**Exhibit 10.36**

 

**EMPLOYMENT AGREEMENT**

 

This Agreement is enteredinto by and between August Technology Corporation (“August Technology“ or the “Company”), a Minnesota corporation, with its principal place ofbusiness at 4900 West 78th Street, Bloomington, Minnesota 55435, andCory Watkins of 595 Summerfield Drive, Chanhassen, Minnesota 55317(“Employee”).

 

**WHEREAS**, Employeedesires employment with August Technology or has been employed withAugust Technology and wishes to continue employment under the terms andconditions set forth in this Agreement;

 

**WHEREAS**, Employeeacknowledges and agrees that he has and will continue to have access toconfidential, proprietary and trade secret information in the course of his/heremployment and continued employment with August Technology, theunauthorized use or disclosure of which would cause irreparable harm toAugust Technology;

 

**WHEREAS**,August Technology and Employee wish to set forth the terms of theiragreement in writing;

 

**NOW, THEREFORE,**inconsideration of the foregoing and the mutual covenants contained herein andfor other good and valuable consideration the receipt and sufficiency of whichis specifically acknowledged by the parties, August Technology andEmployee agree as follows:

 

**1.****                                      Employment.**  August Technology agrees to employ orcontinue to employ Employee, effective February 5, 2004, and Employeeaccepts employment or continued employment, upon the terms and conditions setforth in this Agreement.

 

**2.**                                      **Term ofEmployment. **August Technologyshall continue to employ Employee for an indefinite duration until his/heremployment is terminated in accordance with Paragraph 8 of this Agreement.

 

**3.**                                      **Dutiesand Responsibilities. **Employeeshall devote his/her time, attention and best efforts to the duties and responsibilitiesof his/her position, and to the business and affairs ofAugust Technology.  Employee’stitle shall be as set forth in Exhibit A as “Employee’s Title”, reporting tothe person or office as set forth in Exhibit A as “Manager”.  Employee shall perform all duties andresponsibilities of the position he/she holds with August Technology asthose duties and responsibilities may change from time to time.  Employee shall comply withAugust Technology’s standards, policies and procedures in effect and asthey may change from time to time; provided that to the extent such policiesand procedures are inconsistent with this Agreement, the provisions of thisAgreement shall control.

 

**4.****                                      Compensation.**  August Technology shall pay Employee agross annual salary as set forth in Exhibit A as “Base Salary”, lessappropriate payroll deductions. Employee may also receive incentive compensation in accordance with theAnnual Incentive Plan, as issued and as may change from time to time by theCompany, or any other similar plan authorized by the Board of Directors.  Employee’s compensation may be periodicallyincreased or adjusted as authorized by

 

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the Board of Directors inthe case of the Chief Executive Officer, or, in the case of all others, asrecommended by the Chief Executive Officer and approved by the Board ofDirectors.

 

**5.**                                      **BusinessExpenses.** August Technology will, in accordance with its policies andpractices as such may change from time to time, reimburse Employee for allordinary and necessary business expenses after receipt of appropriatedocumentation of such expenses.

 

**6.****                                      Benefits.**  Employee shall be entitled to insurance andother benefits provided to key management employees in accordance withapplicable plan documents and commensurate with vice president and higherpositions within the Company.  Benefitsprovided to employees are subject to change in the discretion ofAugust Technology.

 

**7.****                                      StockOptions. **At the discretion of August Technology,Employee may be granted stock options from time to time, which options shall besubject to the terms and conditions of the August Technology Corporation1997 Stock Option Plan, as amended from time to time, or any successor plan,and the related stock option agreements. Further, Employee shall be eligible to participate in theAugust Technology Corporation 2000 Employee Stock Purchase Plan, asamended from time to time, or any successor plan, subject to the terms andconditions contained therein.

