www.eXFILE.com 888-775-4789 --- NEXX SYSTEMS, INC.  FORM S-1


     

    EXHIBIT
10.4

     

    September
13, 2008

    


    


    


    Dr. Tom
Walsh

    15536
Village Drive

    Lake
Oswego, Oregon 97034

    


    Dear
Tom:

    


    On behalf
of NEXX Systems, we are very excited to offer you the position as President and
Chief Executive Officer of NEXX Systems, Inc., a Delaware corporation
(“NEXX”).  The following sets forth the proposed terms and conditions
of your offer of employment.  We hope that you choose to join the NEXX
executive team and look forward to a mutually beneficial
relationship.

    


    
      	
              1.        

            	
              Position. Your role will be
      President and Chief Executive Officer, and you will work at our Billerica,
      Massachusetts headquarters.  You will report directly to the
      Board of Directors.  As discussed, the requirements of the
      initial position include significant travel.  We hope that you
      can commence employment as soon as possible and in any event no later than
      October 1, 2008.

            


    

    


    
      	
              2.        

            	
              Compensation.

            


    

     

    
      	
              a)  

            	
              Base
      Wage.  In
      this position you will earn a
      starting bi-weekly salary of $10,192.31, which is equivalent to $265,000
      on an annualized basis, subject to applicable tax
      withholding.  Your salary will be paid pursuant to the
      Company’s regular payroll policy.  Your base salary and position
      will be reviewed by the Board of Directors of the Company annually as part
      of the Company’s normal review process for
  officers.

            


    

     

    
      	
              b)  

            	
              Incentive
      Bonus.  In addition, you will be eligible for an
      incentive bonus for each fiscal year.  The bonus will be awarded
      based on criteria established by the Company’s Board of Directors with
      your input.  Your target annual bonus will be $100,000, and the
      bonus will be paid bi-annually beginning in 2009 (as defined below) and
      based on target objectives proposed by the company and approved by the
      Board.  A one-time $50,000 bonus will be earned upon your
      commencing employment with a starting date of on or before October 1,
      2008.  The bonus will be paid during the first quarter of
      2009.  In addition, the bonus for Q4-2008, pro rated as $25,000
      will be guaranteed.  Each of these bonuses will be paid in Q1-09
      to comply with Section 409A of the Internal Revenue Code.  The
      determinations of the Company’s Board of Directors with respect to your
      bonus will be final and binding.  Further, on an annual basis,
      your base salary and bonus will be subject to review by the Company’s
      Board of Directors.

            


    

     

    
      	
              3.        

            	
              Employee
      Benefits.

            


    

     

    
      	
               
      

            	
              As a NEXX employee, you
      are entitled to participate in the comprehensive benefits package as
      outlined in the Summary Benefits documents
  enclosed.

            


    

     

    
      	
              a.  

            	
              Time
      Off  You will be eligible to accrue up to 20 days of
      vacation time per calendar year, pro-rated for the remainder of this
      calendar year.  Vacation time accrues monthly, with each pay
      period.  In addition, you will be eligible to take up to 5 sick
      days per calendar year.

            


    

     

    
      	
              b.  

            	
              Group
      Plans.  The Company
      will provide you with the opportunity to participate in the standard
      benefits plans currently available to other similarly situated employees,
      subject to any eligibility requirements imposed by such
    plans.

            


    

     

    
      	
              4.        

            	
              Stock
      Option/Restricted Stock.  You will be granted the right
      to purchase a number of shares (the "Shares") of Common Stock of the
      Company in an amount equal to 5.0% of the fully diluted capitalization of
      the Company as of your Start Date.  The fully diluted
      capitalization of the Company will be determined on an as-converted basis,
      including unexercised options and unallocated shares reserved for issuance
      under

            


    

     

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                  

              	
                the
      employee stock pool.  This stock purchase right will be offered
      pursuant to the terms of a stock option or, at your option, restricted
      stock purchase agreement to be entered into between the Company and
      you.  The purchase price per share will be equal to the fair
      market value as determined by the Company’s Board of Directors on the date
      of grant.  The Shares will vest over four years, based upon your
      continued employment with the Company as follows:  25% of the
      Shares will vest on the first anniversary of the Grant Date, and 1/48th of
      the Shares will vest at the end of each one-month period thereafter,
      subject to your continued employment with the Company.  In
      addition, the Company will have a right of first refusal with respect to
      your resale of any Shares.  The price at which the Company may
      exercise its right of first refusal will be equal to the price most
      recently set by the Board of Directors as the fair market value of the
      Company's Common Stock.  The right of first refusal will
      terminate upon the closing of an initial public offering of the Company's
      Common Stock in which all outstanding shares of Preferred Stock are
      converted to Common Stock

              


      

       

    

     

    
      	
              5.        

