Exhibit 10.1




 




EMPLOYMENT AGREEMENT




 




This Agreement is entered into by and between August

Technology Corporation (“August Technology ” or the “Company”), a Minnesota

corporation, with its principal place of business at 4900 West 78th

Street, Bloomington, Minnesota 55435, and Stanley Piekos of 4 Morning Glory

Circle, Westford, MA 01886 (“Employee”).




 




WHEREAS, Employee desires employment with

August Technology or has been employed with August Technology and wishes to

continue employment under the terms and conditions set forth in this Agreement;




 




WHEREAS, Employee acknowledges and agrees

that he has and will continue to have access to confidential, proprietary and

trade secret information in the course of his/her employment and continued

employment with August Technology, the unauthorized use or disclosure of which

would cause irreparable harm to August Technology;




 




WHEREAS, August Technology and Employee

wish to set forth the terms of their agreement in writing;




 




NOW, THEREFORE, in consideration of the

foregoing and the mutual covenants contained herein and for other good and

valuable consideration the receipt and sufficiency of which is specifically

acknowledged by the parties, August Technology and Employee agree as follows:




 




1.                                      Employment.  August Technology agrees to employ or

continue to employ Employee, effective April 7, 2003, and Employee accepts

employment or continued employment, upon the terms and conditions set forth in

this Agreement.




 




2.                                      Term of

Employment.  August

Technology shall continue to employ Employee for an indefinite duration until

his/her employment is terminated in accordance with Paragraph 8 of this

Agreement.




 




3.                                      Duties

and Responsibilities.  Employee

shall devote his/her time, attention and best efforts to the duties and

responsibilities of his/her position, and to the business and affairs of August

Technology.  Employee’s title shall be

as set forth in Exhibit A as “Employee’s Title”, reporting to the person or

office as set forth in Exhibit A as “Manager”. 

Employee shall perform all duties and responsibilities of the position

he/she holds with August Technology as those duties and responsibilities may

change from time to time.  Employee

shall comply with August Technology’s standards, policies and procedures in

effect and as they may change from time to time; provided that to the extent

such policies and procedures are inconsistent with this Agreement, the

provisions of this Agreement shall control.




 




4.                                      Compensation.  August Technology shall pay Employee a gross

annual salary as set forth in Exhibit A as “Base Salary”, less appropriate

payroll deductions.  Employee may also

receive incentive compensation in accordance with the Annual Incentive Plan, as

issued and as may change from time to time by the Company, or any other similar

plan authorized by the Board of Directors. 

Employee’s compensation may be periodically increased or adjusted as

authorized by




 





























 




the Board of Directors in the case of the Chief Executive Officer, or,

in the case of all others, as recommended by the Chief Executive Officer and

approved by the Board of Directors.




 




5.                                      Business

Expenses.  August

Technology will, in accordance with its policies and practices as such may

change from time to time, reimburse Employee for all ordinary and necessary

business expenses after receipt of appropriate documentation of such expenses.




 




6.                                      Benefits.  Employee shall be entitled to insurance and

other benefits provided to key management employees in accordance with

applicable plan documents and commensurate with vice president and higher

positions within the Company.  Benefits

provided to employees are subject to change in the discretion of August

Technology.




 




7.                                      Stock

Options.  At the discretion of August Technology,

Employee may be granted stock options from time to time, which options shall be

subject to the terms and conditions of the August Technology Corporation 1997

Stock Option Plan, as amended from time to time, or any successor plan, and the

related stock option agreements. 

Further, Employee shall be eligible to participate in the August

Technology Corporation 2000 Employee Stock Purchase Plan, as amended from time

to time, or any successor plan, subject to the terms and conditions contained

therein.




 




8.                                      Termination.  Employee’s employment under this Agreement

may be terminated:




 




(a)                                  At

any time upon mutual written agreement of the parties;




 




(b)                                 By

either Employee or August Technology at any time, with or without cause, upon

thirty (30) days’ written notice to the other;




 




(c)                                  By

August Technology immediately upon notice to Employee for cause which shall be

defined as:




 




(i)                                     Employee’s

material failure or neglect, or refusal to perform, the duties and

responsibilities of his/her position and/or the reasonable direction of the

Board of Directors or his/her superiors;




 




(ii)                                  Commission

by Employee of any willful, intentional or negligent act that has the effect of

injuring the reputation, business or performance of August Technology;




 




(iii)                               Employee’s

conviction of a crime, or commission




of any act involving

moral turpitude;




 




(iv)                              Any

material default or nonperformance of the terms of this Agreement, or any

violation of




 




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Paragraphs

10, 11, 12, 14 and/or 15 of this Employment Agreement; or




 




(d)                                 Employee’s

employment will terminate immediately upon his/her death.




