**Exhibit10.2**

**AGREEMENT**

This Agreement is enteredinto as of the      th day of August, 2007 by andbetween Ibis Technology Corporation, a Massachusetts corporation (the “Company”) and Charles M. McKenna (the “Executive”).

**WHEREAS** theExecutive desires to enter into this Agreement to provide him with certainfinancial protection in the event that his employment terminates for certainreasons in connection with or within a period of time after a change of control of the Company; and

**WHEREAS** theBoard of Directors of the Company has determined that it is in the bestinterests of the Company to enter into this Agreement.

**NOW, THEREFORE**,for good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Company and the Executive agree as follows:

# 1.             **DEFINITIONS.**

## (a)           **Cause.** As used herein, “Cause” shall mean a termination for one or more of thefollowing reasons, as determined by a majority vote of the Board:  (i) Executive’s continuing failure torender services to the Company in accordance with his assigned duties and suchfailure of performance continues for a period of more than 120 days afternotice thereof has been provided to the Executive by the Board; (ii) theExecutive’s willful misconduct or gross negligence; (iii) the Executive isconvicted of a felony, either in connection with the performance of hisobligations to the Company or which conviction materially adversely affects hisability to perform such obligations, or materially adversely affects thebusiness activities, reputation, goodwill or image of the Company;(iv) willful disloyalty, deliberate dishonesty, breach of fiduciary duty;(v) the commission by the Executive of an act of fraud, embezzlement ordeliberate disregard of the rules or policies of the Company which results insignificant loss, damage or injury to the Company; (vi) the Executive’swillful unauthorized disclosure of any trade secret or confidential informationof the Company; or (vii) Executive’s willful commission of an act whichconstitutes unfair competition with the Company or which induces any employeeor customer of the Company to break a contract with the Company.

In making anydetermination under this Section 1(a), the Board shall act fairly and in utmostgood faith and shall give the Executive an opportunity to appear and be heardat a meeting of the Board or any committee thereof and present evidence on hisbehalf.  For purposes of this Section, noact, or failure to act, by the Executive shall be considered “willful” unlessdone, or admitted to be done, by the Executive in bad faith and withoutreasonable belief that such action or omission was in the best interest of theCompany.

## (b)           **Change Of Control**.  As used herein, a “Change of Control” shallbe deemed to have occurred if (i) there is a sale or transfer of all or substantially all of the assets of theCompany in one or a series of transactions; (ii) any “person,” as suchterm is used in Section 13(d) of the Securities Exchange Act of 1934, asamended (or any successor provision) (the “Exchange Act”), together with all “affiliates”and “associates” (as such terms are defined in Rule 12b-2 under the ExchangeAct or any successor provision) of such person, shall become the 

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## “beneficialowner” or “beneficial owners” (as defined in Rules 13d-3 and 13d-5 under theExchange Act or any successor provision), directly or indirectly, of securitiesof the Company representing in the aggregate thirty percent (30%) or more ofeither (1) the then outstanding shares of common stock of the Company or(2) the combined voting power of all then outstanding securities of theCompany having the right under ordinary circumstances to vote in an election ofthe Board of Directors of the Company (hereafter referred to as an “Acquisition”);PROVIDED, that, notwithstanding the foregoing, an Acquisition shall not bedeemed to have occurred for purposes of this clause (ii) solely as the resultof an acquisition of securities by the Company which, by reducing the number ofshares of common stock or other voting securities outstanding, increases(x) the proportionate number of shares of common stock beneficially ownedby any person to thirty percent (30%) or more of the common stock thenoutstanding or (y) the proportionate voting power represented by thevoting securities beneficially owned by any person to thirty percent (30%) ormore of the combined voting power of all then outstanding voting securities; or(iii) there is a merger or consolidation between the Company and an entityother than a subsidiary of the Company in which the Company is not thecontinuing or surviving corporation and pursuant to which the holders of theCompany’s voting stock immediately prior to such merger or consolidation wouldnot be the holders immediately after such merger or consolidation of at least50% of the voting stock of the continuing or surviving corporation.

