such Closing Date


 


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Service/Applications Support Contracts (the “Service/Applications Support Compensation”)
shall be determined by the parties based upon the percentage completion of each
Closing Date Service/Applications Support Contract.  Payment of the Service/Applications Support Compensation shall be
made in accordance with the terms of Article II governing payment of the
Purchase Price.


(d)           Metron shall and shall cause the
relevant Metron Selling Affiliates to use commercially reasonable efforts to
assign to FSI or its Affiliates the Closing Date Service/Applications Support
Contracts, including using commercially reasonable efforts to cause customers
to approve and accept the assignment of such contracts to FSI or the FSI
Purchasing Affiliates.  In the event that
a customer does not accept or approve the assignment of its Closing Date
Service/Applications Support Contract to FSI or the relevant FSI Purchasing
Affiliate, Metron shall or shall cause its Affiliates to continue to perform
its obligations under such contract and, upon Metron’s reasonable request and
in connection therewith, FSI will make available to Metron the services of
FSI’s service technicians and Spare Parts to perform the services reasonably
necessary to the performance of such obligations.  FSI shall make such service technicians and Spare Parts available
to Metron upon terms and conditions to be mutually agreed by FSI and
Metron.  In the event FSI provides
service technicians or Spare Parts to fulfill a Service/Applications Support
Contract retained by Metron or a Metron Selling Affiliate, Metron shall or
shall cause the relevant Metron Selling Affiliate to pay over to FSI the full
amount of all payments received from the customer under such contract,
including the profit margin, less 10% to be retained by Metron.


(e)            Neither Metron nor any of the Metron
Selling Affiliates shall have any right to receive any commissions on or
otherwise receive remuneration in connection with the assignment of Closing
Date Service/Applications Support Contracts to FSI or the FSI Purchasing
Affiliates, including any right to receive any remuneration for amounts
received by FSI or the FSI Purchasing Affiliates for the performance under such
assigned contracts.


4.5          Assumption of Parts and Labor
Warranties.


(a)            With respect to Products and Spare
Parts purchased by Metron prior to the Closing Date, FSI shall retain all
obligations in respect of warranty parts in accordance with the terms and
conditions of FSI’s standard warranties set forth in the Distribution
Agreements.  In the event that Metron
has provided any extension of such parts warranty beyond such standard terms
and conditions and such extension remains in effect after the Closing Date,
Metron shall reimburse FSI for assuming any obligations under such extension of
FSI’s standard parts warranty.  The amount
to be reimbursed shall be agreed by the parties based on the parties’ warranty
experience for the Products subject to such extended warranty.


(b)           With respect to Products and Spare
Parts purchased by Metron prior to the Closing Date, FSI agrees to assume or
cause the FSI Purchasing Affiliates to assume all obligations of Metron or its
Affiliates in respect of any labor warranty remaining in effect as of the
Closing Date.  Metron shall reimburse
FSI for assuming any obligations under such any such labor warranty.  The amount to be reimbursed shall be agreed
by the parties based on the parties’ warranty experience for the Products and
on Metron’s average cost for service technicians (it being understood that the average
cost per hour shall be calculated by dividing the salary and


 


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benefits for the service technician by the customary
number of hours worked in the relevant jurisdiction) multiplied by the average
number of hours required to satisfy labor warranty claims for Products.


(c)            No later than thirty (30) days from
the Effective Date, Metron shall provide FSI with a detailed list (a “Warranty Listing”) of all outstanding
parts and labor warranties for Products or Spare Parts sold under the Distribution
Agreement (excluding warranties with for Products or Spare Parts sold in
Israel).  The Warranty Listing shall
indicate Metron or the relevant Metron Selling Affiliate obligated to perform
such warranty, the applicable customer, customer location, product and date of
sale, warranty obligation description (including whether it is a standard FSI
warranty or non-standard warranty), remaining warranty term and estimated cost
of the outstanding warranty obligation. 
Within thirty (30) days following the end of each fiscal quarter of
Metron from the Effective Date to the Closing Date, or at such other times as
the parties may agree, Metron shall provide FSI with an updated Warranty
Listing, including a listing as of the Closing Date.


(d)           With respect to parts and labor
warranties for Products or Spare Parts that are outstanding as of the Closing
Date (“Closing Date Warranty Obligations”)
assumed by FSI or the FSI Purchasing Affiliates pursuant to Sections 4.5(a) and
4.5(b), Metron shall compensate FSI for the assumption of such warranties.  The amount of compensation to be paid by
Metron in respect of such Closing Date Warranty Obligations (the “Warranty Compensation”) shall be
determined by the parties based on the Warranty Listing and in accordance with
Sections 4.5(a) and 4.5(b).  Payment of
the Warranty Compensation shall be made in accordance with the terms of Article
II governing payment of the Purchase Price.


(e)            In the event that a customer does
not accept or approve the assumption of its parts and labor warranty by FSI or
the relevant FSI Purchasing Affiliate, Metron shall or shall cause its
Affiliates to continue to perform its obligations under such warranty and, upon
Metron’s reasonable request and in connection therewith, FSI shall make
available to Metron the services of FSI’s service technicians and Spare Parts
to perform the services reasonably necessary to the performance of such
obligations.  Metron shall reimburse FSI
for providing such service technicians and Spare Parts.  The amount to be reimbursed in respect of
service technicians shall be based on FSI’s cost per hour for service
technicians (it being understood that the cost per hour shall be calculated
based on the salary and benefits for the service technician) multiplied by the
actual number of hours worked by the service technician to satisfy the warranty
obligation.  The amount to be reimbursed
in respect of Spare Parts shall, unless the Spare Part is subject to an FSI
warranty, be FSI’s cost for the Spare Part. 
If the Spare Part is subject to an FSI warranty, Metron shall have no
obligation to reimburse FSI for the Spare Part.


ARTICLE V


ACCOUNTS  RECEIVABLE AND INVOICES


5.1          Collection of Accounts Receivable.


(a)            Metron shall retain all accounts
receivable outstanding in connection with the Distribution Business as of the
Closing Date (the “Pre-Closing Accounts
Receivable”), and, except as provided below, shall be responsible
for all collection activities for such Pre-Closing


 


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Accounts Receivable. 
Subject to Section 5.1(c), in the event that FSI or any of its
Affiliates receives a payment in respect of any Pre-Closing Account Receivable,
FSI shall within thirty (30) days of receipt of such payment pay over such
payment to Metron.  In the event that
Metron or any of its Affiliates receives a payment in respect of any an account
receivable generated by FSI with respect to the Distribution Business
(excluding the Israel Distribution Business) after the Closing Date, Metron
shall within thirty (30) days of receipt of such payment pay over such payment
to FSI.


(b)           On the Closing Date, Metron shall
provide FSI with a listing, as of February 28, 2003, of all Pre-Closing
Accounts Receivable related to SCD system Products and MLD system Products.  FSI and Metron shall cooperate in good faith
in order to facilitate the prompt payment by customers to Metron or its
Affiliates of all such Product Pre-Closing Accounts Receivable.


(c)            In the event that any Product
Pre-Closing Account Receivable is more than sixty (60) days outstanding on the
Closing Date or becomes more than sixty (60) days outstanding at any time after
the Closing Date and the reason for non-payment by the customer is not the
result of any dispute with a customer stemming from a failure of the relevant
Product or any deficiency in respect of any post-Closing services assumed and
rendered by FSI or its Affiliates in accordance with this Agreement, FSI shall,
in exchange for Metron’s assignment of such Pre-Closing Account Receivable to FSI,
pay Metron in full for the amount outstanding under such Pre-Closing Account
Receivable and, upon such assignment, shall assume responsibility for all
collection activities for such Pre-Closing Account Receivable.  For the avoidance of doubt, the parties
agree that FSI shall have no obligation to assume responsibility for the
collection of any such Product Pre-Closing Account Receivable if Metron’s
failure to collect is due to a credit issue with the customer, the customer’s
cash flow problems or any disputes over proper invoicing or shipment of
Products made by Metron or its Affiliates prior to Closing.


5.2          Payment
of Open Invoices.  Metron shall continue to be
responsible, in accordance with the Distribution Agreements, for the payment of
all amounts owed to FSI under the Distribution Agreements accrued up to the
Closing Date in accordance with the prices and terms and conditions of sale of
FSI that were in effect as of the date of the sale, including all amounts under
any invoices issued by FSI to Metron for purchase of Products or Spare Parts
under the Distribution Agreements.


ARTICLE VI


EMPLOYEES


6.1          Employees of the Distribution
Business.  Schedule
6.1 sets forth a list of ninety-two (92) employees of Metron or its
Affiliates who are employed in the sales, marketing, support or servicing of
Products as part of the Distribution Business to be acquired by FSI pursuant to
this Agreement and includes each such employee’s job title, country of
residence and Metron Affiliate which is such employee’s employer.  Metron and FSI agree that, as of the Closing
Date, the number of employees to be transferred to FSI shall be the ninety-two
(92) employees set forth on Schedule 6.1,
less any number of such employees who resign or retire from the employ of
Metron or its Affiliates or who die or become disabled prior to the Closing
Date  (the employees so
transferred, the “Transferred Employees”).  Metron shall provide FSI with updates to the
list included on Schedule 6.1 from
time to time up to and including the Closing Date to


 


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reflect any changes in the list of such
employees.  No later that thirty (30)
days from the Effective Date, Metron shall provide FSI with (i) an update to Schedule 6.1 to include a brief summary of
the employment terms for each such employee, including compensation, salary,
bonus and commission arrangements, notice entitlement, date of birth and length
of service and (ii) an update to Schedule
9.1(j) to include all Employee Benefits to which each such employee
is entitled (other than Employee Benefit plans and arrangements that are
imposed by statute).  Metron shall not,
prior to the Closing Date, increase any compensation, modify any Employee
Benefits or otherwise alter the terms of employment of any of the Transferred
Employees, except for (x) compensation increases approved in advance and in
writing by FSI, (y) currently planned merit salary increases for a selected
number of Transferred Employees not to exceed [***]
of salary and (z) such modifications to Employee Benefits or employment terms
as are required by law.


6.2          Metron
Responsibilities.  Metron shall have the
following responsibilities and liabilities with respect to employees:


(a)            Metron shall be responsible for
undertaking all notifications and consultations with the appropriate
representatives of any employees of Metron who might be deemed to be employed
by the Distribution Business as of the Effective Date.


(b)           Metron shall be responsible for and
shall pay or cause its Affiliates to pay any and all severance or redundancy
costs together with all awards for unfair dismissal or failure of Metron to
comply with relevant laws and regulations relating to the transfer of
employees, including any consultation and notification obligations, which may
become due and owing to any person other than a person who, immediately after
the Closing, is one of the Transferred Employees.  Metron shall further pay or reimburse FSI for all amounts accrued
and due and owing to any Transferred Employees as of the Closing Date under
Employee Benefit plans which will be continued by FSI after the Closing.


(c)            Metron shall indemnify and hold
harmless FSI from and against all claims, costs, liabilities and damages
arising out of any claim by any person, including any Transferred Employee, for
payment of salary, bonus or commissions, for a breach of applicable laws or
regulations relating to the transfer of employees, for unfair dismissal, or for
payment of severance amounts or redundancy payments arising prior to or after
the Closing based solely on the acts or omissions of Metron prior to the
Closing.  In addition, Metron shall
indemnify and hold harmless FSI from and against all claims, costs, liabilities
and damages based on a claim for payment of severance amounts and redundancy
costs or unfair dismissal by any Metron employee by reason of constructive
termination of employment arising out of or based on the consummation of the
transactions contemplated by this Agreement. 
In the event that the employment of any employee of Metron, other than a
Transferred Employee, is deemed to transfer to FSI, whether by operation of law
or otherwise, FSI shall have the right to terminate such employee promptly, and
Metron shall indemnify and hold harmless FSI from and against all claims, costs
(including reasonable attorneys fees), liabilities and damages arising out of
any claim by any such person for payment of salary, bonus or commissions, for a
breach of applicable laws or regulations relating to the transfer of employees,
for unfair dismissal or for the


 


*Confidential
Treatment Requested


 


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payment of severance amounts or redundancy payments
arising, directly or indirectly from the employment transferred to FSI or its
termination by FSI; in exercising the foregoing rights, FSI shall use
commercially reasonable efforts so as to minimize the amount of any claims by
such employee for payment of salary, bonuses or commissions, for damages for
unfair dismissal or for the payment of severance and redundancy amounts.


(d)           No later than thirty (30) days from
the Effective Date, Metron shall provide to FSI all documents describing or
constituting Employee Benefits plans or arrangements applicable to the
Transferred Employees that are disclosed in the update to Schedule 9.1(j) to be delivered after the
Effective Date in accordance with Section 6.1.


(e)            Metron shall pay to the Transferred
Employees all salaries, bonuses, commissions, vacation pay, expenses claims,
sick pay and similar compensation due and payable to the Transferred Employees
through and including the Closing Date. 
In addition, Metron or the relevant Metron Selling Affiliate shall pay
to the Transferred Employees all commissions arising in respect of Closing Date
Product Purchase Orders and Closing Date Spare Parts Purchase Orders in
accordance with any commission plans or programs in effect at Metron for such
Transferred Employees.  All such amounts
referred to above shall be paid to the Transferred Employees on or before the
Closing Date.


(f)            Metron shall assign or shall cause
its relevant Affiliates to assign to FSI or its designated Affiliates all auto
leases held by Metron or its Affiliates on the Closing Date for automobiles
used by any of the Transferred Employees in the Distribution Business, subject
to the consent of the lessors, if necessary. 
In the event Metron or its Affiliates are unable to secure the consent
of any of the lessor to the assignment of such leases, Metron shall or shall
cause its Affiliates to continue to make all lease and insurance payments in
respect of such autos for the remainder of the lease term.  Metron shall invoice FSI for all such auto
lease and insurance payments on a monthly basis, which invoices shall be paid
by FSI within thirty (30) days of the date of invoice.


6.3          FSI
Responsibilities.  FSI shall have the following
responsibilities and liabilities with respect to Transferred Employees:


(a)            FSI shall consult with Metron and
provide Metron with all relevant information, in good faith, concerning FSI’s
plans for the Distribution Business in order to enable Metron to fulfill its
obligations to the employees of the Distribution Business as provided in
Section 6.2(a) above.  FSI shall further
participate with Metron in such consultations with employees as and to the
extent reasonably requested by Metron.


(b)           FSI shall continue the employment of
all of the Transferred Employees in accordance with their terms of employment
as such terms of employment exist on the Closing Date, and shall pay to the
Transferred Employees all salaries, bonuses, commissions, vacation pay,
expenses claims, sick pay and similar compensation to the Transferred Employees
arising after the Closing Date.


(c)            FSI shall continue all Employee
Benefits plans or replace such Employee Benefits plans with new or existing FSI
plans which are substantially the same as the Employee Benefits


 


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plans maintained by Metron for the benefit of the
Transferred Employees on the Closing Date, and shall pay to the Transferred
Employees all amounts arising under such Employee Benefit plans after the
Closing Date.


(d)           FSI shall indemnify and hold harmless
Metron from and against all claims, costs, liabilities and damages arising out
of any claim by a Transferred Employee for payment of salary, bonus or
commissions, for unfair dismissal or for payment of severance amounts or
redundancy payments in the event FSI terminates such Transferred Employee after
the Closing Date.


(e)            FSI shall indemnify and hold
harmless Metron from and against all claims, costs, liabilities and damages
related to the automobiles and automobile leases referred to in Section 6.2(f)
arising after the Closing, subject to Metron’s obligation to make lease
payments and insurance payments under Section 6.2(f) if the consent of a lessor
to assignment of an automobile lease is not obtained and to any recovery
obtained by Metron under insurance policies it maintains with respect to such
automobiles and automobile leases.


6.4          Employee
Property.  If and to the extent any of the Transferred
Employees utilize laptop computers, cell phones, pagers, calculators or similar
equipment in connection with their employment in the Distribution Business,
Metron shall permit the Transferred Employees to retain such equipment and FSI
shall compensate Metron at the rate of $1,000 for each Transferred Employee
possessing such equipment.  FSI shall
have no obligation to compensate Metron with respect to any Transferred
Employee who does not possess or use such equipment in his or her
employment.  In addition, to the extent
that any of the Transferred Employees utilize tools or training manuals and
tools in the course of providing support services for Products in the
Distribution Business, Metron shall permit such Transferred Employees to retain
such tools and training materials, and FSI shall compensate Metron for such
equipment at the net book value of such items. 
The aggregate amount of the compensation payable by FSI to Metron under
this Section 6.4 shall be referred to as the “Transferred
Employee Tools and Equipment Purchase Price.”  On or before the Closing Date, Metron shall
provide FSI with a list of those Transferred Employees possessing such
computers, cell phones, pagers, calculators, tools and training tools, together
with a list, by Transferred Employee, of all such equipment and items.


