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


    EXHIBIT 10.9

    
 

    EMPLOYMENT
AGREEMENT


    


    This Employment Agreement (the
“Agreement”), made and entered into this 7th day of August, 2001 (the “Effective
Date”), by and between NEXX Systems LLC, a Delaware limited liability
corporation with its principal offices located at 90 Industrial Way, Wilmington,
MA 01877, (“NEXX” or the “Company”), and Dr. Richard S. Post (the “Executive”),
an individual residing at 33 Fairbanks Road, Lexington, MA 02173.

    


    WHEREAS, the Company wishes to employ
the Executive as its President, Chief Executive Officer (“CEO”) and
Chairman;

    


    WHEREAS, the Executive possesses the
skills necessary to fulfill that need;

    


    WHEREAS, the Executive and the Company
desire to enter into a formal Employment Agreement to assure the harmonious
performance of the affairs of the Company.

    


    NOW, THEREFORE, in consideration of the
mutual promises, terms, provisions, and conditions contained herein, the parties
hereto agree as follows:

    


    1.           Employment.

     

    The Company hereby agrees to employ the
Executive to serve in the role of President, CEO and Chairman.  The
Executive accepts such employment upon the terms and conditions hereinafter set
forth, and further agrees to perform to the best of his ability the duties
associated with such position as determined by the Board of Directors of the
Company (the “Board”).  The Executive shall devote his full business
time and attention to his duties.  The Executive may sit on outside
Boards of Directors with the prior written consent of the Board.  The
Executive has disclosed to the Company that he is currently a director of those
companies and organizations set forth on Exhibit A hereto, and the Board agrees
that such service does not conflict with this provision.

    


    2.           Term of
Employment.

     

    The term of the Executive’s employment
under this Agreement will commence on the Effective Date.  Subject to
the provisions of Sections 10 and 11 of this Agreement, the term of
Executive’s employment hereunder shall be for a three (3) year period commencing
on the Effective Date (the “Initial Term”).  The Initial Term shall be
automatically extended for successive one (1) year periods (each an “Additional
Term”) unless the Company or the Executive gives the other notice of
non-extension at least sixty (60) days before the end of the Initial Term or the
then-current Additional Term.  The Initial Term and any Additional
Terms together shall be referred to as the “Term.”  The last day of
the Term shall be referred to as the “Expiration Date,” irrespective of any
earlier termination in accordance with the terms of this Agreement.

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3.           Compensation and
Benefits.

     

    a.           Salary.  As
compensation for services to be rendered pursuant to this Agreement, commencing
on the Effective Date, the Company agrees to pay the Executive a base salary at
an annual rate of TWO HUNDRED THOUSAND DOLLARS ($200,000) for the first year of
the Initial Term (the “Salary”).  Thereafter, and during any
Additional Term, the Board, in its discretion, may determine appropriate
increases to the Executive’s Salary, provided however,
that in no event shall the Executive’s Salary be diminished below the initial
rate or any increased rate.  The Salary shall be payable in such
installments as is the standard payroll practice of the Company.

    


    b.           Bonus.  The
Executive shall be entitled to participate in the Company’s employee bonus plan
in accordance with the terms of such plan.  The Executive’s annual
bonus under such plan is targeted at 70% of his annual Salary for the year to
which any bonus is relates.

    


    c.           Equity.  The
Executive shall be entitled to participate in any stock option or stock plan
approved by the Company in accordance with the terms of any such
Plan.

    


    d.           Benefits.

    


    (i)           Employee Benefit Plans
Generally. The Executive shall be entitled to participate in all employee
benefit plans which the Company provides or may establish from time to time for
the benefit of its executive employees, including without limitation group life,
medical, dental, surgical and other health insurance, short and long-term
disability, 401(k) and similar plans.

    


    (ii)           Vacation.  The
Executive shall be entitled to 23 days of vacation time for each twelve (12)
month period during the Term, which may be taken at such time(s) as the
Executive may elect, subject to the needs of the Company’s
business.  The Executive shall also be entitled to all paid holidays
that the Company provides to its employees, as well as all religious holidays
that he observes.

