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


    EXHIBIT 10.5

    


    KEY
EMPLOYEE AGREEMENT


    


    To:          Stanley
D. Piekos As of June 29, 2006

    13 Noon Peak Road

    Waterville, New Hampshire
03215

    


    The
undersigned, NEXX SYSTEMS, INC., a Delaware corporation, as well as its
successors and assigns (hereinafter collectively referred to as the “Company”)
and STANLEY D. PIEKOS, of Waterville, New Hampshire, in consideration of and as
a condition of your employment or continued employment by the Company, hereby
agree as follows:

    


    l.           Position and
Responsibilities.

    


    1.1           You
shall serve as Vice President and Chief Financial Officer of the Company (or in
such other capacity as shall be designated by the President and reasonably
acceptable to you).  You will, to the best of your ability, devote
your full time and best efforts to the performance of your duties hereunder and
the business and affairs of the Company and perform such duties as may be
assigned to you by or on authority of the Company’s President from time to time
and the duties customarily associated with such capacity from time to time and
at such place or places as the Company shall designate are appropriate and
necessary in connection with such employment.

    


    1.2           You
will report directly to the Company’s President and Board of
Directors.

     

    2.           Term of
Employment.

    


    2.1           The
initial term of this Agreement shall be for the period set forth on Exhibit A annexed
hereto commen­cing with the date hereof.  Thereafter, this
Agreement shall be automatically renewed for successive periods of one year,
unless you or the Company shall give the other party not less than thirty (30)
days written notice of non-renewal.  Your employment with the Company
may be terminated as provided in Section 2.2.

    


    2.2           The
Company shall have the right, upon written notice to you, to terminate your
employment:

    


    (a)           immediately
at any time for “Cause” (as defined herein subject to your right of cure and
right to dispute as provided in Section 2.3 herein); or

    


    (b)           at
any time, without “Cause,” provided that the Company shall be obligated to pay
to you the Severance Benefits set forth in Sections 6 or 7, as applicable, of
Exhibit A, plus
any sums then due to you, including those expenses as are provided for in
Section 4 of Exhibit
A, less (i) applicable taxes and other required withholdings, and (ii)
any amounts you may owe to the Company.  Payments under this Section
2.2 (b) shall not be due or payable if you are terminated at any time for
“Cause” or if you voluntarily resign from your employment, except as set forth
in Section 7 of Exhibit
A.

    


    2.3           For
purposes of Section 2.2, the term “Cause” shall mean any of the
following:  (a) gross negligence in the performance of assigned
duties; (b) willful misconduct involving the Company, its vendors, customers
and/or potential customers; (c) refusal to perform or discharge the duties or
responsibilities assigned by the Board of Directors of the Company provided the
same are not illegal or unethical and the failure to correct such refusal and
perform such duties or responsibilities within two weeks (14 calendar days)
after written notice of such failure; (d) indictment under a felony or
misdemeanor involving moral turpitude; (e) willful or prolonged absence from
work not excused by disability; or (f) falseness of any warranty or
representation by you herein or the breach of your obligations under this
Agreement or your duties as an employee of the Company to the material detriment
of the Company.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2.4           In
the event of the Involuntary Termination (as hereinafter defined) of your
employment with the Company at any time, the Company hereby agrees to provide
you with Severance Benefits as defined in Section 6 of Exhibit A hereto or
payments in the event of a “Change in Control” as defined in Section 7 of Exhibit
A.  In this regard, the phrase “Involuntary Termination” shall
mean (a) any termination of your employment by the Company other than for
“Cause,” as defined in Section 2.3, or (b) any notice by the Company not to
renew this Agreement pursuant to Section 2.1.

    


    2.5           You
shall have the right to terminate this Agreement upon not less than thirty (30)
days prior written notice to the Company.

    


    3.           Compensation.  You
shall receive the compensation and benefits set forth on Exhibit A
(“Compensation”) for all services to be rendered by you hereunder and for your
transfer of property rights pursuant to an agreement relating to proprietary
information and inventions of even date herewith attached hereto as Exhibit C
between you and the Company (the “Employee NonCompetition, NonDisclosure and
Inventions Agreement”).