            	
              Relocation

            


    

     

    
      	
              a.  

            	
              Net
      of payroll taxes, NEXX will pay relocation expenses up to $30,000 for
      moving of personal goods of direct expense reimbursement for relocation to
      be used within the first fifteen months of employment.  Keep in
      mind, some relocation expenses are considered taxable based on IRS rules
      and regulations.  In addition, if you chose to leave NEXX
      Systems within one year, the amount of your relocation will be paid back
      to the company.

            


    

    
      	
              b.  

            	
              Net
      of payroll taxes, NEXX will pay up to $75,000 of closing costs on the sale
      of your primary residence if sold before your first anniversary of
      employment.  NEXX will pay up to $50,000 of these costs during
      the second year of your employment and up to $25,000 during the third
      year.

            


    

    
      	
              c.  

            	
              Net
      of payroll taxes, NEXX will pay up to $15,000 of the closing costs of a
      home that you purchase within 50 miles of NEXX within the first year of
      employment.

            


    

    
      	
              d.  

            	
              Between
      your starting date and the earlier of June 30, 2009 or the time at which
      you purchase a home as provided in item c. immediately above we will pay
      up to $2,500/month of temporary living
expenses.

            


    

    


     

    
      	
              6.        

            	
              Pre-employment
      Conditions.

            


    

     

    
      	
              a.  

            	
              Confidentiality
      Agreement.  Your
      acceptance of this offer and commencement of employment with the Company
      is contingent upon the execution, and delivery to an officer of the
      Company, of the NEXX Systems Confidentiality, Non-Competition, Proprietary
      Information and Inventions Agreement., a copy of which is enclosed for
      your review and execution (the “Confidentiality
      Agreement”), prior to or on your Start
  Date.

            


    

     

    
      	
              b.  

            	
              Right
      to Work.  For
      purposes of federal immigration law, you will be required to provide to
      the Company documentary evidence of your identity and eligibility for
      employment in the United States.  Such documentation must be
      provided to us within three (3) business days of your Start Date, or our
      employment relationship with you may be terminated without liability to
      the Company.

            


    

     

    
      	
              i.  

            	
              Verification
      of Information.  This offer
      of employment is also contingent upon the successful verification of the
      information you provided to the Company during your application process,
      as well as a general background check performed by the Company to confirm
      your suitability for employment.  By accepting this offer of
      employment, you warrant that all information provided by you is true and
      correct, and you expressly release the Company from any claim or cause of
      action arising out of the Company’s verification of such information. You
      have a right to review copies of any public records obtained by the
      Company in conducting this verification process unless you check the box
      below.

            


    

     

    
      
        
        

      

      
        - 2
-

        
          

        

      

      
        
        

      

    

    
      	
              7.        

            	
              No
      Conflicting Obligations.  You
      understand and agree that by accepting this offer of employment, you
      represent to the Company that your performance will not breach any other
      agreement to which you are a party or otherwise bound and that you have
      not, and will not during the term of your employment with the Company,
      enter into any oral or written agreement in conflict with any of the
      provisions of this letter or the Company’s policies.  You are
      not to bring with you to the Company, or use or disclose to any person
      associated with the Company, any confidential or proprietary information
      belonging to any former employer or other person or entity with respect to
      which you owe an obligation of confidentiality under any agreement or
      otherwise.  Also, we expect you to abide by any obligations to
      refrain from soliciting any person employed by or otherwise associated
      with any former employer and suggest that you refrain from having any
      contact with such persons until such time as any non-solicitation
      obligation expires.

            


    

     

    
      	
              8.        

            	
              General
      Obligations.  As an
      employee, you will be expected to adhere to the Company’s standards of
      professionalism, loyalty, integrity, honesty, reliability and respect for
      all.  Please note that the Company is an equal opportunity
      employer.  The Company does not permit, and will not tolerate,
      the unlawful discrimination or harassment of any employees, consultants,
      or related third parties on the basis of sex, race, color, religion, age,
      national origin or ancestry, marital status, veteran status, mental or
      physical disability or medical condition, sexual orientation, pregnancy,
      childbirth or related medical condition, or any other status protected by
      applicable law.  Any questions regarding this EEO statement
      should be directed to Human
Resources.