    


    e.           Expenses.  The
Company shall pay or reimburse the Executive for all reasonable out-of-pocket
expenses actually incurred by the Executive during the Term in performing
services hereunder, including without limitation, those expenses associated with
travel, entertainment and other business expenses, including cellular phone
calls, provided that the Executive properly accounts for such expenses in
accordance with the Company’s policies.

    


    4.           Confidentiality, Disclosure
of Information.

     

    The Executive recognizes and
acknowledges that he will have access to Confidential Information (as defined
below) relating to the business or interests of the Company or of persons with
whom the Company may have business relationships.  Except as permitted
herein, the Executive will not during the Term, or at any time following the
Term, disclose or permit to be known to any other person or entity (except as
required by applicable law or in connection with the performance of the
Executive’s duties and responsibilities hereunder), or use for the Executive’s
personal benefit or gain, any Confidential Information of the
Company.  The term “Confidential Information” includes, without
limitation, information relating to the Company’s business affairs, proprietary
technology, trade secrets, processes, plans, products, source codes, sources of
supply and material, operating or other cost-data, research and development
data, know-how, market studies and forecasts, competitive analyses, pricing
policies, price lists or data relating to pricing of the Company’s products or
services, training materials, supplier information, operating procedures,
employee lists, employment agreements, personnel policies, the substance of
agreements with customers, suppliers and others, marketing arrangements, and
customer lists, customer proposals, and information relating to business
operations and strategic plans of third parties with which the Company has or
may be assessing commercial arrangements, any of which information is not
generally known to the public or to actual or potential competitors of the
Company (other than through a breach of this Agreement).  Therefore,
the Executive will not, without the prior written consent of the Board, disclose
such Confidential Information or use the same; provided, however,
that in the course of the Executive’s services to the Company, the Executive may
disclose such Confidential Information as the Executive deems necessary to carry
out the Executive’s duties to the Company.  This obligation shall
continue until such Confidential Information becomes publicly available, other
than pursuant to a breach of this Section 4 by the Executive, regardless of
whether the Executive continues to be employed by the Company.  It is
further agreed and understood by and between the parties to this Agreement that
all information and records relating to the Company, as hereinabove described,
shall be the exclusive property of the Company and, upon termination of
Executive’s employment with the Company, all documents, records, reports,
writings and other similar documents containing Confidential Information,
including copies thereof, then in the Executive’s possession or control shall be
returned to and left with the Company.

    


    
      
         

      

      
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    5.           Inventions Discovered by
Executive.

     

    The Executive shall promptly disclose
to the Company any invention, improvement, discovery, process, formula, design,
method or other intellectual property, whether or not patentable, whether or not
copyrightable (collectively, “Inventions”), that relates to any line of business
in which the Company engages and is made, conceived or first reduced to practice
by the Executive, either alone or jointly with others, while performing services
hereunder (or, if based on or related to any Confidential Information, made by
the Executive within two (2) years after the termination of such employment)
which (a) pertain to any line of business activity of the Company, whether then
conducted or then being planned by the Company, (b) are aided by the use of
time, material or facilities of the Company, whether or not during working hours
or on the Company premises, or (c) relate to any of the Executive’s work during
the period of the Executive’s employment with the Company, whether or not during
normal working hours.  The Executive hereby assigns to the Company all
of the Executive’s right, title and interest in and to any such
Inventions.  During and after the Term, the Executive shall execute
any documents necessary to perfect the assignment of such Inventions to the
Company and to enable the Company to apply for, obtain and enforce patents,
trademarks and copyrights in any and all countries on such Inventions,
including, without limitation, the execution of any instruments and the giving
of evidence and testimony, without further compensation beyond the Executive’s
agreed compensation during the course of the Executive’s
employment.  Without limiting the foregoing, the Executive further
acknowledges that all original works of authorship by the Executive, whether
alone or jointly with others related to the Executive’s employment with the
Company and which are protectable by copyright are “works made for hire” within
the meaning of the United States Copyright Act, 17 U.S.C. § 101, as amended, the
copyright of which shall be owned solely, completely and exclusively by the
Company.  If any Invention is considered to be work not included in
the categories of work covered by the United States Copyright Act,
17 U.S.C. § 101, as amended, such work shall be owned solely by, or hereby
assigned or transferred completely, exclusively to, the Company.  The
Executive hereby irrevocably designates counsel to the Company as the
Executive’s agent and attorney-in-fact to execute and file any such document and
to do all lawful acts necessary to apply for and obtain patents and copyrights
and to enforce the Company’s rights under this Section.  This Section
5 shall survive the termination of this Agreement.