## (c)           **Good Reason**.  Asused herein, a “Good Reason” shall mean a material change in the Executive’s authority, functions, duties orresponsibilities as President and Chief Executive Officer of the Company(including, without limitation, material changes in the control or managerialstructure of the Company) which would cause his position with the Company tobecome of less dignity, responsibility, importance or scope than his positionon the date hereof or as of any subsequent date prior to the Change of Control,a reduction in the Executive’s salary or a material reduction in benefits fromthe amount of salary paid or the value of the benefits available on the datehereof or as of any subsequent date prior to the Change of Control, a transferof the principal location of the place of performance of the Executive’s dutiesfrom the Danvers, Massachusetts area without the Executive’s consent, or thefailure of the Board of Directors of the Company to elect the Executive asPresident and Chief Executive Officer of the Company at any time such electionsare made, or removal from such office of the Company, PROVIDED that suchmaterial change is not in connection with a termination of the Executive’semployment for Cause, and, PROVIDED, FURTHER, that any notice of termination bythe Executive for Good Reason shall be given by him within ninety (90) days ofwhen he becomes aware of such change, of such failure or removal.

# 2.             **SEVERANCE COMPENSATION**.  In the event that at or near the time of, inconnection with, or within a period of two (2) years after, a Change ofControl, the Executive’s employment with the Company is terminated either(i) by the Company other than for Cause or (ii) by the Executive fora Good Reason, then the Company, within ten (10) days of the applicabletermination date, shall pay to the Executive, in addition to any amounts due toExecutive for services rendered prior to the termination date, a lump sumamount equal to two (2) times the Executive’s highest Annual Salary during thepreceding three year period, including the year of such termination.  Annual Salary shall mean Executive’s annualbase salary and bonus, excluding reimbursements and amounts attributable to stockoptions and other non-cash compensation.

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# 3.             **CONTINUATION OF BENEFITS**.  In the event that at the time of, inconnection with, or within a period of (2) two years after a Change in Control,the Executive’s employment with the Company is terminated either (i) bythe Company other than for Causeor (ii) by the Executive for a Good Reason, then the Company shall arrangeto provide the Executive with life, disability, group dental and healthinsurance benefits substantially similar to those the Executive was receiving,immediately prior to the termination, until the earlier of (a) two (2)years following his termination date, or (b) the date upon which hebecomes eligible for such coverage offered by a subsequent employer.  Executive’s termination date shall be thedate of any qualifying event under the Consolidated Omnibus BudgetReconciliation Act of 1985 (“COBRA”) and the COBRA coverage that may beavailable to Executive, if any, shall be offset by any period of coverageprovided hereunder.

3A.          **SPECIFIED EMPLOYEE**.  Notwithstanding the provisions ofSections 2 and 3, if the Executive is a “specified employee” within themeaning of Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, asamended (the “Code”), then payment of the amount described in Section 2(a)shall be made on the date which is six (6) months after the applicabletermination date or, if earlier, the date of death of the Executive, and thebenefit described in Section 3 shall commence on the date which is six (6)months after the applicable termination date and, subject to the otherprovisions of Section 3, continue until thirty (30) months after the applicabletermination date.

# 4.             **NO DUPLICATION OFCOMPENSATION OR BENEFITS**. The Executive’s severance compensation and benefits set forth inSections 2 and 3 above shall replace, and be provided in lieu of, any severance compensation and benefits thatmay be provided to Executive; under any other agreement PROVIDED, that thisprohibition against duplication shall not be construed to otherwise limitExecutive’s rights as to payments or benefits provided under any pension plan(as defined in Section 3(2) of the Employee Retirement Income Security Act of1974, as amended), deferred compensation, stock, stock option or similar plansponsored by the Company.

