EXHIBIT 10.0


 


EMPLOYMENT AGREEMENT WITH JESSE P. DEGENNARO


 


THIS AGREEMENT is made and entered into as of this
22nd day of September, 2005, by and between Micro Component Technology, Inc.,
a Delaware corporation (“MCT”), and Jesse P. DeGenarro (“Employee”).


 


In
consideration of the mutual terms and conditions contained herein, the parties
agree as follows:


 


1.                                       Employment.  Commencing September 22, 2005, Employee
shall serve as the Vice President of Worldwide Sales for MCT, and shall assume
and perform all of the duties and responsibilities incidental to such position,
or which are assigned to him from time to time by MCT.  Employee shall use his best efforts in the
performance of his duties, and shall perform them promptly, diligently and
professionally at all times.  Employee
shall spend substantially his full time in the performance of his duties,
except in the event of absence permitted by MCT.  Employee shall also comply with all
applicable laws and regulations, including federal securities laws and regulations
applicable to officers of SEC reporting companies.  Employee shall work such hours as are
reasonably assigned to him by MCT from time to time.


 


Employee
shall maintain in good standing any professional designations, credentials or
licenses which he now has, or shall hereafter obtain, and shall provide MCT
with documentary evidence that such are in good standing upon the reasonable
request of MCT.


 


2.                                       Compensation.  Commencing September 22, 2005, Employee
shall receive as base compensation, a gross salary of $100,000 per year,
payable in equal bi-weekly installments of $3,846.15, subject to withholding
for federal and state taxes.  Employee
shall also be entitled to receive, as additional compensation payable on a
quarterly basis, a commission equal to 0.6667% of MCT’s total sales, which
additional compensation shall be prorated for partial quarters and subject to
withholding for federal and state taxes.


 


3.                                       Benefits.  Employee shall receive substantially the same
employee benefits and perquisites as are being provided at
the time to MCT’s other management employees.  Employee shall accrue vacation at a rate of
four (4) weeks per year.


 


4.                                       Duration
of Employment.  Employee’s
at will employment with MCT shall continue until termination in the event of
any of the following:


 


(a)                                   At
any time upon thirty (30) days prior written notice from either party to the
other;


 


(b)                                  Immediately
upon the death of Employee;


 


(c)                                   Immediately
upon the occurrence of a physical or mental disability which renders Employee
unable to perform the essential functions of his position after reasonable
accommodation;


 


(d)                                  At
any time upon mutual written agreement of the parties;


 


(e)                                   In
the event of a Change in Control of MCT which occurs as the result of a merger,
a sale of all or substantially all of MCT’s assets, or the acquisition of a
majority of MCT’s outstanding stock by a single party or a group acting in
concert, Employee may terminate his Employment if such Change in Control
results in Employee’s position being obsoleted or significantly reduced in
scope and responsibilities.


 


5.                                       Severance
Pay.  In the event of Employee’s
termination of employment by MCT pursuant to a Change in Control under Section 4(e) and
provided Employee then agrees to enter into a release acceptable to MCT, MCT
shall continue for a period of six (6) months to pay Employee his then-current
base salary and MCT’s portion of the premiums for its standard employee group
medical and dental insurance coverage provided Employee


 





















 


authorizes
MCT to deduct from Employee’s base salary payments the Employee contribution
for these benefit coverages. 
Notwithstanding the foregoing, MCT shall have the right to delay
payments due Employee under this Section 5 to the extent that such a delay
is required by Section 409A of the Internal Revenue Code.  In the event of a delay necessitated by Section 409A
of the Internal Revenue Code, payments due employee under this section shall
be made in a lump sum as soon as permitted under Section 409A of the
Internal Revenue Code.