    


    6.           Non-Competition and
Non-Solicitation.

     

    The Executive acknowledges that the
Company invests substantial time, money and resources in the development and
retention of its Inventions, Confidential Information (including trade secrets)
customers, accounts and business partners, and further acknowledges that during
the course of the Executive’s employment, the Executive will have access to the
Company’s Inventions and Confidential Information (including trade secrets), and
will be introduced to existing and prospective customers, accounts and business
partners of the Company.  The Executive acknowledges and agrees that
any and all “goodwill” associated with any existing or prospective customer,
account or business partner belongs exclusively to the Company including, but
not limited to, any goodwill created as a result of direct or indirect contacts
or relationships between the Executive and any existing or prospective
customers, accounts or business partners.  The parties to this
Agreement expressly acknowledge and agree that the Executive possesses skills
that are special, unique or extraordinary, and that the value of the Company
depends, in substantial part, upon the Executive’s use of such skills on the
Company’s behalf.

    


    In recognition of this, the Executive
covenants and agrees that:

    


    (a)           During
the Executive’s employment with the Company, and for a period of one year
commencing on the termination of the Executive’s employment, the Executive may
not, without the prior written consent of the Board, (whether as an employee,
agent, servant, owner, partner, consultant, independent contractor or
representative, stockholder or in any other capacity whatsoever) perform any
work for, or conduct any business with, any entity or person (including the
Executive) 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 during the Executive’s employment or at the time of
termination thereof (such entity or person being hereinafter referred to as a
"Prohibited Enterprise").  Except as may be shown on Exhibit A hereto,
the Executive hereby represents that he is not engaged in any of the foregoing
capacities for any Prohibited Enterprise.  The parties agree that,
given the specific and global nature of the Company’s business, any geographical
limitations on this non-competition agreement are inappropriate.

    


    
      
         

      

      
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    (b)           During
the Executive’s employment with the Company and for a period of one (1) year
commencing on the termination of the Executive’s employment with the Company,
the Executive may not, directly or indirectly, entice, solicit or encourage any
Company employee to leave the employ of the Company or any independent
contractor to sever the independent contractor’s engagement with the Company,
nor may the Executive, directly or indirectly, be involved in the recruitment or
hiring of any Company employee or any independent contractor who is then-engaged
by the Company on behalf of the Executive or any person or entity other than the
Company, absent prior written consent to do so from the Board.

    


    (c)           During
the Executive’s employment with the Company and for a period of one (1) year
commencing on the termination of the Executive’s employment with the Company,
the Executive may not, directly or indirectly, entice, solicit or encourage any
customer or business partner, or any prospective customer or business partner,
of the Company to cease doing business with the Company, reduce the level of
business it conducts with the Company or commence doing business with any other
entity.

    


    7.           Non-Disparagement.

     

    The Executive hereby agrees that during
the course of the Executive’s employment with the Company and at all times
thereafter, the Executive will not make any statement that is professionally or
personally disparaging about, or adverse to, the interests of the Company, any
of its officers, directors, shareholders or employees including, but not limited
to, any statement that disparages any person, product, service, finances,
financial condition, capabilities or other aspect of the business of the Company
or any of its officers, directors, shareholders or employees.  The
Executive further agrees that during the course of the Executive’s employment
with the Company and at all times thereafter, the Executive will not engage in
any conduct that is intended to or has the result of inflicting harm upon the
professional or personal reputation of the Company or any of its officers,
director, shareholders or employees.