6.5          Applicability of Certain Provisions
to Employees Located in France.  The parties
agree that the provisions of Sections 6.1, 6.2, 6.3 and 6.4 shall not be
binding upon Metron or its Affiliate in France and shall have no force or
effect with respect to employees of Metron or its Affiliate in France who are
located in France unless and until (a) either Metron or its Affiliate in France
has informed and consulted with its Affiliate’s works council in France
regarding the transactions contemplated by this Agreement in accordance with
applicable laws and regulations relating to the transfer of employees located
in France, and (b) to the extent legally required as a result of such
consultations under applicable laws and regulations, such provisions have been
amended by mutual agreement of the parties with respect their application to
employees of Metron or its Affiliate in France who are located in France.


6.6          Non-Solicitation. 
Metron agrees that it will not and will not permit its Affiliates to
directly or indirectly solicit any FSI employee, including any of the
Transferred Employees, to become an employee, director, consultant or contractor
with or for Metron or any of its Affiliates


 


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or to enter into any agreement with any FSI employee
in any of the foregoing capacities for a period of one (1) year from the
Closing Date.  FSI agrees that it will
not and will not permit any of its Affiliates to directly or indirectly solicit
any Metron employee to become an employee, director, consultant or contractor
with or for FSI or any of its Affiliates or to enter into any agreement with a
Metron employee in any of the foregoing capacities for a period of one (1) year
from the Closing Date.  Notwithstanding
the foregoing, nothing in this Section 6.6 shall preclude either party from
soliciting or employing any employee of the other party or the other party’s
Affiliates who resigns from or is terminated by the other party or the other
party’s Affiliates or from soliciting or employing any employee of the other
party or the other party’s Affiliates who contacts the first party or its
Affiliates regarding potential employment or who responds to an advertisement
for a position with the first party or any of its Affiliates.


ARTICLE VII


FACILITIES


In the event that, as a result of the sale of the
Distribution Business to FSI, Metron expects to have excess facilities capacity
immediately following the Closing Date, Metron may notify FSI in writing no
later than January 1, 2003 of the identity, location and nature of such excess
capacity.  FSI shall determine its
anticipated need for facilities in order to operate the Distribution Business
no later than January 31, 2003 and shall notify Metron of its
determination.  In the event that FSI
determines in its sole discretion that it has a need for all or some of the
excess facilities capacity of Metron, the parties shall negotiate in good faith
with respect to one or more sub-leases of such facilities as the parties may
agree, and on such terms as the parties may agree, which shall in all cases be
arm’s length and fair market terms.


ARTICLE VIII


CLOSING AND CLOSING CONDITIONS


8.1          Closing. 
Subject to the satisfaction or waiver of the conditions set forth in
Sections 8.2 and 8.3 (but no such waiver of a condition shall constitute a
waiver of any rights or remedies otherwise available to a party hereunder,
including indemnification under Article XII for a breach of any
representation or warranty or covenant of the other party hereunder), the
closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at the offices
of Dorsey & Whitney LLP in Minneapolis, Minnesota on March 1, 2003 (the “Closing Date”) or at such other place and
on such other earlier or later date as may be mutually agreed by FSI and
Metron, in which case “Closing Date”
means the date so agreed.  The Closing
will be effective as of the close of business on the Closing Date.  The parties agree that all steps to be taken
at the Closing of the transactions contemplated by this Agreement are
interdependent with each other and, accordingly, each step taken at the Closing
shall have no effect until the consummation of all the transactions and
agreements contemplated in this Agreement in accordance with their respective
terms and conditions.


 


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8.2          Metron’s
Closing Conditions.  The
obligation of Metron to take the actions required to be taken by it at the
Closing is subject to the satisfaction or waiver, in whole or in part, in
Metron’s sole discretion, of each of the following conditions at or prior to
the Closing:


(a)            Representations
and Warranties of FSI.  The
representations and warranties of FSI set forth in Section 9.2 shall have been
true and correct in all material respects as of the Effective Date, and shall
be true and correct in all respects as of the Closing Date as if made at and as
of the Closing Date, except that (i) any such representation and warranty that
by its terms speaks only as to a specified date (other than the date hereof)
shall only need to be true and correct as of such date and (ii) any
inaccuracies in such representations and warranties as of the Closing Date
shall be disregarded (A) if the circumstances giving rise to all such
inaccuracies (considered collectively) do not have and would not reasonably be
expected to have a material adverse effect on Metron’s ability to reap the
benefits of the transactions contemplated by this Agreement (it being
understood that, for the purposes of determining the accuracy of such
representations and warranties as of the Closing Date, all materiality
qualifications contained in such representations and warranties shall be
disregarded) or (B) if the circumstances giving rise to such inaccuracies are
the result of any action taken or not taken pursuant to the terms of this
Agreement.


(b)           Covenants
of FSI.  FSI shall have
performed and complied in all material respects with each of its covenants and
agreements contained in this Agreement and required to be performed or complied
with by FSI prior to the Closing.


(c)            Consents
and Approvals.  All material
consents and approvals necessary for the completion of the transactions
contemplated by this Agreement, including all governmental and regulatory
consents and approvals, shall have been obtained, except where the failure to
obtain such consents or approvals would not have or would not reasonably be expected
to have a material adverse effect on Metron’s ability to reap the benefits of
the transactions contemplated by this Agreement.


(d)           Adverse
Laws or Proceedings.  No law
shall have been enacted or promulgated, and no judgment, order, ruling or
decree of any court, arbitrator or other judicial or governmental authority
shall have been issued and shall remain in effect, which restrains or enjoins
or otherwise prohibits the consummation of the transactions contemplated by
this Agreement, and no action, suit or proceeding by any person or Entity or
any governmental authority shall have been commenced which challenges or seeks
to prevent the completion of the transactions contemplated hereby.


(e)            Deliverables.  All of the documents required under Section
8.5 to be executed and delivered by FSI prior to or at the Closing pursuant to
this Agreement shall have been executed and delivered by FSI.


 


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8.3          FSI’s
Closing Conditions.  The
obligation of FSI to take the actions required to be taken by it at the Closing
is subject to the satisfaction or waiver, in whole or in part, in FSI’s sole
discretion, of each of the following conditions at or prior to the Closing:


(a)            Representations
and Warranties of Metron.  The
representations and warranties of Metron set forth in Section 9.1 shall have
been true and correct in all material respects as of the Effective Date, and
shall be true and correct in all respects as of the Closing Date as if made at
and as of the Closing Date, except that (i) any such representation and
warranty that by its terms speaks only as to a specified date (other than the
date hereof) shall only need to be true and correct as of such date and (ii)
any inaccuracies in such representations and warranties shall be disregarded if
(A) the circumstances giving rise to all such inaccuracies (considered
collectively) do not constitute and would not reasonably be expected to have a
material adverse effect on the Distribution Business or have a material adverse
effect upon FSI’s ability to reap the benefits of the transactions contemplated
by this Agreement (it being understood that, for the purposes of determining
the accuracy of such representations and warranties as of the Closing Date, all
materiality qualifications contained in such representations and warranties
shall be disregarded) or (B) if the circumstances giving rise to such
inaccuracies are as a result of any action taken or not taken pursuant to the
terms of this Agreement.


(b)           Covenants
of Metron.  Metron shall have
performed and complied in all material respects with each of its covenants and
agreements contained in this Agreement 
and required to be performed or complied with by Metron prior to the
Closing.


(c)            Consents
and Approvals.  All material
consents and approvals necessary for the completion of the transactions
contemplated by this Agreement, including all governmental and regulatory
consents and approvals, shall have been obtained, except where the failure to
obtain such consents or approvals would not have or would not reasonably be
expected to have a material adverse effect on the Distribution Business.


(d)           Adverse
Laws or Proceedings.  No law
shall have been enacted or promulgated, and no judgment, order, ruling or
decree of any court, arbitrator or other judicial or governmental authority
shall have been issued and shall remain in effect, which restrains or enjoins
or otherwise prohibits the consummation of the transactions contemplated by
this Agreement, and no action, suit or proceeding by any person or Entity or
any governmental authority shall have been commenced which challenges or seeks
to prevent the completion of the transactions contemplated hereby.


(e)            Deliverables.  All of the documents required under Section
8.4 to be executed and delivered by Metron prior to or at the Closing pursuant
to this Agreement shall have been executed and delivered Metron.


8.4          Metron
Deliveries at Closing.  Subject to
the conditions set forth in this Agreement, on the Closing Date, Metron shall
deliver to FSI or cause to be delivered to FSI:


(a)            Metron
Closing Certificate.  Metron
shall cause to be delivered a certificate of the appropriate officers of
Metron, dated as of the Closing Date, in which such officers shall certify that
the conditions set forth in Section 8.3(a) and (b) have been fulfilled.


 


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(b)           Metron
Bills of Sale, Etc.  Metron
shall, and shall cause the relevant Metron Selling Affiliate to, execute and
deliver such bills of sale, notarial deeds and/or other instruments of transfer
(together with evidence of the termination and release of all Liens on the
Product Inventory, Spare Parts Inventory, Demonstration Equipment and any other
assets of the Distribution Business to be transferred or assigned to FSI
pursuant to this Agreement) as FSI or the FSI Purchasing Affiliates may
reasonably request in order to convey, transfer, assign and deliver to FSI or
the relevant FSI Purchasing Affiliate free and clear of all Liens, the Product
Inventory, Spare Parts Inventory, Demonstration Equipment and other assets of
the Distribution Business sold to FSI and the FSI Purchasing Affiliates
pursuant to this Agreement.


(c)            Permits
and Product Registrations. 
Metron shall, and shall cause the relevant Metron Selling Affiliate to,
assign and deliver to FSI or the relevant FSI Purchasing Affiliate all Permits,
including Product Registrations, to the extent they are assignable, except
where the failure to assign and deliver such Permits or Product Registrations
would not have or would not reasonably be expected to have a material adverse
effect on the Distribution Business.


(d)           Delivery
of Records.  Subject to
the  terms of the Transition Plan,
Metron shall, and shall cause the relevant Metron Selling Affiliate to, deliver
to FSI or the relevant FSI Purchasing Affiliate all files (including, but not
limited to, the all warranty files for each system in the possession of Metron
or any Metron Selling Affiliate), records and other relevant supporting
documentation relating primarily to the Distribution Business (including
records and documentation in the possession of Metron or any Metron Selling
Affiliate that relate to labor and warranty obligations, Service/Applications
Support Contracts, Closing Date Product Purchase Orders and Closing Date Spare
Parts Purchase Orders assumed by FSI and the FSI Purchasing Affiliate pursuant
to this Agreement) (other than duplicate copies thereof that are maintained by
Metron for general corporate, tax and accounting purposes).


(e)            Metron
Closing Date Payment.  Metron
shall make the Metron Closing Date Payment in accordance with Section 2.4(c),
if applicable.


(f)            Other
Metron Deliverables.  Metron
shall deliver such other certificates, documents and instruments that FSI
reasonably requests for the purpose facilitating the consummation of the
transactions contemplated by this Agreement, except where the failure to
deliver such documents or instruments would not have or would not reasonably be
expected to have a material adverse effect on the Distribution Business.


8.5          FSI
Deliveries at Closing.  Subject to
the conditions set forth in this Agreement, on the Closing Date, FSI shall
deliver to Metron or cause to be delivered to Metron:


(a)            FSI
Closing Certificate.  FSI
shall cause to be delivered a certificate of the appropriate officers of FSI,
dated as of the Closing Date, in which such officers shall certify that the
conditions set forth in Section 8.2(a) and (b) have been fulfilled.


(b)           FSI
Closing Date Payment.  FSI
shall make the FSI Closing Date Payment in accordance with Section 2.4(b), if
applicable.


(c)            Metron
Shares.  FSI shall deliver the Metron Shares (or
portion thereof) by delivering to Metron or its designated agent the share
certificates representing the Metron Shares,


 


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together with such instruments and endorsements
necessary under applicable law to transfer such certificates and ownership in
the Metron Shares to Metron in accordance with Section 2.4(b), if applicable.


(d)           Other
FSI Deliverables.  FSI shall
execute such documents assuming the service and warranty obligations of Metron
and the Metron Selling Affiliates as required by Article IV and shall deliver
such other certificates, documents and instruments that Metron reasonably
requests for the purpose facilitating the consummation of the transactions
contemplated by this Agreement, except where the failure to deliver such
documents or instruments would not have or would not reasonably be expected to
have a material adverse effect on Metron’s ability to reap the benefits of the
transactions contemplated by this Agreement.


8.6          Efforts to
Close.  FSI and Metron shall each use its
commercially reasonable efforts to take, or cause to be taken, all actions, and
to do, or cause to be done, all things necessary, proper or advisable (subject
to all applicable laws) to cause the conditions in Sections 8.2 and 8.3,
respectively, to be satisfied on a timely basis and to consummate and make
effective the transactions contemplated by this Agreement by the Closing Date.


8.7          Failure to
Close.  Notwithstanding anything else contained in
this Agreement, in the event that for any reason the Closing does not occur on
or prior to the Closing Date, FSI and Metron shall have the following rights
and remedies:


(a)            Failure
of Condition outside the Control of the Parties.  If the reason that the Closing has not
occurred is the result of the failure to satisfy any of a conditions set forth
in Section 8.2(a) (“Representations and Warranties of FSI”) (with respect to
the accuracy of the representations and warranties of FSI set forth in Sections
9.2(d) and (e) as of the Closing Date), Section 8.2(c) (“Consents and
Approvals”), Section 8.2(d) (“Adverse Laws or Proceedings”), Section 8.3(a) (“Representations
and Warranties of Metron”) (with respect to the accuracy of the representations
and warranties of Metron set forth in Sections 9.1(d) and (e) as of the Closing
Date), Section 8.3(c) (“Consents and Approvals”) or Section 8.3(d) (“Adverse
Laws or Proceedings”), then either FSI or Metron may terminate this Agreement
by written notice to the other party, and no party shall have the right to
request specific performance of this Agreement and no party shall be liable for
damages to any other party to this Agreement except to the extent that the
failure to close is attributable to the material default by one of the parties
hereto.


(b)           Failure
of Condition within the Control of Metron. 
If the reason that the Closing has not occurred is not by
reason of Section 8.7(a) but is the result of the failure to satisfy any of the
conditions set forth in Section 8.3(a) (“Representations and Warranties of
Metron”) (other than with respect to the accuracy of the representations and
warranties of Metron set forth in Sections 9.1(d) and (e) as of the Closing
Date), Section 8.3(b) (“Covenants of Metron”), Section 8.4(a) (“Metron Closing
Certificate”), Section 8.4(b) (“Metron Bills of Sale, Etc.”), Section 8.4(c)
(“Permits and Product Registrations”), Section 8.4(e) (“Metron Closing Date
Payment”) and Section 8.4(f) (“Other Metron Deliverables”), and if FSI is not
in material default under this Agreement, FSI may, upon at least ten (10) days
notice to Metron, elect to either (i) consummate the transactions set forth herein
and seek specific performance of this Agreement despite the nonfulfillment of
the relevant condition or conditions or default or (ii) terminate this
Agreement by written notice to Metron. 
In either case, FSI shall be further entitled to pursue any claims or


 


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cause of action it may have, if any, against Metron at
law or in equity arising out of the material breach by Metron of any material
covenant, representation or warranty hereunder.


(c)            Failure
of Condition within the Control of FSI. 
If the reason that the Closing has not occurred is not by
reason of Section 8.7(a) but is the result of the failure to satisfy any of the
conditions set forth in Section 8.2(a) (“Representations and Warranties of FSI”)
(other than with respect to the accuracy of the representations and warranties
of FSI set forth in Sections 9.2(d) and (e) as of the Closing Date), Section
8.2(b) (“Covenants of FSI”), Section 8.5(a) (“FSI Closing Certificate”),
Section 8.5(b) (“FSI Closing Date Payment”), Section 8.5(c) (“Metron Shares”)
and Section 8.5(d) (“Other FSI Deliverables”), and if Metron is not in material
default under this Agreement, Metron may, upon at least ten (10) days notice to
FSI, elect to either (i) consummate the transactions set forth herein and seek
specific performance of this Agreement despite the nonfulfillment of the
relevant condition or conditions or default or (ii) terminate this Agreement by
written notice to FSI.  In either case,
Metron shall be further entitled to pursue any claims or cause of action it may
have, if any, against FSI at law or in equity arising out of the material
breach by FSI of any material covenant, representation or warranty hereunder.


ARTICLE IX


REPRESENTATIONS AND WARRANTIES


9.1          Representations and Warranties by
Metron.  Metron, on behalf of itself and it’s the
Metron Selling Affiliates, represents and warrants to FSI as follows:


(a)            Due Organization; Corporate Power.  Metron
is a public limited liability company (naamloze vennootschap)
duly organized and validly existing under the laws of The Netherlands and has
the corporate power and authority to carry on (through itself and the Metron
Selling Affiliates) the Distribution Business as now being conducted, execute
and deliver this Agreement and consummate the transactions contemplated hereby.


