Exhibit 10.50


 


EMPLOYMENT AGREEMENT


 


                This
Employment Agreement (the “Agreement”) is entered into as of January 27, 2003,
by and among METRON TECHNOLOGY N.V., a limited liability company organized
under the laws of the Netherlands (“MTNV”), METRON TECHNOLOGY DISTRIBUTION
CORPORATION, a California corporation (“Employer”), and DOUGLAS J.
McCUTCHEON (“Executive”), a California resident.


 


RECITALS


 


Executive currently is
employed as Employer’s Interim Chief Financial Officer in the classification of
a temporary full-time employee;


 


Employer desires to employ
Executive as a regular full-time employee on the terms and conditions set forth
herein;


 


                Executive
desires to accept such regular full-time employment with Employer pursuant to
the terms and conditions of this Agreement; and


 


                MTNV
intends to confirm the appointment of Executive as a Managing Director A;


 


                NOW,
THEREFORE, in consideration of the mutual convenants and agreements
contained herein, the parties hereto agree as follows:


 


1.                                      EFFECTIVE TIME; EMPLOYMENT AND
SERVICE


 


1.1          Effective
Time.  This Agreement is to be
effective as of January 27, 2003 (the “Effective Time”) and shall continue in
effect until Executive’s employment terminates pursuant to the provisions of
Section 3 herein.


 


1.2           Employment
with Employer.  Employer
agrees that, as of the Effective Time, it will employ Executive as its Senior Vice
President and Chief Financial Officer or in such other capacity as
determined by Employer’s Officers to whom the Executive reports or Employer’s
Supervisory Board of Directors, as a regular full-time employee.  MTNV agrees that it has elected Executive as
a member of the Board of Directors of Employer.


 


1.3          Appointment
with MTNV.  In view of
Executive’s employment with Employer, and his intended appointment as a Class A
(or similar description) Managing Director by resolution of the General Meeting
of Shareholders of MTNV, the parties now wish to confirm the terms and
conditions of his service as a Managing Director as provided herein.  The term of Executive’s appointment as a
Managing Director of MTNV shall be determined by the General Meeting of
Shareholders of MTNV.  To the extent
permitted under Dutch corporate law, as Managing Director of MTNV, Executive
shall perform such duties and responsibilities as may be determined from time
to time by MTNV’s General Meeting of Shareholders or MTNV’s Supervisory Board
(the “MTNV Supervisory Board”), as the case may be.


 


1.4                          Executive’s
Responsibilities for Employer.  During the term of this Agreement, Executive shall have such
responsibilities as may be assigned to him by Employer’s Officers to whom the
Executive reports, or Employer’s Supervisory or Managing Board of
Directors.  Executive’s duties shall be
performed at Employer’s Burlingame, California office or at such other location
as Employer and Executive mutually agree; provided, however, that, in the
performance of his duties, Executive shall be 


 

















 


required to travel at such
times and to such places as Employer or MTNV may reasonably request from time to
time.


 


1.5           Exclusive
Services.  Executive
agrees to devote his full time, attention and energy to performing his duties
and responsibilities to Employer and MTNV. 
Executive further agrees that he will not engage in any business
activity in competition with Employer or MTNV nor make preparations to do so,
and agrees not to engage in any outside employment or consulting, other than as
already disclosed to Employer in writing, without written authorization from
MTNV’s Supervisory Board.  The
foregoing, however, shall not preclude Executive from engaging in the following
activities, provided that they do not unreasonably interfere or conflict with
Executive’s responsibilities to Employer and MTNV:  (1) engaging in appropriate civic, charitable or religious activities;
(2) devoting a reasonable amount of time to private investments; (3) serving on
the boards of directors of nonprofit entities; or (4) serving on the Board of
Directors of a for-profit entity with the prior written consent of Employer’s
Chief Executive Officer (“CEO”).


 


2.                                      COMPENSATION, BENEFITS AND
PERQUISITES


 


2.1  Base Salary.  During the period this Agreement is in
effect, Employer shall pay Executive an annual base salary of $225,000
less standard deductions and withholdings. 
MTNV, acting through the MTNV Supervisory Board or its Compensation
Committee, as the case may be, shall review Executive’s base salary at least
annually and may in its sole discretion increase (but not decrease, unless such
decrease is done on an equitable pro-rata basis for all of Employer’s
executives, including its CEO) such salary to reflect performance, appropriate
industry data and other factors. 
Employer and MTNV shall not be obligated to provide any such salary
increases, except that, if the
salaries of all Directors of the Managing Board is increased due to Employer’s
return to profitability and to compensate for the previous salary decrease of
ten percent (10%), Executive will be eligible for such one-time salary increase
at the same time and by the same percentage as the other Directors of the
Managing Board.  Salary levels generally
are reviewed on or about March 1 of each calendar year.  Executive will not be eligible for consideration
of a salary increase during a general salary review cycle, should such review
cycle occur within six (6) months following the Effective Time.


 


2.2             Bonuses.


 


(a)         Executive shall
be entitled to participate in the annual incentive compensation plans for
MTNV’s senior management pursuant to the terms of these plans.  Generally, any such compensation shall be
paid out of a pool funded by a percentage of the annual pretax income of MTNV
calculated before income taxes and performance incentive compensation.  MTNV shall have the sole discretion to
change or eliminate its annual incentive compensation plans, to determine the
amount placed into the pool, to determine whether Executive is entitled to any
compensation under these plans, and to determine the amount of any such
compensation.