    


    8.           Provisions Necessary and
Reasonable.

     

    (a)           The
Executive agrees that (i) the provisions of Sections 4, 5, 6 and 7 of this
Agreement are necessary and reasonable to protect the Company’s Confidential
Information, Inventions, and goodwill; (ii) any and all specific temporal,
geographic and substantive provisions set forth in Section 6 of this Agreement
are reasonable and necessary to protect the Company’s business interests; and
(iii) in the event of any breach of any of the covenants set forth herein, the
Company would suffer substantial irreparable harm and would not have an adequate
remedy at law for such breach.  In recognition of the foregoing, the
Executive agrees that in the event of a breach or threatened breach of any of
these covenants, in addition to such other remedies as the Company may have at
law, without posting any bond or security, the Company shall be entitled to seek
and obtain equitable relief, in the form of specific performance, and/or
temporary, preliminary or permanent injunctive relief, or any other equitable
remedy which then may be available.  The seeking of such injunction or
order shall not affect the Company’s right to seek and obtain damages or other
equitable relief on account of any such actual or threatened
breach.

    


    (b)           If
any of the covenants contained in Sections 4, 5, 6 and 7 hereof, or any part
thereof, are hereafter construed to be invalid or unenforceable, the same shall
not affect the remainder of the covenant or covenants, which shall be given full
effect without regard to the invalid portions.

    


    (c)           If
any of the covenants contained in Sections 4, 5, 6 and 7 hereof, or any part
thereof, are held to be unenforceable by a court of competent jurisdiction
because of the temporal or geographic scope of such provision or the area
covered thereby, the parties agree that the court making such determination
shall have the power to reduce the duration and/or geographic area of such
provision and, in its reduced form, such provision shall be
enforceable.

    


    9.           Representations Regarding
Prior Work and Legal Obligations.

     

    (a)           The
Executive represents that the Executive has no agreement or other legal
obligation with any prior employer or any other person or entity that restricts
the Executive’s ability to continue employment with, or to perform any function
for, the Company.

     

    
      
         

      

      
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    (b)           The
Executive acknowledges that he has not and will not misappropriate any Invention
that the Executive played any part in creating while working for any former
employer.

    


    (c)           The
Executive acknowledges that the Company is basing important business decisions
on these representations, and affirms that all of the statements included herein
are true.

    


    10.           Termination and
Severance.

     

    Notwithstanding the provisions of
Section 2 of this Agreement, the Executive’s employment hereunder may terminate
under the following circumstances:

    


    (a)           Termination by the Company
Without Cause.  The Executive’s employment hereunder may be
terminated, without Cause (as defined below) by the Company upon seven (7) days
written notice to the Executive, provided, however,
that if the Company terminates the Executive’s employment without Cause, the
Company shall (i) continue to pay the Executive’s Salary for a period of twelve
(12) months; (ii) provide the Executive with health insurance coverage for a
period of sixty (60) months that is the same or substantially similar to that
provided to the Executive while employed by the Company at substantially the
same cost to the Executive; (iii) pay the Executive for all accrued but unused
vacation time earned through the date of termination; and (iv) pay the Executive
the pro rata portion of his annual Bonus earned through the termination
date.

    


    (b)           Termination by the Company
for Cause.  The Company may terminate this Agreement for Cause
at any time, upon written notice to the Executive setting forth in reasonable
detail the nature of such Cause which notice shall be effective immediately
unless a later date is stated in such notice.  For purposes of this
Agreement, the Company shall have “Cause” to terminate Executive’s employment
hereunder upon (i) any act or omission that consists of the Executive’s material
breach of the terms of this Agreement; (ii) the Executive’s material failure to
perform the Executive’s duties hereunder after written notice by the Company
detailing the nature of such failure the expiration of a twenty (20) day period
in which to cure such failure; or (iii) the Executive’s conviction for any
felony involving moral turpitude or that relates to Company business or
assets.  Upon the giving of written notice of termination for Cause of
the Executive’s employment, the Company shall have no further obligation or
liability to the Executive other than for compensation earned under this
Agreement to the date of termination, which shall include any accrued but unused
vacation time.

