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                                                                    Exhibit 10.2

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is made and entered into this 8th day of October, 1998,
by and between SPEEDFAM INTERNATIONAL, INC., an Illinois corporation
(hereinafter referred to as the "Company") and RICHARD J. FAUBERT (hereinafter
referred to as the "Executive").

                              W I T N E S S E T H:

         WHEREAS, the Company desires to retain the services of the Executive in
the capacities set forth herein, and the Executive desires to be employed by the
Company in such capacities;

         NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, the Company and the Executive hereby agree as follows:

                  1. Employment. The Company hereby employs the Executive and
         the Executive hereby accepts employment with the Company upon the terms
         and conditions hereinafter set forth and subject to the policies as
         published in the Company's Employee Handbook, Annual Incentive
         Compensation Plan, and the 1995 Stock Option Plan, each as from time to
         time amended.

                  2. Term. Subject to the provisions for extension hereinafter
         set forth in Section 3 and for earlier termination hereinafter set
         forth in Section 12 of this Agreement, the term of employment hereunder
         shall commence on the date hereof and end on May 31, 2000.

                  3. Automatic Extension. The term of employment of the
         Executive hereunder shall automatically continue for additional one (1)
         year terms upon the same terms and conditions contained herein (except
         for the guaranteed minimum incentive compensation bonus (Section 4.3),
         certain severance payments (Section 4.8), and grant of 300,000 stock
         options (Section 4.7), each of which apply solely to the initial term)
         unless either the Company or the Executive shall notify the other at
         least thirty (30) days prior to the expiration of the initial term or
         any renewal term of its or his intention to terminate this Agreement as
         of the end of its then current term.

                  4. Compensation. The Company agrees to provide the Executive
         with the following compensation for all services rendered under this
         Agreement:

                           4.1. Salary. During the term hereof, the Company
                  shall pay to the Executive a Base Annual Salary of FOUR
                  HUNDRED THOUSAND DOLLARS ($400,000.00), payable in accordance
                  with the standard payroll practices of the Company (including
                  any salary-reduction contributions to plans or programs
                  maintained by the Company). Further, the Base Annual Salary of
                  the Executive

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                  shall be reviewed annually by the Company and increased as
                  appropriate, although the amount may be decreased after the
                  first year, but only incident to, and consistent with (on a
                  percentage basis), a general reduction in base salaries of
                  Company's executives resulting from poor company performance.

                           4.2. Annual Incentive Opportunity. During the term of
                  this Agreement, the Executive shall participate in the annual
                  incentive plan maintained by the Company for its executives.
                  The Executive's annual bonus under the incentive compensation
                  plan shall be targeted at one hundred percent (100%) of the
                  Executive's Base Annual Salary (with a maximum bonus of two
                  hundred percent (200%) of the Executive's Base Annual Salary),
                  subject to satisfaction of annual milestones reasonably
                  established by the Compensation Committee of the Board of
                  Directors of the Company. Annual milestone objectives for the
                  years ending May 31, 1999, and May 31, 2000, shall be
                  established within ninety (90) days from the date hereof.

                           4.3. Minimum Incentive Bonus. Solely for the fiscal
                  year ending May 31, 1999 hereunder, the Company shall pay the
                  Executive a guaranteed bonus under the incentive plan in the
                  minimum amount of Two Hundred Fifty Thousand Dollars
                  ($250,000.00), payable upon the Company's fiscal year end of
                  May 31, 1999, it being agreed, however, that the 100% target
                  bonus for the fiscal year ending May 31, 1999, will be
                  Executive's relevant Base Annual Salary (an annualized figure
                  as defined), prorated for the period beginning with the period
                  of employment through May 31, 1999.

                           4.4. Long-term Incentive Opportunity. During the term
                  of this Agreement, the Executive shall participate in any
                  long-term incentive plan maintained by the Company, including,
                  but not limited to, stock options, performance shares,
                  restricted stock and long-term cash incentive plans, in a
                  manner consistent with other executives of the Company, as
                  reasonably determined by the Board of Directors of the
                  Company.

                           4.5. Relocation and Commuting Benefits. For a two
                  year period commencing with the execution of this Agreement,
                  while the Executive remains an employee of the Company and
                  commutes from Portland, Oregon, the Company shall lease in its
                  name for the benefit and control of the Executive, a
                  reasonably priced fully-furnished two bedroom apartment or two
                  bedroom condominium in the Phoenix, Arizona area (maximum
                  2,500 square feet). During this two year period, the Company
                  shall pay reasonable costs of coach class airline tickets for
                  weekly travel for the Executive or his wife between Portland,
                  Oregon and Phoenix, Arizona. Following this two year period,
                  the Executive shall be responsible for all further commuting
                  costs.