(b)           Conflicting Agreements.  The execution and delivery by
Metron of this Agreement, the Israel Distribution Agreement, the Note and the
Security Agreement, and the other agreements, documents and instruments
contemplated hereby, the consummation of the transactions contemplated hereby
or thereby, and the performance or observance by Metron and the Metron Selling
Affiliates of any of the terms or conditions hereof or thereof, will not
materially conflict with, or result in a material breach or violation of the
terms or conditions of, or constitute a default under, or result in the
creation of any Lien on any of the assets of Metron or any Metron Selling
Affiliate pursuant to, (i) the articles of association or shareholder
resolutions of Metron or any Metron Selling Affiliate that are presently in
force, (ii) any award of any arbitrator or judge, or (iii) any indenture,
contract or agreement (including any agreement with shareholders), instrument, order,
judgment, decree, statute, law, rule or regulation to which Metron or any
Metron Selling Affiliate or the assets of Metron or any Metron Selling
Affiliate is subject.


(c)            Corporate Authority. 
The execution and
delivery by Metron of this Agreement, the Israel Distribution Agreement, the
Note and the Security Agreement, and the other agreements, documents and
instruments contemplated hereby, and the consummation of the transactions
contemplated hereby or thereby, have been duly authorized by all necessary
corporate action.  This Agreement, the
Israel Distribution Agreement, the Note and the Security Agreement, and all
other


 


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agreements, documents and
instruments required hereby to be executed and delivered by Metron are, or when
delivered will be, legal, valid and binding obligations of Metron, enforceable
in accordance with their respective terms, subject in each case to (i) laws of
general application relating to bankruptcy, insolvency and the relief of
debtors and (ii) general principles of equity.


(d)           Actions, Suits, Proceedings.  There
are no requests, notices, investigations, claims, demands, actions, suits or
other legal or administrative proceedings pending or, to the Knowledge of
Metron, threatened against Metron or any Metron Selling Affiliate or any of
their respective properties in any court or arbitration tribunal or before any
federal, local or other governmental agency which (i) seek to restrain or
prohibit the transactions contemplated by this Agreement or obtain any damages
in connection therewith, (ii) in any way call into question the validity of
this Agreement, the Israel Distribution Agreement, the Note and the Security
Agreement, or any other agreement, document or instrument contemplated hereby
or (iii) could reasonably be expected to have a material adverse effect on the
Distribution Business or on the ability of Metron or any Metron Selling
Affiliate to consummate the transactions contemplated by this Agreement.


(e)            Governmental
Authorities, Consents.  Neither
Metron nor any Metron Selling Affiliate is required to submit any notice,
report or other filing with or to any governmental authority in connection with
the execution or delivery by Metron of this Agreement or the consummation of
the transactions contemplated hereby and, no consent, approval or authorization
of any governmental or regulatory authority is required to be obtained by
Metron or any Metron Selling Affiliate in connection with Metron’s execution,
delivery and performance of this Agreement.


(f)            Ownership of Assets of
the Distribution Business.  As of the Closing, either Metron or a
Metron Selling Affiliate will have good and marketable title to each of the
Products, Spare Parts, Demonstration Equipment and other assets of the
Distribution Business free and clear of all Liens.


(g)           Contracts related to
the Distribution Business.  Schedule 11.4(a),  to be delivered in accordance with
Section 11.4, will set forth, as of the Closing Date  a true and complete list of all contracts, commitments and
arrangements (other than purchase orders to be fulfilled within sixty (60) days
and other than the Distribution Agreements and the Israel Distribution
Agreement) to which Metron or any Affiliate of Metron is a party or by which it
is bound, that are currently in effect and that relate to the conduct of the
Distribution Business.


(h)           Compliance
with Laws; Product Registrations. 
Metron and the Metron Selling Affiliates are conducting and have
conducted the Distribution Business in compliance in all material respects with
all laws, regulations and orders applicable to Metron and the Distribution
Business.  Metron has, in full force and
effect, all licenses, permits and certificates, from federal, state, local and
foreign governmental authorities (including all Product Registrations)
necessary for the conduct of the Distribution Business (collectively, the “Permits”).  Schedule 11.4(a),  to be delivered in accordance with
Section 11.4, will set forth, as of the Closing Date, a correct and complete
list of all the Permits (including Product Registrations).  The Permits, including the Product
Registrations, constitute all of the licenses, permits and certificates that
are required for the conduct of the Distribution Business (excluding the Israel
Distribution Business) and Metron


 


 


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has conducted the Distribution Business in compliance
with all material terms and conditions of the Permits.


(i)             Employees.
 As of the Closing Date, the
Transferred Employees set forth on Schedule
6.1 hereto, as such list is updated by Metron from time to time in
accordance with Section 6.1, shall be employed by Metron and the Metron Selling
Affiliates in connection with the Distribution Business.  Neither Metron nor any Metron Selling
Affiliates has as of the Effective Date and will have as of the Closing Date
offered any contract of employment, consulting contract or other contract for
services to any of the Transferred Employees. 
Metron has not offered, promised or agreed to at any time after the
Effective Date amend any of the terms and conditions of employment of the
Transferred Employees, whether in writing or orally, including terms relating
to salaries, bonuses, commissions, job description or location.  Schedule
6.1 sets forth a complete and accurate list of all of the
Transferred Employees including their job title, country of residence and
Metron Affiliate which is such employee’s employer.  As of the Closing, Schedule
6.1, as updated in accordance with Section 6.1, will also set forth,
for each Transferred Employee, a complete and accurate summary of the
employment terms for each such employee, including salary, bonus and commission
arrangements, notice entitlement, date of birth and length of service.  As of the Closing Date, Metron will have
discharged all obligations owed to the Transferred Employees, including the
payment of all salaries accrued and owing together with all expense claims,
vacation pay, sick pay, bonuses, commissions and the like.


(j)             Employee
Benefits.  Schedule 9.1(j)  sets forth a complete and accurate list of all material Employee
Benefits (other than Employee Benefit plans and arrangements that are imposed
by statute) provided to employees by the Metron Affiliates in each of the jurisdictions
where Transferred Employees are employed. 
As of the Closing, Schedule 9.1(j),
as updated in accordance with Section 6.1, will also set forth, all Employee
Benefit plans or arrangements in which the Transferred Employees are entitled
to participate or which apply to the Transferred Employees (other than Employee
Benefit plans and arrangement that are imposed by statute).  Metron has not proposed  and is not proposing to introduce any bonus,
profit sharing, stock option, stock incentive, pension plan, annuity or like
form of benefit plan for the Transferred Employees.


(k)            Statutory
Obligations.  Metron has
complied with all statutory and regulatory obligations in all countries in
which the Distribution Business is operated with respect to income tax
withholding and social security or national insurance deductions with respect
to the Transferred Employees and has deducted and paid all requisite amounts to
the relevant tax authorities in accordance with such statutory or regulatory
obligations up to and including the Closing Date.


(l)             Insurance.  Metron has at all times during the term of
the Distribution Agreements maintained the insurance policies required by the
terms of the Distribution Agreements in the amounts required for each of such
policies.  As of the Effective Date,
such insurance policies are in full force and effect.


(m)           UK
Pensions.  The Metron Scheme
is fully approved by the UK Inland Revenue under the Income and Corporation
Taxes Act 1988.  The manager of the
Metron Scheme has the power to pay the Transfer Amount to the trustee or
manager of the FSI Scheme.  Metron or
the


 


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relevant Metron Affiliate has duly complied in all
material respects with its obligations under the Metron Scheme and all amounts
due to be paid to the Metron Scheme by Metron or the relevant Metron Affiliate
and the employees covered by the Metron Scheme have been paid and the Metron
Scheme is fully funded.  Except for the Metron
Scheme, Metron is not under any legal liability or obligation to pay (or
contribute to any arrangement, past or present, relating to) any pensions,
gratuities, superannuation allowances or the like to or in respect of any of
the Transferred Employees located in the United Kingdom.  The assets, policies or investments relating
to the Metron Scheme are sufficient to satisfy the obligations and liabilities
(both current and contingent) which the Metron Scheme has to its members at the
Effective Date and shall be sufficient to satisfy the obligations and
liabilities (both current and contingent) which it will have to its members at
Closing.  Metron and the Metron Scheme
have complied with all applicable legislation, rules and regulations and have
obtained all necessary consents, approvals and permissions for the past,
present and future operation of the Metron Scheme.  To the Knowledge of Metron, there are no facts or circumstances
that may result in any loss, liability or damage to FSI or the Metron Scheme
(or its assets, policies or investments) or the withdrawal of any necessary
consent, approval (including, without limitation, the approval of the UK Inland
Revenue under the Income and Corporation Taxes Act 1988) by virtue of the
execution of this Agreement, the Closing or the payment of the Transfer Amount.


(n)           Listings.  Each of the Listings, including all updates
thereto, provided by Metron to FSI contains all information required to be
included in such Listing and such information is complete and correct as of the
date of such Listing.


(o)           MTDC
and MTDC Inventory.  MTDC is a corporation duly organized and validly
existing under the laws of the state of California and has the corporate power
and authority to own its properties, including the MTDC Inventory, carry on its
business as now being conducted, execute and deliver the Security Agreement and
consummate the transactions contemplated thereby.  The execution and delivery by MTDC of the Security Agreement, the
consummation of the transactions contemplated thereby, and the performance or
observance by MTDC of any of the terms or conditions thereof, will not
materially conflict with, or result in a material breach or violation of the
terms or conditions of, or constitute a default under, or result in the
creation of any Lien on any of the assets of MTDC, including the MTDC
Inventory, pursuant to, (i) the Articles of Incorporation, By-Laws or
shareholder resolutions of MTDC that are presently in effect, (ii) any award of
any arbitrator or judge or (iii) any indenture, contract or agreement (including
any agreement with shareholders), instrument, order, judgment, decree, statute,
law, rule or regulation to which MTDC or the assets of MTDC, including the MTDC
Inventory, is subject.  The execution
and delivery by MTDC of the Security Agreement, and the consummation of the
transactions contemplated thereby, have been duly authorized by all necessary
corporate action.  The Security
Agreement is the legal, valid and binding obligation of MTDC, enforceable in
accordance with its terms, subject to (i) laws of general application relating
to bankruptcy, insolvency and the relief of debtors and (ii) general principles
of equity.  Schedule 9.1(o) sets forth a true and complete list of the
inventory by major category held by MTDC as of August 31, 2002 and the gross
inventory carrying value of such inventory, as reflected on MTDC’s
balance sheet dated as of August 31, 2001 (which balance sheet is based upon
the books and records of the MTDC and fairly presents the assets of MTDC as of
the date thereof) (such inventory, as the
same may adjusted in the ordinary course of business to reflect sales thereof
after such date and purchases of similar inventory after such date, the “MTDC Inventory”).  MTDC owns the MTDC Inventory free and clear
of all


 


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Liens (except for a Lien in
favor of Silicon Valley Bank with respect to which the underlying obligation of
Metron and MTDC has been satisfied in full).


9.2          Representations and Warranties by FSI.  FSI, on behalf of itself and the FSI Purchasing
Affiliates, represents and warrants to Metron as follows:


(a)            Due Organization; Corporate Power.  FSI is a
corporation duly organized and validly existing under the laws of the state of
Minnesota and has the corporate power and authority to own its properties,
carry on its business as now being conducted, execute and deliver this
Agreement and consummate the transactions contemplated hereby.


(b)           Conflicting Agreements.  The execution and delivery by
FSI of this Agreement, the Israel Distribution Agreement, the Note and the
Security Agreement, and the other agreements, documents and instruments
contemplated hereby, the consummation of the transactions contemplated hereby
or thereby, and the performance or observance by FSI and the FSI Purchasing
Affiliates of any of the terms or conditions hereof or thereof, will not
conflict with, or result in a breach or violation of the terms or conditions
of, or constitute a default under, or result in the creation of any Lien on any
of the assets of FSI or any FSI Purchasing Affiliate pursuant to, (i) the
Articles of Incorporation, By-Laws or shareholder resolutions of FSI or the
articles of association, other organizational documents or shareholder
resolutions of any FSI Purchasing Affiliate, (ii) any award of any arbitrator
or judge or (iii) any indenture, contract or agreement (including any agreement
with shareholders), instrument, order, judgment, decree, statute, law, rule or
regulation to which FSI or any FSI Purchasing Affiliate or the assets of FSI or
any Purchasing Affiliate is subject.


(c)            Corporate Authority.  The execution and delivery by
FSI of this Agreement, the Israel Distribution Agreement, the Note and the
Security Agreement, and the other agreements, documents and instruments contemplated
hereby, and the consummation of the transactions contemplated hereby or
thereby, have been duly authorized by all necessary corporate action.  This Agreement, the Israel Distribution
Agreement, the Note and the Security Agreement, and all other agreements,
documents and instruments required hereby to be executed and delivered by FSI
are, or when delivered will be, legal, valid and binding obligations of FSI,
enforceable in accordance with their respective terms, subject in each case to
(i) laws of general application relating to bankruptcy, insolvency and the
relief of debtors and (ii) general principles of equity.


(d)           Actions,
Suits, Proceedings.  There
are no requests, notices, investigations, claims, demands, actions, suits or
other legal or administrative proceedings pending or, to the Knowledge of FSI,
threatened against FSI or any FSI Purchasing Affiliate or any of their
respective properties in any court or arbitration tribunal or before any
federal, local or other governmental agency which (i) seek to restrain or
prohibit the transactions contemplated by this Agreement or obtain any damages
in connection therewith, (ii) in any way call into question the validity of
this Agreement, the Israel Distribution Agreement, the Note and the Security Agreement,
or any other agreement, document or instrument contemplated hereby or (iii)
could reasonably be expected to have a material adverse effect on the
Distribution Business or on the ability of FSI or any FSI Purchasing Affiliate
to consummate the transactions contemplated by this Agreement.


(e)            Governmental
Authorities, Consents.  Neither
FSI nor any FSI Purchasing Affiliate is required to submit any notice, report
or other filing with or to any governmental


 


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authority in connection with the execution or delivery
by FSI of this Agreement or the consummation of the transactions contemplated
hereby and, no consent, approval or authorization of any governmental or
regulatory authority is required to be obtained by FSI or any FSI Purchasing
Affiliate in connection with FSI’s execution, delivery and performance of this
Agreement.


(f)            Ownership of Metron Shares.  FSI is the owner of the
Metron Shares, free and clear of all Liens.


9.3          Survival of Representations and
Warranties.  Notwithstanding any investigation made by or
on behalf of any of the parties hereto or the results of any such investigation
and notwithstanding the participation of such party in the Closing, the
representations and warranties contained herein and in any certificates or
other document delivered or to be delivered pursuant to the terms of this
Agreement shall survive the Closing Date until August 31, 2003 (the “Termination Date”), at which time such
representations and warranties shall terminate and expire and shall cease to be
of any force or effect, and all liability of the parties with respect to such
representations and warranties shall thereupon be extinguished; provided that if, prior to the Termination
Date, either party shall have duly delivered a claim notice, then the specific
indemnification claim set forth in such claim notice shall survive the
Termination Date (and shall not be extinguished thereby).


ARTICLE X


CONDUCT OF DISTRIBUTION BUSINESS DURING TRANSITION PERIOD


10.1        Operation
of Distribution Business.  During the
Transition Period, unless FSI shall otherwise agree in writing, or as otherwise
expressly contemplated or permitted by other provisions of this Agreement,
Metron shall, and shall cause its Affiliates to, observe the following
provisions up to and including the Closing Date:


(a)            The Distribution Business shall be
conducted only in, and Metron shall not take any action except in, the ordinary
course of business on an arm’s-length basis and in accordance with all applicable
laws, this Agreement and the Distribution Agreements.


(b)           Metron
shall not:


(i)             subject the assets of the
Distribution Business to any Lien (other than Liens that exist as of the
Effective Date, which Liens are to be released at or prior to the Closing) and
shall cause MTDC not to subject the MTDC Inventory to any Lien;


(ii)            make or grant any bonus or any wage,
salary or compensation increase or severance or termination payment to, or
promote any Transferred Employee, or enter into or amend any employment
contract with any Transferred Employee; provided
however, that the foregoing shall not apply to (x) compensation
increases approved in advance and in writing by FSI, (y) currently planned
merit salary increases for a selected number of


 


-35-

















 


Transferred Employees not
to exceed [***] of salary and (z)
such modifications to Employee Benefits or employment terms as are required by
law;


(iii)           make or grant any increase in the
benefits payable under any Employee Benefit plan or arrangement applicable to
any Transferred Employees, amend or terminate any existing Employee Benefit
plan or arrangement applicable to any Transferred Employee or adopt any new
Employee Benefit plan or arrangement applicable to any Transferred Employee,
except as required by law; or


(iv)           terminate, amend or enter into any
contract, commitment or arrangement outside the ordinary course of business
relating to the Distribution Business (excluding purchase orders to be
fulfilled within sixty (60) days and contracts, commitments or arrangements
that would not be binding on FSI or an FSI Purchasing Affiliate after the
Closing Date).