    


    4.           Other Activities during
Employment.

    


    4.1           Except
for any outside employments and director­ships currently held by you as
listed on Exhibit
B, and except with the prior written consent of the Company’s President,
you will not during the term of this Agreement under­take or engage in any
other employment, occupation or business enterprise other than one in which you
are an inactive investor.

    


    4.2           You
hereby agree that, except as disclosed on Exhibit B hereto,
during your employment hereunder, you will not, directly or indirectly, engage
(a) individually, (b) as an of­ficer, (c) as a director, (d) as an employee,
(e) as a consul­tant, (f) as an advisor, (g) as an agent (whether a
salesperson or otherwise), (h) as a broker, or (i) as a partner, coventurer,
stockholder or other proprietor owning directly or indirectly more than two
percent (2%) interest, in any firm, corporation, partnership, trust,
association, or other organization which is engaged in the research,
development, production, manufacture or marketing of equipment or processes in
direct competition with the Company or any other line of business engaged in or
under demonstrable development by the Company (such firm, corporation,
partnership, trust, association, or other organization being hereinafter
referred to as a “Prohibited Enterprise”).  Except as may be shown on
Exhibit B, you
hereby represent that you are not engaged in any of the foregoing capacities (a)
through (i) in any Prohibited Enterprise.

    


    5.           Former
Employers.

    


    5.1           You
represent and warrant that your employment by the Company will not conflict with
and will not be constrained by any prior or current employment, consulting
agreement or rela­tion­ship whether oral or written.  You
represent and warrant that you do not possess confidential information arising
out of any such employment, consulting agreement or relationship that, in your
best judgment, would be utilized in connection with your employment by the
Company in the absence of Section 5.2.

    


    5.2           If,
in spite of the second sentence of Section 5.1, you should find that
confidential information belonging to any other person or entity might be usable
in connection with the Company’s business, you will not intentionally disclose
to the Company or use on behalf of the Company any confidential informa­tion
belonging to any of your former employers; but during your employment by the
Company you will use in the performance of your duties all information which is
generally known and used by per­sons with training and experience comparable
to your own all information which is common knowledge in the industry or
other­wise legally in the public domain.

    


    6.           Noncompetition, Proprietary
Information and Inventions.  You agree to execute, deliver and
be bound by the provisions of the Employee NonCompetition, NonDisclosure and
Inventions Agreement attached hereto as Exhibit
C.

    


    
      
         

      

      
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    7.           Remedies.  Your
obligations under the Employee NonCompetition, NonDisclosure and Inventions
Agreement and the provisions of Sections 4, 6, and 8 of this Agreement (as
modified by Section 9, if applicable) shall survive the expiration or
termination of your employment (whether through your resignation or otherwise)
with the Company.  You acknowledge that a remedy at law for any breach
or threatened breach by you of the provisions of the Employee NonCompetition,
NonDisclosure and Inventions Agreement would be inadequate and you therefore
agree that the Company shall be entitled to such injunctive or other equitable
relief in case of any such breach or threatened breach.

    


    8.           Assignment.  This
Agreement and the rights and obliga­tions of the parties hereto shall bind
and inure to the benefit of any successor or successors of the Company by
reorganization, merger or consolidation and any assignee of all or substantially
all of its business and properties, but, except as to any such successor or
assignee of the Company, neither this Agreement nor any rights or benefits
hereunder may be assigned by the Company or by you, except by operation of
law.  The Company’s obligations and those of any successors or
assignees of the Company under this Agreement, including but not limited to the
severance provisions and other compensation and benefits due to you pursuant to
Exhibit A
hereto, will be a condition of and are to remain those of any successor or
assignee.

    


    9.           Interpretation.  IT
IS THE INTENT OF THE PARTIES THAT in case any one or more of the provisions
contained in this Agreement (including Exhibits A, B and C hereto) shall, for
any reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect the other provisions
of this Agreement, and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been con­tained
herein.  MOREOVER, IT IS THE INTENT OF THE PARTIES THAT in case any
one or more of the provisions contained in this Agreement (including Exhibits A,
B and C hereto) shall for any reason be held to be excessively broad as to
duration, geographical scope, activity or subject, such provi­sion shall be
construed by limiting and reducing it as determined by a court of competent
jurisdiction, so as to be enforceable to the extent compatible with applicable
law.