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                                    4.5.1 If the Executive elects to move to the
                           Phoenix area while employed by the Company, the
                           Company will pay all reasonable and ordinary costs of
                           relocating the Executive and his wife from Portland
                           to the Phoenix area, including without limitation,
                           moving costs, costs associated with selling the
                           Executive's house in Portland (including, without
                           limitation, real estate commissions), and reasonable
                           and ordinary costs (other than purchase price)
                           associated with purchasing a home in the Phoenix
                           area. The Company shall not be responsible for any
                           loss in equity incurred in the sale of the
                           Executive's Portland, Oregon residence.

                                    4.5.2 To the extent that any relocation or
                           commuting benefit paid hereunder is taxable to the
                           Executive, the Company shall pay to the Executive a
                           full gross-up (except to the extent such expenditures
                           by the Executive may be deducted on the Executive's
                           personal income tax return) so that the amounts paid
                           by the Company, net of the Executive's taxes, fully
                           cover the relevant expenses.

                           4.6. Other Benefits. To the extent that the Executive
                  is eligible under appropriate laws and regulations, the
                  Executive shall be entitled to participate in and receive
                  benefits under any and all pension, profit-sharing, health,
                  disability and insurance plans, if any, which the Company may
                  maintain. The Executive shall not receive automobile benefits
                  or allowances.

                           4.7. Equity Incentive. Subject to shareholder
                  approval to increase the number of authorized option shares,
                  which is contemplated at the annual shareholders meeting
                  scheduled for October 8, 1998, the Company shall grant the
                  Executive options to purchase 300,000 shares of common stock
                  of the Company. With respect to such options:

                                    4.7.1. The exercise price for such options
                           shall be the Company's per share market price at the
                           close of business on October 8, 1998. The options
                           will be non-qualified options, subject to all terms
                           and conditions of the Company's 1995 Stock Option
                           Plan. Except as set forth otherwise in the Stock
                           Option Plan and herein, the options granted hereunder
                           shall vest ratably (in 5 equal installments) and
                           annually as of the end of each of the next 5 fiscal
                           years ended May 31, with the first year's vesting to
                           occur on May 31, 1999. Subject to the Stock Option
                           Plan and this Agreement, vested options may be
                           exercised for ten years from the date of grant. In
                           the event of the death of the Executive, vested
                           options may be exercised for one year from the date
                           of death. In all other events, vested options must be
                           exercised within 90 days of termination. Subject to
                           the obligation of the Executive under the Company's
                           1995 Stock Plan for Employees and Directors to hold
                           shares resulting from the exercise of an option for
                           at least 6 months from the date the option was
                           acquired, the


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                           Company will cooperate in any same day exercise and
                           sale (or if same is not available, a cashless
                           exercise) associated with such options.

                                    4.7.2. Upon termination of the Executive's
                           employment, option vesting will cease; provided,
                           however, that if any termination severance payment is
                           due in connection therewith pursuant to Section 12.3,
                           the Executive will receive an additional one year of
                           vesting as of the date of termination. Payment of all
                           amounts and benefits hereunder and additional vesting
                           of stock shall be subject to compliance with the
                           provisions of this Agreement and specifically the
                           restrictive covenants set forth in Section 13 hereof.

                           4.8. Business Combination Severance Payment. If,
                  within six (6) months of the date hereof, the Company has not
                  closed a transaction to be merged with, acquire or be acquired
                  by another company of at least approximate comparable size to
                  the Company (based on annual sales), or if same is closed and
                  Executive is not appointed President and Chief Executive
                  Officer of the combined company, the Executive may terminate
                  his employment hereunder, or if same is closed and Executive's
                  employment as President and Chief Executive Officer is
                  terminated (other than for cause) within one (1) year of such
                  closing and except as otherwise provided in Section 12.2, then
                  the Company shall pay the Executive a lump sum cash severance
                  payment equal to two times his Base Annual Salary.

