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                                                                   Exhibit 10.19

                              EMPLOYMENT AGREEMENT

  THIS AGREEMENT is made and entered into this 13th day of July, 1999, by and
between SPEEDFAM-IPEC, INC., an Illinois corporation (hereinafter referred to as
the "Company") and J, MICHAEL DODSON (hereinafter referred to as the
"Executive").

                                  WITNESSETH:

         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 120,000 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.
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         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 TWO HUNDRED THOUSAND DOLLARS
         ($200,000.00), 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 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 fifty
         percent (50%) of the Executive's Base Annual Salary (with a maximum
         bonus of one hundred percent (100%) 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.

                  4.3. Minimum Incentive Bonus. Solely for the anniversary year
         ending twelve (12) months after Executive's employment date hereunder,
         the Company shall pay the Executive a guaranteed bonus under the
         incentive plan in the minimum amount of One Hundred Thousand Dollars
         ($100,000.00), payable upon the Executive's completion of one (1) full
         year of service, it being agreed, however, that the Executive's target
         bonus for the fiscal year ending May 3 1, 2001, will be prorated for
         the fiscal year beginning with the one (1) year anniversary date
         through May 31, 2001.

                  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.

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                  4.5. Relocation and Commuting Benefits. The Company will pay
         all reasonable and ordinary costs of relocating from San Jose,
         California, to the Phoenix area. This includes costs associated with
         house-hunting trips, normal selling costs for the home in San Jose,
         normal buying costs of the home in the Phoenix area, and a payment of
         the equivalent of one (1) month's salary for miscellaneous relocation
         expenses. The Company agrees to provide a bridge loan at an interest
         rate of seven percent (7%) if necessary to facilitate the real estate
         transactions for a period of no more than six (6) months. The Company
         agrees to pay either rent or a house payment (PITI) in the Phoenix area
         until such time as the Executive's house in San Jose is sold or six
         months, whichever occurs sooner. To the extent that any
         relocation/commuting benefits are taxable to Executive, the Company
         will pay a full gross-up (except to the extent that such expenditures
         by Executive may be deducted on Executive's personal income tax) so
         that the amounts paid by the Company, net of Executive's taxes, fully
         cover the relevant expenses.

                           4.5.1 Company shall not be responsible for any loss
                  in equity incurred in the sale of the Executive's San Jose,
                  California, residence.

                  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. The Company shall grant the Executive
         options to purchase 120,000 shares of common stock of the Company. With
         respect to such options:

                           4.7.1. The exercise price for such options shall be
                  the Executive's choice of the Company's per share market price
                  at the close of business of one (1) of the following events:
                  1) the date the Executive signs acceptance of the Summary of
                  Terms to Employment Agreement; or, 2) the date the Executive
                  signs this Employment Agreement; or, 3) on Executive's
                  employment date. 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

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                  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, 2000.
                  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, the 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.

         5. Duties. The Executive shall, subject to the right of the Company in
its sole discretion to terminate Executive's employment pursuant to Section 12.3
and thereby terminate his employment and/or officer position, serve as Chief
Financial Officer of the Company. As such, the Executive's duties and
responsibilities shall include, but shall not be limited to, overseeing all
functions relating to Accounting, Finance, Treasury, Investor Relations, Legal
and MIS. 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
Chief Executive Officer and/or the Board of Directors of the Company.

         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 Company, with such approval not unreasonably
being withheld.

         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.

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         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. In addition, the Company shall
indemnify the Executive as an 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. All vacation time shall be taken by the
Executive at such times as shall be mutually agreed upon by the Executive and
the Chief Executive Officer 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.

         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

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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

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         Constructive Termination (as hereinafter defined), benefits shall be
         payable under this Section 12.2.

                           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

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         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 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

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         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 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;

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                           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 written
         permission of the Company, the Executive shall never, during or
         following the Executive's employment with the Company, directly or
         indirectly, sell, use, disclose, lecture upon, or publish data or
         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, unless a court finds that a two-year restriction is
         unenforceable, in which case a period of restriction shall be one (1)
         year, the Executive agrees that the Executive shall 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

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                  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.

         14. Definitions.

                  14.1. "Affiliate" means any entity in which the Company, or
         any entity that 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.




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                  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;

                           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
                  l3d-3 of the Exchange Act, in effect as of the date hereof) of
                  forty percent

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                  (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-IPEC, 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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                           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 that 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.

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                  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 improvements, 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

                                      -15-
<PAGE>   16
         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 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:

                                      -16-
<PAGE>   17
<TABLE>
<S>                                        <C>
             If to the Company:            SpeedFam-IPEC, Inc.
                                           305 N. 54th Street
                                           Chandler, AZ 85226-2416
                                           Attention: Chief Executive Officer
                                           Facsimile: 602-705-2122
                                           Confirm: 602-705-2500


             If to the Executive:          J. Michael Dodson
                                           5259 Grosseto Court
                                           San Jose, CA 95138
                                           Confirm: 408-528-8122
</TABLE>

         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
         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.

                                      -17-
<PAGE>   18
         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                                       SPEEDFAM-IPEC, INC. an Illinois
                                       Corporation





                                       By  /s/ Richard Faubert
                                         --------------------------------
                                         Richard Faubert, Chief Executive
                                         Officer



                                       Executive

                                       By /s/ J. Michael Dodson
                                         --------------------------------
                                              J. Michael Dodson


                                      -18-