 


(b)         In addition,
any compensation pursuant to Section 2.2(a) shall be considered earned as of
the last day of Employer’s fiscal year provided that Executive has remained
employed on a full-time basis by Employer through that date.  Notwithstanding the foregoing, if Executive
is terminated without Cause (as defined in Section 3.4(a) herein), or resigns
for Good Reason (as defined in Section 3.4(b) herein) during the term of this
Agreement, for the fiscal year in which his employment terminates, Employer
shall pay Executive the bonus to which he would otherwise have been entitled
had he been employed as of the last day of such fiscal year multiplied by a
fraction, the numerator of which is the number of days elapsed in the fiscal
year up to and including the date of his termination of employment, and the denominator
of which is 365.


 


(c)         In the event of
Executive’s death or Disability (as such term is defined in Section 3.4(c)
herein) during the term of this Agreement, for the fiscal year in which his
death or Disability occurs, Employer 


 


 

















 


shall pay Executive’s estate
(in the event of Executive’s death) or the Executive (in case of his
Disability) the bonus to which he would otherwise have been entitled had he
been employed as of the last day of such fiscal year multiplied by a fraction,
the numerator of which is the number of days elapsed in the fiscal year up to
and including the date of his death, or, in the case of Disability, the last
day of active employment, and the denominator of which is 365.


 


(d)         If Executive is
awarded any such compensation, it will be paid in one lump sum as soon as
practicable after the annual audit of Employer’s financial statements are
complete and Employer has completed the necessary calculations of the amounts,
if any, which are due.  Any such
compensation shall be subject to standard withholdings.


 


2.3  Stock Option Grants.  Employer agrees to recommend to the Stock
Option Committee that Executive be granted a non-qualified stock option to
purchase one hundred thousand (100,000) shares of MTNV’s common stock.  In addition, Employer agrees to recommend to
the Stock Option Committee that Executive be granted a stock option in June
2003 to purchase an additional fifty thousand (50,000) shares of MTNV’s common
stock.  If granted, the June 2003 option
grant will qualify as incentive stock options (“ISOs”) to the extent ISO grants
are available, subject to applicable legal limitations.  Any granted options will be governed by the
terms of the applicable stock option plan and stock option agreements, which
stock option agreements will specify a per share purchase price equal to the
closing market price of the stock on the business day prior to grant and a
four-year vesting period contingent upon Executive’s continuous service to
Employer.


 


2.4  Vacations.  Executive shall accrue three
weeks of annual vacation with full pay in accordance with the policies
applicable to executive employees of Employer who are located in the United
States.  Executive may accrue up to a
maximum of 30 days vacation, at which point further accrual stops until accrued
vacation is used, unless otherwise agreed to in writing between Executive and
Employer.


 


2.5  Employee
Benefits.  Executive
shall be entitled to participate in Employer’s benefits and perquisites in
accordance with Employer’s policies and the terms, conditions and limitations
of Employer’s benefit plans which it now or in the future makes generally
available to all of its executives. 
Executive shall pay any contributions which are generally required of
its executives to receive any such benefits. 
Such perquisites may include, but are not necessarily limited to, use of
and reimbursement for cellular/car phone, professional organizational dues and
professional developmental seminars.  It
is anticipated that the MTNV Supervisory Board will annually review Executive’s
benefits package and may, in its discretion, increase (but not decrease unless
such decrease is done on an equitable pro rata basis for Employer’s executives
including its CEO) such perquisites.


 


2.6  Expenses.  During the term of his employment
hereunder, Executive shall be entitled to receive prompt reimbursement from
Employer or MTNV (in accordance with their policies and procedures for
executive employees and on submission of written documentation of such expenses
suitable to Employer or MTNV) for all reasonable travel and other expenses
incurred by Executive in connection with his services hereunder.


 

















 


2.7. Indemnification.


 


                (a)           Except to the extent modified below
in Section 2.7(b), Employer, with regard to Executive’s performance of services
on behalf of Employer as an employee, officer, director, or agent, and MTNV as
an employee, officer, director, or agent, with regard to Executive’s
performance of services on behalf of MTNV, agree, to the extent authorized or
permitted by MTNV’s charter documents and applicable law, to fully indemnify
Executive and to hold him harmless from and against all claims, damages,
judgments, losses, liabilities, fees and expenses incurred by him or threatened
against him in connection with his performance of services hereunder and to
make advances to him for the payment of legal fees, witness fees, expenses and
costs related thereto.  MTNV and
Employer also agree to pay any damages, judgments, fines and amounts paid in
settlement and any other amounts that Executive becomes legally obligated to
pay because of any claim or claims made against or by Executive in connection
with any threatened, pending or completed action, suit or proceeding to which
Employee is entitled to indemnification pursuant to the terms of this Section
2.7(a), provided, however, Employee shall not settle any such proceeding
without the express written consent of the Supervisory Board of MTNV.  MTNV and Employer agree to use their best
efforts to include Executive in the coverage of any errors and omissions and/or
directors and officers insurance policies, if any, obtained by MTNV or Employer
for officers and directors of MTNV and Employer, respectively.


 


                (b)           The indemnification provisions of
Section 2.7(a) shall not apply with respect to the obligations of MTNV or
Employer to indemnify Executive in the following events:


 


•                  To the extent that Executive
is indemnified pursuant to any insurance purchased and maintained by or on
behalf of MTNV and/or Employer pursuant to the provisions of Section 2.7(a) of
this Agreement and any resulting obligations are actually paid on behalf of or
reimbursed to Executive pursuant to such insurance;


 


•                  On account of Executive’s
acts or omissions that involve intentional misconduct or would constitute Cause
under Section 3.4(a) herein;


 


•                  On account of violations of
the provisions of Section 4 of this Agreement;


 


•                  On account of acts or
omissions of Executive that Executive believed or reasonably should have known
at the time of the act or omission to be contrary to the best interests of MTNV
and Employer or its shareholders or that involve the absence of good faith on
the part of Executive;


 


•                  With respect to any
transaction from which Executive derived an improper personal benefit;


 


•                  On account of acts or
omissions that show a reckless disregard by Executive for his duties to MTNV or
Employer or their shareholders in circumstances in which Executive was aware,
or should have been aware, in the ordinary course of performing an officer’s
duties, of a risk of serious injury to MTNV, Employer or their shareholders;


 


•                  On account of acts or
omissions that constitute an unexcused pattern of inattention that amounts to
an abdication of Executive’s duties to MTNV, Employer or their shareholders;


 


•                  On account of acts or
omissions that constitute a violation of Section 16 of the Securities and
Exchange Act of 1934; or


•                  If indemnification is
unlawful.