                  5. Duties. The Executive shall, subject to the right of the
         Board of the Company in its sole discretion to terminate Executive's
         employment pursuant to Section 12.3 and thereby terminate his officer
         position, serve as President and Chief Executive Officer of the
         Company. As such, the Executive's duties and responsibilities shall
         include, but shall not be limited to, overseeing all corporate
         functions and directing the Company so as to seek to obtain sales and
         profit goals and maximum return on invested capital. The Executive's
         duties shall include the facilitation and execution of any plan of
         merger, acquisition or other business combination involving the Company
         as the Board of Directors shall reasonably direct. Subject to the
         approval of the Board of the Company, the President/Chief Executive
         Officer is responsible for the formulation of current and long range
         plans and objectives, and represents the organization with its
         customers and the business and non-business communities. The Executive
         shall also be responsible for the performance of such other duties and
         responsibilities as may be prescribed from time to time by the Board of
         Directors of the Company. The Board of Directors of the Company shall
         nominate the Executive, subject to their fiduciary duty as directors,
         for election by the shareholders to the Board of Directors.

                  6. Extent of Service. The Executive shall devote the
         Executive's full business time, attention, and energies to the business
         of the Company and its Affiliates and shall not, during the term of
         this Agreement, be engaged in any other business activity, whether or
         not such activity is pursued for gain, profit, or other pecuniary
         advantage, unless written approval is first secured from the Board of
         Directors of the


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         Company, with such approval not unreasonably being withheld. The
         following exception is agreed upon in advance: continued membership on
         the Board of Directors of Radisys.

                    7. Working Facilities. The Executive shall be furnished with
         office space, furnishings, secretarial support and such other
         facilities and services which are reasonably necessary for the
         performance of the Executive's duties.

                    8. Expenses. The Company will reimburse the Executive for
         all reasonable business expenses which are incurred by the Executive in
         the promoting of the interests of the Company upon presentation by the
         Executive from time to time (at least monthly) of an itemized account
         of such expenses containing such detail as may reasonably be required
         by the Board of Directors of the Company. In addition, the Company
         shall indemnify the Executive as a officer, director and employee to
         the maximum extent permitted under law and the Company's corporate
         documents.

                    9. Vacation. The Executive shall be entitled to paid
         vacation in accordance with Company policy as set forth in the
         Company's Employee Handbook. All vacation time shall be taken by the
         Executive at such times as shall be mutually agreed upon by the
         Executive and the Board of Directors of the Company.

                   10. Disability. If, as a result of sickness or other
         disability, the Executive is not able to perform the Executive's
         duties, this Section 10 shall apply as follows:

                          10.1. For the first ninety (90) consecutive days of
                  sickness or other disability the Company shall continue to pay
                  the Executive full Base Annual Salary (reduced by any payments
                  from any short-term disability plan which may be maintained by
                  the Company), and shall continue to pay premiums on then
                  existing group life, health, disability and other insurance
                  plans with respect to which the Executive participates,
                  provided the Executive remains eligible to participate
                  thereunder.

                          10.2. If the disability or other sickness continues
                  past ninety (90) consecutive days, the Company, in its sole
                  discretion, may elect to place the Executive on Disability
                  Leave of Absence. During such period, the Company shall, for
                  the remainder of the contract term, or until the Executive
                  returns from such Disability Leave of Absence, continue to pay
                  premiums on then existing group life, health, disability and
                  other insurance plans with respect to which the Executive
                  participates, provided the Executive remains eligible to
                  participate thereunder. Further, the Company shall pay to the
                  Executive, two-thirds (2/3) of the Executive's Base Annual
                  Salary, reduced by any payments for which the Executive is
                  eligible from any disability insurance programs maintained by
                  the Company.


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                  11. Death. If the Executive dies during the term of this
         Agreement, the Company shall pay to the Executive's Beneficiary (or if
         there is no named Beneficiary, the estate of the Executive), the
         compensation as set forth in Section 4 of this Agreement, for the
         period up to the date of the Executive's death, and the Executive's
         annual incentive award prorated through the date of death, payable at
         fiscal year end if and to the same extent bonuses are paid for that
         fiscal year to other executives generally. In no event shall the
         Company be obligated to pay to any person any other compensation with
         respect to any period following the date of the Executive's death.