            


    

     

    
      	
              9.        

            	
              Severance.

            


    

     

    
      	
              a.  

            	
              General
      Terms.  In no way
      limiting the Company’s policy of employment at-will, if your employment is
      terminated by the Company without Cause (as defined below), and other than
      as a result of your death or disability or your voluntary resignation, the
      Company will offer certain severance benefits to you.  As a
      condition to your receipt of such benefits, you are required to comply
      with your continuing obligations (including the return of any Company
      property), resign from all positions you hold with the Company, and
      execute the Company’s standard form of release agreement releasing any
      claims you may have against the
Company.

            


    

     

    
      	
              i.  

            	
              If
      your employment is terminated by the Company other than for Cause (as
      defined below) prior to the one-year anniversary of your Start Date, you
      will be entitled to the following cash and vesting severance
      benefits:  (i) the vesting of the Shares will be accelerated
      such that 50% of the Shares are vested (and released from the Company's
      repurchase option) and (ii) a severance payment will be made to you in an
      amount equal to six (6) months of your base salary, less all applicable
      deductions and withholdings, payable in accordance with the Company’s
      payroll policies.  The Company will also reimburse you for COBRA
      payments for a period of six
months.

            


    

     

    
      	
              ii.  

            	
              If
      your employment is terminated by the Company other than for Cause (as
      defined below) after the one-year anniversary of your Start Date but
      before the second anniversary of your Start Date, you will be entitled to
      the following cash and vesting severance benefits:  (i) the
      vesting of the Shares will be accelerated (and released from the Company's
      repurchase option) with respect to a pro-rata difference between 50% and
      75% the pro-rata based on the percentage of days between the two
      anniversary dates of your then unvested Shares, and (ii) a severance
      payment will be made to you in an amount equal to six (6) months of your
      base salary, less all applicable deductions and withholdings, in
      accordance with the Company’s payroll policies.  The Company
      will also reimburse you for COBRA payments for a period of six
      months.

            


    

     

    
      	
              iii.  

            	
              If
      your employment is terminated by the Company other than for Cause (as
      defined below) after the two-year anniversary of your Start Date, you will
      be entitled to the following cash and vesting severance
      benefits:  (i) 100% vesting of the Shares will be accelerated
      (and released from the Company's repurchase option) of your then unvested
      Shares, and (ii) a severance payment will be made to you in an amount
      equal to six (6) months of your base salary, less all applicable
      deductions and withholdings, in accordance with the Company’s payroll
      policies.  The Company will also reimburse you for COBRA
      payments for a period of six
months.

            


    

     

    
      
        
        

      

      
        - 3
-

        
          

        

      

      
        
        

      

    

    
      	
              iv.  

            	
              Notwithstanding
      the provisions of the immediately preceding paragraph, if, within six (6)
      months following a Change of Control (as defined below) (a) there is a
      Constructive Termination (as defined below) or (b) your employment is
      terminated other than for Cause (as defined below), you will be entitled
      to the following cash and vesting severance benefits: (i) the vesting of
      all of your then unvested Shares will be accelerated as of the date of
      termination or Constructive Termination, and (ii) a lump sum severance
      payment will be made to you in an amount equal to six (6) months of your
      base salary, less all applicable deductions and withholdings, in
      accordance with the Company’s payroll policies.  The Company
      will also reimburse you for COBRA payments for a period of six
      months.

            


    

     

    
      	
              10.        

            	
              At-Will
      Employment.  Employment with the Company is for no
      specific period of time.  Your employment with the Company will
      be on an “at will” basis, meaning that either you or the Company may
      terminate your employment at any time for any reason or no reason, without
      further obligation or liability, except as set forth in Section 8
      above.  Although your job duties, title, compensation and
      benefits, as well as the Company’s personnel policies and procedures, may
      change from time-to-time, this policy of at-will employment is the entire
      agreement as to the duration of your employment and may only be modified
      in an express written agreement signed by you and another officer of the
      Company specifically authorized by the Board of Directors to make such
      change.

            


    

     

    
      	
              11.        