    


    10.           Notices.  Any
notice which the Company is required to or may desire to give you shall be given
by personal delivery or registered or certified mail, return receipt requested,
addressed to you at your address of record with the Company, or at such other
place as you may from time to time designate in writing.  Any notice
that you are required or may desire to give to the Company hereunder shall be
given by personal delivery or by registered or certified mail, return receipt
requested, addressed to the Company at its principal office, or at such other
office as the Company may from time to time designate in writing.  The
date of personal delivery or the date of mailing any notice under this Section
10 shall be deemed to be the date of delivery thereof.

    


    11.           Waivers.  If
either party should waive any breach of any provision of this Agreement, such
party shall not thereby be deemed to have waived any preceding or succeeding
breach of the same or any other provision of this Agreement.

    


    12.           Complete Agreement;
Amendments.  The foregoing including Exhibits A, B and C
hereto, is the entire agreement of the parties with respect to the subject
matter hereof, supersed­ing any previous oral or written communications,
representations, understandings, or agreements with the Company or any officer
or representative thereof.  Any amendment to this Agreement or waiver
by the Company of any right hereunder shall be effective only if evidenced by a
written instrument executed by the parties hereto, upon authorization of the
Company’s Board of Directors.

    


    13.           Headings.  The
headings of the Sections hereof are inserted for convenience only and shall not
be deemed to consti­tute a part hereof or to affect the meaning of this
Agreement.

    


    14.           Counterparts.  This
Agreement may be signed in two counterparts, each of which shall be deemed an
original and both of which shall together constitute one agreement.

    


    
      
         

      

      
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    15.           Governing Law;
Venue.  This Agreement shall be governed by and construed under
Massachusetts law.  Venue for any dispute shall be the Superior Court
of the Commonwealth of Massachusetts for Middlesex County.

    


    16.           Advice of Separate
Counsel.  You acknowledge that you have been advised to review
this Agreement (including Exhibits A, B and C hereto) with your own legal
counsel and other advisors of your choosing and that prior to entering into this
Agreement, you have had the opportunity to review this Agreement with your
attorney and other advisors and have not asked (or relied upon) Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C. to represent you in this
matter.

    


    


    If you
are in agreement with the foregoing, please sign your name below and also at the
bottom of the Proprietary Information and Inventions Agreement, whereupon this
Agreement shall become binding in accordance with its terms.  Please
then return this Agreement to the Company.  (You may retain for your
records the accompanying counterpart of this Agreement enclosed
herewith).

    


    


    ACCEPTED
AND
AGREED:                                                             
 NEXX SYSTEMS, INC.

    


    ____________________________                                               By:____________________________

    STANLEY
D.
PIEKOS                                                                                Richard
S. Post, President

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
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    EXHIBIT
A

    


    EMPLOYMENT
TERM, COMPENSATION AND BENEFITS

    OF
STANLEY D. PIEKOS

    


    l.           Term.  The
term of the Agreement to which this Exhibit A is attached and made a part shall
be for a period from the date of this Agreement through June 28,
2007.

    


    2.           Compensation.

    


    a.           Base
Salary.                      Commencing
June 29, 2006, your base salary (the “Base Salary”) shall be established by the
Compensation Committee of the Board of Directors.  For the first 12
months, you shall receive a Base Salary at the rate of $175,000 per annum, paid
bi-weekly.

    


    
      	
              b.          
        

            	
              Bonus.

            


    

    


    i.    Fiscal 2006
Bonus.  For Fiscal 2006 (commencing on January 1,
2006),  you shall be entitled to receive a bonus up to 30% of your
Base Salary actually earned in Fiscal 2006, payable within twenty (20) days
following receipt of the Company’s 2006 audited financial
results.   Such bonus will be based on a combination of factors,
including Company profitability and your performance, as determined by the
Compensation Committee of the Board of Directors in its sole discretion. For
Fiscal 2006, the Bonus Pool is generated from profits with 50% of profits for
Fiscal 2006 being added to the Bonus Pool until the pool has reached an amount
equal to the sum of the bonuses of all eligible employees

    


    ii.   Bonus Eligibility in
Subsequent Years.  For Fiscal 2007 and subsequent years, you
shall be entitled to receive a bonus of up to 30% of your Base Salary as in
effect on the last day of such fiscal year, to be determined by the Compensation
Committee of the Board of Directors in its sole discretion.