 


(c)           Continuation
of Indemnity.  MTNV’s and
Employer’s indemnity obligations contained herein shall continue during the
period Employee is a director, officer, employee or other agent of MTNV 


 


 

















 


or the Employer, respectively (or is or was
serving at the request of MTNV or the Employer, respectively (or is or was
serving at the request of MTNV or Employer as a director, officer, employee or
other agent of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise)) and shall survive the termination of
Executive’s employment with Employer and continue thereafter so long as Executive
shall be subject to any possible claim or threatened, pending or completed
action, suit or proceeding, by reason of the fact that Executive was serving in
the capacity referred to herein and to the extent he would otherwise be
entitled to indemnification pursuant to Section 2.7(a).


 


(d)           Expenses.  Upon request, MTNV or Employer may advance,
prior to the final disposition of any proceeding covered by this Section 2.7
(excluding any proceedings instituted by Executive or Employer under Sections
5.9 and 5.10 herein), such advance not to be unreasonably withheld or delayed,
all reasonable expenses incurred by Executive in connection with such
proceeding upon receipt of an undertaking by or on behalf of Executive to repay
said amounts if it shall be determined ultimately that Executive is not
entitled to be indemnified under the provisions of this Agreement, applicable
law, MTNV’s Articles of Association or Employer’s Charter Documents, or
otherwise.


 


3.             TERMINATION
OF EXECUTIVE’S EMPLOYMENT


 


3.1          Termination
of Employment.  Executive’s
employment by Employer under this Agreement is at-will and may be terminated by
Employer or Executive at any time, with or without Cause.  Executive’s appointment as a Managing
Director of MTNV may be terminated by the General Meeting of Shareholders of
MTNV as permitted by the Articles of Association of MTNV and Netherlands
law.  Executive agrees to give ninety
(90) days’ written notice if he intends to resign without Good Reason.


 


3.2          Severance
Benefits Upon Termination By Employer Without Cause, Upon Resignation By
Executive for Good Reason or Disability.  If this Agreement is:  (1)
terminated by Employer without Cause; or (2) terminated by the Executive for
Good Reason; or (3) terminated by Employer as a result of Executive’s Disability;
and if Executive first provides the Company with a signed and effective general
release of all known and unknown claims, a form of which is set forth in
Exhibit A (or in any other form required by Employer or MTNV), Employer shall
provide Executive with the following severance benefits only:


 


                (a)           Continuation of Executive’s final
base salary for a period of twelve (12) months after Executive’s termination
date.  These payments will be made on
the Company’s standard payroll dates and will be subject to required deductions
and withholdings.  To the extent, if
any, Executive receives disability insurance benefits during this salary
continuation period, Executive agrees to tender such payments to Employer;


 


                (b)           To the extent permitted by
federal COBRA law and by Employer’s current group health insurance policies,
Executive will be eligible to continue his health insurance benefits after his
employment terminates.  Provided that
Executive timely elects continued coverage under COBRA, Employer will pay the
cost of continuing such benefits for a period of twelve (12) months after
Executive’s termination date.  Should
Executive become eligible for such health care benefits through another
employer, any such payments under this provision shall immediately cease.  Executive agrees to notify Employer
immediately if he becomes eligible for such benefits; and


 


                (c)           Executive also shall be entitled to
receive the pro-rata bonus as specified in Sections 2.2(b) and 2.2(c) herein,
as applicable.


 


3.3          No
Severance Benefits If Terminated By Employer For Cause, Upon Resignation By
Employee Without Good Reason, Or Upon Death.  If Executive’s employment is terminated for Cause by Employer, or
if Executive resigns without Good Reason, or if this Agreement is terminated by
Executive’s death, Executive shall not be entitled to receive any severance
benefits whatsoever, provided, 


 

















 


however, that in the event of Employee’s
death, his estate shall be entitled to the pro-rata bonus as specified in
Section 2.2(c) herein.


 


3.4       Definitions.


 


(a)           Definition
of “Cause.”  For
purposes of this Section 3, “Cause” shall mean the following:  (i) Indictment or conviction of, or a plea
of nolo contendere to, any felony or any misdemeanor involving moral turpitude;
(ii) commission of an act of fraud, theft or embezzlement of property of MTNV
or any of its subsidiaries or commission of similar acts involving dishonesty
or moral turpitude that are materially injurious to MTNV or any of its
subsidiaries; (iii) Executive’s failure to devote substantially all of his
working time and efforts during normal business hours to the business of MTNV
and its subsidiaries except as otherwise permitted by this Agreement, or
Executive’s failure to comply with the covenants contained in Sections 4.1 or
4.2 of this Agreement; (iv) knowingly providing materially misleading
information concerning MTNV or any of its subsidiaries to MTNV, the MTNV
Managing Board or Supervisory Board, its General Meeting of Shareholders, any
shareholder holding 10% or more of MTNV stock, any governmental body or
regulatory agency or to any lender or other financing source or proposed
financing source of MTNV or its subsidiaries; or (v) any other failure by
Executive to substantially perform his material duties as an employee of Employer
under this Agreement or as a Managing Director of MTNV (excluding
nonperformance resulting from Executive’s Disability) which failure is not
cured within thirty (30) days after written notice from the MTNV Supervisory or
Managing Board, in the case of Executive’s duties to MTNV, or from the
Employer, in the case of Executive’s duties to Employer, specifying the act(s)
of nonperformance or within such longer period (but no longer than sixty (60)
days in any event) as is reasonably required to cure such nonperformance.