 




Upon Employee’s resignation or termination under this

Paragraph 8 for any reason, August Technology shall pay Employee his/her Base

Salary through the Employee’s last date of employment, and any accrued and

unused vacation or other paid time off through the Employee’s last date of

employment.  Employee’s entitlement to

any vested pension, profit sharing or other benefits shall be governed by

applicable plan documents.  In the event

Employee’s employment is terminated either by Employee or August Technology

under Paragraph 8 (b), August Technology may elect, in its sole discretion, to

pay Employee his/her salary for the thirty (30) day notice period in lieu of

Employee’s continued performance of duties during the notice period.  In the event Employee is terminated by

August Technology in accordance with Paragraph 8 (b), August Technology shall,

in addition to the above, pay Employee a severance at his/her then current Base

Salary rate for the time period as set forth in Exhibit A as “Severance

Period”, to be paid according to the normal payroll schedule, directly

following the thirty (30) day notice period, and August Technology shall, if

the Employee elects to continue group health or other group benefits as allowed

by COBRA, make the COBRA payments for the 

Severance Period.  Employee shall

not be entitled to any further or other payments or benefits of any kind upon

the Employee’s termination or resignation under this Paragraph 8.  In the event, Employee is entitled to Change

in Control benefits as set forth in Paragraph 9, Employee shall not be entitled

to any severance or notice rights under this Paragraph 8.




 




9.                                      Change

in Control.  If, within eighteen

(18) months following a Change in Control (as defined below), Employee’s

employment is terminated (as defined below), then:




 




(a)                                  Employee

shall be paid his/her last Base Salary on a regular payroll cycle as of the

effective date for the time period as set forth in Exhibit A as “Change In

Control Severance Period” from the effective date of such termination;




 




(b)                                 For

the same Change In Control Severance Period from the effective date of such

termination as set forth in Paragraph 9(b), the Company shall, if Employee

elects to continue group health or other group benefits as allowed under COBRA,

make the COBRA payments for the Change In Control Severance Period;




 




(c)                                  The

right to exercise all unexpired and non-vested stock options in favor of

Employee shall immediately vest and accelerate; and




 




(d)                                 Limitation

on Change of Control Payments. 

Employee shall not be entitled to receive any Change of Control Action,

as defined below, which would constitute an “excess parachute payment” for

purposes of Code Section 280G, or any successor provision, and the regulations

thereunder.  In




 




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the event any Change of

Control Action payable to Employee would constitute an “excess parachute

payment,” then the acceleration of the exercisability of such stock options and

the payments to such Participant pursuant to this Paragraph 9 shall be reduced

to the largest extent or amount as will result in no portion of such payments

being subject to the excise tax imposed by Section 4999 of the Code.  For purposes of this Paragraph 9, a “Change

of Control Action” shall mean any payment, benefit or transfer of property in

the nature of compensation paid to or for the benefit of Employee under any

arrangement which is considered contingent on a Change of Control for purposes

of Code Section 280G, including, without limitation, any and all salary, bonus,

incentive, restricted stock, stock option, compensation or benefit plans,

programs or other arrangements, and shall include benefits payable under this

Agreement.




 




(e)                                  “Change of Control.”  For purposes of this Agreement, “Change of

Control” shall mean any of the following events occurring after the date of

this Agreement:




 




(1)                                  A

merger or consolidation to which the Company is a party, an acquisition by the

Company involving the issuance of the Company’s securities as consideration for

the acquired business, or any combination of fully closed and completed

mergers, consolidations or acquisitions during any consecutive twenty-four (24)

month period, if the individuals and entities who were shareholders of the

Company immediately prior to the effective date of such merger, consolidation,

or acquisition (or prior to the effective date of the first of a combination of

such transactions) have, immediately following the effective date of such

merger, consolidation or acquisition (or following the effective date of the

last of a combination of such transactions), beneficial ownership (as defined

in Rule 13d-3 under the Securities Exchange Act of 1934) of less than fifty

percent (50%) of the total combined voting power of all classes of securities

issued by the surviving corporation for the election of directors of the

surviving corporation;




 