# 5.             **ENFORCEABILITY; REDUCTION**.

## (a)           If any provision of thisAgreement shall be deemed invalid or unenforceable as written, this Agreementshall be construed, to the greatest extent possible, or modified, to the extent allowable by law, in amanner which shall render it valid and enforceable and any limitation on thescope or duration of any provision necessary to make it valid and enforceableshall be deemed to be a part thereof.  Noinvalidity or unenforceability of any provision contained herein shall affectany other portion of this Agreement.

## (b)           Notwithstanding anythingprovided herein, if the Executive is a “disqualified individual” (as defined inSection 280G of the Code, andthe severance compensation and continuation of benefits provided for inSections 2 and 3 hereof (collectively “Severance Compensation”) together withany other payments which the Executive has the right to receive from theCompany (or its affiliates and subsidiaries), would constitute a “parachutepayment” (as defined in Section 280G(b)(2) of the Code), the SeveranceCompensation shall be reduced.  Thereduction shall be in an amount so that the present value of the total amountreceived by the Executive from the Company (or its affiliates and subsidiaries)will be one dollar ($1.00) less than three (3) times the Executive’s BaseAmount (as defined in Section 280G of the Code) so 

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## that no portion of theamounts received by the Executive shall be subject to the excise tax imposed bySection 4999 of the Code (excise tax).

The determination as towhether any reduction in Severance Compensation is necessary and the amount ofany such reduction shall be made by the Company’s independent public accountants (the “AccountingFirm”) which shall provide detailed supporting calculations both to the Companyand to the Executive within fifteen (15) business days of the Executive’stermination date.  Any such determinationby the Accounting Firm shall be conclusive and binding upon the Executive andthe Company.  The Executive shall determinewhich part of the Severance Compensation shall be eliminated or reducedconsistent with the requirements of this Section 5 and shall notify theCompany promptly in writing; PROVIDED, that if the Executive does not make suchdetermination within ten (10) business days of the receipt of the calculationsmade by the Accounting Firm, the Company shall determine which part of theSeverance Compensation shall be eliminated or reduced consistent with therequirements of this Section 5 and shall notify the Executive promptly inwriting of such election.

If through error orotherwise the Executive should receive payments under this Agreement, togetherwith other payments the Executive has the right to receive from the Company (or itsaffiliates and subsidiaries), in excess of one dollar ($1.00) less than threetimes his Base Amount, the Executive shall immediately repay the excess to theCompany upon notification that an overpayment has been made.

# 6.             **MITIGATION**.  The Executive shall not be required tomitigate the amount of any payment provided for in this Agreement by seekingother employment or otherwise, norshall the amount of any payment provided for herein be reduced by anycompensation earned by the Executive as the result of employment by anotheremployer or by retirement benefits after the termination date or otherwise.

# 7.             **NOTICES.**  All notices, requests, consents and othercommunications hereunder shall be in writing, shall be addressed to thereceiving party’s address set forthbelow or to such other address as a party may designate by notice hereunder,and shall be either (i) delivered by hand, (ii) made by telex,telecopy or facsimile transmission, (iii) sent by overnight courier, or(iv) sent by registered or certified mail, return receipt requested,postage prepaid.

**If to the Company**:

Ibis Technology Corporation32 Cherry Hill DriveDanvers, MA 01923Attn:  Board of Directors

**If tothe Executive**:

Charles M. McKenna, Ph.D.55 Herrick RoadBoxford, MA  01921

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All notices, requests,consents and other communications hereunder shall be deemed to have been giveneither (i) if by hand, at the time of the delivery thereof to the receiving party at the addressof such party set forth above, (ii) if made by telex, telecopy orfacsimile transmission, at the time that receipt thereof has been acknowledgedby electronic confirmation or otherwise, (iii) if sent by overnightcourier, on the next business day following the day such notice is delivered tothe courier service, or (iv) if sent by registered or certified mail, onthe 5th business day following the day such mailing is made.