 

**8.****                                      Termination.**  Employee’s employment under this Agreementmay be terminated:

 
| (a)    |   | At any time upon mutual  written agreement of the parties;                                                                                  |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                        |
| (b)    |   | By either Employee or  August Technology at any time, with or without cause, upon thirty (30)  days’ written notice to the other; |
|   |   |                                                                                                                                        |
| (c)    |   | By  August Technology immediately upon notice to Employee for cause which  shall be defined as:                                        |
|   |   |                                                                                                                                        |
|   |   | (i)                                                                                                                                         |   | Employee’s material  failure or neglect, or refusal to perform, the duties and responsibilities of  his/her position and/or the reasonable direction of the Board of Directors or  his/her superiors; |
|   |   |                                                                                                                                        |   |   |
|   |   | (ii)                                                                                                                                        |   | Commission by Employee of any willful, intentional  or negligent act that has the effect of injuring the reputation, business or  performance of August Technology; |
|   |   |                                                                                                                                        |   |   |
|   |   | (iii)                                                                                                                                       |   | Employee’s conviction  of a crime, or commission of any act involving moral turpitude; |
|   |   |                                                                                                                                        |   |   |
|   |   | (iv)                                                                                                                                        |   | Any material default or  nonperformance of the terms of this Agreement, or any violation of |

 

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|   |   |                                                                       |   | Paragraphs 10, 11, 12,  14 and/or 15 of this Employment Agreement; or |
|--------|--------|----------------------------------------------------------------------------|--------|-----------------------------------------------------------------------|
|   |   |                                                                       |   |                                                                  |
| (d)    |   | Employee’s employment  will terminate immediately upon his/her death. |

 

Upon Employee’sresignation or termination under this Paragraph 8 for any reason,August Technology shall pay Employee his/her Base Salary through the Employee’slast date of employment, and any accrued and unused vacation or other paid timeoff through the Employee’s last date of employment.  Employee’s entitlement to any vested pension, profit sharing orother benefits shall be governed by applicable plan documents.  In the event Employee’s employment isterminated either by Employee or August Technology under Paragraph 8 (b),August Technology may elect, in its sole discretion, to pay Employeehis/her salary for the thirty (30) day notice period in lieu of Employee’scontinued performance of duties during the notice period.  In the event Employee is terminated byAugust Technology in accordance with Paragraph 8 (b),August Technology shall, in addition to the above, pay Employee aseverance at his/her then current Base Salary rate for the time period as setforth in Exhibit A as “Severance Period”, to be paid according to the normalpayroll schedule, directly following the thirty (30) day notice period, andAugust Technology shall, if the Employee elects to continue group healthor other group benefits as allowed by COBRA, make the COBRA payments for theSeverance Period.  Employee shall not beentitled to any further or other payments or benefits of any kind upon theEmployee’s termination or resignation under this Paragraph 8.  In the event, Employee is entitled to Changein Control benefits as set forth in Paragraph 9, Employee shall not be entitledto any severance or notice rights under this Paragraph 8.

 

**9.****                                      Changein Control.**  If, within eighteen(18) months following a Change in Control (as defined below), Employee’semployment is terminated (as defined below), then:

 

(a)                                  Employeeshall be paid his/her last Base Salary on a regular payroll cycle as of theeffective date for the time period as set forth in Exhibit A as “Change InControl Severance Period” from the effective date of such termination;

 

(b)                                 Forthe same Change In Control Severance Period from the effective date of suchtermination as set forth in Paragraph 9(b), the Company shall, if Employeeelects to continue group health or other group benefits as allowed under COBRA,make the COBRA payments for the Change In Control Severance Period;

 

(c)                                  Theright to exercise all unexpired and non-vested stock options in favor ofEmployee shall immediately vest and accelerate; and

 

(d)                                 **Limitationon Change of Control Payments**. Employee shall not be entitled to receive any Change of Control Action,as defined below, which would constitute an “excess parachute payment” forpurposes of Code Section 280G, or any successor provision, and theregulations thereunder.  In

 

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the event any Change ofControl Action payable to Employee would constitute an “excess parachutepayment,” then the acceleration of the exercisability of such stock options andthe payments to such Participant pursuant to this Paragraph 9 shall be reducedto the largest extent or amount as will result in no portion of such paymentsbeing subject to the excise tax imposed by Section 4999 of the Code.  For purposes of this Paragraph 9, a “Changeof Control Action” shall mean any payment, benefit or transfer of property inthe nature of compensation paid to or for the benefit of Employee under anyarrangement which is considered contingent on a Change of Control for purposesof Code Section 280G, including, without limitation, any and all salary,bonus, incentive, restricted stock, stock option, compensation or benefitplans, programs or other arrangements, and shall include benefits payable underthis Agreement.