 


                (b)           Definition
of “Good Reason.”  “Good Reason” shall mean:  (i) a
material change in the responsibilities, authority, title or office of
Executive resulting in the substantial diminution of his position; (ii) except
for decreases made on an equitable pro rata basis for Employer’s executives
located in the United States, a diminution in Employee’s annual base salary
below the amount stated in Section 2.1 or as same may be increased from time to
time; (iii) except for changes made on an equitable pro rata basis for
Employer’s executives located in the United States, the failure by Employer to
continue to provide Executive with benefits substantially similar to those
enjoyed by executives of Employer located in the United States; (iv) Employer’s
requiring of Executive to be based anywhere other than a location which is
within a 75-mile radius of the Company’s existing office in Burlingame,
California; or (v) any other material breach by Employer of this Agreement;
excluding for all of these purposes an isolated, insubstantial or inadvertent
action not taken in bad faith which is remedied by Employer promptly after
notice thereof is given by Executive.


 


(c)         Definition of “Disability.”  “Disability” shall have the same meaning
provided in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended,
except for that section’s reference to “12 months,” which time period shall
instead be ninety (90) days.


 


3.5          Merger,
Transfer of Assets or Dissolution.  This Agreement shall not be terminated by a voluntary or
involuntary dissolution of Employer or MTNV, or the transfer of all or
substantially all the stock or assets of Employer or MTNV, or the merger of
Employer or MTNV with or into another entity.


 


4.              CONFIDENTIALITY AND TRADE SECRETS


 


4.1          Proprietary
Information and Inventions Agreement.  Executive agrees to abide by all of Employer’s policies and
procedures and further agrees to continue to abide by the terms of the Employee
Proprietary Information and Inventions Agreement signed by Executive on January
1, 2003, a copy of which is attached hereto as Exhibit B.


 

















 


4.2          Nonsolicitation
Obligations.  Executive
agrees that during his employment and for two (2) years following the
termination of his employment, he will not, either directly or through others,
solicit, attempt to solicit, or induce any employee, consultant or independent
contractor of Employer or MTNV to terminate his or her relationship with these
entities in order to become an employee, consultant or independent contractor
to or for any other person or business entity. 
Executive also agrees that in order to protect MTNV and Employer’s
confidential and proprietary information, for two (2) years following the
termination of his employment, he will not, either directly or through others,
render services to, contract with, or attempt to solicit business from any
principal, customer or prospective customer of Employer or MTNV for products or
services offered by Employer or MTNV at the time of Executive’s termination of
employment.


 


4.3          Scope of
Restrictions.  If the
scope of the restrictions in this section are determined by a court of
competent jurisdiction to be too broad to permit enforcement of such
restrictions to their full extent, then such restrictions shall be construed or
rewritten (“Blue-lined”) so as to be enforceable to the maximum extent
permitted by law, and Executive hereby consents, to the extent he may lawfully
do so, to the judicial modification of the scope of such restrictions in any
proceeding brought to enforce them.


 


5.              MISCELLANEOUS


 


5.1          Amendment. 
This Agreement may be amended only in writing signed by each of the
parties.


 


5.2          Entire
Agreement.  This
Agreement, including its attachments, contains the entire agreement between the
parties with respect to its subject matter and supersedes all prior agreements
and understandings, oral or written, between the parties, including but not
limited to the offer letter agreement between Executive and Employer dated
January 1, 2003 and the consulting agreement between Executive and Employer
dated September 20, 2002 (the “Consulting Agreement”).  Executive further agrees that he has not
earned and will not be eligible to receive any bonus payments under the
Consulting Agreement.


 


5.3          No
Assignment by Executive. 
Executive acknowledges that the services to be rendered by him are
unique and personal.  Accordingly,
Executive may not delegate or assign any of his obligations under this
Agreement.


 


5.4          Successors
and Assigns.  Subject to
Section 5.3, the provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto, any successor to or assign of Employer or
MTNV, and upon Executive’s heirs and the personal representative of Executive
or Executive’s estate.


 


5.5          Notices.  Any notice or other communication required
or permitted hereunder shall be sufficient if given in writing, (i) by
hand-delivery, (ii) by express courier, (iii) by first class mail, certified or
registered with return receipt requested or (iv) by facsimile transmission with
written confirmation sent the same day by first class mail, certified or
registered with return receipt requested, which shall be addressed as follows
(or to such other address as a party may specify by notice duly given in
accordance with this Section 5.5):


 


 


If to Employer:


 


	
  Metron Technology
  Distribution Corporation

  
	
  1350 Old Bayshore Highway,
  Suite 210

  
	
  Burlingame,
  California  94010

  
	
  Telephone:  (650) 401-4600

  
	
  Facsimile:  (650) 373-1135

  
	
  Attention:  Edward Segal, Chairman and Chief Executive
  Officer

  



 


 

















 


 


                If
to MTNV:


 


	
  Metron Technology N.V.

  	
   

  	
   

  
	
  c/o Mr. Joel Elftmann,
  Chairman, Supervisory Board of Directors

  	
   

  	
   

  
	
  6963 Kenmare Drive

  	
   

  	
   

  
	
  Bloomington,
  Minnesota   55438

  



 


 


 


                If
to Executive:


 


	
  Mr. Douglas J. McCutcheon

  	
   

  	
   

  
	
  1335 Elsona Drive

  	
   

  	
   

  
	
  Sunnyvale, California    94087

  



 


 


Any notice so sent shall be deemed
effectively made on the day of actual delivery to the recipient (if by hand or
express courier), on the fifth business day following mailing (if by airmail)
or on the next business day following transmission (if by telefax with written
confirmation).