 


6.                                       Avoiding
Conflict of Interest.  (a)  At
all times while Employee is employed by MCT and for six months after such
employment shall terminate, Employee agrees not to
directly or indirectly:


 


(i) 
own, manage, operate, finance, advise, render services
to, have an interest or future interest in or participate in the ownership,
management, operation, financing or control of, or be employed by or connected
in any manner with any Competing Business:


 


(ii) 
solicit for employment, hire or offer employment to, or otherwise aid or assist
(by disclosing information about employees or otherwise) any other person or
entity other than MCT or an MCT subsidiary in soliciting for employment, hiring
or offering employment to, any employee of MCT or an MCT subsidiary; or


 


(iii) 
take any action which is intended to harm MCT or its
reputation, or that MCT reasonably concludes could harm MCT or its reputation
or lead to unwanted or unfavorable publicity for MCT.


 


Ownership
of an investment of less than the greater of $25,000 or 1% of any class of
equity or debt security of a Competing Business will not be deemed ownership or
participation in ownership for purposes of Section 6(a).


 


b.              “Competing
Business” includes, but is not limited to any supplier of equipment automation
solutions for the: test; laser mark handling equipment; mark inspect;
singulation; sort; and packing for shipment portions of the back-end of the
semiconductor manufacturing process in which Employee’s duties and functions
would be substantially similar to Employee’s duties and functions under this
Agreement and that is in material competition with MCT or an MCT subsidiary or
division.


 


c.               Employee
agrees that the restrictions set forth above are reasonable, appropriate and
enforceable because:


 


(i) 
MCT is a global provider of integrated automation solutions for the global
semiconductor test and assembly industry.


 


(ii) 
as an integral part of its business, MCT has expended a great deal of time,
money and effort to develop and maintain confidential, proprietary and trade
secret information to compete against similar businesses; this information, if
misued or disclosed, could be very harmful to MCT’s business and its
competitive position in the marketplace;


 


(iii) 
Employee’s position with MCT provides Employee with access to MCT’s
confidential and proprietary trade secret information, strategies and other
confidential business information that would be of considerable value to a
Competing Business;


 


(iv) 
MCT compensates its executives and other associates to, among other things,
develop and maintain valuable goodwill and relationships on MCT’s behalf and to
develop and maintain business information for MCT’s exclusive ownership and
use;


 


(v) 
long-term customer and supplier relationships are
difficult to develop and maintain and require a significant investment of time,
effort and expense;


 


(vi) 
MCT is entitled to appropriate safeguards to ensure that Employee does not use
any confidential information provided during employment by MCT or take any
other action that could


 





















 


result in a loss of MCT’s
goodwill developed on MCT’s behalf and at its expense, and to prevent Employee
and/or any Competing Business from having an unfair competitive advantage over
MCT;


 


(vii) 
the amount of compensation and benefits Employee receives from MCT is based in
considerable part on Employee’s express agreement to refrain from competing
with MCT and to maintain the confidentiality of MCT’s proprietary information
in accordance with the terms of this Agreement;


 


(xiii)  the limited time period during which Employee
has agreed not to compete with MCT after leaving MCT’s employment, the limited
scope of the restriction and the limited prohibition on Employee’s activities
are reasonable to ensure that MCT’s confidential current and long-term business
methods, strategies and plans are not made available to its competitors; and


 


(ix) 
on balance, in light of Employee’s training and
background, the restrictions will not pose an undue hardship on Employee.


 


d.              If
Employee engages in any activity which would violate his obligations under this
Agreement (including this Section 6) and which involves another person or
employer or a Competing Business, Employee will disclose his obligations under
this Agreement to that other person, employer or Competing Business.


 


7.                                       Preservation
of Confidential Information.  (a) 
Employee will not, at any time, directly or indirectly, use or disclose any of
MCT’s Confidential Information except as authorized and within the scope of
Employee’s employment with MCT.