 

(e)                                  **“Change of Control**.”  For purposes of this Agreement, “Change ofControl” shall mean any of the following events occurring after the date ofthis Agreement:

 

(1)                                  Amerger or consolidation to which the Company is a party, an acquisition by theCompany involving the issuance of the Company’s securities as consideration forthe acquired business, or any combination of fully closed and completedmergers, consolidations or acquisitions during any consecutive twenty-four (24)month period, if the individuals and entities who were shareholders of theCompany immediately prior to the effective date of such merger, consolidation,or acquisition (or prior to the effective date of the first of a combination ofsuch transactions) have, immediately following the effective date of suchmerger, consolidation or acquisition (or following the effective date of thelast of a combination of such transactions), beneficial ownership (as definedin Rule 13d-3 under the Securities Exchange Act of 1934) of less than fiftypercent (50%) of the total combined voting power of all classes of securitiesissued by the surviving corporation for the election of directors of thesurviving corporation;

 

(2)                                  Theacquisition of direct or indirect beneficial ownership (as defined in Rule13d-3 under the Securities Exchange Act of 1934) of securities of the Companyby any person or entity or by a group of associated persons or entities actingin concert in one or a series of transactions, which causes the aggregatebeneficial ownership of such person, entity or group to equal or exceed twentypercent (20%) or more of the total combined voting power of all classes of theCompany’s then issued and outstanding securities;

 

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(3)                                  Thesale of the properties and assets of the Company substantially as an entirety,to any person or entity which is not a wholly-owned subsidiary of the Company;

 

(4)                                  Thestockholders of the Company approve any plan or proposal for the liquidation ofthe Company; or

 

(5)                                  Achange in the composition of the Board of the Company at any time during anyconsecutive twenty-four (24) month period such that the “Continuity Directors”no longer constitute at least a seventy percent (70%) majority of the Board.For purposes of this event, “Continuity Directors” means (i) those members ofthe Board who were directors at the beginning of such consecutive twenty-four(24) month period or at the date of this Agreement if this Agreement wasentered into less than twenty-four months prior to the change in composition ofthe Board; and (ii) any new director whose election to the Board of Directorsor nominations for election to the Board of Directors was approved by a vote ofat least two-thirds (2/3) of the directors identified in the immediatelypreceding clause (i).

 

(6)                                  TheCompany enters into a letter of intent, an agreement in principle or adefinitive agreement relating to an event described in Paragraph 9(e)(1),9(e)(2), 9(e)(3), 9(e)(4), or 9(e)(5) that ultimately results in such a Changeof Control, or a tender or exchange offer or proxy contest is commenced thatultimately results in an event described in Paragraph 9(e)(2) or 9(e)(5).

 

(f)                                    **Termination**.  For purposes of this Paragraph 9,“Termination” shall mean any of the following events occurring within eighteen(18) months after a Change of Control:

 

(1)                                  The termination of Employee’s employment by theCompany for any reason, with or without cause, except for termination resultingfrom conduct by Employee constituting (a) a felony involving moral turpitudeunder either federal law or the law of the State of Minnesota, or (b)Employee’s willful failure to fulfill his/her employment duties with theCompany; provided, however, that for purposes of this clause (c), an act orfailure to act by Employee shall not be “willful” unless it is done, or omittedto be done, in bad faith and without any reasonable belief that Employee’saction or omission were in the best interests of the Company; or

 

(2)                                  The termination of employment with the Company byEmployee for Good Reason.  Suchtermination shall be accomplished by, and

 

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effectiveupon, Employee giving written notice to Company of his/her decision toterminate.  “Good Reason” shall mean agood faith determination by Employee, in Employee’s sole and absolute judgment,that any one or more of the following events has occurred, at any time duringthe term of this Agreement or after a Change of Control; provided, however,that such event shall not constitute “Good Reason” if Employee has expresslyconsented to such event in writing or if Employee fails to provide writtennotice of his/her decision to terminate within sixty (60) days of theoccurrence of such event:

 

(a)                                  A material change in Employee’s reportingresponsibilities, titles or offices, or any removal of Employee from or anyfailure to re-elect Employee to any of such positions, which has the effect ofmaterially diminishing Employee’s responsibility or authority;

 

(b)                                 A reduction by the Company in Employee’s basesalary (as increased from time to time);

 

(c)                                  A requirement imposed by the Company on Employeethat results in Employee being based at a location that is outside of atwenty-five (25) mile radius of Employee’s prior job location;

 

(d)                                 Without the adoption of a replacement plan,program or arrangement that provides benefits to Employee that are equal to orgreater than those benefits that are discontinued or adversely affected:

 

i.                                          A failure by the Company to continue in effect,within its maximum stated term, any pension, bonus, incentive, stock ownership,stock purchase, stock option, life insurance, health, accident, disability, orany other employee compensation or benefit plan, program or arrangement, inwhich Employee is or has been participating;

 

ii.                                       The taking of any action by the Company thatwould adversely affect Employee’s participation or materially reduce Employee’sbenefits under any of such plans, programs or arrangements; or

 

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(e)                                  Any action by the Company that would materiallyadversely affect the physical conditions in or under which Employee performshis/her employment duties; or

 

(f)                                    Any material breach by the Company of thisEmployment Agreement between Employee and the Company.