    


    
      	
              c.          
        

            	
              Equity.

            


    

     

    i. Stock
Options.  During the course of your employment with the
Company, you will be eligible to receive stock options pursuant to the Company’s
2004 Employee, Director, and Consultant Stock Option Plan (or any successor
plan) in such amounts and pursuant to vesting schedules as may be determined
from time to time by the Company’s Board of Directors, in its discretion, taking
into account, among other factors, your performance and the Company’s
performance.

    


    ii. Initial Stock Option
Grant.  You shall be entitled to receive incentive stock
options to purchase up to an aggregate of 200,000 shares of the Company’s Common
Stock, at an exercise price equal to fair market value as determined by the
Board of Directors on or before September 30, 2006, exercisable as
follows:

    


    Vesting
Period:                                                    
   Total Shares
Vested:

    6/29/06 -
6/28/07                                                       No
shares vested

    6/29/07 -
6/28/08                                                              50,000

    6/29/08 -
6/28/09                                                             100,000

    6/29/09 -
6/28/10                                                     
       150,000

    6/29/09 -
6/28/16                                                             200,000

    


    Notwithstanding the foregoing, in the
event of a Change of Control (as defined herein), the vesting on such options
shall be accelerated for an additional 25% of the original option grant upon the
Change of Control (but in any event not to exceed 100% of the original option
grant).   For illustration purposes only, if there were a Change
of Control on June 30, 2007, total shares vested would equal 100,000 shares,
which assumes vesting of 50,000 shares through the remainder of the first
vesting date of June 29, 2007 and 50,000 additional shares (25% of the original
200,000 share option grant).  If there were a Change of Control prior
to June 29, 2007, 50,000 shares would vest in any instance.

    


    
      
         

      

      
        A -
1

        
          

        

      

      
         

      

    

    iii.           Subsequent Stock Option
Grants.  On or after July 1, 2008, you shall be entitled to
receive additional stock options as determined by the Board of Directors in its
sole and absolute discretion.

    


    iv.           Stock
Purchase.  Pursuant to the terms of a Restricted Stock Purchase
Agreement, in the form attached hereto as Exhibit “D”, the Company will provide
you with the opportunity to purchase up to $225,000 in value of Company Common
Stock (the number of shares and purchase price per share to be based on an
independent valuation of the Company’s Common Stock, which valuation is
currently in process and which is expected to be completed by September 30,
2006, but which in any event shall not exceed 375,000 shares of Common Stock),
such shares to be paid for by means of a promissory note as agreed between you
and the Company).  You may assign the right to purchase up to 50% of
the shares purchasable under this Section 2(c)(iv) to any retirement plan
maintained for your benefit.

    


    3.           Vacation, Insurance and
Benefits.   You shall be entitled to all legal holidays
recognized by the Company, and twenty-three days  paid vacation per
annum.  Any unused vacation must be used in the fiscal year in which
it has accrued in accordance with Company policy. You shall be eligible for
participation in any group insurance plans that may be established and
maintained by the Company for all full-time employees or which the Company is
required to maintain by law.  You shall also be entitled to
participate in any employee benefit programs that the Company’s Board of
Directors may establish for Company employees generally.

    


    4.           Reimbursement of
Expenses.  The Company shall reimburse you for all usual and
ordinary business expenses incurred by you in the scope of your employment
hereunder in accordance with the Company’s expense reimbursement
policy.

    


    5.           Other
Benefits.   The Company shall pay you up to $10,000 for
all appropriate relocation expenses (e.g., moving and other related expenses
paid to third parties).  Should you voluntarily terminate your
employment with the Company on or prior to June 28, 2007, you shall reimburse
all such relocation expenses to the Company within 20 days of written notice by
the Company to you. The Company shall also reimburse you for all lodging (but
not meal) expenses at a local Residence Inn or other similar residence (such
residence to be approved by the Company in writing in advance) for a period not
to exceed 90 days while seeking to relocate from your current residence to the
greater Billerica area.