    


    (c)           Termination by Executive for
Good Reason.  The Executive may resign and terminate this
Agreement for Good Reason (as defined below), provided, however,
that upon notice of the Executive’s decision to terminate for Good Reason, the
Company shall have twenty (20) days in which to cure such Good
Reason.  If the Company fails to cure such Good Reason within twenty
(20) days, the Executive may resign and terminate this Agreement for Good
Reason.  If the Executive terminates for Good Reason, the Company
shall (i) continue to pay the Executive’s Salary for a period of twelve (12)
months; (ii) provide the Executive with health insurance coverage for a period
of sixty (60) months that is the same or substantially similar to that provided
to the Executive while employed by the Company at substantially the same cost to
the Executive; (iii) pay the Executive for all accrued but unused vacation time
earned through the date of termination; and (iv) pay the Executive the pro rata
portion of his annual Bonus earned through the termination date.

    


    Good
Reason, for purposes of this Agreement, shall mean any of the following which
occurs at any time during Executive’s employment with the Company:

    


    (i)           any
significant diminution, without the Executive’s prior written consent, in the
Executive’s position, duties, responsibilities, power, title or
office;

    


    (ii)          any
reduction in the Executive’s Salary in effect on the Effective Date or as the
same may be increased during the Executive’s employment, without the Executive’s
prior written consent;

    


    (iii)         any
material breach by the Company of any provision of this Agreement;

    


    (iv)         a
change of the Executive’s principal place of employment to a location beyond 35
miles commuting distance from the Executive’s home.

    


    
      
         

      

      
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    (d)           Voluntary Termination By the
Executive.  The Executive may terminate this Agreement at any
time upon ninety (90) days written notice to the Company.  Upon such
termination, the Company shall pay the Executive any unpaid Salary earned under
this Agreement through the date of termination, which shall include any accrued
but unused vacation time.  The Company may, in its discretion, elect
to waive the notice period, or any portion thereof and, if the Company so
elects, pay the Executive during the notice period (or any remaining portion
thereof) his Salary and benefits at the rate of compensation in effect
immediately before notice of termination was tendered.

    


    (e)           Death.  In
the event of the Executive’s death during the Term of this Agreement, the
Executive’s employment hereunder shall immediately and automatically terminate,
and the Company shall have no further obligation or duty to the Executive other
than for compensation earned under this Agreement to the date of termination
(which shall include any accrued but unused vacation time), provided, however, that the
Company will also provide health insurance coverage for a period of sixty (60)
months to the Executive’s widow that is the same or substantially similar to
that provided to the Executive while employed by the Company.

    


    (f)           Disability.  The
Company may terminate the Executive’s employment hereunder, upon written notice
to the Executive, in the event that the Executive becomes disabled during the
Executive’s employment under this Agreement through any illness, injury,
accident, or condition of either a physical or psychological nature and, as a
result, is, with or without reasonable accommodation, unable to perform the
essential functions and services contemplated hereunder for (a) a period of
ninety (90) consecutive days, or (b) for shorter periods aggregating one hundred
twenty (120) days during any twelve (12) month period during the
Term.  Any such termination shall become effective upon mailing or
hand delivery of notice that the Company has elected its right to terminate
under this subsection 10(f), and the Company’s obligations to the Executive
under such circumstances shall be limited to compensation earned under this
Agreement to the date of termination, which shall include any accrued but unused
vacation time, and the provision of health insurance coverage to the Executive
for a period of sixty (60) months that is the same or substantially similar to
that provided to the Executive while employed by the Company at substantially
the same cost to the Executive.