            	
              Definitions.

            


    

     

    
      	
              a.  

            	
              Cause.  For
      the purposes of this letter, “Cause” shall
mean:

            


    

    
      	
              i.  

            	
              your
      repeated failure to perform one or more of your essential duties and
      responsibilities to the Company which continues after written notice from
      the Company’s Board of Directors, specifying in reasonable detail the
      tasks which must be accomplished and a timeline for their accomplishment
      to avoid termination for Cause;

            


    

    
      	
              ii.  

            	
              gross
      dereliction of your duties

            


    

    
      	
              iii.  

            	
              your
      material violation of any Company
policy;

            


    

    
      	
              iv.  

            	
              your
      commission of any act of fraud, embezzlement, dishonesty or any other
      willful misconduct or gross negligence that has caused or is reasonably
      expected to result in material injury to the
  Company;

            


    

    
      	
              v.  

            	
              your
      unauthorized use or disclosure of any proprietary information or trade
      secrets of the Company or any other party to whom you owe an obligation of
      nondisclosure as a result of your relationship with the
      Company;

            


    

    
      	
              vi.  

            	
              your
      willful breach of any of your obligations under any written agreement or
      covenant with the Company; or

            


    

    
      	
              vii.  

            	
              your
      conviction of a felony or indictment for any felony which would harm the
      reputation of the Company if you were found
  guilty.

            


    

    


    
      	
              b.  

            	
              Constructive
      Termination shall be deemed to have occurred if, following a Change
      of Control (a) there is a material diminution in your duties and
      responsibilities (other than a change of title), (b) your office is
      relocated more than fifty (50) miles from your office location at the time
      of the Change of Control, or (c) there is a reduction in your salary or
      benefits.

            


    

    


    
      	
              c.  

            	
              Change
      of Control. means the occurrence of any of the following
      events:

            


    

    


    
      	
              i.  

            	
              The
      closing of a sale of all or a majority of the assets of the Company;
      or

            


    

    
      	
              ii.  

            	
              The
      closing of a merger or consolidation of the Company with any other
      corporation,

            


    

     

    
      
        
          
          

        

        
          - 4
-

          
            

          

        

        
          
          

        

      

      
        	
                 

              	
                other
      than a merger or consolidation which would result in the voting securities
      of the Company outstanding immediately prior thereto continuing to
      represent (either by remaining outstanding or by being converted into
      voting securities of the surviving entity) at least fifty percent (50%) of
      the total voting power represented by the voting securities of the Company
      or such surviving entity outstanding immediately after such merger or
      consolidation; or

              


      

    

    
      	
              iii.  

            	
              Completion
      of a tender or exchange offer or other transaction or series of
      transactions (other than a financing transaction or financing transactions
      primarily for the purpose of raising operating capital) resulting in less
      than a majority of the outstanding voting shares of the surviving
      corporation being held, immediately after such transaction or series of
      transactions, by the holders of the voting shares of the Company
      outstanding immediately prior to such transaction or series of
      transactions.

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        - 5
-

        
          

        

      

      
        
        

      

    

    We are
delighted to be able to extend you this offer and look forward to working with
you.  To indicate your acceptance of the Company’s offer, please sign
and date this letter in the space provided below and return it to Donna Tinsley,
along with a signed and dated original copy of the Confidentiality Agreement, on
or before September 20, 2008.  The Company requests that you begin
work in this new position on or before October 6, 2008.  Please
indicate the date (either on or before the aforementioned date) on which you
expect to begin work in the space provided below (the “Start
Date”).  This letter, together with the Confidentiality
Agreement, sets forth the terms of your employment with the Company and
supersedes any prior representations or agreements, whether written or
oral.  This letter will be governed by the laws of Delaware without
regard to its conflict of laws provisions.  This letter may not be
modified or amended except by a written agreement, signed by an officer of the
Company.

     

    


    


    Very
truly yours,

    


    NEXX
Systems, Inc.