(c)            Metron shall use commercially
reasonable efforts to cause its current insurance policies relating to the
Distribution Business not to be canceled, or terminated or any of the coverage
thereunder to lapse, unless simultaneously with such termination, cancellation
or lapse, replacement policies providing coverage substantially equal to the
coverage under the canceled, terminated or lapsed policies are in full force
and effect.


(d)           Metron shall use commercially
reasonable efforts to preserve intact its business organization and goodwill
relating to the Distribution Business, including the goodwill of customers and
others having business relationships with Metron related to the Distribution
Business, and to keep available the services of the Transferred Employees as a
group and preserve intact its material contracts, commitments and arrangements.


ARTICLE XI

ADDITIONAL COVENANTS


11.1        Non-Competition. 
At any and all times from and after the Closing Date until the first
anniversary thereof, Metron agrees that it shall not and shall not permit its
subsidiaries to directly or indirectly, sell or sell for, render services to or
act as agent or distributor for, products that compete with the Products of FSI
in any of the territories in which Metron or its subsidiaries operated the
Distribution Business prior to the Closing Date; provided, that (a) nothing shall preclude Metron or its
subsidiaries from acting as an agent or distributor or marketing, selling or
rendering services with respect to the Legacy Products described in Schedule 11.1 attached hereto, (b) nothing
shall preclude Metron or its subsidiaries from marketing or selling any
Products or Spare Parts that are held by Metron or any Metron Selling Affiliate
as of the Closing Date and are not repurchased by FSI in accordance with this
Agreement and (c) nothing shall preclude Metron or its subsidiaries from fulfilling
its obligations under any Service/Applications Support Contract that is not
assigned to or any warranty obligation that is not assumed by FSI or an FSI
Selling Affiliate as of the Closing Date. 
If the final judgment of an arbitrator or court of competent
jurisdiction declares any term or provision of this Section 11.1 to be invalid
or unenforceable, the parties agree that the arbitrator or court making the
determination of invalidity


 


*Confidential
Treatment Requested


 


-36-

















 


or unenforceability shall have the power to amend or
otherwise modify the offending term or provision so that it is valid and
enforceable and is closest to expressing the intention of the unenforceable
term or provision and this Agreement shall be enforceable as so modified.


11.2        Access to Properties, Books, Records,
Etc.   Between the
date hereof and the Closing Date, Metron shall afford to FSI and its authorized
representatives access at reasonable times and upon reasonable notice to the
offices, properties, books, records, officers, employees and other items of the
Distribution Business, and, with the consent of Metron (which consent shall not
be unreasonably withheld), to conduct such inspections and reviews as FSI may
deem necessary, and otherwise provide such assistance as is reasonably
requested by FSI in connection with the matters contemplated by this Agreement.


11.3        Government
Approvals.  As promptly as practicable after the
execution of this Agreement, each of Metron and FSI shall make or cause to be
made all filings and submissions required under any laws or regulations
applicable to the Distribution Business or Metron and FSI or their respective
Affiliates) for the consummation of the transactions contemplated herein.  Metron and FSI will coordinate and cooperate
with each other in exchanging such information, will not make any such filing
without providing to the other a final copy thereof for its review and consent
at least ten (10) business days in advance of the proposed filing and will
provide such reasonable assistance as Buyer may request in connection with all
of the foregoing.


11.4        Registrations.


(a)            Within thirty (30) days of the
Effective Date, Metron shall provide FSI with Schedule
11.4(a), which will set forth a correct and complete list of all the
Permits (including Product Registrations).


(b)           In the event that any Permit,
including any Product Registration, is not assignable to FSI or the relevant
FSI Purchasing Affiliate in connection with the transactions contemplated by
this Agreement, Metron and FSI shall use their respective commercially
reasonable efforts to enter in any reasonable arrangement designed to provide
FSI or the relevant FSI Purchasing Affiliate with the benefits of such Permit
intended to be assigned to FSI or such FSI Purchasing Affiliate until such time
as FSI or such FSI Purchasing Affiliate is able to obtain a new or substitute
Permit.


(c)            In the event that Metron or any of
its Affiliates has, either directly or indirectly, registered or otherwise
filed with any governmental agency or authority anywhere in the world
(excluding Israel), or submitted for the approval of any such governmental
agency or authority, (i) either Distribution Agreement, (ii) any commercial
agency relationship between FSI and Metron arising under the Distribution
Agreements, (iii) Metron’s rights to sell and distribute Products or (iv) any
other rights or obligations of FSI or its Affiliates arising under either
Distribution Agreement, then Metron shall, to the extent permitted under
applicable law, at its expense and on or before the Closing Date, assign and
transfer such registration, filing or approval, to FSI or its designated
Affiliate.  If such assignment and
transfer is not permitted under applicable law, Metron shall or shall cause its
Affiliates to, at Metron’s expense, terminate and withdraw such registration,
filing or approval in a manner reasonably satisfactory to FSI.


 


-37-

















 


11.5        Transition
Plan.  On or before the Effective Date,  Metron and FSI shall each designate no
fewer than six (6) representatives to a transition working group, and the
representatives so designated shall represent all material functions or
departments within the business organization of each of FSI and Metron.  Within thirty (30) days of the Effective
Date, the transition working group shall prepare the Transition Plan which
shall identify the key transition issues to be addressed by the parties and the
respective responsibilities of the parties to ensure the smooth and effective
transition of the Distribution Business (other than the Israel Distribution
Business) from Metron to FSI.  Upon
completion of the Transition Plan, the plan shall be attached to this Agreement
as Schedule 11.5.


11.6        Performance under Distribution
Agreements.  During the Transition Period, Metron and FSI
shall each continue to perform all of its respective obligations under the
Distribution Agreements.


11.7        Confidentiality.


(a)            For purposes of this Agreement, the
term “Confidential Information”
shall mean, with respect to each of the parties, including each of their
respective Affiliates, information that is proprietary to it, including
patents, know-how, designs, formulas, processes, technology, plans, data, trade
secrets, inventions, discoveries, improvements and ideas or works of authorship
or other information relating to its business; information concerning any of
its past, current or possible future products or projects; information about
its research, development, purchasing, accounting, marketing, or selling of
products or services; and information concerning any of its past, current or
possible future customers or business prospects.  Confidential Information shall not include (i) any information
lawfully in any party’s possession prior to the date of disclosure thereof by
any other party bound hereby, (ii) any information which is in the public
domain or hereafter becomes a part thereof through no fault of the party to
whom such Confidential information has been disclosed, (iii) any information
that becomes available to a party on a non-confidential and lawful basis from a
source other than any other entity bound hereby, or (iv) any information
disclosed from one party bound hereby to another that is expressed in writing
by the disclosing party to be non-confidential.


(b)           Except as otherwise may be
specifically provided herein, each of the parties hereto agrees that all
proprietary information obtained from the other party during the term of this
Agreement will be presumed to constitute Confidential Information (unless it
falls within any category described in any of subsections (i) through (iv) set
forth above in the definition of Confidential Information), and will be held in
the strictest confidence by each such party as well as by its respective
Affiliates and representatives, including its legal counsel, accountants and
financial advisors who have a need to know such information.  Anything to the contrary herein notwithstanding,
each of the parties shall immediately notify each other party if it is required
by law or judicial authority to disclose any of such Confidential
Information.  The terms and provisions
of this Section 11.7 shall survive for a period of one (1) year after the
Closing Date.


11.8        Announcements
and Communications.  Neither FSI or Metron, nor any of their
Affiliates, shall make any public statements, including any press releases,
with respect to this Agreement and the transactions contemplated hereby without
the prior written consent of the other party (which consent shall not be
unreasonably withheld), except as may be required by


 


-38-

















 


any law applicable to them or their Affiliates.  The parties shall mutually agree upon a
communications plan regarding this Agreement and the transactions contemplated
herein, and shall fully cooperate in implementing such plan.


11.9        Insurance.  Metron shall, upon the request of FSI, provide FSI
with copies of all insurance policies it maintains relating to the Distribution
Business, including the insurance policies required by the terms of the
Distribution Agreements.


11.10      Contracts.  Within thirty (30) days of the Effective Date, Metron
shall provide FSI with Schedule 11.10,
which will set forth a true and complete list of all contracts, commitments and
arrangements (other than purchase orders to be fulfilled or system start-up
contracts and service and support contracts to be completed and parts and labor
warranty agreements that expire within sixty (60) days and other than the
Distribution Agreements and the Israel Distribution Agreement) to which Metron
or any Affiliate of Metron is a party or by which it is bound, that are
currently in effect and that relate to the conduct of the Distribution
Business.


11.11      Shareholder
Approval.  Metron shall, in accordance with its
articles of association, use its commercially reasonable efforts to obtain, as
promptly as practicable after the Effective Date, any required ratification or
approval by the shareholders of Metron to enable FSI to pay a portion of the
Premium by assigning and transferring the Metron Shares to Metron.  In connection with obtaining such
ratification or approval, the management board and the supervisory board of Metron
shall take such actions as may be necessary or appropriate to obtain the  ratification and approval of Metron
shareholders of such payment of a portion of the Premium by the assignment and
transfer of the Metron Shares to Metron and any other provision of this
Agreement that requires the ratification or approval of the shareholders of
Metron, including calling and holding a shareholders meeting, recommending such
ratification and approval to shareholders and contacting shareholders holding a
significant percentage of Metron shares directly to recommend that they vote in
favor of such ratification and approval.


11.12      Expenses. 
Except as otherwise agreed by the parties, each party shall each bear
its own respective costs and expenses relating to the transactions contemplated
hereby, including,  fees and expenses of
legal counsel, accountants, finders and brokers, printers, consultants and
other representatives retained by them in connection with the proposed
transactions contemplated hereby including the obtaining of all necessary
consents and approvals.


11.13      UK Pensions. 
Prior to the Closing, Metron shall not and shall not permit any Metron
Affiliate to make any changes to the Metron Scheme without the prior written
consent of FSI, which consent shall not be unreasonably withheld.


11.14      MTDC Inventory.  Within fifteen (15) days of the Effective
Date, Metron shall provide FSI with an updated Schedule
9.1(o), which will set forth, as of the Effective Date or such other
date as close to the Effective Date as reasonably practicable, the part number,
quantity and inventory carrying value of
the MTDC Inventory, as reflected on MTDC’s most recent balance sheet (which
balance sheet will be based upon the books and records of the MTDC and will
fairly present the assets of MTDC as of the date thereof).  Within
ten (10) days of the Effective Date, Metron shall, and shall cause MTDC to,
take all actions necessary to provide FSI with a perfected first priority Lien
on the MTDC Inventory, including filing UCC termination


 


-39-

















 


statements in all
appropriate jurisdictions to cause any UCC financing statements relating to Liens in favor of
Silicon Valley Bank on the MTDC Inventory to be terminated.


ARTICLE XII


INDEMNIFICATION


12.1        Indemnification
by Metron.  Metron agrees to indemnify in full FSI and
the Affiliates of FSI, and their respective officers, directors, employees,
agents and shareholders (collectively, the “FSI
Indemnified Parties”) and to defend and hold them harmless against
any loss, liability, deficiency, damage, expense or cost (including reasonable
legal expenses) (collectively, “Losses”)
which the FSI Indemnified Parties may suffer, sustain or become subject to, as
a result of (i) any breach of the representations and warranties of Metron or
its Affiliates contained in this Agreement, the Note or the Security Agreement,
or in any certificates or other documents delivered or to be delivered by or on
behalf of Metron or its Affiliates pursuant to the terms of this Agreement,
(ii) any breach of or failure to perform any covenant or agreement of Metron or
its Affiliates contained in this Agreement, the Note and the Security
Agreement, or in any certificates or other documents, (iii) all activities
related to the conduct of the Distribution Business by Metron prior to the
Closing Date (except to the extent expressly assumed by FSI hereunder) and (iv)
actions, suits, proceedings and claims relating to the foregoing.


12.2        Indemnification
by FSI.  FSI agrees to indemnify in full Metron and
the Affiliates of Metron, and their respective officers, directors, employees,
agents and shareholders (collectively, the “Metron
Indemnified Parties”) and to defend and hold them harmless against
any Losses which the Metron Indemnified Parties may suffer, sustain or become subject
to, as a result of (i) any breach of the representations and warranties of FSI
or its Affiliates contained in this Agreement, the Note and the Security
Agreement, or in any certificates or other documents delivered or to be
delivered by or on behalf of FSI or its Affiliates pursuant to the terms of
this Agreement, (ii) any breach of or failure to perform any covenant or
agreement of FSI or its Affiliates contained in this Agreement, the Note and
the Security Agreement, or in any certificates or other documents, (iii) all
activities related to the conduct of the Distribution Business by FSI after the
Closing Date and (iv) actions, suits, proceedings and claims relating to the
foregoing.


12.3        Deductible
Amount.  Without limiting the effect of any of the
other limitations set forth herein, neither party shall be required to make any
indemnification payment hereunder with respect to any breach of any of its
representations and warranties, except to the extent that the cumulative amount
of the Losses to which the Indemnified Party is entitled to indemnification
under the terms of this Article XII as a result of all such breaches of such
representations and warranties exceeds the Deductible Amount; and the
Indemnifying Party shall only be required to pay, and shall only be liable for,
the amount by which the cumulative amount of such Losses resulting from all
such breaches of such representations and warranties exceeds the Deductible
Amount.  The “Deductible Amount” shall be U.S. $100,000.


12.4        Notice
of Indemnification.  As used
herein, “Indemnified Party” shall
refer to a “Metron Indemnified Party,” or “FSI Indemnified Party,” as
applicable, and “Indemnifying Party”
shall refer to the party obligated to indemnify under this Article XII.  In the event any legal proceeding shall be
threatened or instituted or any claim or demand shall be asserted by any


 


-40-

















 


person in respect of which payment may be sought by an
Indemnified Party from an Indemnifying Party under the provisions of this
Article XII, the Indemnified Party shall promptly cause written notice of the
assertion of any such claim of which it has knowledge which is covered by this
indemnity to be forwarded to the Indemnifying Party.


12.5        Indemnification Procedure for
Third-Party Claims.  In the event
of the initiation of any legal proceeding against an Indemnified Party by a
third party, the Indemnifying Party shall have the absolute right after the
receipt of notice, at its option and at its own expense, to be represented by
counsel of its choice, and to defend against, negotiate, settle (as provided
below) or otherwise deal with any proceeding, claim, or demand which relates to
any loss, liability or damage indemnified against hereunder; provided, however,
that the Indemnified Party may participate in any such proceeding with counsel
of its choice and at its expense.  The
Indemnifying Party shall not effect any settlement without the consent of the
Indemnified Party other than for the payment of money damages in a single lump
sum in exchange for a full release of the Indemnified Party with respect to the
claim in question without the requirement of any admission of liability or
wrongdoing.  To the extent the Indemnifying
Party elects not to defend such proceeding, claim or demand, and the
Indemnified Party defends against or otherwise deals with any such proceeding,
claim or demand, the Indemnified Party may retain counsel, at the expense of
the Indemnifying Party, and control the defense of such proceeding.  To the extent the Indemnifying Party fails
or elects not to defend such proceeding, claim or demand and the Indemnified
Party defends against or otherwise deals with any proceeding, claim or demand,
the Indemnified Party will act reasonably and in accordance with its good faith
business judgment, and shall not effect any settlement without the consent of
Indemnifying Party, which consent shall not be unreasonably withheld. The
parties to this Agreement agree to cooperate fully with each other in connection
with the defense, negotiation or settlement of any legal proceeding, claim or
demand pursuant to this Article XII. 
After any final judgment or award shall have been rendered by a court,
arbitration board or administrative agency of competent jurisdiction and the
time in which to appeal therefrom has expired, or a settlement shall have been
consummated, or the Indemnified Party and the Indemnifying Party shall arrive
at a mutually binding agreement with respect to each separate matter alleged to
be indemnified by the Indemnifying Party hereunder, the Indemnified Party shall
forward to the Indemnifying Party notice of any sums due and owing by it with
respect to such matter and the Indemnifying Party shall pay all of the sums so
owing to the Indemnified Party by wire transfer, certified or bank cashier’s
check within thirty (30) days after the date of such notice.


ARTICLE XIII


DISPUTE RESOLUTION; GOVERNING LAW


13.1        Arbitration.  Any
controversy or claim arising out of or relating to this Agreement shall be determined
by arbitration in accordance with the International Arbitration Rules (the “Rules”) of the International Centre for
Dispute Resolution of the American Arbitration Association.  Such arbitration shall be conducted before
an arbitral tribunal consisting of three (3) arbitrators appointed in
accordance with the Rules.  The
arbitration shall be conducted in the English language.  The place of arbitration shall be Denver, Colorado,
United States of America.  Any decision
rendered by the arbitration tribunal shall be final and binding on the parties,
and judgment thereon may be entered by any court of competent


 


-41-

















 


jurisdiction. 
The parties expressly agree that the arbitration tribunal shall be
empowered to award and order equitable or injunctive relief with respect to
matters brought before it.