 


(b) 
At MCT’s request and/or on termination of Employee’s employment with MCT,
Employee will return to MCT all documents, records, notebooks, computer
diskettes and tapes and anything else containing MCT’s Confidential
Information, including all copies thereof, as well as any other MCT property in
Employee’s possession, custody or control. 
Employee will also delete from Employee’s own computer or other
electronic storage medium any of MCT’s proprietary or confidential
information.  Not later than 20 days after
Employee’s employment is terminated, Employee will certify in writing to MCT
that Employee has complied with these obligations.


 


(c)  During Employee’s employment with MCT and
thereafter, Employee will (i) notify and provide MCT immediately with the
details of any unauthorized possession, use or knowledge of any of MCT’s
Confidential Information, (ii) assist in preventing any reoccurrence of
this possession, use or knowledge, and (iii) cooperate with MCT in any
litigation or other action to protect or retrieve MCT’s Confidential
Information.


 


(d)  “Confidential Information” means any
non-public information pertaining to MCT’s business.  Confidential Information includes information
disclosed by MCT to Employee, and information developed or learned by Employee
during the course of or as a result of Employee’s employment with MCT, which
Employee also agrees is MCT’s property.  Employee further agrees that any item of
intellectual or artistic property generated or prepared by Employee,
individually or with others, in connection with Employee’s employment by MCT is
MCT’s sole property and shall remain so unless MCT otherwise specifically
aggress in writing.  Confidential
Information includes, without limitation, information and documents concerning
MCT’s processes; suppliers (including MCT’s terms conditions and other business
arrangements with suppliers); supplier and customer lists; advertising and
marketing plans and strategies; profit margins; goals; objectives and
projections; compilations; analyses and projections regarding MCT’s divisions;
products segments; product lines; suppliers; sales and expenses; files; trade
secrets and patent applications (prior to their being public); salary, staffing
and employment information (including about performance of other executives);
and “know-how,” techniques or any technical information not of a published
nature relating, for example, to how MCT conducts its business.


 


(e)  Employee agrees that Employee will not
disclose to MCT or use, or induce MCT to use, any proprietary information,
trade secret or confidential business information of any other person or
entity, including any previous employer of Employee’s.  Employee also represents that Employee has
returned all property, proprietary information, trade secret and confidential
business information belonging to any prior employer.


 





















 


8.                                       Automatic
Amendment and Interim Enforcement.  (a) If
there is a determination that, but for the provisions of this Paragraph 8, any
part of this Agreement is illegal, void as against public policy or otherwise
unenforceable, then the relevant part will automatically be amended to the
extent necessary to make it sufficiently narrow in scope, time and geographic
area to be legally enforceable.  All
other terms will remain in full force and effect.


 


(b) 
If Employee raises any question as to the enforceability of any part or term of
this Agreement, including, without limitation, Sections 6 and 7, Employee
specifically agrees to comply with this Agreement unless and until an
arbitrator designated in Section 9 has entered a final determination to
the contrary.


 


(c) 
Employee agrees that the restrictions in Sections 6 and 7 will apply regardless
of the manner in which Employee’s employment with MCT is terminated, whether
voluntarily, for Cause, without Cause or otherwise.


 


9                                          Arbitration.  All disputes arising under this Agreement
shall be submitted to final and binding arbitration in Minneapolis, Minnesota,
in accordance with Minnesota Statutes, Section 572.08, et
seq., as amended.  Employee and
MCT shall select an arbitrator who is an attorney with at least 15 years of
employment law experience.  In the event
Employee and MCT cannot agree upon the selection of such an arbitrator, either
party may apply to the Hennepin County District Court for appointment of such
an arbitrator.  The decision of the
arbitrator shall be final and binding. 
All fees and expenses of the arbitrator shall be shared equally by
Employee and MCT.  The arbitrator shall
have jurisdiction and authority to interpret and apply the provisions of this
Agreement and relevant federal, state and local laws insofar as necessary to
the determination of the dispute and to remedy any breaches of the Agreement
and/or applicable laws, but shall not have jurisdiction or authority to award
punitive damages or to alter in any way the provisions of this Agreement.