    


    6.           Severance
Benefits.

    


    (a)           When
provided for in this Agreement, you shall be entitled to “Severance
Benefits.”  When used in this Agreement, the term “Severance Benefits”
shall mean a total amount equal to six (6) months of your then current annual
Base Salary plus an additional two months for each full 12 month period you have
been employed by the Company, except that in NO EVENT shall such Severance
Benefits exceed 12 months of your then current annual Base
Salary.  The Severance Benefits shall be paid via check to you in
equal bi-monthly installments commencing within ten (10) days after the date of
your termination of employment with the Company.

    


    (b)           The
Severance Benefits referred to above will be in addition to, and not in
substitution for, any accrued and unpaid salary, vacation, pension or other
similar retirement benefits, and unreimbursed expenses to which you may be
otherwise entitled.

    


    (c)           Notwithstanding
any other provision contained herein, Severance Benefits shall immediately cease
upon such date as you commence employment or consulting services which provide
for total compensation equal to at least 75% of your Base Salary (as determined
on a bi-weekly basis) as in effect immediately prior to your
termination.

    


    
      
         

      

      
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    7.           Change in
Control.

    


    (a)           For
purposes of this Agreement, “Change in Control” means and shall be deemed to
occur if any of the following occurs:

    


    (i)           the
acquisition, after June 29, 2006, by an individual, entity or group [within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934
as amended (the “Exchange Act”)] other than an existing stockholder or
stockholders of the Company of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 50% or more of either (A) the
outstanding shares of common stock, par value $ .01 per share, of the Company
(the “Common Stock”), or (B) the combined voting power of the voting securities
of the Company entitled to vote generally in the election of directors (the
“Voting Securities”); or

    


     (ii)
approval by the Board of Directors and the shareholders of the Company of a (A)
tender offer to acquire any of the Common Stock or voting securities, (B)
reorganization, (C) merger or (D) consolidation, other than a reorganization,
merger or consolidation with respect to which all or substantially all of the
individuals and entities who were the beneficial owners, immediately prior to
such reorganization, merger or consolidation, of the Common Stock and voting
securities beneficially own, directly or indirectly, immediately after such
reorganization, merger or consolidation, more than 50% of the then outstanding
common stock and voting securities (entitled to vote generally in the election
of directors) of the Company resulting from such reorganization, merger or
consolidation in substantially the same proportions as their respective
ownership, immediately prior to such reorganization, merger or consolidation, of
the Common Stock and the voting securities; or

    


     (iii)
Approval by the Board of Directors and the shareholders of the Company of (A) a
complete or substantial liquidation or dissolution of the Company, or (B) the
sale or other disposition of all or substantially all of the assets of the
Company, excluding a reorganization of the Corporation under the corporate laws
of a state or province other than Delaware.

    


    (b)           In
the event of your actual termination of employment contemporaneous with or
within a 12-month period following a Change in Control, except (y) because of
your death, or (z) by the Company for Cause or Disability (as each is
hereinafter defined):  (i) you shall be entitled to receive, in lieu
of the sums described in Section 6 above, an amount equal to twelve (12) months
of your then Base Salary determined as if payable under Section 6 above, to be
paid in accordance with the terms of this Agreement;  and (ii) the
following additional provisions shall apply (which provisions shall supersede
any other provisions of the Agreement, including but not limited to Section 2 of
the Agreement, to the extent such provisions are inconsistent with the following
provisions):

    


    (1)           Disability.  For
purposes of this Section 7(b), termination by the Company of your employment
based on “Disability” shall mean termination because of your absence from your
duties with the Company on a full time basis for one hundred twenty (120)
consecutive days as a result of your incapacity due to physical or mental
illness, unless within thirty (30) days after Notice of Termination (as
hereinafter defined) is given to you following such absence, you shall have
returned to the full time performance of your duties.

    


    (2)           Cause.  For
purposes of this Section 7(b), termination by the Company of your employment for
“Cause” shall mean termination for cause as defined in Sections
2.3.

    


    8.           Taxes.  All
payments to be made to you under this Agreement will be subject to required
withholding of federal, state and local income and employment
taxes.