 


5.6          Waiver of
Breach.  Any waiver by either party of
compliance with any provision of this Agreement by the other party shall not
operate or be construed as a waiver of any other provision of this Agreement,
or of any subsequent breach by such party of a provision of this
Agreement.  No waiver by MTNV shall be
valid unless in writing and signed by the Chairman of the MTNV Supervisory
Board.


 


5.7          Severability.  If any one or more of the provisions (or
portions thereof) of this Agreement shall for any reason be held by a final
determination of a court of competent jurisdiction to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions (or portions of the provisions) of this
Agreement, and the invalid, illegal or unenforceable provisions shall be deemed
replaced by a provision that is valid, legal and enforceable and that comes
closest to expressing the intention of the parties hereto.


 


5.8          Governing
Law.  This Agreement shall be
interpreted and enforced in accordance with the laws of the State of
California, without giving effect to conflict of law principles.  Executive hereby expressly agrees that the
intention of the parties is that Executive will remain a resident of California
and will perform all or substantially all of his services as an employee of
Employer hereunder and as a Managing Director of MTNV in and from the United
States and not The Netherlands. 
Accordingly, the parties hereby expressly exclude application of
Netherlands law to this Agreement (unless provided otherwise herein), including
in particular but without limitation all Netherlands laws regarding employment,
termination of employment and employee benefits.  Executive hereby irrevocably consents to such exclusion and
waives any and all claims or causes of action that he might otherwise assert
against MTNV, its subsidiaries, officers, directors and shareholders based on,
or arising out of, any provision of Netherlands law.


 


5.9          Dispute
Resolution.  Unless
otherwise prohibited by law, all disputes, claims, and causes of action
(including but not limited to any claims of statutory discrimination of any
type), in law or equity, arising from or relating to this Agreement or its enforcement,
performance, breach, or interpretation, or to Executive’s employment with
Employer or service with MTNV, or the termination of that employment or
service, shall be resolved solely and exclusively by final, binding and
confidential arbitration through Judicial Arbitration & Mediation
Services/Endispute, Inc. (“JAMS”) under the then existing JAMS employment
arbitration rules.  Employer shall be
responsible for paying any and all fees and costs necessary to initiate such
arbitration proceedings, subject to final apportionment by the Arbitrator.  Executive understands and agrees that this
provision waives his right to a jury or court trial or to administrative
proceedings with respect to these claims. 
This arbitration shall be held in the San 


 

















 


 


Francisco Bay area.  Nothing in this section is intended to prevent either party from
obtaining injunctive relief in court to prevent irreparable harm pending the
conclusion of any such arbitration.


 


5.10        Attorneys’
Fees.  In the event of litigation or
arbitration between Executive and Employer arising under Section 5.9 herein,
the prevailing party shall be entitled to reimbursement from the non-prevailing
party for its reasonable attorneys’ fees and costs of suit to the fullest
extent permitted by law, in addition to such other relief as may be granted.


 


5.11        Headings.  The headings of articles and sections herein
are included solely for convenience and reference and shall not control the
meaning or interpretation of any of the provisions of this Agreement.


 


5.12        Counterparts.  This Agreement may be executed by either of
the parties hereto in counterparts, each of which shall be deemed to be an
original, but all such counterparts shall constitute a single instrument.


 


 












 








IN WITNESS WHEREOF, the parties have executed
this Agreement effective as of the date set forth above.


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  METRON TECHNOLOGY N.V.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Joel Elftmann

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Joel Elftmann

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chairman of the Supervisory Board

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  METRON TECHNOLOGY DISTRIBUTION
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ EDWARD D. SEGAL

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Edward D. Segal

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Chairman and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  /s/  DOUGLAS J. McCUTCHEON

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Douglas J. McCutcheon

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 












 








 


EXHIBIT A


 


RELEASE AGREEMENT


 


 


 


I
hereby hereby generally and completely release Metron Technology Distribution
Corporation (the “Company”), Metron Technology N.V. (“MTNV”), and its and their
directors, officers, employees, shareholders, partners, agents, attorneys,
predecessors, successors, parent and subsidiary entities, insurers, affiliates,
and assigns from any and all claims, liabilities and obligations, both known
and unknown, that arise out of or are in any way related to events, acts, conduct,
or omissions occurring at any time prior to and including the date I sign this
Release Agreement (“Release”).  This
general release includes, but is not limited to: (a) all claims arising out of
or in any way related to my employment with the Company or MTNV or the
termination of that employment; (b) all claims related to my compensation or
benefits from the Company or MTNV, including salary, bonuses, commissions,
vacation pay, expense reimbursements, severance pay, fringe benefits, stock,
stock options, or any other ownership interests in the Company or MTNV;
(c) all claims for breach of contract, wrongful termination, and breach of
the implied covenant of good faith and fair dealing; (d) all tort claims,
including claims for fraud, defamation, emotional distress, and discharge in
violation of public policy; and (e) all federal, state, and local statutory
claims, including claims for discrimination, harassment, retaliation,
attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964
(as amended), the federal Americans with Disabilities Act of 1990, the federal
Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the laws of
The Netherlands, and the California Fair Employment and Housing Act (as
amended).


 


                I acknowledge that I am knowingly and voluntarily
waiving and releasing any rights I may have under the ADEA, as amended.  I also acknowledge that the consideration
given for the waiver and release in the preceding paragraph hereof is in
addition to anything of value to which I was already entitled.  I further acknowledge that I have been
advised by this writing, as required by the ADEA, that:  (a) my waiver and release do not apply to any
rights or claims that may arise after the date I sign this Release; (b) I have
been advised hereby that I have the right to consult with an attorney prior to
signing this Release (although I may choose not to do so); (c) I have
twenty-one (21) days to consider this Release (although I may choose to
voluntarily sign it earlier); (d) I have seven (7) days following the date that
I sign this Release to revoke the Release by providing written notice of
revocation to the Company; and (e) this Release shall not be effective until
the date upon which the revocation period has expired, which shall be the
eighth day after the date that I sign this Release, provided that the Company
has also signed the Release by that date (“Effective Date”).