    


    By:  Donna
Tinsley

    


    Title:  Human
Resources Manager

    


    ACCEPTED
AND AGREED:

    


    


    Thomas
Walsh

    


    /s/ Thomas
Walsh                   


    Signature

    


    September 14,
2008                 


    Date

     

    ___           I
hereby waive my right to receive any public records as described
above.

     

    Anticipated
Start Date: October 6,
2008

     

    Attachment
A:  Confidential Information and Invention Assignment
Agreement

     

    
      
        
        

      

      
        - 6
-

        
          

        

      

      
        
        

      

    

    Attachment
A

    


    Confidential
Information and Invention Assignment Agreement

     

    
      	
              

            	
              PROPRIETARY
      INFORMATION AND INVENTIONS AND NON-COMPETITION AGREEMENT

              Document
      F-HR-1003

              Revision
      B.1 – July 18, 2008

            


    

     

    Effective
as of the first day of my employment by the Company, the following confirms an
agreement between NEXX Systems, Inc., a Delaware corporation (the Company),
and me, the individual identified on the signature page to this
Agreement.  This Agreement is a material part of the consideration for
my employment and continued employment by the Company.  In exchange
for the foregoing, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties agree as
follows:

     

    1.           NO
CONFLICTS.  I have
not made and agree not to make any agreement, oral or written, that is in
conflict with this Agreement or my employment with the Company.  I
will not violate any agreement with or the rights of any third
party.  When acting within the scope of my employment (or otherwise on
behalf of the Company), I will not use or disclose my own or any third party's
confidential information or intellectual property (collectively, Restricted Materials), except as expressly authorized by
the Company in writing.  Further, I have not retained anything
containing any confidential information of a prior employer or other third
party, whether or not created by me.

     

    2.           INVENTIONS.

     

    a.     Definitions.  Intellectual Property
Rights means any and all
patent rights, copyright rights, mask work rights, trade secret rights, database
rights and all other intellectual and industrial property rights of any sort
throughout the world (including any application
therefor).  Invention means any idea, concept, discovery,
invention, development, technology, work of authorship, trade secret, software,
firmware, tool, process, technique, know-how, data, plan, device, apparatus,
architecture, specification, design, circuit, layout, mask work, algorithm,
program, code, documentation or other material or information, tangible or
intangible, whether or not it may be patented, copyrighted or otherwise
protected (including all versions, modifications, enhancements and derivative
works thereof).

     

    b.     Prior
Inventions Assignment. My
performance of all of the terms of this Agreement and as an employee of the
Company does not and will not breach any agreement to keep confidential
proprietary information, knowledge or data acquired by me in the confidence or
in trust prior to my employment with the Company, and I will not disclose to the
Company, or induce the Company to use, any confidential or proprietary
information or material belonging to any previous employer or
others.

     

    c.     Inventions
Assignment.  To the
fullest extent under applicable law, the Company shall own all right, title and
interest in and to all Inventions (including all Intellectual Property Rights
therein or related thereto) that are made, conceived or reduced to practice, in
whole or in part, by me during the term of my employment with the Company and
which arise out of research or other activity conducted by, for or under the
direction of the Company (whether or not conducted at the Company's facilities,
during working hours or using Company assets), or which relate to any
Proprietary Information (as defined below).  I will promptly disclose
and provide all of the foregoing Inventions (the Assigned Inventions) to the Company.  I hereby
make and agree to make all assignments to the Company necessary to accomplish
the foregoing ownership.  Assigned Inventions shall not include any
Invention (i) that I develop entirely on my own time, without use of any
Company assets and (ii) which does not relate to any Proprietary
Information.

     

    d.     Assurances.  I will further assist the Company, at
its expense, to evidence, record and perfect such assignments, and to perfect,
obtain, maintain, enforce and defend any rights specified to be so owned or
assigned.  I hereby irrevocably designate and appoint the Company as
my agent and attorney-in-fact to act for and in my behalf to execute and file
any document and to do all other lawfully permitted acts to further the purposes
of the foregoing with the same legal force and effect as if executed by
me.

     

    e.     Other
Inventions.  If I
wish to clarify that something created by me prior to my employment that relates
to the Company's actual or proposed business is not within the scope of this
Agreement, I have listed it on Appendix A.  If (i) I use or
disclose any Restricted Materials when acting within the scope of my employment
(or otherwise on behalf of the Company), or (ii) any Assigned Invention
cannot be fully made, used, reproduced or otherwise exploited without using or
violating any Restricted Materials, I hereby grant and agree to grant to the
Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive,
sublicensable right and license to exploit and exercise all such Restricted
Materials and Intellectual Property Rights therein.  I will not use or
disclose any Restricted Materials for which I am not fully authorized to grant
the foregoing license.