     
 

     

     

     

    
      
         

      

      
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    EXHIBIT
B

    


    


    


    OUTSIDE
EMPLOYMENTS AND DIRECTOR­SHIPS OF

    


    STANLEY
D. PIEKOS

    


    None

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        B -
1

        
          

        

      

      
         

      

    

    EXHIBIT
C

    


    EMPLOYEE
NONCOMPETITION, NONDISCLOSURE

    AND
INVENTIONS AGREEMENT

    


    


    To:          NEXX
Systems, Inc.

    5 Suburban Park Drive

    Billerica,
Massachusetts  01801-3904

    


    


              As
of June 29, 2006

     

    The
undersigned, in consideration of and as a condition of my employment or
continued employment by you and/or by companies which you own, control, or are
affiliated with or their successors in business (collectively, the “Company,
hereby agrees as follows:

    


    1.           Confidentiality.  I
agree to keep confidential, except as the Company may otherwise consent in
writing, and, except for the Company’s benefit, not to disclose or make any use
of at any time either during or subsequent to my employment, any Inventions (as
hereinafter defined), trade secrets, confidential informa­tion, knowledge,
data or other information of the Company relating to products, processes,
know-how, designs, formulas, test data, customer lists, business plans,
marketing plans and strategies, pricing strategies, or other subject matter
pertain­ing to any business of the Company or any of its affiliates, which I
may produce, obtain, or otherwise acquire during the course of my employment,
except as herein provided.  I further agree not to deliver, reproduce
or in any way allow any such trade secrets, confidential information, knowledge,
data or other information, or any documentation relating thereto, to be
delivered to or used by any third parties without specific direction or consent
of a duly authorized representative of the Company.

    


    2.           Conflicting Employment;
Return of Confidential Material.  I agree that during my
employment with the Company I will not engage in any other employment,
occupation, consulting or other activity relating to the business in which the
Company is now or may hereafter become engaged, or which would otherwise
conflict with my obligations to the Company.  In the event my
employment with the Company terminates for any reason whatsoever, I agree to
promptly surrender and deliver to the Company all records, materials, equipment,
drawings, documents and data of which I may obtain or produce during the course
of my employment, and I will not take with me any description containing or
pertaining to any confidential information, knowledge or data of the Company
which I may produce or obtain during the course of my employment.

    


    3.           Assignment of
Inventions.

    


    3.1           I
hereby acknowledge and agree that the Company is the owner of all
Inventions.  In order to protect the Company’s rights to such
Inventions, by executing this Agreement I hereby irrevocably assign to the
Company all my right, title and interest in and to all Inventions to the
Company.

    


    3.2           For
purposes of this Agreement, “Inventions” shall mean all discoveries, processes,
designs, technologies, devices, or improvements in any of the foregoing or other
ideas, whether or not patentable and whether or not reduced to practice, made or
conceived by me (whether solely or jointly with others) during the period of my
employment with the Company which relate in any manner to the actual or
demonstrably anticipated business, work, or research and development of the
Company, or result from or are suggested by any task assigned to me or any work
performed by me for or on behalf of the Company.

    


    3.3           Any
discovery, process, design, technology, device, or improvement in any of the
foregoing or other ideas, whether or not patentable and whether or not reduced
to practice, made or conceived by me (whether solely or jointly with others)
which I develop entirely on my own time not using any of the Com­pany’s
equipment, supplies, facilities, or trade secret informa­tion (“Personal
Invention”) is excluded from this Agreement pro­vided such Personal
Invention (a) does not relate to the actual or demonstrably anticipated
business, research and development of the Company, and (b) does not result,
directly or indirectly, from any work performed by me for the
Company.

    


    
      
         

      

      
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    4.           Disclosure of
Inventions.  I agree that in connection with any Invention, I
will promptly disclose such Invention to my immediate superior at the Company in
order to permit the Company to enforce its property rights to such Invention in
accordance with this Agreement.  The Company shall receive my
disclosure in confidence.