(2)                                  The

acquisition of direct or indirect beneficial ownership (as defined in Rule

13d-3 under the Securities Exchange Act of 1934) of securities of the Company

by any person or entity or by a group of associated persons or entities acting

in concert in one or a series of transactions, which causes the aggregate

beneficial ownership of such person, entity or group to equal or exceed twenty

percent (20%) or more of the total combined voting power of all classes of the

Company’s then issued and outstanding securities;




 




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(3)                                  The

sale of the properties and assets of the Company substantially as an entirety,

to any person or entity which is not a wholly-owned subsidiary of the Company;




 




(4)                                  The

stockholders of the Company approve any plan or proposal for the liquidation of

the Company; or




 




(5)                                  A

change in the composition of the Board of the Company at any time during any

consecutive twenty-four (24) month period such that the “Continuity Directors”

no longer constitute at least a seventy percent (70%) majority of the Board.

For purposes of this event, “Continuity Directors” means (i) those members of

the Board who were directors at the beginning of such consecutive twenty-four

(24) month period or at the date of this Agreement if this Agreement was

entered into less than twenty-four months prior to the change in composition of

the Board; and (ii) any new director whose election to the Board of Directors

or nominations for election to the Board of Directors was approved by a vote of

at least two-thirds (2/3) of the directors identified in the immediately

preceding clause (i).




 




(6)                                  The

Company enters into a letter of intent, an agreement in principle or a

definitive agreement relating to an event described in Paragraph 9(e)(1),

9(e)(2), 9(e)(3), 9(e)(4), or 9(e)(5) that ultimately results in such a Change

of Control, or a tender or exchange offer or proxy contest is commenced that

ultimately results in an event described in Paragraph 9(e)(2) or 9(e)(5).




 




(f)                                    Termination.  For purposes of this Paragraph 9, “Termination” shall mean any of the following

events occurring within eighteen (18) months after a Change of Control:




 




(1)                                  The termination of Employee’s employment by the

Company for any reason, with or without cause, except for termination resulting

from conduct by Employee constituting (a) a felony involving moral turpitude

under either federal law or the law of the State of Minnesota, or (b)

Employee’s willful failure to fulfill his/her employment duties with the

Company; provided, however, that for purposes of this clause (c), an act or

failure to act by Employee shall not be “willful” unless it is done, or omitted

to be done, in bad faith and without any reasonable belief that Employee’s

action or omission were in the best interests of the Company; or




 




(2)                                  The termination of employment with the Company by

Employee for Good Reason.  Such

termination shall be accomplished by, and effective upon, Employee giving

written notice to Company of his/her




 




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decision

to terminate.  “Good Reason” shall mean

a good faith determination by Employee, in Employee’s sole and absolute

judgment, that any one or more of the following events has occurred, at any

time during the term of this Agreement or after a Change of Control; provided,

however, that such event shall not constitute “Good Reason” if Employee has

expressly consented to such event in writing or if Employee fails to provide

written notice of his/her decision to terminate within sixty (60) days of the

occurrence of such event:




 




(a)                                  A material change in Employee’s reporting

responsibilities, titles or offices, or any removal of Employee from or any

failure to re-elect Employee to any of such positions, which has the effect of

materially diminishing Employee’s responsibility or authority;




 




(b)                                 A reduction by the Company in Employee’s base

salary (as increased from time to time);




 




(c)                                  A requirement imposed by the Company on Employee

that results in Employee being based at a location that is outside of a

twenty-five (25) mile radius of Employee’s prior job location;




 




(d)                                 Without the adoption of a replacement plan, program

or arrangement that provides benefits to Employee that are equal to or greater

than those benefits that are discontinued or adversely affected:




 




i.                                          A failure by the Company to continue in effect,

within its maximum stated term, any pension, bonus, incentive, stock ownership,

stock purchase, stock option, life insurance, health, accident, disability, or

any other employee compensation or benefit plan, program or arrangement, in

which Employee is or has been participating;




 




ii.                                       The taking of any action by the Company that

would adversely affect Employee’s participation or materially reduce Employee’s

benefits under any of such plans, programs or arrangements; or




 




(e)                                  Any action by the Company that would materially

adversely affect the physical conditions in or under which Employee performs

his/her employment duties; or




 




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(f)                                    Any material breach by the Company of this

Employment Agreement between Employee and the Company.




 




Termination for “Good Reason” shall not include

Employee’s death or a termination for any reason other than the events

specified in clauses (a) through (f) above.