                  12. Termination of Employment.

                           12.1. Termination for Cause. The Company may
                  terminate the Executive's employment under this Section of the
                  Agreement for Cause. Cause shall be defined as:

                                    12.1.1. The Executive's Material Breach of
                           this Agreement based on the Executive's willful or
                           grossly negligent failure to perform his duties
                           hereunder, which breach is not cured within ten (10)
                           business days after written notice from the Company
                           specifying such breach has been delivered to the
                           Executive;

                                    12.1.2. Commission by the Executive of any
                           materially fraudulent or dishonest act in the
                           performance of the Executive's duties hereunder,
                           other than at the specific direction of the Board;
                           or,

                                    12.1.3. Arrest (unless the charges are
                           dropped within 45 days) for any felony or crime
                           involving moral turpitude. Executive agrees that
                           following any such arrest and during the subsequent
                           45 day period he may, at the direction of the Board
                           of Directors, be placed on unpaid leave of absence.

                                    12.1.4. Following a Termination for Cause,
                           the Company shall pay to the Executive the Base
                           Annual Salary provided in Section 4.1 accrued up to
                           the date of termination. In no event shall the
                           Company be obligated to pay any other compensation
                           with respect to any period before or after the date
                           of such termination.

                           12.2. Termination Following a Change of Control. If
                  in anticipation of and within 90 days of, or during a period
                  of one (1) year following, a Change of Control (as hereinafter
                  defined), the employment of the Executive is terminated by the
                  Company for any reason other than Cause, or if the Executive
                  is subject to Constructive Termination (as hereinafter
                  defined), benefits shall be payable under this Section 12.2.


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                                 12.2.1. The Executive shall receive all Base
                           Annual Salary accrued up to the date of termination
                           and, within thirty (30) days of termination, a single
                           payment equal to the sum of (i) two (2) times the sum
                           of the Executive's then current Base Annual Salary
                           and (ii) the Executive's pro-rated target annual
                           incentive award opportunity through date of
                           termination.

                                 12.2.2. All unvested stock options awarded to
                           the Executive pursuant to the Company's stock option
                           plans shall immediately vest in full to the
                           Executive; provided that such stock options shall be
                           exercisable only within ninety (90) days from such
                           vesting.

                          12.3. Other Termination at the Election of the
                  Company. Except as otherwise provided in Section 4.8, the
                  Company may elect to terminate the employment of the Executive
                  for any reason other than Cause or following a Change of
                  Control, or to not renew the term of the Agreement, upon
                  written notice to the Executive, accompanied by payment in a
                  lump sum (except pursuant to Sections 12.3.2 and 12.3.3) of:

                                    12.3.1. All compensation accrued up to the
                           date of termination; plus

                                 12.3.2. An amount equal to one (1) times the
                           Executive's Base Annual Salary of record on the date
                           of termination payable pro rata monthly over the one
                           year following termination; plus

                                 12.3.3. The Executive's target annual incentive
                           award, pro-rated through the date of termination and
                           payable at fiscal year end if and to the same extent
                           bonuses are paid for that fiscal year to other
                           executives generally.

                          12.4. Benefit Payments. Following the termination of
                  the Executive's employment for any reason, the Company shall
                  pay to the Executive, under the terms of the Company's benefit
                  plans, an amount equal to the vested benefits of the Executive
                  in any pension or other benefit plan as of the termination
                  date. If elected by the Executive, the Company shall, instead
                  of direct payment to the Employer, transfer such funds to such
                  other benefit plans as designated by the Executive.

                  13. Restrictive Covenants.

                          13.1. Executive understands that the Company's
                  business involves the design, improvement, development,
                  testing, manufacturing, marketing and sale of products, and
                  that this business requires substantial investments in capital
                  and substantial commitments of time and effort by the
                  Company's employees. The Executive further understands that,
                  as a result, certain of the Company's


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                  personnel, including the Executive, acquire information with
                  respect to customer goodwill, trade secrets and Confidential
                  Information (as hereinafter defined), which, of itself and
                  apart from the Executive's abilities, could be of great value
                  to a competitor of the Company, potential competitors of the
                  Company, and to others.

                          13.2. The Executive further understands that
                  employment with the Company is conditioned upon the Company's
                  being able to place complete trust and confidence in the
                  Executive and to rely on the Executive's doing everything
                  possible to avoid the disclosure or use of Confidential
                  Information to persons, corporations, organizations and others
                  outside the Company, which may become known to, or subject to
                  the control of the Executive during the term of employment
                  hereunder. The Executive also understands that competition in
                  the manufacture, sale, and development of products is not
                  local in nature or scope, but involves various corporations,
                  organizations and others located within the United States and
                  throughout the world.