13.2        Governing Law. 
This Agreement shall be construed and enforced in accordance with the
laws of the State of Minnesota, United States of America, without regard to its
principles of conflicts of law.


ARTICLE XIV


GENERAL


14.1        Entire
Agreement.  This Agreement, together with the
Distribution Agreements (as amended hereby and until terminated in accordance
with the terms hereof) and the Israel Distribution Agreement, the Note and the
Security Agreement, and the exhibits and schedules hereto, constitutes the
entire agreement and understanding among the parties with regard to the subject
matter hereof, and there are no other prior 
written or oral agreements, undertakings, promises, warranties, or
covenants respecting such subject matter not expressly set forth herein.


14.2        Amendments. 
This Agreement may be amended only by a written agreement executed by
the parties hereto.


14.3        Waivers. 
No waiver of any provision or condition of this Agreement by any party
shall be valid unless set forth in a writing signed by such party.  No such waiver shall be deemed to be a
waiver of any other or similar provision or condition, or of any future event,
act, breach or default.


14.4        Notices. 
All notices required or permitted to be given hereunder shall be deemed
to have been effectively given when delivered personally to an officer of the
applicable party, or when first sent by facsimile transmission during normal
business hours in the recipient’s time zone with a confirmation copy sent by a
reputable international courier service or registered mail, return receipt
requested, addressed to the applicable party at its address set forth below, or
at such other address as such party may hereafter designate in accordance with
this Section 14.4 as the appropriate address for the receipt of such notice:


	
   

  	
  If to FSI:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FSI
  International, Inc.

  	
   

  
	
   

  	
   

  	
  322 Lake
  Hazeltine Drive

  	
   

  
	
   

  	
   

  	
  Chaska,
  Minnesota 55318

  	
   

  
	
   

  	
   

  	
  U.S.A.

  	
   

  
	
   

  	
   

  	
  Attention:  Benno Sand

  	
   

  
	
   

  	
   

  	
  Facsimile:  (952) 448-1300

  	
   

  



 


 


 


-42-

















 


	
   

  	
   

  	
  With a copy to:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Dorsey & Whitney LLP

  	
   

  
	
   

  	
   

  	
   

  	
  50 South Sixth Street

  	
   

  
	
   

  	
   

  	
   

  	
  Minneapolis, Minnesota 55402

  	
   

  
	
   

  	
   

  	
   

  	
  U.S.A.

  	
   

  
	
   

  	
   

  	
   

  	
  Attention: 
  James F. Pedersen, Esq.

  	
   

  
	
   

  	
   

  	
   

  	
  Facsimile: 
  (612) 340-8840

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If to Metron:

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Metron
  Technology N.V.

  1350 Old
  Bayshore Highway, Suite 360

  Burlingame,
  California 94010

  U.S.A.

  Attention:  Chief Financial Officer

  Facsimile:  (650) 373-1135

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Cooley
  Godward LLP

  	
   

  
	
   

  	
   

  	
   

  	
  Five Palo
  Alto Square

  	
   

  
	
   

  	
   

  	
   

  	
  3000 El
  Camino Real

  	
   

  
	
   

  	
   

  	
   

  	
  Palo Alto,
  CA  94306

  	
   

  
	
   

  	
   

  	
   

  	
  U.S.A

  	
   

  
	
   

  	
   

  	
   

  	
  Attention:  Suzanne Sawochka Hooper, Esq.

  	
   

  
	
   

  	
   

  	
   

  	
  Facsimile:  (650) 849-7400

  	
   

  
							



 


14.5        Partial
Invalidity.  In the event that any provision of this
Agreement shall be found invalid or unenforceable, in whole or in part, by a
court of competent jurisdiction or an arbitration tribunal, such provision
shall be limited to the minimum extent necessary to render the same valid and
enforceable, or shall be excised from this Agreement, as circumstances may
require, and this Agreement shall be construed as if the provision had been
incorporated herein as so limited, or as if the provision had not been included
herein, as the case may be, and enforced to the maximum extent permitted by
applicable law.


14.6        Governing
Language.  This Agreement has been executed in the
English language which is the official language of this Agreement.  In the event of any conflict of
interpretation between any foreign language translation and this English
language version, this English language version shall prevail.


14.7        Assignment. 
This Agreement shall be binding upon and shall inure to the benefit of
the parties, and their respective successors and assigns; provided, however,
that no party may assign its right or delegate its duties hereunder without the
express prior written consent of each other party hereto, which consent may be
granted or withheld in the sole and absolute discretion of each such other
party.


14.8        Further
Assurances.  At the request of any party from time to
time on and after the Closing Date hereunder, each other party shall, without
further consideration, execute and


 


-43-

















 


deliver (and, if appropriate, file) and cause its
Affiliates to execute and deliver (and, if appropriate, file) to or as directed
by the requesting party such documents and instruments, and take such other
actions, as the requesting party may reasonably request in order to consummate
more effectively the transactions provided for herein.


14.9        Counterparts. 
This Agreement may be executed in multiple identical counterparts, any
of which may contain the signatures of less than all of the parties, and all of
which together shall constitute a single agreement.


 


[The remainder of
this page left blank intentionally. 
Signature page follows.]


 


 


-44-

















 


IN WITNESS WHEREOF, each
party has executed this Agreement by its duly authorized officers as of the day
and year first above written.


	
  FSI
  INTERNATIONAL, INC.

  	
   

  	
  METRON
  TECHNOLOGY N.V..

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/  BENNO G.
  SAND

  	
   

  	
  By:

  	
  /s/  EDWARD
  D. SEGAL

  
	
  Name:

  	
  Benno G.
  Sand

  	
   

  	
  Name:

  	
  Edward D.
  Segal

  
	
  Title:

  	
  Executive
  Vice President,

  	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
  Business
  Development

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
							



 


 


-45-

















 


EXHIBIT A


Metron Selling Affiliates/FSI Purchasing
Affiliates


Metron Selling Affiliates:


 


MT Benelux

MT France

MT Germany

MT Italy

MT UK

MT Asia

MT Korea

MT Singapore


MT Taiwan


 


 


FSI Purchasing Affiliates:


 


                                                After
the Effective Date, FSI will establish FSI Purchasing Affiliates in the
following countries:


 


FSI Germany


FSI
Netherlands


FSI France


FSI Italy


FSI United
Kingdom


FSI Singapore


FSI Taiwan


FSI China


FSI Malaysia


FSI Korea


 

















 


EXHIBIT B


 


Israel Distribution Agreement


[TO COME]


 

















 


EXHIBIT C


FSI Individuals with Knowledge


Dean Duffy


Patricia M. Hollister


Donald S. Mitchell


Benno G. Sand


 

















 


EXHIBIT D


Metron Individuals with Knowledge


Gregory M. Claeys


Peter V. Leigh


Keith E. Reidy


Dennis R. Riccio


Charles Roffey


Edward D. Segal


 

















 


EXHIBIT E


Note and Security Agreement


 


PROMISSORY NOTE


	
  U.S.$4,000,000

  	
  October 9, 2002

  



 


FOR
VALUE RECEIVED, the undersigned, Metron Technology N.V., organized and existing
under the laws of the Netherlands (the “Maker”), hereby promises to pay to the
order of FSI International, Inc., a corporation organized and existing under
the laws of the state of Minnesota, United States of America (the “Payee”,
which term includes any subsequent holder hereof) at 3455 Lyman Boulevard,
Chaska, Minnesota, USA 55318 or at such other place as the Payee may from time
to time hereafter designate to the Maker in writing the principal sum of up to
U.S. Four Million Dollars (US$4,000,000).


In the case of any
conflict between the terms of this Note and the Transition Agreement with
respect to the making of any advance, the terms of the Transition Agreement (as
defined below)shall prevail.  Capitalized terms used herein and not defined shall have the
meanings assigned to them in the Transition Agreement.  The Initial Cash Advance of U.S. Three
Million Dollars (US$3,000,000) is made under this note as of the date
hereof.  The Additional Cash Advances
shall not exceed $1,000,000 and shall be made only upon satisfaction of the
conditions set forth in Section 2.3(b) of the Transition Agreement.  Any request by the Maker for an Additional
Cash Advance shall be in writing or by telephone and must be given so as to be
received by the Payee not later than three days before the requested Additional
Cash Advance date..  Each request for an
Additional Cash Advance shall be deemed a representation by the Payee that on
the requested Additional Cash Advance date and after giving effect to such
Additional Cash Advance the applicable conditions specified in Section 2.3(b)
of the Transition Agreement have been and will continue to be satisfied.  Payee shall not be required to make any
Additional Cash Advance until such time as Maker determines that the
requirements of Section 2.3(b) of the Transition Agreement have been satisfied.


Except as otherwise
provided in the next sentence, the unpaid principal balance hereof from time to
time outstanding shall bear no interest. 
Upon the happening of any Event of Default, this Note shall bear
interest until paid in full at a rate of 12% per annum.  Interest shall be computed on the basis of
actual days elapsed and a year of 360 days.


The principal hereof is
payable in full on March 1, 2003.  
As long as no Event of Default has occurred and is outstanding, the
principal hereof may be paid as set forth in Section 2.4(b) or 2.4(c) of the
Transition Agreement.


This note may be prepaid
by the Maker at any time in whole or from time to time in part.


 

















 


This Note is issued
pursuant to a Transition Agreement dated as of even date herewith (as the same
may hereafter be amended, modified or supplement, or any agreement entered into
in substitution or replacement thereof, the “Transition Agreement”) between the
Maker and the Payee.   This Note is
secured by a Security Agreement dated as of even date herewith (as the same may
hereafter be amended, modified or supplemented, or any agreement entered into
in substitution or replacement therefor, the “Security Agreement”) given by
Metron Technology Distribution Corporation to the Payee.


The occurrence of any one
or more of the following events shall constitute an Event of Default, and upon
the occurrence of any Event of Default the Payee may declare this Note to be,
and the same shall forthwith become, immediately due and payable and the Payee
may exercise all rights and remedies under the Security Agreement and as may
otherwise be allowed by law:


(1)                                  The Maker
shall fail to make any payment of principal or interest hereon when due.


(2)                                  The Maker
shall generally not pay its debts as they mature or shall apply for, shall
consent to, or shall acquiesce in the appointment of a custodian, trustee or
receiver for the Maker or for a substantial part of the property thereof or, in
the absence of such application, consent or acquiescence, a custodian, trustee
or receiver shall be appointed for the Maker or for a substantial part of the
property thereof; or any bankruptcy, reorganization, debt arrangement or other
proceedings under any bankruptcy or insolvency law shall be instituted by or
against the Maker and, if instituted against the Maker, shall have been
consented to or acquiesced in by the Maker or shall remain undismissed for 45
days, or an order for relief shall have been entered against the Maker.


(3)                                  Any default
shall occur under the terms of the Security Agreement and shall continue for
more than the period of grace, if any, applicable thereto.


(4)                                  Any
execution or attachment shall be issued whereby any substantial part of the
property of the Maker shall be taken or attempted to be taken and the same
shall not have been vacated or stayed within 30 days after the issuance
thereof.


THE
VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF
LAWS PRINCIPLES THEREOF.


AT THE
OPTION OF THE PAYEE THIS NOTE MAY BE ENFORCED IN ANY FEDERAL COURT OR MINNESOTA
STATE COURT SITTING IN HENNEPIN COUNTY, MINNESOTA; AND THE MAKER CONSENTS TO
THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT THE
VENUE IN SUCH FORUMS IS NOT CONVENIENT. 
IF THE MAKER COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER
ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE
RELATIONSHIP CREATED BY THIS NOTE, THE PAYEE AT ITS OPTION SHALL 


 


-2-

















 


BE
ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES
ABOVE-DESCRIBED, OR, IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER APPLICABLE
LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.


The Maker hereby waives
presentment for payment, notice of dishonor, protest and notice of protest.


If this Note is not paid
when due, the Maker shall pay all of the Payee’s costs of collection including
reasonable attorneys’ fees.


 


	
   

  	
  MAKER:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  METRON
  TECHNOLOGY N.V.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By 

  	
  /s/  EDWARD
  D. SEGAL

  
	
   

  	
   

  	
  Its

  	
  Chief Executive
  Officer

  
							



 


-3-

















 


SECURITY AGREEMENT


 


 


THIS SECURITY AGREEMENT (this “Agreement”), dated as
of October 9, 2002, is made and given by Metron Technology Distribution
Corporation , a corporation organized under the laws of the State of California
(the “Grantor”), to FSI International, Inc., a corporation organized and
existing under the laws of the State of Minnesota, USA (the “Secured Party”).


RECITALS


 


A.  Metron
Technology N.V., a corporation organized and existing under the laws of The
Netherlands (the “Debtor”), will or may become, or is now, indebted to the
Secured Party under that certain promissory note in the amount of up to
$4,000,000, dated as of October 9, 2002 (the “Note”).


B.  The Secured
Party has requested that the Grantor execute and deliver this Security
Agreement to secure payment of any such indebtedness, and the Grantor has
agreed to do so.


C.  The Grantor
is a wholly owned subsidiary of the Debtor.


D.  The Grantor
expects to derive benefits from the extension of credit accommodations to the
Debtor by the Secured Party and finds it advantageous, desirable and in its
best interests to execute and deliver this Security Agreement to the Secured
Party.


NOW, THEREFORE, in consideration of the premises and
in order to induce the Secured Party to extend or continue credit accommodations
to the Debtor, the Grantor hereby agrees with the Secured Party for the Secured
Party’s benefit as follows:


Section 1.               Defined Terms.


1(a)         As
used in this Agreement, the following terms shall have the meanings indicated:


“Account” 
means a right to payment of a monetary obligation, whether or not earned
by performance, (i) for property that has been or is to be sold, leased,
licensed, assigned, or otherwise disposed of, (ii) for services rendered or to
be rendered, (iii) for a policy of insurance issued or to be issued, or (iv)
for a secondary obligation incurred.


“Account Debtor” shall mean a Person who is
obligated on or under any Account, Chattel Paper, Instrument or General
Intangible.


“Chattel Paper” shall mean a record or records
that evidence both a monetary obligation and a security interest in specific
goods, a security interest in specific goods and software used in the goods, a
security interest in specific goods and license of software used in the goods,
a lease of specific goods, or a lease of specific goods and license of software
used in the goods.


 

















 


“Collateral” shall mean all property and rights
in property now owned or hereafter at any time acquired by the Grantor in or
upon which a Security Interest is granted to the Secured Party by the Grantor
under this Agreement.


“Event of Default” shall have the meaning given
to such term in Section 16 hereof.


“Financing Statement” shall have the meaning
given to such term in Section 3 hereof.


“Inventory” shall mean goods, other than farm
products, which are leased by a person as lessor, are held by a person for sale
or lease or to be furnished under a contract of service, are furnished by a
person under a contract of service, or consist of raw materials, work in
process, or materials used or consumed in a business or incorporated or
consumed in the production of any of the foregoing and supplies, in each case
wherever the same shall be located, whether in transit, on consignment, in
retail outlets, warehouses, terminals or otherwise, and all property the sale,
lease or other disposition of which has given rise to an Account and which has
been returned to the Grantor or repossessed by the Grantor or stopped in
transit.


“Lien” shall mean any security interest,
mortgage, pledge, lien, charge, encumbrance, title retention agreement or
analogous instrument or device (including the interest of the lessors under
capitalized leases), in, of or on any assets or properties of the Person
referred to.


“Note” shall have the meaning indicated in
Recital A.


“Obligations” shall mean (a) all principal of,
and interest on, the Note and any extension, renewal or replacement thereof,
(b) all liabilities of the Grantor under this Agreement, and (c) in all of the
foregoing cases whether due or to become due, and whether now existing or
hereafter arising or incurred.


“Person” shall mean any individual,
corporation, partnership, limited partnership, limited liability company, joint
venture, firm, association, trust, unincorporated organization, government or
governmental agency or political subdivision or any other entity, whether
acting in an individual, fiduciary or other capacity.


“Security Interest” shall have the meaning
given such term in Section 2 hereof.


1(b)         All
other terms used in this Agreement that are not specifically defined herein
shall have the meaning assigned to such terms in Article 9 of the Uniform
Commercial Code as in effect in the State of Minnesota.


1(c)         Unless
the context of this Agreement otherwise clearly requires, references to the
plural include the singular, the singular, the plural and “or” has the
inclusive meaning represented by the phrase “and/or.”  The words “include,” “includes” and “including” shall be deemed
to be followed by the phrase “without limitation.”  The words “hereof,” “herein,”


 

















 


“hereunder” and similar
terms in this Agreement refer to this Agreement as a whole and not to any
particular provision of this Agreement. 
References to Sections are references to Sections in this Security
Agreement unless otherwise provided.