 


10.                                 Entire
Understanding.  The entire
understanding and agreement between Employee and MCT has been incorporated into
this Agreement, and this Agreement supersedes any other agreements and
understandings between Employee and MCT with respect to Employee’s employment
by MCT.  There are no other promises,
representations, understandings or inducements other than those specifically
set forth in this Agreement.  This
Agreement may not be altered, amended or added to except in a single writing
signed by both Employee and MCT.


 


11.                                 Arm’s
Length.  This Agreement was entered
into at arm’s length, without duress or coercion, and is to be interpreted as
an agreement between two parties of equal bargaining strength.  Both Employee and MCT agree that this
Agreement is clear and unambiguous as to its terms, and that no parol or other
evidence will be used or admitted to alter or explain the terms of this Agreement,
but that it will be interpreted based on the language within its four corners
in accordance with the purposes for which it is entered into.


 


12.                                 Successors
and Assigns.  This Agreement will
inure to the benefit of, and will be binding upon, MCT, its successors and
assigns and Employee and his heirs, successors and assigns; provided, however,
that, because this is an agreement for personal service, Employee cannot assign
any of his obligations under this Agreement to anyone else.  MCT may assign its obligations under this
Agreement to an MCT subsidiary; any assignment, however, will not relieve MCT
of any of its obligations hereunder except to the extent that they are actually
discharged by the subsidiary.  Whenever
this Agreement refers to MCT, that reference includes any of MCT’s subsidiaries
or divisions in existence at any time during which this Agreement governs the
conduct of Employee and MCT.


 


13.                                 Signing
this Agreement.  This Agreement may
be executed in counterparts, in which case each of the two counterparts will be
deemed to be an original and the final counterpart will be deemed to have been
executed at MCT’s corporate headquarters in St. Paul, Minnesota.


 


14.                                 Minnesota
Law Governs.  This Agreement has been
executed by MCT at MCT’s corporate headquarters and principal executives offices in St. Paul, Minnesota.  MCT and Employee agree that Employee’s
relationship with MCT is centered in St. Paul, Minnesota and that the weight of
Employee’s contacts with and obligations to MCT is also in St. Paul,
Minnesota.  Any questions or other
matters arising under this Agreement, whether of validity, interpretation,
performance or otherwise, will therefore be governed by and construed in
accordance with the laws of the State of Minnesota applicable to agreements
made and to be performed in Minnesota without regard to Minnesota’s choice of
law rules.


 





















 


BY
SIGNING THIS AGREEMENT, EMPLOYEE CERTIFIES THAT HE HAS: (A) RECEIVED A
COPY OF THIS AGREEMENT TO REVIEW AND STUDY BEFORE SIGNING IT; (B) READ
THIS AGREEMENT CAREFULLY BEFORE SIGNING IT; (C) HAD SUFFICIENT OPPORTUNITY
BEFORE SIGNING IT TO ASK ANY QUESTIONS ABOUT IT AND HAVE RECEIVED SATISFACTORY
ANSWERS TO ALL QUESTIONS; (D) HAD AN OPPORTUNITY TO DISCUSS IT WITH
EMPLOYEE’S OWN LEGAL COUNSEL AND TO BE ADVISED AS TO ITS TERMS AND EMPLOYEE’S
OBLIGATIONS AND RIGHTS UNDER IT, AND (E) GAINED AN UNDERSTANDING OF
EMPLOYEE’S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.


 


IN
WITNESS WHEREOF, the parties have caused the execution of this Agreement the
day and year first above written.


 


	
   

  	
  MCT:

  
	
   

  
	
  Dated:

  	
   

  	
  , 2004

  	
  MICRO
  COMPONENT TECHNOLOGY,

  
	
   

  	
  INC.

  
	
   

  
	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Its

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  , 2004

  	
  Jesse P.
  DeGenarro