    


    5.           Patents and Copyrights;
Execution of Documents.

    


    5.1           Upon
request, I agree to assist the Company or its nominee (at its expense) during
and at any time subsequent to my employment in every reasonable way to obtain
for its own benefit patents and copyrights for Inventions in any and all
countries.  Such patents and copyrights shall be and remain the sole
and exclusive property of the Company or its nominee.  I agree to
perform such lawful acts as the Company deems to be necessary to allow it to
exercise all right, title and interest in and to such patents and
copyrights.

    


    5.2           In
connection with this Agreement, I agree to execute, acknowledge and deliver to
the Company or its nominee upon request and at its expense all documents,
including assignments of title, patent or copyright applications,
assign­ments of such applications, assignments of patents or copyrights upon
issuance, as the Company may determine necessary or desirable to protect the
Company’s or its nominee’s interest in Inventions, and/or to use in obtaining
patents or copyrights in any and all countries and to vest title thereto in the
Company or its nominee to any of the foregoing.

    


    6.           Maintenance of
Records.  I agree to keep and maintain adequate and current
written records of all Inventions made by me (in the form of notes, sketches,
drawings and other records as may be specified by the Company), which records
shall be avail­able to and remain the sole property of the Company at all
times.

    


    7.           Prior
Inventions.  It is understood that all Personal Inventions, if
any, whether patented or unpatented, which I made prior to my employment by the
Company, are excluded from this Agreement.  To preclude any possible
uncertainty, I have set forth on Schedule A attached hereto a complete list of
all of my prior Personal Inventions, including numbers of all patents and patent
applications and a brief description of all unpatented Personal Inventions which
are not the property of a previous employer.  I represent and covenant
that the list is complete and that, if no items are on the list, I have no such
prior Per­sonal Inventions.  I agree to notify the Company in
writing before I make any disclosure or perform any work on behalf of the
Company that appears to threaten or conflict with proprietary rights I claim in
any Personal Invention.  In the event of my failure to give such
notice, I agree that I will make no claim against the Company with respect to
any such Personal Invention.

    


    8.           Other
Obligations.  I acknowledge that the Company from time to time
may have agreements with other persons or with the U.S. Government or agencies
thereof, which impose obligations or restrictions on the Company regarding
Inventions made during the course of work thereunder or regarding the
confidential nature of such work.  I agree to be bound by all such
obligations and restrictions and to take all action necessary to discharge the
Company’s obligations.

    


    9.           Trade Secrets of
Others.  I represent that my perfor­mance of all 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 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.  I agree not to enter into any agreement
either written or oral in conflict herewith.

    


    
      
         

      

      
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      10.        
Non-Competition.


      (a)         
For a period of one (1) year after the termina­tion or expiration, for any
reason, of my employment with the Company hereunder (the “Noncompetition
Period”), absent the Company’s prior written approval, I will not directly or
indirectly engage in ac­tivities similar or reasonably related to those in
which I shall have engaged hereunder during the two years immediately preceding
termination or expiration for, nor render services similar or reasonably related
to those which I shall have rendered hereunder during such two years to, any
person or entity whether now existing or hereafter established which competes
with (or proposes or plans to directly compete with) the Company
(“Competi­tor”) in any line of business engaged in or under development by
the Company.  Nor shall I entice, induce or encourage any of the
Company’s other employees to engage in any activity which, were it done by me,
would violate any provision of this Exhibit C to my Key Employee
Agreement.  As used in this Section 10, the term “any line of business
engaged in or under development by the Company” shall be applied as at the date
of termination of my employ­ment, or, if later, as at the date of
termination of any post-employment consultation.

    

    


    (b)        
 During the Noncompetition Period, the provisions of Section 4.2 of my Key
Employee Agreement  shall be applicable to me and I shall comply
there­with.  As applied to such two (2) year post-employment
period, the term “any other line of business engaged in or under
develop­ment by the Company,” as used in Section 4.2, shall be applied as at
the date of termination of my employment with the Company or, if later, as at
the date of termination of any post-employ­ment consultation with the
Company.