 


                In
giving this Release, which includes claims which may be unknown to me at
present, I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as folows: 
“A
general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known
by him must have materially affected his settlement with the debtor.”  I hereby hereby
expressly waive and relinquish all rights and benefits under that section and
any law or legal principle of similar effect in any jurisdiction with respect
to my release of claims herein, including but not limited to unknown and
unsuspected claims.


 


 


 


 


 


                The
parties hereto have caused this Release Agreement to be executed on the dates
set forth below.


 

















 


	
   

  
	
  METRON TECHNOLOGY
  DISTRIBUTION CORPORATION:

  
	
   

  
	
  By: 

  	
   

  
	
  Edward D. Segal

  
	
  Chairman and Chief Executive Officer

  
	
   

  
	
  Date: 

  	
   

  
	
   

  
	
  EXECUTIVE

  
	
   

  
	
   

  
	
  Douglas J. McCutcheon

  
	
   

  
	
  Date: 

  	
   

  
			



 


 












 








EXHIBIT B


 


EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT


 


Metron Technology Distribution Corporation


EMPLOYEE PROPRIETARY INFORMATION

AND INVENTIONS AGREEMENT


In consideration of my
employment or continued employment by Metron Technology
Distribution Corporation (the “Company”), and the compensation now and
hereafter paid to me, I hereby agree as follows:


1.             Nondisclosure.


1.1          Recognition
of Company’s Rights; Nondisclosure.  At all times during my employment and thereafter, I will hold in
strictest confidence and will not disclose, use, lecture upon or publish any of
the Company’s Proprietary Information (defined below), except as such
disclosure, use or publication may be required in connection with my work for
the Company, or unless an officer of the Company expressly authorizes such in
writing.  I will obtain Company’s
written approval before publishing or submitting for publication any material
(written, verbal, or otherwise) that relates to my work at Company and/or
incorporates any Proprietary Information. 
I hereby assign to the Company any rights I may have or acquire in such
Proprietary Information and recognize that all Proprietary Information shall be
the sole property of the Company and its assigns.


1.2          Proprietary
Information.  The term
“Proprietary
Information” shall mean any and all confidential and/or proprietary
knowledge, data or information of the Company. 
By way of illustration but not limitation, “Proprietary Information”
includes (a) trade secrets, inventions, mask works, ideas, processes, formulas,
source and object codes, data, programs, other works of authorship, know-how,
improvements, discoveries, developments, designs and techniques (hereinafter
collectively referred to as “Inventions”); and (b) information regarding
plans for research, development, new products, marketing and selling, business
plans, budgets and unpublished financial statements, licenses, prices and
costs, suppliers and customers; and (c) information regarding the skills and
compensation of other employees of the Company.  Notwithstanding the foregoing, it is understood that, at all
times, I am free to use information which is generally known in the trade or
industry, which is not gained as a result of a breach of this Agreement, and my
own skill, knowledge, know-how and experience to whatever extent and in
whichever way I wish.


1.3          Third Party Information.  I understand, in
addition, that the Company has received and in the future will receive from
third parties confidential or proprietary information (“Third Party Information”)
subject to a duty on the Company’s part to maintain the confidentiality of such
information and to use it only for certain limited purposes.  During the term of my employment and
thereafter, I will hold Third Party Information in the strictest confidence and
will not disclose to anyone (other than Company personnel who need to know such
information in connection with their work for the Company) or use, except in
connection with my work for the Company, Third Party Information unless
expressly authorized by an officer of the Company in writing.


1.4          No
Improper Use of Information of Prior Employers and Others.  During my employment by the Company I will
not improperly use or disclose any confidential information or trade secrets,
if any, of any former employer or any other person to whom I have an obligation
of confidentiality, and I will not bring onto the premises of the Company any
unpublished documents or any property belonging to any former employer or any
other person to whom I have an obligation of confidentiality unless consented
to in writing by that former employer or person.  I will use in the performance of my duties only information which
is generally known and used by persons with training and experience comparable
to my own, which is common knowledge in the industry or otherwise legally in
the public domain, or which is otherwise provided or developed by the Company.


2.             Assignment Of Inventions.


2.1          Proprietary
Rights.  The term “Proprietary
Rights” shall mean all trade secret, patent, copyright, mask work
and other intellectual property rights throughout the world.


2.2          Prior
Inventions. 
Inventions, if any, patented or unpatented, which I made prior to the
commencement of my employment with the Company are excluded from the scope of
this Agreement.  To preclude any
possible uncertainty, I have set forth on Exhibit B (Previous Inventions) attached
hereto a complete list of all Inventions that I have, alone or jointly with
others, conceived, developed or reduced to practice or caused to be conceived,
developed or reduced to practice prior to the commencement of my employment
with the Company, that I consider to be my property or the property of third
parties and that I wish to have excluded from the scope of this


 


1

















 


 


Agreement (collectively referred to as “Prior Inventions”).  If disclosure of any such Prior Invention
would cause me to violate any prior confidentiality agreement, I understand
that I am not to list such Prior Inventions in Exhibit B but am only to
disclose a cursory name for each such invention, a listing of the party(ies) to
whom it belongs and the fact that full disclosure as to such inventions has not
been made for that reason. A space is provided on Exhibit B for such
purpose.  If no such disclosure is
attached, I represent that there are no Prior Inventions.  If, in the course of my employment with the
Company, I incorporate a Prior Invention into a Company product, process or
machine, the Company is hereby granted and shall have a nonexclusive,
royalty-free, irrevocable, perpetual, worldwide license (with rights to
sublicense through multiple tiers of sublicensees) to make, have made, modify,
use and sell such Prior Invention. 
Notwithstanding the foregoing, I agree that I will not incorporate, or
permit to be incorporated, Prior Inventions in any Company Inventions without
the Company’s prior written consent.