 




10.                               Confidential

Information.  During the term of

this Agreement and at all times thereafter, Employee shall not directly or

indirectly use or disclose any trade secret, proprietary or confidential

information of August Technology or any subsidiary for the benefit of any

person or entity other than August Technology or any subsidiary without prior

written approval of August Technology’s Board of Directors.  For purposes of this Agreement, in addition

to all materials and information protected by applicable statute or law, the

parties acknowledge that confidential information shall include any

information, whether in print, on computer disc or tape or otherwise, which is

not public information and which relates to August Technology or any

subsidiary, or August Technology’s or any subsidiary’s existing or reasonably

foreseeable business, including but not limited to information relating to

research, development, technology, manufacturing processes, purchasing and

sales, information relating to sales and other financial strategies, plans

and/or goals, information relating to proprietary rights and data, ideas,

know-how, and/or trade secrets, information regarding the identity and/or needs

of clients or customers, client or customer lists and other client or customer

information, information regarding active and inactive accounts of August

Technology or any subsidiary, and information relating to August Technology’s

or any subsidiary’s methods of operation.




 




11.                               Noncompetition

Obligations.  As a condition to

and in consideration of his/her employment and continued employment, and in

exchange for the severance and Change of Control provisions as set forth in

Paragraphs 8 and 9 of this Employment Agreement, and the mutual covenants

herein, Employee agrees that, during his/her employment and for a period of one

(1) year following his/her voluntary or involuntary resignation or termination

for any reason, the Employee will not, on behalf of himself/herself or any

other person or entity:




 




(a)                                  Directly or indirectly solicit, on Employee’s own

behalf, or on behalf of another, any of August Technology’s or any subsidiary’s

customers or potential customers with whom Employee or Employee’s supervisees

had contact, either directly or indirectly, within the twelve months

immediately preceding Employee’s resignation or termination of employment, for

the purpose of providing, selling, or attempting to sell any products or

services competing with those provided or sold by August Technology or any

subsidiary, or clearly contemplated thereby due to research, development,

engineering, applications, licensing, or other like projects in process, at the

time of resignation or termination; or




 




(b)                                 hire

or attempt to hire, or influence or solicit, or attempt to influence or

solicit, either directly or indirectly, any employee of August Technology or




 




7





























 




any subsidiary to leave

or terminate his/her or her employment, or to work for any other person or

entity.




 




12.                               Work

Product and Inventions. 

August Technology shall be entitled to all of the benefits, profits,

results and work product arising from or incident to all work, services, advice

and activities of Employee, including without limitation all rights in

inventions (as set forth below), trademark or trade name creations, and

copyrightable materials.  Employee shall

not, during the term of his/her employment by August Technology, be interested,

directly or indirectly, in any manner, including, but not limited to, as

partner, officer, advisor, or in any other capacity in any other business

similar to, or in competition with, August Technology’s or any subsidiary’s business.




 




Employee agrees to communicate promptly and fully to

August Technology all inventions, discoveries, improvements or designs

conceived or reduced to practice by Employee during the period of his/her

employment with August Technology (alone or jointly with others), and, except

as provided in this Paragraph 12, Employee will and hereby does assign to

August Technology and/or its nominees all of the Employee’s right, title and

interest in such inventions, discoveries, improvements or designs and all of

his/her right, title and interest in any patents, patent applications or

copyrights based thereon without obligation on the part of August Technology or

any subsidiary to make any further compensation, royalty or payment to

Employee.  Employee further agrees to

assist August Technology and/or its nominee (without charge but at no expense

to Employee) at any time and in every proper way to obtain and maintain for its

and/or their own benefit, patents for all such inventions, discoveries and

improvements and copyrights for all such designs.




 




This Agreement does not

obligate Employee to assign to August Technology any invention, discovery,

improvement or design for which no equipment, supplies, facility or trade

secret information of August Technology or any subsidiary was used and which

was developed entirely on Employee’s own time, and (1) which does not relate

(a) directly to the business of August Technology or any subsidiary, or (b) to

August Technology’s or any subsidiary’s actual or demonstrably anticipated

research or development, or (2) which does not result from any work performed

by Employee for August Technology or any subsidiary.




 




13.                               Exempt

Inventions.  Identified under

Exempt Inventions in Exhibit A by descriptive title are all of the Inventions, if

any, in which Employee possesses any right, title or interest prior to

Employee’s employment with August Technology or execution of this Employment

Agreement which are not subject to the terms hereof.