                          13.3. In recognition of these circumstances and for
                  the purpose of inducing the Company to employ the Executive
                  (or continue the employment of the Executive with appropriate
                  compensation reviews) to repose trust and confidence in the
                  Executive, and to make Confidential Information available to
                  the Executive, the Executive agrees that the following
                  restrictive covenants are necessary and proper for the
                  protection of the Company.

                          13.4. Subject to Section 13.6 below, the Executive
                  will promptly disclose and assign to the Company, without the
                  right to any form of compensation therefore, every invention
                  that the Executive, individually or jointly with others,
                  during the term of the Executive's employment with the Company
                  and for a period of one (1) year following termination of such
                  employment for any reason, may discover, invent, conceive or
                  originate, relating in any way to the present or contemplated
                  scope of the Company's business with regard to any of its
                  clients, customers or vendors or to any Product (as
                  hereinafter defined), Technology (as hereinafter defined),
                  process, or device dealt in, used or under development or
                  manufacture by the Company for itself or others that results
                  from or may be suggested by any work the Executive may do for
                  the Company or at the Company's request and (in respect to the
                  period of one (1) year following termination of such
                  Executive) which involves Confidential Information. The
                  Executive will fully cooperate with the Company in applying
                  for and securing in the name of the Company or its designee
                  patents or copyrights with respect to said Inventions (as
                  hereinafter defined) in each country in which the Company may
                  desire to secure patent or copyright protection. The Executive
                  will promptly execute all proper documents presented to the
                  Executive for signature by the Company to enable the Company
                  or its designee to secure such patent or copyright protection
                  and to transfer


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                  legal title therein, together with any patents or copyrights
                  that may be issued thereon or in connection therewith, to the
                  Company or its designee. The Executive will give such true
                  information and testimony as may be requested of the Executive
                  by the Company relative to any of said Inventions.

                          13.5. Subject to Section 13.6 below, the Company shall
                  have the exclusive right to use in its business, and to make,
                  use and sell products, processes, and/or services arising out
                  of any Invention, whether or not patentable, which is
                  assignable by the Executive to the Company pursuant to Section
                  13.4 above.

                          13.6. The Executive is hereby notified that Sections
                  13.4 and 13.5 above do not apply to an Invention for which no
                  equipment, supplies, facility, technology, confidential
                  information, or trade secret information of the Company was
                  used and which was developed entirely on the Executive's own
                  time, unless:

                                    13.6.1. The Invention was related:

                                             13.6.1.1. To the business of the
                                    Company; or

                                             13.6.1.2. To the Company's actual
                                    or demonstrably anticipated research or
                                    development;

                                    or;

                                    13.6.2. The Invention results from any work
                           performed by the Executive for the Company.

                           13.7. The Executive agrees that all financial data,
                  customer lists, plans, contracts, agreements, literature,
                  manuals, catalogues, brochures, books, records, computer files
                  or applications, maps, correspondence, and other materials
                  furnished or made available to the Executive by the Company or
                  an Affiliate (as hereinafter defined), or any of its clients,
                  or created, prepared or secured through the efforts of the
                  Executive, relating to the business conducted by the Company
                  or an Affiliate, whether or not containing any Confidential
                  Information, are and shall remain the property of the Company,
                  and the Executive agrees to deliver all such materials,
                  including all copies thereof, to the Company upon termination
                  of the Executive's employment hereunder, or at any other time
                  at the Company's request.

                           13.8. Other than as expressly directed by the Company
                  and in the performance of duties to the Company or with the
                  expressed permission of the Company, the Executive shall
                  never, during or following the Executive's


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                  employment with the Company, directly or indirectly, sell,
                  use, disclose, lecture upon, or publish data of information
                  containing or relating to any Confidential Information or
                  Technology of the Company or its Affiliates or any Invention
                  assignable to the Company pursuant to the terms of Section
                  13.4 above.