     

    f.     Moral
Rights.  To the
fullest extent allowed by applicable law, the terms of this Section 2 include
all rights of integrity, disclosure and withdrawal and any other rights that may
be known as or referred to as moral rights, artist's rights, or the like
(collectively, Moral
Rights).  To
the extent I retain any such Moral Rights under applicable law, I hereby ratify
and consent to any action that may be taken with respect to such Moral Rights by
or authorized by the Company and agree not to assert any Moral Rights with
respect thereto.  I will confirm any such ratification, consent or
agreement from time to time as requested by the Company.

    
      
        
        

      

      
        Page 1

        
          

        

      

      
        
        

      

    

    3.           PROPRIETARY
INFORMATION.  I agree
that all Assigned Inventions and all other business, technical and financial
information, including the identity of and information relating to the Company's
employees, Affiliates and Business Partners (as such terms are defined below),
which I develop, learn or obtain during my employment that relate to the Company
or the business or demonstrably anticipated business of the Company, or that are
received by or for the Company in confidence, constitute Proprietary Information.  I will hold in
confidence and not disclose or, except within the scope of my employment, use
any Proprietary Information.  Proprietary Information will not include
information that I can document is or becomes readily publicly available without
restriction through no fault of mine.  Upon termination of my
employment, I will promptly return to the Company all items containing or
embodying Proprietary Information (including all copies), except that I may keep
my personal copies of (a) my compensation records, (b) materials distributed to
shareholders generally and (c) this Agreement.  I also recognize and
agree that I have no expectation of privacy with respect to the Company's
networks, telecommunications systems or information processing systems
(including, without limitation, stored computer files, electronic mail messages
and voice messages), and that my activity and any files or messages on or using
any of those systems may be monitored at any time without
notice.

     

    4.           RESTRICTED
ACTIVITIES.  For the
purposes of this Section 4, the term Company includes the Company and all other
persons or entities that control, are controlled by or are under common control
with the Company (Affiliates).

     

    a.     Definitions.  Any Capacity includes, without limitation, to
(i) be an owner, founder, shareholder, partner, member, advisor, director,
consultant, contractor, agent, employee, affiliate or co-venturer,
(ii) otherwise invest, engage or participate in, (iii) be compensated
by or (iv) prepare to be or do any of the foregoing or to assist any third
party to do so; provided, that the term Any Capacity will not
include being a holder of less than one percent (1%) of the outstanding equity
of a public company.  Business Partner means any past, present or
prospective customer, vendor, supplier, distributor or other business partner of
the Company with which I have contact during my
employment.  Cause means to recruit, employ, retain or
otherwise solicit, induce or influence (or to attempt to do
so).  Solicit means to (i) service, take
orders from or solicit the business or patronage of any Business Partner for
myself or any other person or entity other than the Company, (ii) divert,
entice or otherwise take away from the Company the business or patronage of any
Business Partner, or to attempt to do so, or (iii) to solicit, induce or
encourage any Business Partner to terminate or reduce its relationship with the
Company.

     

    b.     Acknowledgments.  I acknowledge and agree that
(i) the Company's business is highly competitive, secrecy of the
Proprietary Information is of the utmost importance to the Company and I will
learn and use Proprietary Information in performing my work for the Company and
(ii) my position will require me to establish goodwill with Business
Partners and employees on behalf of the Company and such goodwill is extremely
important to the Company's success.

     

    c.     As
an Employee.   During
my employment with the Company, I will not, directly or indirectly
(i) Cause any person to leave his or her employment with the Company (other
than terminating subordinate employees in the course of my duties for the
Company), (ii) Solicit any Business Partner or (iii) act in Any
Capacity in or with respect to any commercial activity that directly competes or
is reasonably likely to directly compete with the Company (a Competing Business).

     

    d.     After
Termination.  For the
period of 1 year immediately following termination of my employment with the
Company (for any or no reason, whether voluntary or involuntary), I will not,
without the prior written consent of the Company, directly or indirectly
(i) Cause any person to leave his or her employment with the Company,
(ii) Solicit any Business Partner or (iii)  act in Any Capacity in or
with respect to any Competing Business located within the Commonwealth of
Massachusetts, the rest of the region known as New England, the rest of the
United States, or anywhere else in the world.