 




14.                               Copyrights.  Employee acknowledges that any documents,

drawings, computer software or other work of authorship prepared by Employee

within the scope of his/her employment is a “work made for hire” under U.S.

copyright laws and that, accordingly, August Technology exclusively owns all

copyright rights in such works of authorship. 

For purposes of this paragraph, “scope of employment” means that the

work of authorship (a) relates to any subject matter pertaining to his/her

employment, (b) relates to or is directly or indirectly connected with the

existing or reasonably foreseeable business, products, projects or confidential

information of August Technology or any subsidiary, or (c) involves the use of

any time, material or facility of August Technology or any subsidiary.




 




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15.                               Return

of Property.  Employee shall,

immediately upon his/her involuntary or voluntary resignation or termination

from employment for any reason, deliver to August Technology all documents and

other items, whether on computer disc or tape or otherwise, including all

copies thereof, belonging to August Technology or any subsidiary or in any way

related to the business of August Technology or any subsidiary or the services

Employee performed for August Technology or any subsidiary, including but not

limited to any documents or items containing trade secret, proprietary, or

confidential information, documents in any way relating to any inventions or

copyrights, client or customer information, information relating to August

Technology’s or any subsidiary’s processes or procedures and any other

materials or documents of any sort relating to August Technology or any

subsidiary.  Employee shall not retain

any copies or summaries of any kind of documents and materials covered by this

Paragraph 15.




 




16.                               Remedy

upon Violation.  Employee and

August Technology agree that a breach or threatened breach of Paragraphs 10,

11, 12, 14 or 15 would cause irreparable harm to August Technology and/or its

subsidiaries, and that monetary damages alone would not be an adequate

remedy.  Employee agrees that August

Technology and any subsidiary shall be entitled, in addition to any other

remedy it may have at law or in equity, to an injunction, without the posting

of a bond if allowed by applicable law or with the posting of a minimal bond if

required, enjoining or restraining Employee from any violation or violations or

threatened violation or violations of Paragraphs 10, 11, 12, 14 and 15, and/or

for specific performance of duties and obligations under such paragraphs, and

Employee hereby consents to the issuance of such injunction.  If any rights or restrictions contained in

Paragraphs 10, 11, 12, 14 and 15 shall be deemed to be unenforceable by reason

of the extent, duration or geographic scope, or other provision thereof, the

parties contemplate that the Court shall reduce such extent, duration or

geographic scope or other provision and enforce Paragraphs 10, 11, 12, 14 and

15 in their reduced form for all purposes in the manner contemplated by such

Paragraphs.




 




17.                               Other

Agreements.  By

Employee’s signature to this Agreement, Employee warrants that he/she is not

subject to any employment, noncompetition, confidentiality, inventions or other

obligations or agreements which would prevent or restrict the Employee in any

way from accepting employment with August Technology and fully performing

his/her duties and responsibilities as described in this Agreement.  Employee, by his/her signature to this

Agreement, further warrants that he/she has not taken and will not take any

trade secret, proprietary or confidential information of any former employer,

and will not use or disclose any such information to anyone in the performance

of duties and responsibilities under this Agreement.




 




18.                               Successors

and Assigns.  This Agreement

shall inure to the benefit of and be binding upon the successors and assigns of

August Technology.




 




19.                               Notices.  All notices and other communications to be

given under this Agreement shall be in writing and shall be deemed to be given

when delivered personally, or when mailed by registered or certified mail,

addressed to the party to whom such notice is intended to be given, at the last

known address for that party or at such other address as the party may specify

by written notice.




 




(a)                                  In

the case of August Technology, the notice shall be provided to:




 




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General Counsel




August Technology

Corporation




4900 West 78th

Street




Bloomington, MN 55435




 




(b)                                 In

the case of Employee, the notice shall be provided to:




 




Stanley Piekos




4 Morning Glory Circle




Westford, MA 01886




 




Either party may, by written notice hereunder,

designate a change of address.  Any

notice, if mailed properly addressed, postage prepaid, registered or certified

mail, shall be deemed dispatched on the registered date or that stamped on the

certified mail receipt, and shall be deemed received within the fifth business

day thereafter, or when it is actually received, whichever is sooner.




 




20.                               Survival

of Provisions.  Employee

acknowledges and agrees that the restrictions and obligations set forth in

Paragraphs 10, 11, 12, 13, 14, 15 and 16 of this Agreement are reasonable,

shall survive his/her resignation from or the termination of his/her

employment, and shall apply to him/her whether his/her resignation or

termination from employment is voluntary or involuntary and regardless of the

reason for such resignation or termination.