    


    
      11.          
Change of
Control.

    

     

    
      	
              (a)           

            	
              In
      the event of a Change of Control (as defined herein), and if, subsequent
      to such Change of Control,

            


    

    


    (i)           the
Executive’s job duties and/or compensation (including his base Salary, and
Bonus), are not substantially similar to those performed and/or enjoyed by the
Executive prior to such Change of Control, and the Executive terminates this
Agreement by giving at least thirty (30) days prior written notice to the
Company; or

    


    (ii)           the
Company terminates this Agreement for any reason other than for Cause (as
defined in Section 10 above),

    


    then the
Company must provide the Executive with the following:

    


    (a) the
Executive’s base Salary through the date of termination at the rate in effect on
the date of the Change of Control, plus any accrued but unused vacation
time;

    


    (b)
severance pay in the amount of the Executive’s annual base Salary for one (1)
year at the rate in effect on the date of the Change of Control plus the
Executive’s full Bonus for the year in progress at the time of the Change of
Control;

    


    (c)
health insurance coverage for a five (5) year period following the date of
termination that is the same or substantially similar to that provided to the
Executive while employed by the Company at substantially the same cost to the
Executive; and

    


    (d)
immediate vesting of any and all stock options granted to the Executive, which
shall become immediately exercisable and which shall remain exercisable for the
periods specified in the underlying stock option agreement.

    


    
      
         

      

      
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    (b)           As
used herein, a “Change of Control” shall be deemed to occur if:

    


     (i)  the
shareholders of the Company approve (A) any consolidation or merger of the
Company (x) where the shareholders of the Company, immediately prior to the
consolidation or merger, would not, immediately after the consolidation or
merger, beneficially own, directly or indirectly, shares representing in the
aggregate more than fifty percent (50%) of the combined voting power of all the
outstanding securities of the corporation issuing cash or securities in the
consolidation or merger (or of its ultimate parent corporation, if any), or
(y) where the members of the Board, immediately prior to the consolidation
or merger, would not, immediately after the consolidation or merger, constitute
more than fifty percent (50%) of the Board of the Company issuing cash or
securities in the consolidation or merger (or of its ultimate parent
corporation, if any), (B) any sale, lease, exchange or other transfer (in
one transaction or a series of transactions contemplated or arranged by any
party as a single plan) of all or substantially all of the assets of the Company
or (C) any plan or proposal for the liquidation or dissolution of the
Company; or

    


    (ii)  individuals
who, as of the date hereof, constitute the entire Board of the Company (the
“Incumbent Directors”) cease for any reason to constitute at least fifty percent
(50%) of the Board of the Company, provided that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of at least a
majority of the then Incumbent Directors shall be, for purposes of this
Agreement, considered as though such individual were an Incumbent
Director.

    


    12.           Miscellaneous.

     

    (a)           Assignment.  The
Executive acknowledges and agrees that the rights and obligations of the Company
under this Agreement may be assigned by the Company to any affiliates or
successors in interest.  The Executive further acknowledges and agrees
that this Agreement is personal to the Executive and that the Executive may not
assign any rights or obligations hereunder.

    


    (b)           Withholding.  All
payments required to be made by the Company to the Executive under this
Agreement shall be subject to withholding taxes, social security and other
payroll deductions in accordance with the Company’s policies applicable to
employees at the Executive’s level.

    


    (c)           Entire
Agreement.  This Agreement sets forth the entire agreement
between the parties and supersedes any prior communications, agreements and
understandings, whether written or oral.

    


    (d)           Seal and Governing
Law.  This Agreement shall take effect as an instrument under
seal and shall be governed by, and construed in accordance with, the laws of the
State of Massachusetts, without regard to the conflicts of law principles
thereof.

    


    (e)           Amendments.  Any
attempted modification of this Agreement will not be effective unless signed by
a specifically authorized officer of the Company and the Executive.

    


    (f)           Waiver of
Breach.  The parties agree that a breach of any provision of
this Agreement may only be waived on behalf of the Executive by the Executive in
writing or, on behalf of the Company, in writing signed by a specifically
authorized officer of the Company.  The waiver by the Executive or the
Company of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach.

    


    (g)           Severability.  If
any provision of this Agreement should, for any reason, be held invalid or
unenforceable in any respect by a court of competent jurisdiction, then the
remainder of this Agreement, and the application of such provision in
circumstances other than those as to which it is so declared invalid or
unenforceable, shall not be affected thereby, and each such provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by
law.