Section 2.               Grant of Security Interest.  As security for the payment and performance
of all of the Obligations, the Grantor hereby grants to the Secured Party a
security interest (the “Security Interest”) in all of the Grantor’s right,
title, and interest in and to the following, whether now or hereafter owned,
existing, arising or acquired and wherever located:


2(a)         All
Inventory.


2(b)         To
the extent not otherwise included in the foregoing, all books, correspondence,
credit files, records, invoices, bills of lading, and other documents relating
to any of the foregoing, including, without limitation, all tapes, cards,
disks, computer software, computer runs, and other papers and documents in the
possession or control of the Grantor or any computer bureau from time to time
acting for the Grantor; all accessions and additions to, parts and
appurtenances of, substitutions for and replacements of any of the foregoing;
and all proceeds (including insurance proceeds) and products thereof.


Section 3.               Title to Collateral.  The Grantor has (or will have at the time it
acquires rights in Collateral hereafter acquired or arising) and will maintain
so long as the Security Interest may remain outstanding, title to each item of
Collateral (including the proceeds and products thereof), free and clear of all
Liens except the Security Interest.  The
Grantor will not license any Collateral. 
The Grantor will defend the Collateral against all claims or demands of
all Persons (other than the Secured Party) claiming the Collateral or any
interest therein.  As of the date of
execution of this Security Agreement, no effective financing statement or other
similar document used to perfect and preserve a security interest under the
laws of any jurisdiction (a ‘‘Financing Statement’’) covering all or any part
of the Collateral is on file in any recording office, except such as may have
been filed in favor of the Secured Party relating to this Agreement.


Section 4.               Disposition of Collateral.  The Grantor will not sell, lease or
otherwise dispose of, or discount or factor with or without recourse, any
Collateral, except for sales of items of Inventory in the ordinary course of
business.


 

















 


Section 5.               Names, Offices, Locations,
Jurisdiction of Organization.  The
Grantor’s legal name (as set forth in its constituent documents filed with the
appropriate governmental official or agency) is as set forth in the opening
paragraph hereof.  The jurisdiction of
organization of the Grantor is the state of California and the organizational
number of the Grantor is set forth on the signature page of this
Agreement.  The Grantor will from time
to time at the request of the Secured Party provide the Secured Party with
current good standing certificates and/or state-certified constituent documents
from the appropriate governmental officials. 
The chief place of business and chief executive office of Grantor are
located at its address set forth on the signature page hereof.  The Grantor will not locate or relocate any
item of Collateral into any jurisdiction in which an additional Financing
Statement would be required to be filed to maintain the Secured Party’s
perfected security interest in such Collateral, provided however that nothing
herein shall prohibit sales of items of Inventory in the ordinary course of business.
The Grantor will not change its name, the location of its chief place of
business and chief executive office or its corporate structure (including
without limitation, its jurisdiction of organization) unless the Secured Party
has been given at least 30 days prior written notice thereof and the Grantor
has executed and delivered to the Secured Party such Financing Statements and
other instruments required or appropriate to continue the perfection of the
Security Interest.


Section 6.               Further Assurances;
Attorney-in-Fact.


6(a)         The
Grantor agrees that from time to time, at its expense, it will promptly execute
and deliver all further instruments and documents, and take all further action,
that may be necessary or that the Secured Party may reasonably request, in
order to perfect and protect the Security Interest granted or purported to be
granted hereby or to enable the Secured Party to exercise and enforce its
rights and remedies hereunder with respect to any Collateral (but any failure
to request or assure that the Grantor execute and deliver such instrument or
documents or to take such action shall not affect or impair the validity,
sufficiency or enforceability of this Agreement and the Security Interest,
regardless of whether any such item was or was not executed and delivered or
action taken in a similar context or on a prior occasion).  Without limiting the generality of the
foregoing, the Grantor will, promptly and from time to time at the request of
the Secured Party:  (i) execute and file
such Financing Statements or continuation statements in respect thereof, or
amendments thereto, and such other instruments or notices (including fixture
filings with any necessary legal descriptions as to any goods included in the
Collateral which the Secured Party determines might be deemed to be fixtures,
and instruments and notices with respect to vehicle titles), as may be
necessary or desirable, or as the Secured Party may request, in order to
perfect and preserve the Security Interest granted or purported to be granted
hereby; (ii) obtain from any bailee holding any item of Collateral an
acknowledgement, in form satisfactory to the Secured Party that such bailee
holds such collateral for the benefit of the Secured Party; (iii) obtain from
any securities intermediary, or other party holding any item of Collateral,
control agreements in form satisfactory to the Secured Party; and (iv) use best
efforts to obtain waivers, in form satisfactory to the Secured Party, of any
claim to any Collateral from any landlords or mortgagees of any property where
any Inventory is located.


6(b)         The
Grantor hereby authorizes the Secured Party to file one or more Financing
Statements or continuation statements in respect thereof, and amendments
thereto, 


 

















 


relating
to all or any part of the Collateral without the signature of the Grantor where
permitted by law.  The Grantor
irrevocably waives any right to notice of any such filing.  A photocopy or other reproduction of this
Agreement or any Financing Statement covering the Collateral or any part
thereof shall be sufficient as a Financing Statement where permitted by law.


6(c)         The
Grantor will furnish to the Secured Party from time to time statements and
schedules further identifying and describing the Collateral and such other reports
in connection with the Collateral as the Secured Party may reasonably request,
all in reasonable detail and in form and substance reasonably satisfactory to
the Secured Party.


6(d)         In
furtherance, and not in limitation, of the other rights, powers and remedies
granted to the Secured Party in this Agreement, the Grantor hereby appoints the
Secured Party the Grantor’s attorney-in-fact, with full authority in the place
and stead of Grantor and in the name of Grantor or otherwise, from time to time
in the Secured Party’s good faith discretion, to take any action (including the
right to collect on any Collateral) and to execute any instrument that the
Secured Party may reasonably believe is necessary or advisable to accomplish
the purposes of this Agreement, in a manner consistent with the terms hereof.


Section 7.               Taxes
and Claims.  The Grantor will
promptly pay all taxes and other governmental charges levied or assessed upon
or against any Collateral or upon or against the creation, perfection or
continuance of the Security Interest, as well as all other claims of any kind
(including claims for labor, material and supplies) against or with respect to
the Collateral, except to the extent (a) such taxes, charges or claims are
being contested in good faith by appropriate proceedings, (b) such proceedings
do not involve any material danger of the sale, forfeiture or loss of any of
the Collateral or any interest therein and (c) such taxes, charges or claims
are adequately reserved against on the Grantor’s books in accordance with
generally accepted accounting principles.


Section 8.               Books
and Records.  The Grantor will keep
and maintain at its own cost and expense satisfactory and complete records of
the Collateral.


Section 9.               Inspection,
Reports.  The Grantor will at all
reasonable times permit the Secured Party or its representatives to examine or
inspect any Collateral, any evidence of Collateral and the Grantor’s books and
records concerning the Collateral, wherever located.


Section 10.             Notice
of Loss.  The Grantor will promptly
notify the Secured Party of any loss of or material damage to any material item
of Collateral or of any substantial adverse change, known to Grantor, in any
material item of Collateral or the prospect of payment or performance thereof.


 

















 


Section 11.             Insurance.  The Grantor will keep the Inventory insured
against “all risks” for the full replacement cost thereof and with an insurance
company or companies satisfactory to the Secured Party, the policies to protect
the Secured Party as its interests may appear, with such policies or
certificates with respect thereto to be delivered to the Secured Party at its
request.  Each such policy or the
certificate with respect thereto shall provide that such policy shall not be
canceled or allowed to lapse unless at least 30 days prior written notice is
given to the Secured Party.


Section 12.             Lawful
Use; Fair Labor Standards Act. The Grantor will use and keep the
Collateral, and will require that others use and keep the Collateral, only for
lawful purposes, without violation of any federal, state or local law, statute
or ordinance.  All Inventory of the
Grantor as of the date of this Agreement that was produced by the Grantor or
with respect to which the Grantor performed any manufacturing  or assembly process was produced by the
Grantor (or such manufacturing or assembly process was conducted) in compliance
in all material respects with all requirements of the Fair Labor Standards Act,
and all Inventory produced, manufactured or assembled by the Grantor after the
date of this Agreement will be so produced, manufactured or assembled, as the
case may be.


Section 13.             Action
by the Secured Party.  If the
Grantor at any time fails to perform or observe any of the foregoing
agreements, the Secured Party shall have (and the Grantor hereby grants to the
Secured Party) the right, power and authority (but not the duty) to perform or
observe such agreement on behalf and in the name, place and stead of the
Grantor (or, at the Secured Party’s option, in the Secured Party’s name) and to
take any and all other actions which the Secured Party may reasonably deem
necessary to cure or correct such failure (including, without limitation, the
payment of taxes, the satisfaction of Liens, the procurement and maintenance of
insurance, the execution of assignments, security agreements and Financing
Statements, and the endorsement of instruments); and the Grantor shall
thereupon pay to the Secured Party on demand the amount of all monies expended
and all costs and expenses (including reasonable attorneys’ fees and legal
expenses) incurred by the Secured Party in connection with or as a result of
the performance or observance of such agreements or the taking of such action
by the Secured Party, together with interest thereon from the date expended or
incurred at the highest lawful rate then applicable to any of the Obligations,
and all such monies expended, costs and expenses and interest thereon shall be
part of the Obligations secured by the Security Interest.


 

















 


Section 14.             Insurance Claims.  As additional security for the payment and
performance of the Obligations, the Grantor hereby collaterally assigns to the
Secured Party any and all monies (including proceeds of insurance and refunds
of unearned premiums) due or to become due under, and all other rights of the
Grantor with respect to, any and all policies of insurance now or at any time
hereafter covering the Collateral or any evidence thereof or any business
records or valuable papers pertaining thereto. 
At any time, whether before or after the occurrence of any Event of
Default, the Secured Party may (but need not), in the Secured Party’s name or
in Grantor’s name, execute and deliver proofs of claim, receive all such
monies, indorse checks and other instruments representing payment of such
monies, and adjust, litigate, compromise or release any claim against the
issuer of any such policy. 
Notwithstanding any of the foregoing, so long as no Event of Default
exists the Grantor shall be entitled to all insurance proceeds with respect to
Inventory provided that such proceeds are applied to the cost of replacement
Inventory.


Section 15.             The Secured Party’s Duties.  The powers conferred on the Secured Party
hereunder are solely to protect its interest in the Collateral and shall not impose
any duty upon it to exercise any such powers. 
The Secured Party shall be deemed to have exercised reasonable care in
the safekeeping of any Collateral in its possession if such Collateral is
accorded treatment substantially equal to the safekeeping which the Secured
Party accords its own property of like kind. 
Except for the safekeeping of any Collateral in its possession and the
accounting for monies and for other properties actually received by it hereunder,
the Secured Party shall have no duty, as to any Collateral, as to ascertaining
or taking action with respect to calls, conversions, exchanges, maturities,
tenders or other matters relative to any Collateral, whether or not the Secured
Party has or is deemed to have knowledge of such matters, or as to the taking
of any necessary steps to preserve rights against any Persons or any other
rights pertaining to any Collateral. 
The Secured Party will take action in the nature of exchanges,
conversions, redemptions, tenders and the like requested in writing by the
Grantor with respect to the Collateral in the Secured Party’s possession if the
Secured Party in its reasonable judgment determines that such action will not
impair the Security Interest or the value of the Collateral, but a failure of
the Secured Party to comply with any such request shall not of itself be deemed
a failure to exercise reasonable care with respect to the taking of any
necessary steps to preserve rights against any Persons or any other rights
pertaining to any Collateral.


 

















 


Section 16.             Default.  Each of the following occurrences shall
constitute an Event of Default under this Agreement:  (a) the failure of the Debtor to pay when due any of the
Obligations; (b) the failure of the Grantor to perform any agreement of the
contained herein or in any other agreement with the Secured Party; (c) any
statement, representation or warranty of the Grantor made herein or at any time
furnished to the Secured Party is untrue in any respect as of the date made;
(d) the entry of any judgment against the Debtor or the Grantor in an amount in
excess of $250,000; (e) the Debtor or the Grantor is generally not paying its
debts as they become due; (f) the appointment of or assignment to a custodian,
as that term is defined in the United States Bankruptcy Code, for any property
of the Debtor or the Grantor, or encumbrance, levy, seizure or attachment of
any portion of the Collateral; (g) the commencement of any proceeding or the
filing of a petition by or against the Debtor or the Grantor under the provisions
of the United States Bankruptcy Code for liquidation, reorganization or
adjustment of debts or under any insolvency law or other statute or law
providing for the modification or adjustment of the rights of creditors and, if
instituted against the Debtor or Grantor, shall have been consented to or
acquiesced in by the Debtor or Grantor or shall remain undismissed for 45 days,
or an order for relief shall have been entered against the Debtor or Grantor;
or (h) dissolution, consolidation, or merger, or transfer of a substantial part
of the property of the Debtor or the Grantor.


Section 17.             Remedies
on Default.  Upon the occurrence of
an Event of Default and at any time thereafter:


17(a)       The
Secured Party may exercise and enforce any and all rights and remedies
available upon default to a secured party under Article 9 of the Uniform
Commercial Code as in effect in the State of Minnesota.


17(b)       The
Secured Party shall have the right to enter upon and into and take possession
of all or such part or parts of the properties of the Grantor, including lands,
plants, buildings, equipment, Inventory and other property as may be necessary
or appropriate in the judgment of the Secured Party to permit or enable the
Secured Party to  manufacture, produce,
process, store or sell or complete the 
manufacture, production, processing, storing or sale of all or any part
of the Collateral, as the Secured Party may elect, and to use  and operate said properties for said
purposes and for such length of time as the Secured Party may deem necessary or
appropriate for said purposes without the payment of any compensation to
Grantor therefor.  The Secured Party may
require the Grantor to, and the Grantor hereby agrees that it will, at its expense
and upon request of the Secured Party forthwith, assemble all or part of the
Collateral as directed by the Secured Party and make it available to the
Secured Party at a place or places to be designated by the Secured Party.


17(c)       Any
disposition of Collateral may be in one or more parcels at public or private
sale, at any of the Secured Party’s offices or elsewhere, for cash, on credit,
or for future delivery, and upon such other terms as the Secured Party may
reasonably believe are commercially reasonable.  The Secured Party shall not be obligated to dispose of Collateral
regardless of notice of sale having been given, and the Secured Party may
adjourn any public or private sale from time to time by announcement made at
the time and place fixed therefor, and such disposition may, without further
notice, be made at the time and place to which it was so adjourned.


 

















 


17(d)       The
Secured Party is hereby granted a license or other right to use, without
charge, all of the Grantor’s property, including, without limitation, all of
the Grantor’s labels, trademarks, copyrights, patents and advertising matter,
or any property of a similar nature, as it pertains to the Collateral, in
completing production of, advertising for sale and selling any Collateral, and
the Grantor’s rights under all licenses and all franchise agreements shall
inure to the Secured Party’s benefit until the Obligations are paid in full.


17(e)       If
notice to the Grantor of any intended disposition of Collateral or any other
intended action is required by law in a particular instance, such notice shall
be deemed commercially reasonable if given in the manner specified for the
giving of notice in Section 22 hereof at least ten calendar days prior to the
date of intended disposition or other action, and the Secured Party may
exercise or enforce any and all other rights or remedies available by law or
agreement against the Collateral, against the Grantor, or against any other
Person or property.  The Secured Party
(i) may dispose of the Collateral in its then present condition or following
such preparation and processing as the Secured Party deems commercially
reasonable, (ii) shall have no duty to prepare or process the Collateral prior
to sale, (iii) may disclaim warranties of title, possession, quiet enjoyment
and the like, and (iv) may comply with any applicable state or federal law
requirements in connection with a disposition of the Collateral and none of the
foregoing actions shall be deemed to adversely affect the commercial
reasonableness of the disposition of the Collateral.


17(f)        Notwithstanding
anything herein or in Article 9 of the Uniform Commercial Code as in effect in
the State of Minnesota to the contrary, Secured Party agrees that  its sole recourse against Grantor shall be
against all of Grantor’s rights, title and interest in, to and under the
Collateral.


Section 18.             Application of Proceeds.   All cash proceeds received by the Secured
Party in respect of any sale of, collection from, or other realization upon all
or any part of the Collateral may, in the discretion of the Secured Party, be
held by the Secured Party as collateral for, or then or at any time thereafter
be applied in whole or in part by the Secured Party against, all or any part of
the Obligations (including, without limitation, reasonable expenses of the Secured
Party payable pursuant to Section 19 hereof).