                          13.9. During the term of the Executive's employment
                  with the Company and for a period of two (2) years after the
                  termination thereof, the Executive agrees that the Executive
                  will not:

                                    13.9.1. Own or have any interest in,
                           directly or indirectly, except through stock traded
                           on a national stock exchange where the Executive owns
                           less than one percent (1%) of the total issued and
                           outstanding shares of such stock, or act as an
                           officer, director, agent, employee, or consultant of,
                           or assist in any way or in any capacity, any person,
                           firm, association, partnership, corporation or other
                           entity which sells or provides products or services
                           in direct competition with the products or services
                           of the Company or its Affiliates anywhere within the
                           world where any Confidential Information acquired by
                           the Executive would reasonably be considered
                           advantageous to such other competing entity, or

                                 13.9.2. Directly or indirectly entice, induce
                           or in any manner influence any person who is, or
                           shall be, in the service of the Company or its
                           Affiliates to leave such service for the purpose of
                           engaging in business or being employed by or
                           associated with any person, firm, association,
                           partnership, corporation or other entity which sells
                           or provides products or services in competition with
                           the Company or its Affiliates anywhere in the world.

                  If any court shall finally hold that the time, territory or
                  any other provision of this Section 13.9 constitutes an
                  unreasonable restriction against the Executive, the Executive
                  agrees that the provisions hereof shall not be rendered null
                  and void, but shall apply as to such time, territory, and
                  other extent as such court may determine to be a reasonable
                  restriction under the circumstances involved.

                         13.10. The Executive understands that if there is a
                  breach by the Executive of any duty to the Company with
                  respect to any Confidential Information or Invention, the
                  Company may suffer irreparable injury and may not have
                  adequate remedy at law. As a result, the Executive agrees that
                  if a breach of this Agreement occurs, the Company may, in
                  addition to any other remedies available to it, bring an
                  action or actions for injunction, specific performance, or
                  both, and have entered into a temporary restraining order,
                  preliminary or permanent injunction, or other action
                  compelling specific performance.


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                  14. Definitions.

                           14.1. "Affiliate" means any entity in which the
                  Company, or any entity which owns, directly or indirectly, a
                  majority ownership interest in the Company, owns, directly or
                  indirectly, at least a twenty percent (20%) interest in such
                  entity.

                           14.2. "Base Annual Salary" means the annualized value
                  of the Executive's salary, based on the most recent pay
                  period.

                           14.3. "Board" means the Board of Directors of the
                  Company.

                           14.4. "Change in Duties" means:

                                    14.4.1. A significant reduction in the
                           nature or scope of the Executive's authority or
                           duties from those immediately prior to the date on
                           which a Change of Control occurs;

                                    14.4.2. A reduction in the Executive's Base
                           Annual Salary, other than as provided in Section 4.1;

                                    14.4.3. Exclusion from any incentive or
                           benefit program from which the Executive was
                           previously eligible, and which other executives with
                           comparable duties participate in; or

                                    14.4.4. A change in location of the
                           Executive's principal place of employment by more
                           than fifty (50) miles.

                           14.5. "Change of Control" shall be deemed to have
                  occurred upon:

                                    14.5.1. A business combination, including a
                           merger or consolidation, of the Company as a result
                           of which the shareholders of the Company prior to the
                           combination do not continue to own, directly or
                           indirectly, more than fifty-one percent (51%) of the
                           equity of the combined entity;

                                    14.5.2. A sale, transfer, or other
                           disposition in one or more transactions (other than
                           in transactions in the ordinary course of business or
                           in the nature of a financing) of the assets or
                           earning power aggregating more than forty-five
                           percent (45%) of the assets or operating revenues of
                           the Company to any person or affiliated or associated
                           group of persons (as defined by Rule 12b-2 of the
                           Exchange Act in effect as of the date hereof);

                                    14.5.3. The liquidation of the Company;


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                                    14.5.4. One or more transactions which
                           result in the acquisition by any person or associated
                           group of persons (other than the Company, any
                           Executive benefit plan whose beneficiaries are
                           Executives of the Company or any of its subsidiaries)
                           of the beneficial ownership (as defined in Rule 13d-3
                           of the Exchange Act, in effect as of the date hereof)
                           of forty percent (40%) or more of the Common Stock of
                           the Company or securities representing forty percent
                           (40%) or more of the combined voting power of the
                           voting securities of the Company, provided such
                           affiliated persons owned less than forty percent
                           (40%) prior to such transaction or transactions; or

                                    14.5.5. The election or appointment, within
                           a twelve (12) month period, of any person or
                           affiliated or associated group, or its or their
                           nominees, to the Board of Directors of the Company,
                           such that such persons or nominees, when elected or
                           appointed, constitute a majority of the Board of
                           Directors of the Company and whose appointment or
                           election was not approved by a majority of those
                           persons who were directors at the beginning of such
                           period or whose election or appointment was made at
                           the request of an Acquiring Person. An "Acquiring
                           Person" is any person who, or which, together with
                           all affiliates or associates of such person, is the
                           beneficial owner of twenty percent (20%) or more of
                           the Common Stock of the Company then outstanding,
                           except that an Acquiring Person does not include the
                           Company or any Executive benefit plan of the Company
                           or any of its subsidiaries or any person holding
                           Common Stock of the Company for or pursuant to such
                           plan. For the purpose of determining who is an
                           Acquiring Person, the percentage of the outstanding
                           shares of the Common Stock of which a person is a
                           beneficial owner shall be calculated in accordance
                           with Rule 13d-e of the Exchange Act.

