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                                                                   EXHIBIT 10.36

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is made and entered into this 29th day of May, 2000, by
and between SPEEDFAM-IPEC, INC., an Illinois corporation (hereinafter referred
to as the "Company") and Giovanni Nocerino (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, 2001.

                    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),
         and grant of 250,000 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
                  EIGHTY THOUSAND DOLLARS ($280,000.00), 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.
                  For Fiscal Year 2001, The Executive's annual bonus shall be
                  targeted at Three Hundred Thousand Dollars ($300,000); 50%
                  ($150,000) to be based on MBO and 50% to be based on Shipping
                  Targets, with a range of up to 200% for performance in excess
                  of plan.

                          4.2.1     MBO. This component of the bonus plan
                                    includes New Hire Penetration (3 of the 6
                                    targeted accounts) for 40% of the MBO
                                    portion, Margin Objectives (20% of MBO),
                                    Expense Control (20% of MBO), Parts and
                                    Service Profitability (20% of MBO). The
                                    Margin, Expense and Parts & Service
                                    Profitability portions will have payout
                                    scales around the target, from zero payout
                                    at 80% of target met up to 200% payout with
                                    120% of targets met for each category.


                          4.2.2     Shipping Target. The Shipping Target
                                    component of the plan is based on a sliding
                                    scale with a target of shipments at $400M.

                           4.3. Minimum Incentive Bonus. Solely for Fiscal Year
                  2001, the Company shall pay the Executive a guaranteed bonus
                  in the minimum amount of One Hundred Thousand Dollars
                  ($100,000.00), payable after 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




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                  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. The Company
                  will pay all reasonable and ordinary costs of relocating from
                  Pleasanton, California, to the Phoenix area, usable within two
                  (2) years of Executive's employment date. This includes costs
                  associated with house-hunting trips, normal selling costs for
                  the home in Pleasanton, 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 pay commuting costs, temporary housing costs
                  and a car lease for up to two (2) years or until residence has
                  been established in the Phoenix area, 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 Pleasanton, 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, except as provided in paragraph 4.5.

                           4.7. Equity Incentive. The Company shall grant the
                  Executive options to purchase 250,000 shares of common stock
                  of the Company. With respect to such options:

                                  4.7.1. The exercise price for such options
                           shall be as of the 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 3 equal
                           installments)


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                           and annually as of the end of each of the next 3
                           fiscal years ended May 31, with the first year's
                           vesting to occur on May 31, 2001. 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 Executive Vice President of the Company. As
         such, the Executive's duties and responsibilities shall include, but
         shall not be limited to, overseeing all functions relating to Sales,
         Marketing, and Field Service operations. 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
                           fraudulent or dishonest act in the performance of the
                           Executive's duties hereunder; or,

                                 12.1.3. Arrest (unless the charges are dropped
                           within 45 days) for any felony or crime involving
                           moral turpitude. Executive agrees that as soon as
                           practical following any such arrest he shall provide
                           notice of the 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.

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                   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
                  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


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                  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;

                                    or;

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                                        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 Confidential Information acquired by
                           the Executive would reasonably be considered
                           advantageous to such other competing entity, or

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                                 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 13d-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.

                                      -14-
<PAGE>   15
                         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
                  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:      Giovanni Nocerino
                                            3760 Trenery drive
                                            Pleasanton, CA  94588

                  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 Commercial 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

                                      /s/ Giovanni Nocerino
                                      _________________________________________
                                      Giovanni Nocerino


                                      -18-