     

    e.     Enforcement.  I understand that the restrictions
set forth in this Section 4 are intended to protect the Company's interest in
its Proprietary Information and established relationships and goodwill with
employees and Business Partners.   I agree that such restrictions
are reasonable and appropriate for this purpose.  If at any time any
of the provisions of this Section 4 are deemed invalid or unenforceable or are
prohibited by the laws of the state or place where they are to be performed or
enforced, by reason of being vague or unreasonable as to duration or geographic
scope or scope of activities restricted, or for any other reason, such
provisions shall be considered divisible and shall become and be immediately
amended to include only such restrictions and to such extent as shall be deemed
to be reasonable and enforceable by the court or other body having jurisdiction
over this Agreement.  The Company and I agree that the provisions of
this Section 4, as so amended, shall be valid and binding as though any invalid
or unenforceable provision had not been included.

     

    5.           EMPLOYMENT
AT WILL.  I agree
that this Agreement is not an employment contract for any particular
term.  I have the right to resign and the Company has the right to
terminate my employment at will, at any time, for any or no reason, with or
without cause.  This Agreement does not purport to set forth all of
the terms and conditions of my employment, and, as an employee of the Company, I
have obligations to the Company which are not described in this
Agreement.  However, the terms of this Agreement govern over any such
terms that are inconsistent with this Agreement, and supersede the terms of


    
      
        
        

      

      
        Page 2

        
          

        

      

      
        
        

      

    

    any similar form that I may have
previously signed.  This Agreement can only be changed by a subsequent
written agreement signed by the President of the Company (or authorized
designee).

     

    6.           SURVIVAL.  I agree that my obligations under
Sections 2, 3 and 4 of this Agreement shall continue in effect after termination
of my employment, regardless of the reason, and whether such termination is
voluntary or involuntary, and that the Company is entitled to communicate my
obligations under this Agreement to any of my potential or future
employers.  My obligations under Sections 2, 3 and 4 also shall be
binding upon my heirs, executors, assigns and administrators, and shall inure to
the benefit of the Company, its Affiliates, successors and
assigns.  This Agreement may be freely assigned by the Company to any
third party.

     

    7.           GENERAL
PROVISIONS.  This
Agreement constitutes the entire agreement, and supersedes all prior
negotiations, understandings or agreements (oral or written) between me and the
Company about the subject matter of this Agreement.  Any dispute in
the meaning, effect or validity of this Agreement shall be resolved in
accordance with the laws of the Commonwealth of Massachusetts without regard to
the conflict of laws provisions thereof.  The failure of either party
to enforce its rights under this Agreement at any time for any period shall not
be construed as a waiver of such rights.  Unless expressly provided
otherwise, each right and remedy in this Agreement is in addition to any other
right or remedy, at law or in equity, and the exercise of one right or remedy
will not be deemed a waiver of any other right or remedy.  I further
agree that if one or more provisions of this Agreement are held to be illegal or
unenforceable under applicable law, such illegal or unenforceable portion shall
be limited or excluded from this Agreement to the minimum extent required so
that this Agreement shall otherwise remain in full force and effect and
enforceable.  I also understand that any breach or threatened breach
of this Agreement will cause irreparable harm to the Company for which damages
would not be a adequate remedy, and, therefore, the Company will be entitled to
injunctive relief with respect thereto (without the necessity of posting any
bond) in addition to any other remedies.

     


    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        Page 3

        
          

        

      

      
        
        

      

    

    I
HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS
WHICH IT IMPOSES UPON ME WITHOUT RESERVATION.  NO PROMISES OR
REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS
AGREEMENT.  I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN
DUPLICATE, WITH THE UNDERSTANDING THAT ONE COUNTERPART WILL BE RETAINED BY THE
COMPANY AND THE OTHER COUNTERPART WILL BE RETAINED BY ME.

     

     

     

    
      
        	NEXX SYSTEMS,
      INC. 	 	 	EMPLOYEE	 
	 	 	 	 	 
	 	 	 	 	 
	
                By:____________________________________

              	 	 	____________________________________	 
	
                Name:

              	 	 	
                Name:

              	 
	
                Title:

              	 	 	
                 

              	 
	 	 	 	 	 
	 	 	 	 	 
	Dated:  ______________,
      200_  	 	 	Dated:  ______________,
      200_  	 


      

    

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        Page 4

        
          

        

      

      
        
        

      

    

    Appendix
A

     

    PRIOR
MATTERS

     

    None.