                           14.6. "Code" means the Internal Revenue Code of 1986,
                  as from time to time amended.

                           14.7. "Company" means SpeedFam International, Inc.,
                  an Illinois corporation.

                           14.8. "Confidential Information" means any and all
                  Technology and/or information which:

                                    14.8.1. Is provided to the Executive by the
                           Company;

                                    14.8.2. Is created, developed, or otherwise
                           generated by or on behalf of the Company;


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<PAGE>   13

                                    14.8.3. Concerns or relates to any aspect of
                           the Company's business; or

                                    14.8.4. Is, for any reason, identified by
                           the Company as confidential.

                                    14.8.5. Notwithstanding the foregoing
                           provisions of this Section 14.8, Confidential
                           Information shall not include such information which
                           the Executive can show, clearly and convincingly:

                                    14.8.5.1. Is publicly and openly known and
                                    in the public domain;

                                    14.8.5.2. Becomes publicly and openly known
                                    and in the public domain through no fault of
                                    the Executive; or

                                    14.8.5.3. Is in the Executive's possession
                                    and documented prior to this Agreement,
                                    lawfully obtained from a source other than
                                    from the Company, and not subject to any
                                    obligation of confidentiality or restricted
                                    use.

                           14.9. "Constructive Termination" means the voluntary
                  termination of employment by the Executive following a Change
                  in Duties following a Change of Control.

                           14.10. "Exchange Act" means the Securities Exchange
                  Act of 1934, as from time to time amended.

                           14.11. "Invention" means any new or useful art,
                  discovery, or improvement (including any technologies, tests,
                  programs, products, concepts, ideas, apparatus, equipment,
                  machinery, processes, methods, formulae, designs or
                  techniques), whether or not related to a Product and whether
                  or not patentable, and all the know-how related thereto.

                           14.12. "Material Breach" means a willful or grossly
                  negligent failure to perform the Executive's duties as set
                  forth in this Agreement.

                           14.13. "Product" means any product or service which
                  is, or may in the reasonable future be, manufactured, sold,
                  designed, developed, considered by, or of interest to the
                  Company or an Affiliate (including, but not limited to, any
                  product or service involving CMP planarization technology,
                  such as CMP-V tools or any free-abrasive machining, lapping,
                  polishing and grinding).

                           14.14. "Technology" means prototypes, models,
                  concepts, inventions, circuit designs, drawings, hardware,
                  technological developments and improve-


                                      -13-
<PAGE>   14

                  ments, methods, techniques, systems, documentation, data,
                  works of authorship, products, and related information whether
                  or not patentable, copyrightable, and whether or not presently
                  used or used in the future.

                         14.15. "Voting Securities" mean any securities which
                  ordinarily possess the power to vote in the election of
                  directors without the happening of any precondition or
                  contingency.

                  15. Miscellaneous.

                          15.1. This Agreement supersedes all prior agreements
                  and understandings by and between the Executive and the
                  Company and any of its Affiliates or their respective
                  directors, officers, shareholders, employees, attorneys,
                  agents, or representatives, including any Severance Agreement,
                  Employment Letter, Employment Terms, Non-Disclosure Agreement
                  and/or Employment Agreement (including change of control
                  provisions) and constitutes the entire agreement between the
                  parties, respecting the subject matter hereof and there are no
                  representations, warranties or other commitments other than
                  those expressed herein.

                          15.2. The Executive represents and warrants to the
                  Company that the Executive is not a party to or bound by, and
                  the employment of the Executive by the Company or the
                  Executive's disclosure of any information to the Company or
                  its use of such information will not violate or breach any
                  employment, retainer, consulting, license, non-competition,
                  non-disclosure, trade secrets or other agreement between the
                  Executive and any other person, partnership, corporation,
                  joint venture, association or other entity.