 


2.3          Assignment
of Inventions. Subject to Sections 2.4, and 2.6, I hereby
assign and agree to assign in the future (when any such Inventions or
Proprietary Rights are first reduced to practice or first fixed in a tangible
medium, as applicable) to the Company all my right, title and interest in and
to any and all Inventions (and all Proprietary Rights with respect thereto)
whether or not patentable or registrable under copyright or similar statutes,
made or conceived or reduced to practice or learned by me, either alone or
jointly with others, during the period of my employment with the Company.  Inventions assigned to the Company, or to a
third party as directed by the Company pursuant to this Section 2, are
hereinafter referred to as “Company Inventions.”


2.4          Nonassignable
Inventions.  This
Agreement does not apply to an Invention which qualifies fully as a
nonassignable Invention under Section 2870 of the California Labor Code
(hereinafter “Section 2870”).  I have
reviewed the notification on Exhibit A (Limited Exclusion
Notification) and agree that my signature acknowledges receipt of the
notification.


2.5          Obligation
to Keep Company Informed. 
During the period of my employment and for six (6) months after
termination of my employment with the Company, I will promptly disclose to the
Company fully and in writing all Inventions authored, conceived or reduced to
practice by me, either alone or jointly with others.  In addition, I will promptly disclose to the Company all patent
applications filed by me or on my behalf within a year after termination of
employment.  At the time of each such
disclosure, I will advise the Company in writing of any Inventions that I
believe fully qualify for protection under Section 2870; and I will at that
time provide to the Company in writing all evidence necessary to substantiate
that belief.  The Company will keep in
confidence and will not use for any purpose or disclose to third parties
without my consent any confidential information disclosed in writing to the Company
pursuant to this Agreement relating to Inventions that qualify fully for
protection under the provisions of Section 2870.  I will preserve the confidentiality of any Invention that does
not fully qualify for protection under Section 2870.


2.6          Government
or Third Party.  I
also agree to assign all my right, title and interest in and to any particular
Company Invention to a third party, including without limitation the United
States, as directed by the Company.


2.7          Works
for Hire.  I
acknowledge that all original works of authorship which are made by me (solely
or jointly with others) within the scope of my employment and which are
protectable by copyright are “works made for hire,” pursuant to United States
Copyright Act (17 U.S.C., Section 101).


2.8          Enforcement
of Proprietary Rights. 
I will assist the Company in every proper way to obtain, and from time
to time enforce, United States and foreign Proprietary Rights relating to
Company Inventions in any and all countries. 
To that end I will execute, verify and deliver such documents and
perform such other acts (including appearances as a witness) as the Company may
reasonably request for use in applying for, obtaining, perfecting, evidencing,
sustaining and enforcing such Proprietary Rights and the assignment
thereof.  In addition, I will execute,
verify and deliver assignments of such Proprietary Rights to the Company or its
designee.  My obligation to assist the
Company with respect to Proprietary Rights relating to such Company Inventions
in any and all countries shall continue beyond the termination of my
employment, but the Company shall compensate me at a reasonable rate after my
termination for the time actually spent by me at the Company’s request on such
assistance.


In the event the Company is unable for any
reason, after reasonable effort, to secure my signature on any document needed
in connection with the actions specified in the preceding paragraph, I hereby
irrevocably designate and appoint the Company and its duly authorized officers
and agents as my agent and attorney in fact, which appointment is coupled with
an interest, to act for and in my behalf to execute, verify and file any such
documents and to do all other lawfully permitted acts to further the purposes
of the preceding paragraph with the same legal force and effect as if executed
by me.  I hereby waive and quitclaim to
the


 


2

















 


Company any and all claims, of any nature
whatsoever, which I now or may hereafter have for infringement of any
Proprietary Rights assigned hereunder to the Company.


3.             Records.  I
agree to keep and maintain adequate and current records (in the form of notes,
sketches, drawings and in any other form that may be required by the Company)
of all Proprietary Information developed by me and all Inventions made by me
during the period of my employment at the Company, which records shall be
available to and remain the sole property of the Company at all times.


4.             Additional Activities.  I agree that during the period of my employment by the Company I
will not, without the Company’s express written consent, engage in any
employment or business activity which is competitive with, or would otherwise
conflict with, my employment by the Company. 
I agree further that for the period of my employment by the Company and
for one (l) year after the date of termination of my employment by the Company
I will not, either directly or through others, solicit or attempt to solicit
any employee, independent contractor or consultant of the company to terminate
his or her relationship with the Company in order to become an employee,
consultant or independent contractor to or for any other person or entity.


5.             No Conflicting Obligation.  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 in confidence information acquired by me in confidence or in
trust prior to my employment by the Company. 
I have not entered into, and I agree I will not enter into, any
agreement either written or oral in conflict herewith.


6.             Return Of Company Documents.  When I leave the employ of the Company, I will deliver to the
Company any and all drawings, notes, memoranda, specifications, devices,
formulas, and documents, together with all copies thereof, and any other
material containing or disclosing any Company Inventions, Third Party
Information or Proprietary Information of the Company.  I further agree that any property situated
on the Company’s premises and owned by the Company, including disks and other
storage media, filing cabinets or other work areas, is subject to inspection by
Company personnel at any time with or without notice.  Prior to leaving, I will cooperate with the Company in completing
and signing the Company’s termination statement.