# 8.             **ENTIRE AGREEMENT**.  The Previous Agreement is hereby restated andamended in its entirety with this Agreement. This Agreement embodies the entire agreement and understanding betweenthe parties hereto with respect to the subject matter hereof and supersedes all prior oral orwritten agreements and understandings relating to the subject matterhereof.  No statement, representation,warranty, covenant or agreement of any kind not expressly set forth in thisAgreement shall affect, or be used to interpret, change or restrict, theexpress terms and provisions of this Agreement.

# 9.             **MODIFICATIONS AND AMENDMENTS**.  The terms and provisions of this Agreementmay be modified or amended only by written agreement executed by all partieshereto.

# 10.           **WAIVERS AND CONSENTS**.  The terms and provisions of this Agreementmay be waived, or consent for the departure therefrom granted, only by writtendocument executed by the partyentitled to the benefits of such terms or provisions.  No such waiver or consent shall be deemed tobe or shall constitute a waiver or consent with respect to any other terms orprovisions of this Agreement, whether or not similar.  Each such waiver or consent shall beeffective only in the specific instance and for the purpose for which it wasgiven, and shall not constitute a continuing waiver or consent.

# 11.           **ASSIGNMENT**.  The rights and obligations under thisAgreement may not be assigned by either party hereto without the prior writtenconsent of the other party.

# 12.           **BENEFIT.**  All statements, representations, warranties,covenants and agreements in this Agreement shall be binding on the partieshereto and shall inure to thebenefit of the respective successors and permitted assigns of each partyhereto.  Nothing in this Agreement shallbe construed to create any rights or obligations except among the partieshereto, and no person or entity shall be regarded as a third-party beneficiaryof this Agreement.

# 13.           **GOVERNING LAW**.  This Agreement and the rights and obligationsof the parties hereunder shall be construed in accordance with and governed bythe law of the Commonwealth ofMassachusetts, without giving effect to the conflict of law principles thereof.

# 14.           **JURISDICTION AND SERVICEOF PROCESS**.  Any legalaction or proceeding with respect to this Agreement may be brought in thecourts of the Commonwealth of Massachusettsor of the United States of America for the District of Massachusetts.  By execution and delivery of this Agreement,each of the parties hereto accepts for itself and in respect of its property,generally and unconditionally, the jurisdiction of the aforesaid courts.  Each of the parties hereto irrevocablyconsents to the service of process of any of the 

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# aforementioned courts in anysuch action or proceeding by the mailing of copies thereof by certified mail,postage prepaid, to the party at its address set forth in Section 7hereof.

# 15.           **NO WAIVER OF RIGHTS,POWERS AND REMEDIES.**  Nofailure or delay by a party hereto in exercising any right, power or remedyunder this Agreement, and no courseof dealing between the parties hereto, shall operate as a waiver of any suchright, power or remedy of the party.  Nosingle or partial exercise of any right, power or remedy under this Agreementby a party hereto, nor any abandonment or discontinuance of steps to enforceany such right, power or remedy, shall preclude such party from any other orfurther exercise thereof or the exercise of any other right, power or remedyhereunder.  The election of any remedy bya party hereto shall not constitute a waiver of the right of such party topursue other available remedies.  Nonotice to or demand on a party not expressly required under this Agreementshall entitle the party receiving such notice or demand to any other or furthernotice or demand in similar or other circumstances or constitute a waiver ofthe rights of the party giving such notice or demand to any other or furtheraction in any circumstances without such notice or demand.

# 16.           **COUNTERPARTS**.  This Agreement may be executed in one or morecounterparts, and by different parties hereto on separate counterparts, each ofwhich shall be deemed anoriginal, but all of which together shall constitute one and the sameinstrument.

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**IN WITNESS WHEREOF**,the parties have executed this Agreement as of the day and year first above written.
|        | **COMPANY:**                    |
|--------|---------------------------------|
|   |                            |   |
|   | **IBIS TECHNOLOGY CORPORATION** |
|   |                            |   |
|   | **By:**                         |   |
|   |                            | **Authorized Officer** |
|   |                            |   |
|   | **EXECUTIVE:**                  |
|   |                            |
|   | **CHARLES M. MCKENNA**          |

 

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