 

Termination for “Good Reason” shall not includeEmployee’s death or a termination for any reason other than the eventsspecified in clauses (a) through (f) above.

 

**10.****                               ConfidentialInformation.**  During the term ofthis Agreement and at all times thereafter, Employee shall not directly orindirectly use or disclose any trade secret, proprietary or confidentialinformation of August Technology or any subsidiary for the benefit of anyperson or entity other than August Technology or any subsidiary withoutprior written approval of August Technology’s Board of Directors.  For purposes of this Agreement, in additionto all materials and information protected by applicable statute or law, theparties acknowledge that confidential information shall include anyinformation, whether in print, on computer disc or tape or otherwise, which isnot public information and which relates to August Technology or anysubsidiary, or August Technology’s or any subsidiary’s existing orreasonably foreseeable business, including but not limited to informationrelating to research, development, technology, manufacturing processes,purchasing and sales, information relating to sales and other financialstrategies, plans and/or goals, information relating to proprietary rights anddata, ideas, know-how, and/or trade secrets, information regarding the identityand/or needs of clients or customers, client or customer lists and other clientor customer information, information regarding active and inactive accounts ofAugust Technology or any subsidiary, and information relating toAugust Technology’s or any subsidiary’s methods of operation.

 

**11.****                               NoncompetitionObligations.**  As a condition toand in consideration of his/her employment and continued employment, and inexchange for the severance and Change of Control provisions as set forth inParagraphs 8 and 9 of this Employment Agreement, and the mutual covenantsherein, Employee agrees that, during his/her employment and for a period of one(1) year following his/her voluntary or involuntary resignation or terminationfor any reason, the Employee will not, on behalf of himself/herself or anyother person or entity:

 

(a)                                  Directly or indirectly solicit, on Employee’s ownbehalf, or on behalf of another, any of August Technology’s or anysubsidiary’s customers or potential customers with whom Employee or Employee’ssupervisees had contact, either directly or indirectly, within the twelvemonths immediately preceding Employee’s resignation or termination of employment,for the purpose of providing, selling, or attempting to sell any products orservices competing with those provided or sold by August Technology or anysubsidiary, or clearly contemplated thereby due to research, development,engineering, applications, licensing, or other like projects in process, at thetime of resignation or termination; or

 

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(b)                                 hireor attempt to hire, or influence or solicit, or attempt to influence orsolicit, either directly or indirectly, any employee of August Technologyor any subsidiary to leave or terminate his/her or her employment, or to workfor any other person or entity.

 

**12.**                               **Work Product and Inventions**.  August Technology shall be entitled toall of the benefits, profits, results and work product arising from or incidentto all work, services, advice and activities of Employee, including withoutlimitation all rights in inventions (as set forth below), trademark or tradename creations, and copyrightable materials. Employee shall not, during the term of his/her employment byAugust Technology, be interested, directly or indirectly, in any manner,including, but not limited to, as partner, officer, advisor, or in any othercapacity in any other business similar to, or in competition with,August Technology’s or any subsidiary’s business.

 

Employee agrees tocommunicate promptly and fully to August Technology all inventions,discoveries, improvements or designs conceived or reduced to practice byEmployee during the period of his/her employment with August Technology(alone or jointly with others), and, except as provided in this Paragraph 12,Employee will and hereby does assign to August Technology and/or itsnominees all of the Employee’s right, title and interest in such inventions,discoveries, improvements or designs and all of his/her right, title andinterest in any patents, patent applications or copyrights based thereonwithout obligation on the part of August Technology or any subsidiary tomake any further compensation, royalty or payment to Employee.  Employee further agrees to assistAugust Technology and/or its nominee (without charge but at no expense toEmployee) at any time and in every proper way to obtain and maintain for itsand/or their own benefit, patents for all such inventions, discoveries andimprovements and copyrights for all such designs.