 

















 


Section 19.             Costs and Expenses; Indemnity.  The Grantor will pay or reimburse the
Secured Party on demand for all reasonable out–of–pocket expenses
(including in each case all filing and recording fees and taxes and all
reasonable fees and expenses of counsel and of any experts and agents) incurred
by the Secured Party in connection with the creation, perfection, protection,
satisfaction, foreclosure or enforcement of the Security Interest and the preparation,
administration, continuance, amendment or enforcement of this Agreement, and
all such costs and expenses shall be part of the Obligations secured by the
Security Interest.  The Grantor shall
indemnify and hold the Secured Party harmless from and against any and all
claims, losses and liabilities (including reasonable attorneys’ fees) growing
out of or resulting from this Agreement and the Security Interest hereby
created (including enforcement of this Agreement) or the Secured Party’s
actions pursuant hereto, except claims, losses or liabilities resulting from
the Secured Party’s gross negligence or willful misconduct as determined by a
final judgment of a court of competent jurisdiction.  Any liability of the Grantor to indemnify and hold the Secured
Party harmless pursuant to the preceding sentence shall be part of the
Obligations secured by the Security Interest. 
The obligations of the Grantor under this Section shall survive any
termination of this Agreement.


Section 20.             Waivers; Remedies; Marshalling.  This Agreement can be waived, modified,
amended, terminated or discharged, and the Security Interest can be released,
only explicitly in a writing signed by the Secured Party.  A waiver so signed shall be effective only
in the specific instance and for the specific purpose given.  Mere delay or failure to act shall not
preclude the exercise or enforcement of any rights and remedies available to
the Secured Party.  All rights and
remedies of the Secured Party shall be cumulative and may be exercised singly
in any order or sequence, or concurrently, at the Secured Party’s option, and
the exercise or enforcement of any such right or remedy shall neither be a
condition to nor bar the exercise or enforcement of any other.  The Grantor hereby waives all requirements
of law, if any, relating to the marshalling of assets which would be applicable
in connection with the enforcement by the Secured Party of its remedies
hereunder, absent this waiver.

















 


Section 21.             Waiver of Defenses.  The Grantor waives the benefit of any and
all defenses and discharges available to a guarantor, surety, indorser or
accommodation party, dependent on its character as such.  Without limiting the generality of the
foregoing, the Grantor (in such capacity) waives presentment, demand for
payment, and notice of nonpayment or protest of the Note or any other
instrument evidencing any of the Obligations; and the Grantor agrees that its
obligations hereunder and the Security Interest hereby created shall not be
affected or impaired in any way by any of the following acts and things (which
the Secured Party may do from time to time without notice to the Grantor): (a)
by any sale, pledge, renewal, extension, indulgence, alteration, substitution,
exchange, change in, modification, or other disposition of any of the
Obligations or any evidence thereof or any collateral therefor, (b) by any
acceptance or release of  guarantors of
any of the Obligations, (c) by any failure, neglect or omission to realize upon
or protect any of Debtor’s obligations under the Note, or to obtain, perfect,
enforce or realize upon any collateral therefor, or to exercise any Lien upon
or right of appropriation of any moneys, credits or property toward the
liquidation of any of the Obligations, or (d) by any partial application of
payments or credits upon any of the Obligations.  The Secured Party shall not be required, before exercising its
rights under this Agreement, to first resort for payment of any of the
Obligations to the Debtor or any other Persons, its or their properties or
estates, or any collateral, property, Liens or other rights or remedies
whatsoever.  The Grantor agrees not to
exercise any right of contribution, recourse, subrogation or reimbursement
available to the Grantor against the Debtor or any other Person or property,
unless and until all Obligations and all other debts, liabilities and
obligations owed by the Debtor and the Grantor to the Secured Party have been
paid and discharged.  The Grantor
expects to derive benefits from the transactions resulting in the creation of
the Obligations.  The Secured Party may
rely conclusively on the continuing warranty, hereby made, that the Grantor
continues to be benefitted by the Secured Party’s extension of credit accommodations
to the Debtor and the Secured Party shall have no duty to inquire into or
confirm the receipt of any such benefits, and this Agreement shall be effective
and enforceable by the Secured Party without regard to the receipt, nature or
value of any such benefits.


Section 22.             Notices.  Any notice or other communication to any
party in connection with this Agreement shall be in writing and shall be sent
by manual delivery, facsimile transmission, overnight courier or United States
mail (postage prepaid) addressed to such party at the address specified on the
signature page hereof, or at such other address as such party shall have
specified to the other party hereto in writing.  All periods of notice shall be measured from the date of delivery
thereof if manually delivered, from the date of sending thereof if sent by
facsimile transmission, from the first business day after the date of sending
if sent by overnight courier, or from four days after the date of mailing if
mailed.


Section 23.             Grantor Acknowledgments.  The Grantor hereby acknowledges that (a) it
has been advised by counsel in the negotiation, execution and delivery of this
Agreement, (b) the Secured Party has no fiduciary relationship to the Grantor,
the relationship being solely that of debtor and creditor, and (c) no joint
venture exists between the Grantor and the Secured Party.


Section 24.             Representations and Warranties.  The Grantor hereby represents and warrants
to the Secured Party that:


 

















 


24(a)       The
Grantor is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization and has the corporate
power and authority and the legal right to own and operate its properties and
to conduct the business in which it is currently engaged.


24(b)       The
Grantor has the power and authority and the legal right to execute and deliver,
and to perform its obligations under, this Agreement and has taken all
necessary corporate action to authorize such execution, delivery and
performance.


24(c)       This
Agreement constitutes a legal, valid and binding obligation of the Grantor
enforceable in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights generally and by
general equitable principles (whether enforcement is sought by proceedings in
equity or at law).


24(d)       The
execution, delivery and performance of this Agreement will not (i) violate any
provision of any law, statute, rule or regulation or any order, writ, judgment,
injunction, decree, determination or award of any court, governmental agency or
arbitrator presently in effect having applicability to the Grantor, (ii)
violate or contravene any provision of the Articles of Incorporation or bylaws
of the Grantor, or (iii) result in a breach of or constitute a default under
any indenture, loan or credit agreement or any other agreement, lease or
instrument to which the Grantor is a party or by which it or any of its
properties may be bound or result in the creation of any Lien thereunder.  The Grantor is not in default under or in
violation of any such law, statute, rule or regulation, order, writ, judgment,
injunction, decree, determination or award or any such indenture, loan or
credit agreement or other agreement, lease or instrument in any case in which
the consequences of such default or violation could have a material adverse
effect on the business, operations, properties, assets or condition (financial
or otherwise) of the Grantor.


24(e)       Except
for filings, recordings and registrations to perfect the Security Interest, no
order, consent, approval, license, authorization or validation of, or filing,
recording or registration with, or exemption by, any governmental or public
body or authority is required on the part of the Grantor to authorize, or is
required in connection with the execution, delivery and performance of, or the
legality, validity, binding effect or enforceability of, this Agreement.


24(f)        There
are no actions, suits or proceedings pending or, to the knowledge of the
Grantor, threatened against or affecting the Grantor or any of its properties
before any court or arbitrator, or any governmental department, board, agency
or other instrumentality which, if determined adversely to the Grantor, would
have a material adverse effect on the business, operations, property or
condition (financial or otherwise) of the Grantor or on the ability of the
Grantor to perform its obligations hereunder.


 

















 


Section 25.             Continuing
Security Interest.  This Agreement
shall (a) create a continuing security interest in the Collateral and shall
remain in full force and effect until payment in full of the Obligations and
the expiration of the obligations, if any, of the Secured Party to extend
credit accommodations to the Debtor, (b) be binding upon the Grantor, its
successors and assigns, and (c) inure to the benefit of, and be enforceable by,
the Secured Party and its successors, transferees, and assigns.


Section 26.             Termination
of Security Interest.  Upon payment
in full of the Obligations and the expiration of any obligation of the Secured
Party to extend credit accommodations to the Debtor, the Security Interest
granted hereby shall terminate.  Upon
any such termination, the Secured Party will return to the Grantor such of the
Collateral then in the possession of the Secured Party as shall not have been
sold or otherwise applied pursuant to the terms hereof and execute and deliver
to the Grantor such documents as the Grantor shall reasonably request to
evidence such termination.  Any
reversion or return of Collateral upon termination of this Agreement and any
instruments of transfer or termination shall be at the expense of the Grantor
and shall be without warranty by, or recourse on, the Secured Party.  As used in this Section, “Grantor” includes
any assigns of Grantor, any Person holding a subordinate security interest in
any of the Collateral or whoever else may be lawfully entitled to any part of
the Collateral.


Section 27.             Governing Law and Construction.  THE VALIDITY, CONSTRUCTION AND
ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF
MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF, EXCEPT
TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER,
OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE MANDATORILY
GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF MINNESOTA.   Whenever possible, each provision of this
Agreement and any other statement, instrument or transaction contemplated
hereby or relating hereto shall be interpreted in such manner as to be
effective and valid under such applicable law, but, if any provision of this
Agreement or any other statement, instrument or transaction contemplated hereby
or relating hereto shall be held to be prohibited or invalid under such
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement or any other statement,
instrument or transaction contemplated hereby or relating hereto.


 

















 


Section 28.             Consent to Jurisdiction. 
AT THE OPTION OF THE SECURED PARTY, THIS AGREEMENT MAY BE ENFORCED IN
ANY FEDERAL COURT OR MINNESOTA STATE COURT SITTING IN HENNEPIN COUNTY; AND THE
GRANTOR CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY
ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT.  IN THE EVENT THE GRANTOR COMMENCES ANY ACTION IN ANOTHER
JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR
INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS AGREEMENT, THE SECURED PARTY
AT ITS OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE
JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE
ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT
PREJUDICE.


Section 29.             Waiver of Notice and Hearing. 
THE GRANTOR HEREBY WAIVES ALL RIGHTS TO A JUDICIAL HEARING OF ANY KIND
PRIOR TO THE EXERCISE BY THE SECURED PARTY OF ITS RIGHTS TO POSSESSION OF THE
COLLATERAL WITHOUT JUDICIAL PROCESS OR OF ITS RIGHTS TO REPLEVY, ATTACH, OR
LEVY UPON THE COLLATERAL WITHOUT PRIOR NOTICE OR HEARING.  THE GRANTOR ACKNOWLEDGES THAT IT HAS BEEN ADVISED
BY COUNSEL OF ITS CHOICE WITH RESPECT TO THIS PROVISION AND THIS AGREEMENT.


Section 30.             Waiver of Jury Trial. 
EACH OF THE GRANTOR AND THE SECURED PARTY, BY ITS ACCEPTANCE OF THIS
AGREEMENT, IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


Section 31.             Counterparts.  This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed
an original, but all such counterparts together shall constitute but one and
the same instrument.


Section 32.             General.  All representations and warranties contained
in this Agreement or in any other agreement between the Grantor and the Secured
Party shall survive the execution, delivery and performance of this Agreement
and the creation and payment of the Obligations.  The Grantor waives notice of the acceptance of this Agreement by
the Secured Party.  Captions in this
Agreement are for reference and convenience only and shall not affect the interpretation
or meaning of any provision of this Agreement.


 

















 


IN WITNESS WHEREOF, the Grantor has caused this
Security Agreement to be duly executed and delivered by its officer thereunto
duly authorized as of the date first above written.


	
   

  	
   

  
	
   

  	
  METRON TECHNOLOGY
  DISTRIBUTION CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By 

  	
  /s/  EDWARD
  D. SEGAL

  
	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
  Chief Executive Officer

  



 


Address for Grantor:


 


Metron Technology Distribution Corporation


1350 Old Bayshore Highway, #210


Burlingame, CA 94010


Fax


 


 


 


Address for the Secured Party:


3455 Lyman Boulevard


MS4-8448


Chaska, MN 55318-3052


Fax 
952-448-1300


 

















 


Schedule 3.1(b)


General Schedule of Product Inventory and the
Spare Parts Inventory


Metron Technology


 


Mandarin Inventory


 


As of August 31, 2002


 


 


	
  Entity

  	
   

  	
  Organized
  in

  	
   

  	
  Location of
  Inventory

  	
   

  	
  Gross
  Value ($000)

  	
   

  	
  Subject to
  security interest

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Europe

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MT Benelux

  	
   

  	
  Netherlands

  	
   

  	
  Netherlands

  	
   

  	
  488

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MT France

  	
   

  	
  France

  	
   

  	
  France

  	
   

  	
  574

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MT Germany

  	
   

  	
  Germany

  	
   

  	
  Germany

  	
   

  	
  762

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MT Italy

  	
   

  	
  Italy

  	
   

  	
  Italy

  	
   

  	
  501

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MT UK

  	
   

  	
  England

  	
   

  	
  UK

  	
   

  	
  904

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Asia

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MT Asia

  	
   

  	
  Hong Kong

  	
   

  	
  tbd

  	
   

  	
  251

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MT Korea

  	
   

  	
  Korea

  	
   

  	
  Korea

  	
   

  	
  500

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MT Singapore

  	
   

  	
  Singapore

  	
   

  	
  Singapore

  	
   

  	
  1,126

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MT Taiwan

  	
   

  	
  Taiwan

  	
   

  	
  Taiwan

  	
   

  	
  1,014

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  6,120

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 

















 


Schedule 6.1


Transferred Employees


	
   

  	
   

  	
  Name

  	
   

  	
  Region

  	
   

  	
  Country

  	
   

  	
  Function

  
	
  1

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Applications Engineer

  
	
  2

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  3

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Service Technician

  
	
  4

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Service Technician

  
	
  5

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Service Technician

  
	
  6

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Applications Engineer

  
	
  7

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  8

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  9

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Service Technician

  
	
  10

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Service Technician

  
	
  11

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Service Technician

  
	
  12

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Applications Engineer

  
	
  13

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  14

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  15

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  16

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Service Technician

  
	
  17

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Service Technician

  
	
  18

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Service Technician

  
	
  19

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Service Technician

  
	
  20

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Applications Engineer

  
	
  21

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  22

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  23

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  24

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Service Technician

  
	
  25

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Service Technician

  
	
  26

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Service Technician

  
	
  27

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Service Technician

  
	
  28

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Service Technician

  
	
  29

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Service Technician

  
	
  30

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Service Technician

  
	
  31

  	
   

  	
  [***]

  	
   

  	
  Asia

  	
   

  	
  [***]

  	
   

  	
  Service Technician

  
	
  32

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  Applications Engineer

  
	
  33

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  34

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  35

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  36

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  37

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  38

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  39

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  



 


 


*Confidential
Treatment Requested


 

















 


 


 


	
  40

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  41

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  42

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  43

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  44

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  45

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  Applications Engineer

  
	
  46

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  Applications Engineer

  
	
  47

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  48

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  MLD Service

  
	
  49

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  MLD Service

  
	
  50

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  MLD Service

  
	
  51

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  MLD Service

  
	
  52

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  53

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  54

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  55

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  56

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  57

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  58

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  59

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  60

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  61

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  service eng

  
	
  62

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD apps

  
	
  63

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  64

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  65

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  66

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  67

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  68

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  69

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  70

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  MLD Service

  
	
  71

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  MLD Service

  
	
  72

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  MLD Service

  
	
  73

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  MLD Service

  
	
  74

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  75

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  76

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  77

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  Applications Engineer

  
	
  78

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  79

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  80

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  [***]

  
	
  81

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  Applications Engineer

  
	
  82

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  MLD Service

  
	
  83

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  MLD Service

  
	
  84

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  MLD Service

  
	
  85

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  MLD Service

  
	
  86

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  87

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  88

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  89

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  SCD Service

  
	
  90

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  Service

  
	
  91

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  Service Eng

  
	
  92

  	
   

  	
  [***]

  	
   

  	
  Europe

  	
   

  	
  [***]

  	
   

  	
  Service

  



 


*Confidential
Treatment Requested


 


-2-

















Schedule 9.1(j)


Employee Benefits


	
  Employee
  benefits

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MT
  Benelux

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Service

  	
   

  	
  Sales

  	
   

  	
  Sales

  
	
   

  	
   

  	
  All

  	
   

  	
  engineers

  	
   

  	
  engineers

  	
   

  	
  support

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of days annual
  vacation

  	
   

  	
  30

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monthly salary paid x
  times

  	
   

  	
  13.5

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales Commission

  	
   

  	
   

  	
   

  	
  y

  	
   

  	
  n

  	
   

  	
  n

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bonus scheme

  	
   

  	
   

  	
   

  	
  n

  	
   

  	
  mbo/dis

  	
   

  	
  discretionary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Car lease

  	
   

  	
   

  	
   

  	
  y

  	
   

  	
  y

  	
   

  	
  n

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Car allowance — flat

  	
   

  	
   

  	
   

  	
  n

  	
   

  	
  n

  	
   

  	
  n

  
	
  Kilometer allowance

  	
   

  	
   

  	
   

  	
  n

  	
   

  	
  n

  	
   

  	
  n

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Defined contribution
  pension plan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  employer
  contribution

  	
   

  	
  6%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  employee
  contribution

  	
   

  	
  4%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Private health insurance
  contributions

  	
   

  	
  y

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Permanent health insurance

  	
   

  	
  n

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Life assurance

  	
   

  	
  y

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  other — please specify:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Employee savings scheme

  	
   

  	
  y

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PC prive project

  	
   

  	
  y

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


 


mbo = Individual management by objective
incentive plan agreed on a year-by-year basis, subject a maximum potential of
10-40% (typically 10 or 20% for applications engineers, 20 or 25% for product
managers, 15% for csm’s and 40% for European csm’s) of base salary 


 


dis = Discretionary bonus paid to all staff
and expressed as a multiple (typically 0 - 0.5 - 1) of base monthly salary.