                          15.3. No modification or amendment of, or waiver
                  under, this Agreement shall be valid unless signed in writing
                  and signed by the Executive and an appropriate officer of the
                  Company, pursuant to expressed authority of the Board of
                  Directors of the Company.

                          15.4. The Executive agrees to indemnify the Company
                  and its Affiliates against, and to hold the Company and its
                  Affiliates harmless from, any and all claims, lawsuits,
                  losses, damages, expenses, costs and liabilities, including,
                  without limitation, court costs and attorney's fees, which the
                  Company or any of its Affiliates may sustain as a result of,
                  or in connection with, either directly or indirectly, the
                  Executive's breach or violation of any of the provisions of
                  this Agreement.

                          15.5. The Company agrees to indemnify the Executive
                  against, and to hold the Executive harmless from, any and all
                  claims, lawsuits, losses, damages, expenses, costs and
                  liabilities, including, without limitation, court costs and


                                      -14-
<PAGE>   15

                  attorney's fees, which the Executive may sustain as a result
                  of, or in connection with, either directly or indirectly, the
                  breach or violation by the Company or its Affiliates of any of
                  the provisions of this Agreement or any applicable law or
                  regulations.

                          15.6. The Executive hereby agrees that if the
                  Executive violates any provision of this Agreement, the
                  Company will be entitled, if it so elects, to institute and
                  prosecute proceedings at law or in equity to obtain damages
                  with respect to such violation or to enforce the specific
                  performance of this Agreement by the Executive or to enjoin
                  the Executive from engaging in any activity in violation
                  hereof.

                          15.7. The waiver by either party to this Agreement of
                  a breach of any provision of this Agreement by the other shall
                  not operate or be construed as a waiver of any subsequent
                  breach.

                          15.8. Any communication which may be required under
                  this Agreement shall be deemed to have been properly given
                  when delivered personally at the address set forth below for
                  the intended party during normal business hours, when sent by
                  facsimile or other electronic transmission to the respective
                  facsimile transmission numbers of the parties set forth below
                  with telephone confirmation of receipt, or when sent by U.S.
                  registered or certified mail, return receipt requested,
                  postage prepaid as follows:

                  If to the Company:         SpeedFam International, Inc.
                                             305 N. 54th Street
                                             Chandler, AZ  85226-2416
                                             Attention:  Chairman of the Board
                                             Facsimile:  602-705-2122
                                             Confirm:  602-705-2100

                  If to the Executive:       Richard J. Faubert
                                             3359 N.W. 123rd Place
                                             Portland, Oregon  97229
                                             Confirm:  508-784-3563

                  Notices shall be given to such other addressee or address, or
                  both, or by way of such other facsimile transmission number,
                  as a particular party may from time to time request by written
                  notice to the other party to the Agreement. Each notice,
                  request, demand, approval or other communication which is sent
                  in accordance with this Section shall be deemed to be
                  delivered, given and received for all purposes of this
                  Agreement as of two (2) business days after the date of
                  deposit thereof for mailing in a duly constituted U.S. post
                  office or branch thereof, one (1) business day after deposit
                  with a recognized overnight courier


                                      -15-
<PAGE>   16

                  service or upon written confirmation of receipt of any
                  facsimile transmission. Notice given to a party hereto by any
                  other method shall only be deemed to be delivered, given and
                  received when actually received in writing by such party.

                          15.9. This Agreement shall inure to the benefit of and
                  be binding upon the Company and the Executive and their
                  respective heirs, personal representatives, successors and
                  assigns.

                         15.10. All claims, disputes and other matters in
                  question arising out of, or relating to this Agreement, or the
                  breach thereof, shall be decided by arbitration, pursuant to
                  the rules established by the American Arbitration Association
                  for the arbitration of such disputes, and such arbitration
                  shall occur in Chandler, Arizona.

                         15.11. This Agreement may be signed in multiple
                  counterparts which when taken together shall constitute the
                  entire Agreement.

                           15.12. This Agreement shall be governed and construed
                  in accordance with the laws of the State of Arizona.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                            SPEEDFAM INTERNATIONAL, INC. an Illinois
                                   Corporation

                            By James N. Farley
                              --------------------------------------------------
                            Title CHAIRMAN
                                 -----------------------------------------------

                            Executive

                            /s/ Richard J. Faubert                       10/8/98
                            ----------------------------------------------------
                                            Richard J. Faubert


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