 

This Agreement does notobligate Employee to assign to August Technology any invention, discovery,improvement or design for which no equipment, supplies, facility or tradesecret information of August Technology or any subsidiary was used andwhich was developed entirely on Employee’s own time, and (1) which does notrelate (a) directly to the business of August Technology or anysubsidiary, or (b) to August Technology’s or any subsidiary’s actual ordemonstrably anticipated research or development, or (2) which does not resultfrom any work performed by Employee for August Technology or anysubsidiary.

 

**13.****                               ExemptInventions.** Identified underExempt Inventions in Exhibit A by descriptive title are all of the Inventions,if any, in which Employee possesses any right, title or interest prior toEmployee’s employment with August Technology or execution of thisEmployment Agreement which are not subject to the terms hereof.

 

**14.****                               Copyrights. **Employee acknowledges that anydocuments, drawings, computer software or other work of authorship prepared byEmployee within the scope of his/her employment is a “work made for hire” underU.S. copyright laws and that, accordingly, August Technology exclusivelyowns all copyright rights in such works of authorship.  For purposes of this paragraph, “scope ofemployment” means that the work of authorship (a) relates to any subject matterpertaining to his/her employment, (b) relates to or is directly or indirectlyconnected with the existing or reasonably foreseeable business, products,projects or confidential information of August

 

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Technology or anysubsidiary, or (c) involves the use of any time, material or facility ofAugust Technology or any subsidiary.

 

**15.****                               Returnof Property. **Employee shall,immediately upon his/her involuntary or voluntary resignation or terminationfrom employment for any reason, deliver to August Technology all documentsand other items, whether on computer disc or tape or otherwise, including allcopies thereof, belonging to August Technology or any subsidiary or in anyway related to the business of August Technology or any subsidiary or theservices Employee performed for August Technology or any subsidiary,including but not limited to any documents or items containing trade secret,proprietary, or confidential information, documents in any way relating to anyinventions or copyrights, client or customer information, information relatingto August Technology’s or any subsidiary’s processes or procedures and anyother materials or documents of any sort relating to August Technology orany subsidiary.  Employee shall notretain any copies or summaries of any kind of documents and materials coveredby this Paragraph 15.

 

**16.****                               Remedyupon Violation.**  Employee andAugust Technology agree that a breach or threatened breach of Paragraphs10, 11, 12, 14 or 15 would cause irreparable harm to August Technologyand/or its subsidiaries, and that monetary damages alone would not be anadequate remedy.  Employee agrees thatAugust Technology and any subsidiary shall be entitled, in addition to anyother remedy it may have at law or in equity, to an injunction, without theposting of a bond if allowed by applicable law or with the posting of a minimalbond if required, enjoining or restraining Employee from any violation orviolations or threatened violation or violations of Paragraphs 10, 11, 12, 14and 15, and/or for specific performance of duties and obligations under suchparagraphs, and Employee hereby consents to the issuance of suchinjunction.  If any rights orrestrictions contained in Paragraphs 10, 11, 12, 14 and 15 shall be deemed tobe unenforceable by reason of the extent, duration or geographic scope, orother provision thereof, the parties contemplate that the Court shall reducesuch extent, duration or geographic scope or other provision and enforceParagraphs 10, 11, 12, 14 and 15 in their reduced form for all purposes in themanner contemplated by such Paragraphs.

 

**17.**                               **Other Agreements.**  By Employee’s signature to this Agreement,Employee warrants that he/she is not subject to any employment, noncompetition,confidentiality, inventions or other obligations or agreements which wouldprevent or restrict the Employee in any way from accepting employment withAugust Technology and fully performing his/her duties and responsibilitiesas described in this Agreement. Employee, by his/her signature to this Agreement, further warrants thathe/she has not taken and will not take any trade secret, proprietary orconfidential information of any former employer, and will not use or discloseany such information to anyone in the performance of duties and responsibilitiesunder this Agreement.

 

**18.**                               **Successors and Assigns. **This Agreement shall inure to thebenefit of and be binding upon the successors and assigns ofAugust Technology.

 

**19.****                               Notices.**  All notices and other communications to begiven under this Agreement shall be in writing and shall be deemed to be givenwhen delivered personally, or when mailed by registered or certified mail,addressed to the party to whom such notice is intended to be given, at

 

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the last known addressfor that party or at such other address as the party may specify by writtennotice.