    


    (h)           Notices.  Any
notices, requests, demands and other communications provided for by this
Agreement shall be in writing and shall be effective when delivered by private
messenger, private overnight mail 

     

    
      
         

      

      
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    service,
or facsimile as follows (or to such other address as either party shall
designate by notice in writing to the other in accordance
herewith):

    


    If to the Company:

    John R. Freeman, Vice President of
Finance

    NEXX Systems LLC

    90 Industrial Way

    Wilmington, MA 01887-4610

    


    With a copy to:

    Neil Aronson, Esq.

    Mintz Levin Cohn Ferris Glovsky &
Popeo PC

    1 Financial Center

    Boston,
MA 02110, and

    


    If to Executive:

    Richard S. Post

    22 Fairbanks Road

    Lexington, MA 02173

    


    With a copy to:

                                   John
R. Freeman, Vice President of Finance

    NEXX Systems LLC

    90 Industrial Way

    Wilmington, MA 01887-4610

    


    Neil Aronson, Esq.

    Mintz Levin Cohn Ferris Glovsky &
Popeo PC

    1 Financial Center

    Boston,
MA 02110, and

    


    (i)           Survival.  The
Executive and the Company agree that certain provisions of this Agreement shall
survive the expiration or termination of this Agreement and the termination of
the Executive’s employment with the Company.  Such provisions shall be
limited to those within this Agreement which, by their express and implied
terms, obligate either party to perform beyond the termination of the
Executive’s employment or termination of this Agreement.

    


    (j)           Disclosure and
Confidentiality.  The Executive agrees that the Company may
provide, in its discretion, a copy of the covenants contained in this Agreement
to any business or enterprise which the Company may directly or indirectly own,
manage, operate, finance, join, control or in which the Company participates in
the ownership, management, operation, financing or control, or with which the
Company may be connected or may become connected as an officer, director,
executive, partner, principal, agent, representative, consultant or
otherwise.  The Executive also agrees that the Company may disclose a
copy of this Agreement if legally- required to do so, and in connection with a
partnering transaction, financing, or public offering.  The Executive
further agrees not to disclose the existence or terms of this Agreement to any
person other than the Executive’s immediate family and legal, financial or
accounting consultants.

     

    (k)          Reassignment.  The
Executive acknowledges and agrees that should the Executive transfer between or
among any affiliates of the Company, wherever situated, or otherwise become
employed by any Company affiliate, or be promoted or reassigned to functions
other than the Executive’s present functions, all terms of this Agreement shall
continue to apply with full force.  This subsection 12(k) shall in no
way limit the Executive’s rights under subsection 10(c)

    


    (l)           Rights of Other
Individuals.  This Agreement confers rights solely on the
Executive and the Company.  This Agreement is not a benefit plan and
confers no rights on any individual or entity other than the
undersigned.

    


    
      
         

      

      
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    (m)         Headings.  The
parties acknowledge that the headings in this Agreement are for convenience of
reference only and shall not control or affect the meaning or construction of
this Agreement.

    


    (n)         Counterparts.  This
Agreement may be signed in counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.  This Agreement shall become effective when each party
hereto shall have received counterparts hereof signed by the other party
hereto.

    


    IN
WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day
and year set forth below.

    


    EXECUTIVE                                                                           NEXX
Systems LLC

    


    


    /s/ Richard S.
Post                                                 By:  /s/ John R.
Freeman              


    Dr.
Richard S.
Post                                                                             
John R. Freeman

    Vice President of Finance

    


    


    


    Dated:  August
7,
2001                                                         Dated:   August
7, 2001

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
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    EXHIBIT
A

    POSITIONS
ON OUTSIDE BOARDS OF DIRECTORS

    


    


    As of the
Effective Date of this Employment Agreement, the Executive serves as an outside
director on the Board of the following company(ies):

    


    Opnetics Corporation

    2 Centennial Drive

    Peabody,
MA  01960-7919

    


    


    


    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
        10