 


 


	
  Employee
  benefits

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MT France

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Service

  	
   

  	
  Sales

  	
   

  	
  Sales

  
	
   

  	
   

  	
  All

  	
   

  	
  engineers

  	
   

  	
  engineers

  	
   

  	
  support

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of days annual
  vacation

  	
   

  	
  36
  or 41

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monthly salary paid x
  times

  	
   

  	
   

  	
   

  	
  12

  	
   

  	
  13

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales Commission

  	
   

  	
   

  	
   

  	
  y

  	
   

  	
  n

  	
   

  	
  n

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bonus scheme

  	
   

  	
   

  	
   

  	
  n

  	
   

  	
  mbo/dis

  	
   

  	
  dis

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Car lease

  	
   

  	
   

  	
   

  	
  y

  	
   

  	
  y

  	
   

  	
  n

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Car allowance — flat

  	
   

  	
  n

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kilometer allowance

  	
   

  	
  n

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Defined contribution
  pension plan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  employer
  contribution

  	
   

  	
  9,6
  % of gross salary

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  employee
  contribution

  	
   

  	
  2,4
  % of gross salary

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Private health insurance
  contributions

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Permanent health insurance

  	
   

  	
  80%
  of premium

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  20%
  of premium

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Life assurance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  other — please specify:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Legal profit share
  (statutory benefit)

  	
   

  	
  y

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
												



 


 


mbo = Individual management by objective
incentive plan agreed on a year-by-year basis, subject a maximum potential of
10-40% (typically 10 or 20% for applications engineers, 20 or 25% for product managers,
15% for csm’s and 40% for European csm’s) of base salary 


 


dis = Discretionary bonus paid to all staff
and expressed as a multiple (typically 0 - 0.5 - 1) of base monthly salary.


 


 


-2-

















 


 


 


	
  Employee
  benefits

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MT
  Germany

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Service

  	
   

  	
  Sales

  	
   

  	
  Sales

  
	
   

  	
   

  	
  All

  	
   

  	
  engineers

  	
   

  	
  engineers

  	
   

  	
  support

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of days annual
  vacation

  	
   

  	
  30

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monthly salary paid x
  times

  	
   

  	
  13.5

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales Commission

  	
   

  	
   

  	
   

  	
  y

  	
   

  	
  n

  	
   

  	
  n

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bonus scheme

  	
   

  	
   

  	
   

  	
  n

  	
   

  	
  mbo/dis

  	
   

  	
  dis

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Car lease

  	
   

  	
   

  	
   

  	
  y

  	
   

  	
  y

  	
   

  	
  n

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Car allowance — flat

  	
   

  	
  n

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kilometer allowance

  	
   

  	
  n

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Defined contribution
  pension plan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  employer
  contribution

  	
   

  	
  Euro
  1,742 annually

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  employee
  contribution

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Private health insurance
  contributions

  	
   

  	
  n

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Permanent health insurance

  	
   

  	
  y

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  employer
  contribution

  	
   

  	
  50%
  of premium

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  employee
  contribution

  	
   

  	
  50%
  of premium

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Life insurance

  	
   

  	
  n

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  other — please specify:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bavarian holidays

  	
   

  	
  y

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Vermögenswirksame Leistung

  	
   

  	
  y

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  employer
  contribution

  	
   

  	
  Euro
  40 p.m.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  employee
  contribution

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


mbo = Individual management by objective
incentive plan agreed on a year-by-year basis, subject a maximum potential of
10-40% (typically 10 or 20% for applications engineers, 20 or 25% for product
managers, 15% for csm’s and 40% for European csm’s) of base salary 


 


dis = Discretionary bonus paid to all staff
and expressed as a multiple (typically 0 - 0.5 - 1) of base monthly salary.


 


 


 


-3-

















 


 


 


 


	
  Employee benefits

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MT Italy

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Service

  	
   

  	
  Sales

  	
   

  	
  Sales

  
	
   

  	
   

  	
  All

  	
   

  	
  engineers

  	
   

  	
  engineers

  	
   

  	
  support

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of
  days annual vacation

  	
   

  	
  35

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monthly salary
  paid x times

  	
   

  	
  14

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales
  Commission

  	
   

  	
   

  	
   

  	
  y

  	
   

  	
  n

  	
   

  	
  n

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bonus scheme

  	
   

  	
   

  	
   

  	
  n

  	
   

  	
  mbo/dis

  	
   

  	
  discretionary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Car lease

  	
   

  	
   

  	
   

  	
  y

  	
   

  	
  y

  	
   

  	
  n

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Car
  allowance — flat

  	
   

  	
  n

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kilometer
  allowance

  	
   

  	
  n

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Defined
  contribution pension plan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (note: part
  of total social taxes)                                      

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  employer contribution

  	
   

  	
  30.78%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I.e.
  mandatory

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  employee contribution

  	
   

  	
  8.89%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Private
  health insurance contributions

  	
   

  	
  n

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Permanent
  health insurance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  employee
  contribution

  	
   

  	
   

  	
   

  	
  1.20%

  	
   

  	
  3.35%

  	
   

  	
  0.50%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Life
  assurance

  	
   

  	
  n

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  other —
  please specify:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  n

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  n

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


mbo = Individual management by
objective incentive plan agreed on a year-by-year basis, subject a maximum
potential  of 10-40% (typically 10 or
20% for applications engineers, of 10-40% (typically 10 or 20% for applications
engineers, of 10-40% (typically 10 or 20% for applications engineers, and 40%
for European csm’s) of base salary 


 


 


 


-4-

















dis = Discretionary bonus paid
to all staff and expressed as a multiple (typically 0 - 0.5 - 1) of base
monthly salary.


 


 


	
  Employee
  benefits

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MT UK

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Service

  	
   

  	
  Sales

  	
   

  	
  Sales

  
	
   

  	
   

  	
  All

  	
   

  	
  engineers

  	
   

  	
  engineers

  	
   

  	
  support

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of days annual
  vacation

  	
   

  	
  25

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monthly salary paid x
  times

  	
   

  	
  12

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales Commission

  	
   

  	
   

  	
   

  	
  y

  	
   

  	
  n

  	
   

  	
  n

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bonus scheme

  	
   

  	
   

  	
   

  	
  n

  	
   

  	
  mbo/dis

  	
   

  	
  dis

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Car lease

  	
   

  	
   

  	
   

  	
  y

  	
   

  	
  y

  	
   

  	
  n

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Car allowance — flat

  	
   

  	
  y

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kilometer allowance

  	
   

  	
  n

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Defined contribution
  pension plan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  employer
  contribution

  	
   

  	
  6%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  employee
  contribution

  	
   

  	
  4%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Private health insurance
  contributions

  	
   

  	
  y

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Permanent health insurance

  	
   

  	
  y

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Life assurance

  	
   

  	
  y

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  other — please specify:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 


-5-

















 


 


 


mbo = Individual management by objective
incentive plan agreed on a year-by-year basis, subject a maximum potential of
10-40% (typically 10 or 20% for applications engineers, 20 or 25% for product
managers, 15% for csm’s and 40% for European csm’s) of base salary 


 


dis = Discretionary bonus paid to all staff
and expressed as a multiple (typically 0 - 0.5 - 1) of base monthly salary.


 


 


	
  Employee
  benefits

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MT Korea

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Service

  	
   

  	
  Sales

  	
   

  	
  Sales

  
	
   

  	
   

  	
  All

  	
   

  	
  engineers

  	
   

  	
  engineers

  	
   

  	
  support

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of days annual
  vacation

  	
   

  	
  10

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monthly salary paid x
  times

  	
   

  	
  12

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales Commission

  	
   

  	
   

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bonus scheme

  	
   

  	
   

  	
   

  	
  No

  	
   

  	
  discretionary

  	
   

  	
  discretionary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Car lease

  	
   

  	
   

  	
   

  	
  N

  	
   

  	
  N

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Car allowance — flat

  	
   

  	
  y

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Kilometer allowance

  	
   

  	
  y

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Defined contribution
  pension plan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  employer
  contribution

  	
   

  	
  4.50%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  employee
  contribution

  	
   

  	
  4.50%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Private health insurance
  contributions

  	
   

  	
  Y

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Permanent health insurance

  	
   

  	
  n

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Life assurance

  	
   

  	
  Y

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  other — please specify:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Meal allowance (KRW
  100,000 per month)

  	
   

  	
  Y

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


mbo = Individual management by objective
incentive plan agreed on a year-by-year basis, subject a maximum potential of
xx% (typically 10-20%) of base salary 


 


dis = Discretionary bonus paid to all staff
and expressed as a multiple (typically 0.5 - 2) of base monthly salary.


 


 


 


-6-

















 


 


 


	
  Employee
  benefits

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  MT
  Singapore

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
  Service

  	
   

  	
  Sales

  	
   

  	
  Sales

  	 

	
   

  	
   

  	
  All

  	
   

  	
  engineers

  	
   

  	
  engineers

  	
   

  	
  support

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Number of days annual
  vacation

  	
   

  	
  15-22

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Monthly salary paid x
  times

  	
   

  	
  13

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Sales Commission

  	
   

  	
   

  	
   

  	
  y

  	
   

  	
  n

  	
   

  	
  n

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Bonus scheme

  	
   

  	
   

  	
   

  	
  n

  	
   

  	
  discretionary

  	
   

  	
  discretionary

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Car lease

  	
   

  	
  n

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Car allowance — flat

  	
   

  	
   

  	
   

  	
  y

  	
   

  	
  y

  	
   

  	
  n

  	 

	
  Kilometer allowance

  	
   

  	
  n

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Defined contribution
  pension plan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  employer
  contribution

  	
   

  	
  16%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CPF

  
	
  employee
  contribution

  	
   

  	
  20%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CPF

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Private health insurance
  contributions

  	
   

  	
  n

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Permanent health insurance

  	
   

  	
  n

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  Life assurance

  	
   

  	
  y

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  other — please specify:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	 




 


 


mbo = Individual management by objective
incentive plan agreed on a year-by-year basis, subject a maximum potential of
xx% (typically 10-20%) of base salary 


 


dis = Discretionary bonus paid to all staff
and expressed as a multiple (typically 0.5 - 2) of base monthly salary.


 


 


 


-7-

















 


 


	
  Employee
  benefits

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MT Taiwan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Service

  	
   

  	
  Sales

  	
   

  	
  Sales

  
	
   

  	
   

  	
  All

  	
   

  	
  engineers

  	
   

  	
  engineers

  	
   

  	
  support

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of days annual
  vacation

  	
   

  	
  10~15

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monthly salary paid x
  times

  	
   

  	
  14

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sales Commission

  	
   

  	
   

  	
   

  	
  Y

  	
   

  	
  N

  	
   

  	
  N

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bonus scheme

  	
   

  	
   

  	
   

  	
  N

  	
   

  	
  discretionary

  	
   

  	
  discretionary

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Car lease

  	
   

  	
  N

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Car allowance — flat

  	
   

  	
   

  	
   

  	
  Y

  	
   

  	
  Y

  	
   

  	
  N

  
	
  Kilometer allowance

  	
   

  	
  Y

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Defined contribution
  pension plan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  employer
  contribution

  	
   

  	
  2%

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  employee
  contribution

  	
   

  	
  none

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Private health insurance
  contributions

  	
   

  	
  Y

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Permanent health insurance

  	
   

  	
  N

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Life assurance

  	
   

  	
  Y

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  other — please specify:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


mbo = Individual management by objective
incentive plan agreed on a year-by-year basis, subject a maximum potential of
xx% (typically 10-20%) of base salary 


 


dis = Discretionary bonus paid to all staff
and expressed as a multiple (typically 0.5 - 2) of base 


 


 


-8-

















Schedule
9.1(o)


 


MTDC Inventory


METRON TECHNOLOGY
DISTRIBUTION CORPORATION


SUMMARY OF
INVENTORY


 


 


 


 


AT AUGUST 31, 2002


(ACTUAL)


 


 


 


	
   

  	
   

  	
   

  	
   

  	
  Demo

  	
   

  	
   

  	
   

  	
  Spare Parts

  	
   

  	
  Work In

  	
   

  	
  Freight/Duty

  	
   

  	
   

  
	
  PRINCIPAL

  	
   

  	
  Equipment

  	
   

  	
  Equip

  	
   

  	
  Spare Parts

  	
   

  	
  Offset (1)

  	
   

  	
  Process

  	
   

  	
  On Inventory

  	
   

  	
  TOTAL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AG

  	
   

  	
  1,070,918.92

  	
   

  	
  50,000.00

  	
   

  	
  5,140,726.47

  	
   

  	
  (3,366,250.13

  	
  )

  	
  25,604.97

  	
   

  	
   

  	
   

  	
  2,921,000.23

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  APCO

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,368.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,368.00

  
	
  Seiko

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  965,847.45

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  57,950.85

  	
   

  	
  1,023,798.30

  
	
  Sigma

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  425,845.26

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  25,550.72

  	
   

  	
  451,395.98

  
	
  Varian

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  329,575.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  26,222.65

  	
   

  	
  355,797.65

  
	
  Zeiss

  	
   

  	
  248,641.85

  	
   

  	
  682,489.38

  	
   

  	
  212,908.62

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  39,450.22

  	
   

  	
  1,183,490.07

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1,319,560.77

  	
   

  	
  732,489.38

  	
   

  	
  7,076,270.80

  	
   

  	
  (3,366,250.13

  	
  )

  	
  25,604.97

  	
   

  	
  149,174.44

  	
   

  	
  5,936,850.23

  



 


 


AT OCTOBER 9, 2002


(PRELIMINARY)


 


 


 


	
   

  	
   

  	
   

  	
   

  	
  Demo

  	
   

  	
   

  	
   

  	
  Spare Parts

  	
   

  	
  Work In

  	
   

  	
  Freight/Duty

  	
   

  	
   

  
	
  PRINCIPAL

  	
   

  	
  Equipment

  	
   

  	
  Equip

  	
   

  	
  Spare Parts

  	
   

  	
  Offset (1)

  	
   

  	
  Process

  	
   

  	
  On Inventory

  	
   

  	
  TOTAL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AG

  	
   

  	
  1,071,602.48

  	
   

  	
  50,000.00

  	
   

  	
  5,567,663.11

  	
   

  	
  (3,334,233.42

  	
  )

  	
  3,365.80

  	
   

  	
   

  	
   

  	
  3,358,397.97

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  APCO

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,368.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  1,368.00

  
	
  Seiko

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  951,261.65

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  56,999.57

  	
   

  	
  1,008,261.22

  
	
  Sigma

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  346,234.65

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  20,774.08

  	
   

  	
  367,008.73

  
	
  Varian

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  325,498.00

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  29,837.94

  	
   

  	
  355,335.94

  
	
  Zeiss

  	
   

  	
  188,695.61

  	
   

  	
  570,932.01

  	
   

  	
  287,358.08

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  39,208.69

  	
   

  	
  1,086,194.39

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1,260,298.09

  	
   

  	
  620,932.01

  	
   

  	
  7,479,383.49

  	
   

  	
  (3,334,233.42

  	
  )

  	
  3,365.80

  	
   

  	
  146,820.28

  	
   

  	
  6,176,566.25

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


-9-

















 


Schedule 11.1


Legacy Products


                Any product
that meets one or more of the following criteria shall be deemed to be a “Legacy Product”:


1.             Products for which
Metron has purchased or licensed the rights to manufacturing and is
manufacturing at one of its facilities.


2.             Products that have
been purchased or licensed and are no longer being manufactured by the original
equipment manufacturer.


3.             Products that do
not compete with the current generation of FSI products, including the
MAGELLANTM, ANTARES®, ZETA®, MERCURY®, POLARIS® product offerings.


 

















 


Schedule 11.4


Permits and Product Registrations


To be attached hereto after the Effective
Date in accordance with Section 11.4.


 

















 


Schedule 11.5


Transition Plan


To be agreed by FSI and Metron and attached hereto 


after the Effective Date in accordance with Section 11.5.


 

















 


Schedule 11.10


Contracts related to Distribution Business


To be attached hereto after the Effective
Date in accordance with Section 11.10.