    


    (c)          
In addition to and without limiting the foregoing, during the Noncompetition
Period, I shall not attempt to or assist any other person in attempting to do
any of the following: (i) encourage any customer, client, supplier or other
business relationship of the Company or any subsidiary or affiliate to terminate
or alter such relationship, whether contractual or otherwise, to the
disadvantage of the Company; as the case may be; (ii) encourage any prospective
customer or supplier not to enter into a business relationship with the Company;
(iii) impair or attempt to impair any relationship, contractual or otherwise,
written or oral, between the Company and any customer, supplier or other
business relationship of the Company; or (iv) sell or offer to sell or assist in
or in connection with the sale to any customer or prospective customer of the
Company any products of the type sold or rendered or under development by the
Company, for which products I had material dealings in the performance of my
duties within the period two years before my termination.  I acknowledge that my participation in the
conduct of any such business alone or with any person other than the Company
will materially impair the business and prospects of the Company.

     

    (d)           During
the one year period after the termination or expiration, for any reason, of my
employment with the Company hereunder, absent the Company’s prior written
approval, I shall not hire any director, officer, executive, employee or agent
of the Company or any subsidiary or affiliate, or encourage any such person to
terminate such relationship with the Company or any subsidiary or affiliate, as
the case may be.

     

    11.           Modification.  I
agree that any subsequent change or changes in my employment duties, salary or
compensation or, if applicable, in any Employment Agreement between the Company
and me, shall not affect the validity or scope of this Agreement.

    


    12.           Successors and
Assigns.  This Agreement shall be binding upon my heirs,
executors, administrators or other legal representatives and is for the benefit
of the Company, its successors and assigns.

    


    13.           Interpretation.  IT
IS THE INTENT OF THE PARTIES THAT in case any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the other provisions of this Agreement, and
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been con­tained herein.  MOREOVER, IT IS THE
INTENT OF THE PARTIES THAT in case any one or more of the provisions contained
in this Agree­ment shall for any reason be held to be excessively broad as
to duration, geographical scope, activity or subject, such provision shall be
construed by limiting and reducing it in accordance with a judgment of a court
of competent jurisdiction, so as to be enforceable to the extent compatible with
applicable law.

    


    
      
         

      

      
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    14.           Waivers.  If
either party should waive any breach of any provision of this Agreement, he or
it shall not thereby be deemed to have waived any preceding or succeeding breach
of the same or any other provision of this Agreement.

    


    15.           Complete Agreement,
Amendments.  I acknowledge receipt of this Agreement, and agree
that with respect to the subject matter thereof it is my entire agreement with
the Company, super­seding any previous oral or written communications,
repre­senta­tions, understandings, or agreements with the Company or any
officer or representative thereof.  Any amendment to this
Agree­ment or waiver by either party of any right hereunder shall be
effective only if evidenced by a written instrument executed by the parties
hereto, and, in the case of the Company, upon written authorization of the
Company’s Board of Directors.

    


    16.           Headings. The
headings of the sections hereof are inserted for convenience only and shall not
be deemed to consti­tute a part hereof nor to affect the meaning
thereof.

    


    17.           Counterparts.  This
Agreement may be signed in two counter­parts, each of which shall be deemed
an original and both of which shall together constitute one
agreement.

    


    18.           Governing
Law.  This Agreement shall be governed and construed under
Massachusetts law.  Venue for any dispute shall be the Superior Court
of the Commonwealth of Massachusetts for Middlesex County.

    


    19.           Employment
Status.  Nothing in this Agreement shall affect in any manner
whatsoever the right or power of the Company to terminate the employment of the
Employee.

     

     

    
 

    [THIS
SPACE INTENTIONALLY LEFT BLANK]

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
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    In
witness whereof, the parties have executed this NonCompetition, NonDisclosure
and Inventions Agreement as of the date first written above.

    


    EMPLOYEE

    


    


    /s/ Stanley D.
Piekos

                                                                    STANLEY
D. PIEKOS

    


    


    Accepted
and Agreed:

    


    NEXX
SYSTEMS, INC.

    


    


    By: /s/ Richard S.
Post                 

         Richard
S. Post, President

     

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
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    SCHEDULE A to EXHIBIT
C

    


    


    LIST OF
PRIOR INVENTIONS OF STANLEY D. PIEKOS

     

     

     

     

    
 

    
      
        	 	 	Identifying
      Number or	 
	
                Title

              	
                Date

              	
                Brief Description

              	 
      


      



    [NONE]

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
         

      

      
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