 




21.                               Nonwaivers.  No failure on the part of either party to

exercise, and no delay in exercising, any right or remedy hereunder shall

operate as a waiver thereof, nor shall any single or partial exercise of any

right or remedy hereunder preclude any other or further exercise thereof or the

exercise of any right or remedy granted hereby or by any related document or by

law.




 




22.                               Governing

Law.  This Agreement shall be

construed and interpreted according to the laws of the State of Minnesota,

without reference to its conflict of laws provisions.




 




23.                               Paragraph

Headings.  Paragraph headings

are included in this Agreement for convenience of reference only, and are not

intended to be full or accurate descriptions of the contents hereof.




 




24.                               Counterparts.

 This Agreement may be executed in

two (2) or more counterparts, each of which shall be deemed an original, but

all of which shall constitute one (1) and the same instrument.




 




25.                               Entire

Agreement.  This Agreement

states the entire Agreement of the parties on the subjects set forth herein,

and merges and supersedes all prior agreements and understandings between the

parties.  No modification, termination,

or attempted waiver of any provision of this Agreement will be valid unless it

is made in writing and signed by the party against whom the same is sought to

be enforced, and is specifically identified as a modification, termination,

release, waiver or discharge of this Agreement.  If any term, clause or provision of this Agreement shall for any

reason be adjudged invalid, unenforceable or void, the same shall not impair or

invalidate any of the




 




10





























 




other provisions

contained herein, all of which shall be performed in accordance with their

respective terms.




 




	

   


  	

  AUGUST

  TECHNOLOGY CORPORATION


  
	

   


  	

   


  
	

   


  	

   


  
	

  Dated:  April 7, 2003


  	

  By


  	

  /s/ Jeff L. O’Dell


  	

   


  
	

   


  	

  Its  


  	

  Chief Executive Officer


  
	

   


  	

   


  
	

   


  	

   


  
	

  Dated:  April 7, 2003


  	

  By


  	

  /s/ Stanley Piekos


  	

   


  
	

   


  	

   


  	

  Employee


  
						





 




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EXHIBIT A




 




	

  Employee’s Name


  	

  =


  	

  Stanley Piekos


  
	

   


  	

   


  	

   


  
	

  Employee’s Title


  	

  =


  	

  Chief Financial Officer


  
	

   


  	

   


  	

   


  
	

  Manager


  	

  =


  	

  Chief Executive Officer


  
	

   


  	

   


  	

   


  
	

  Base Salary


  	

  =


  	

  $197,500


  
	

   


  	

   


  	

   


  
	

  Severance Period


  	

  =


  	

  twelve (12) months


  
	

   


  	

   


  	

   


  
	

  Change In Control

  Severance Period


  	

  =


  	

  eighteen (18) months


  
	

   


  	

   


  	

   


  
	

  Exempted Inventions


  	

  =


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Initials of approval:


  	

  AUGUST TECHNOLOGY CORP.


  	

   JLO 


  
	

   


  	

   


  	

   


  
	

   


  	

  EMPLOYEE


  	

   SDP 


  
				





 




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ADDITIONAL:




 




Bonus = August Technology

Annual Incentive Plan (AIP)




 




Stock Options = 120,000




 




As an incentive for the

position offered, August Technology will propose to grant the following stock

options: 120,000 options to be vested in five (5) installments as follows –

24,000 options will become vested one (1) year from the grant date, an

additional 24,000 options will become vested two (2) years from the grant date,

an additional 24,000 options will become vested three (3) years from the grant

date, an additional 24,000 options will become vested four (4) years from the

grant date, an additional 24,000 options will become vested five (5) years from

the grant date.  All options are to be

granted at the closing NASDAQ price on the first day of hire.




 




Relocation = Relocation

benefits will be provided in accordance with the (draft) August Technology

Relocation Guidelines Matrix. 

Additional temporary lodging will be provided while the Westford, MA

home is being sold.  This additional

benefit will be reviewed at the end of 6 months and at a minimum quarterly,

thereafter.




 




	

  Initials of approval:


  	

  AUGUST TECHNOLOGY CORP.


  	

   JLO 


  
	

   


  	

   


  	

   


  
	

   


  	

  EMPLOYEE


  	

   SDP 


  
				





 




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