7.             Legal And Equitable Remedies.  Because my services are personal and unique and because I may
have access to and become acquainted with the Proprietary Information of the
Company, the Company shall have the right to enforce this Agreement and any of
its provisions by injunction, specific performance or other equitable relief,
without bond and without prejudice to any other rights and remedies that the
Company may have for a breach of this Agreement.


8.             Notices.  Any notices required or
permitted hereunder shall be given to the appropriate party at the address
specified below or at such other address as the party shall specify in
writing.  Such notice shall be deemed
given upon personal delivery to the appropriate address or if sent by certified
or registered mail, three (3) days after the date of mailing.


9.             Notification Of New Employer.  In the event that I leave the employ of the Company, I hereby
consent to the notification of my new employer of my rights and obligations
under this Agreement.


10.          General Provisions.


10.1        Governing
Law; Consent to Personal Jurisdiction.  This Agreement will be governed by and
construed according to the laws of the State of California, as such laws are
applied to agreements entered into and to be performed entirely within
California between California residents. 
I hereby expressly consent to the personal jurisdiction of the state and
federal courts located in Santa Clara County, California for any lawsuit filed
there against me by Company arising from or related to this Agreement.


10.2        Severability.  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.  If
moreover, 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, it shall be construed by limiting and reducing it,
so as to be enforceable to the extent compatible with the applicable law as it
shall then appear.


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


10.4        Survival.  The provisions of this Agreement shall
survive the termination of my employment and the assignment of this Agreement
by the Company to any successor in interest or other assignee.


 


3

















 


10.5        Employment.
I agree and understand that nothing in this Agreement shall confer any right
with respect to continuation of employment by the Company, nor shall it
interfere in any way with my right or the Company’s right to terminate my
employment at any time, with or without cause.


10.6        Waiver.
No waiver by the Company of any breach of this Agreement shall be a waiver of
any preceding or succeeding breach.  No
waiver by the Company of any right under this Agreement shall be construed as a
waiver of any other right.  The Company
shall not be required to give notice to enforce strict adherence to all terms
of this Agreement.


10.7        Entire
Agreement.  The
obligations pursuant to Sections 1 and 2 of this Agreement shall apply to any
time during which I was previously employed, or am in the future employed, by
the Company as a consultant if no other agreement governs nondisclosure and
assignment of inventions during such period. 
This Agreement is the final, complete and exclusive agreement of the
parties with respect to the subject matter hereof and supersedes and merges all
prior discussions between us.  No
modification of or amendment to this Agreement, nor any waiver of any rights
under this Agreement, will be effective unless in writing and signed by the
party to be charged.  Any subsequent
change or changes in my duties, salary or compensation will not affect the
validity or scope of this Agreement.


This Agreement shall be effective as of the
first day of my employment with the Company, namely:

January 1, 2003.


 


I have read this agreement carefully
and understand its terms.  I have
completely filled out Exhibit B to this agreement.


 


Dated: January 1, 2003


 


	
  /s/  DOUGLAS J. McCUTCHEON

  	
   

  
	
  (Signature)

  	
   

  
	
   

  	
   

  
	
  Douglas J. McCutcheon

  	
   

  
	
  (Printed Name)

  	
   

  
	
   

  	
   

  
	
  Accepted And Agreed To:

  	
   

  
	
   

  	
   

  
	
  Metron TEchnology Distribution
  corporation

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/  EDWARD D. SEGAL

  	
   

  
	
   

  	
   

  
	
  Title:

  	
  Edward D. Segal

  	
   

  
	
   

  	
   

  
	
  (Address)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated: February 12,
  2003

  	
   

  
				



 


4

















 


Exhibit A


 


LIMITED EXCLUSION NOTIFICATION


 


This Is To
Notify you in accordance with Section 2872 of the California Labor Code that
the foregoing Agreement between you and the Company does not require you to
assign or offer to assign to the Company any invention that you developed
entirely on your own time without using the Company’s equipment, supplies,
facilities or trade secret information except for those inventions that either:


 


1.             Relate at the time of
conception or reduction to practice of the invention to the Company’s business,
or actual or demonstrably anticipated research or development of the Company;
or


 


2.             Result from any work
performed by you for the Company.


 


To the extent a provision in
the foregoing Agreement purports to require you to assign an invention
otherwise excluded from the preceding paragraph, the provision is against the
public policy of this state and is unenforceable.


 


This limited exclusion does
not apply to any patent or invention covered by a contract between the Company
and the United States or any of its agencies requiring full title to such
patent or invention to be in the United States.


 


I Acknowledge Receipt of a copy of this
notification.


 


	
  By:  

  	
  /s/  DOUGLAS J. McCUTCHEON

  
	
  (Printed Name Of Employee)

  
	
   

  
	
  Date:

  	
  January 1, 2003

  
			



Witnessed
By:


 


	
    /s/  PEGGY ACKERBERG

  
	
  (Printed
  Name Of Representative)

  



 


A-1

















 


Exhibit B


 


TO:                         Metron
Technology Distribution Corporation


FROM:                  Douglas J.
McCutcheon


DATE:                    January 7,
2003


SUBJECT:            Previous
Inventions


1.             Except
as listed in Section 2 below, the following is a complete list of all
inventions or improvements relevant to the subject matter of my employment by
Metron Technology Distribution Corporation (the “Company”) that have been made
or conceived or first reduced to practice by me alone or jointly with others
prior to my engagement by the Company:


 


ý  No inventions or improvements.


 


o  See below:


	
   

  
	
   

  
	
   

  



 


o            Additional sheets attached.


 


2.             Due
to a prior confidentiality agreement, I cannot complete the disclosure under
Section 1 above with respect to inventions or improvements generally listed
below, the proprietary rights and duty of confidentiality with respect to which
I owe to the following party(ies):


 


	
   

  	
   

  	
  Invention or Improvement

  	
   

  	
  Party(ies)

  	
   

  	
  Relationship

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


o            Additional sheets attached.


 


B-1