 

(a)                                  Inthe case of August Technology, the notice shall be provided to:

 

Chief AdministrativeOfficer

August TechnologyCorporation

4900 West 78thStreet

Bloomington, MN 55435

 

(b)                                 Inthe case of Employee, the notice shall be provided to:

 

Cory Watkins

595 Summerfield Drive

Chanhassen, MN 55317

 

Either party may, bywritten notice hereunder, designate a change of address.  Any notice, if mailed properly addressed,postage prepaid, registered or certified mail, shall be deemed dispatched onthe registered date or that stamped on the certified mail receipt, and shall bedeemed received within the fifth business day thereafter, or when it isactually received, whichever is sooner.

 

**20.**                               **Survival of Provisions. **Employee acknowledges and agrees thatthe restrictions and obligations set forth in Paragraphs 10, 11, 12, 13, 14, 15and 16 of this Agreement are reasonable, shall survive his/her resignation fromor the termination of his/her employment, and shall apply to him/her whetherhis/her resignation or termination from employment is voluntary or involuntaryand regardless of the reason for such resignation or termination.

 

**21.****                               Nonwaivers.**  No failure on the part of either party toexercise, and no delay in exercising, any right or remedy hereunder shalloperate as a waiver thereof, nor shall any single or partial exercise of anyright or remedy hereunder preclude any other or further exercise thereof or theexercise of any right or remedy granted hereby or by any related document or bylaw.

 

**22.****                               GoverningLaw.**  This Agreement shall beconstrued and interpreted according to the laws of the State of Minnesota,without reference to its conflict of laws provisions.

 

**23.****                               ParagraphHeadings.**  Paragraph headingsare included in this Agreement for convenience of reference only, and are notintended to be full or accurate descriptions of the contents hereof.

 

**24.****                               Counterparts.** This Agreement may be executed intwo (2) or more counterparts, each of which shall be deemed an original, butall of which shall constitute one (1) and the same instrument.

 

**25.****                               EntireAgreement.**  This Agreementstates the entire Agreement of the parties on the subjects set forth herein,and merges and supersedes all prior agreements and understandings

 

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between the parties.  No modification, termination, or attemptedwaiver of any provision of this Agreement will be valid unless it is made inwriting and signed by the party against whom the same is sought to be enforced,and is specifically identified as a modification, termination, release, waiveror discharge of this Agreement.  If anyterm, clause or provision of this Agreement shall for any reason be adjudgedinvalid, unenforceable or void, the same shall not impair or invalidate any ofthe other provisions contained herein, all of which shall be performed inaccordance with their respective terms.

 
|                                | **AUGUST TECHNOLOGY CORPORATION** |
|-------------------------------------|----------------------------------------|
|                                |                                   |
|                                |                                   |
| Dated:  February 10, 2004 | By                                     | /s/ Pamela Lampert |   |
|                                |                                   | Its  Vice President of Employee Services |
|                                |                                   |
|                                |                                   |
| Dated:  February 5, 2004  | By                                     | /s/ Cory Watkins |   |
|                                |                                   | **Employee** |

 

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EXHIBIT A

 
| Employee’s Name                |   | =      |   | Cory Watkins                    |
|-------------------------------------|--------|--------|--------|---------------------------------|
|                                |   |   |   |                            |
| Employee’s Title               |   | =      |   | Chief Technical Officer         |
|                                |   |   |   |                            |
| Manager                             |   | =      |   | Jeff O’Dell, CEO           |
|                                |   |   |   |                            |
| Base Salary                         |   | =      |   | $180,000                        |
|                                |   |   |   |                            |
| Severance Period                    |   | =      |   | twelve (12) months              |
|                                |   |   |   |                            |
| Change In Control  Severance Period |   | =      |   | eighteen (18) months            |
|                                |   |   |   |                            |
| Exempted Inventions                 |   | =      |   | Video Car Alarm                 |
|                                |   |   |   | LED Christmas Lights            |
|                                |   |   |   | USB Laser Pointer               |
|                                |   |   |   | Child Proof Toilet Roll         |
|                                |   |   |   | Wheel Inspection System         |
|                                |   |   |   | Rail Surface Inspection  System |

 

 
| Initials of approval: |   | AUGUST TECHNOLOGY  CORP. | PVL    |
|-----------------------|--------|-------------------------------|--------|
|                  |   |                          |   |
|                  |   | EMPLOYEE                      | CMW    |

 

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