**EXHIBIT 10.0**

 

**RESIGNATION AGREEMENTAND RELEASE**

 

THIS AGREEMENTis made and entered into by and between Micro Component Technology, Inc.(“MCT”), and Dennis Nelson (“Nelson”).

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Inconsideration of the mutual terms and conditions contained herein, the partieshereby agree as follows:

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1.Resignation.  Nelson hereby resigns asan officer and employee of MCT, effective June 30, 2004.  Nelson shall receive his full salary andbenefits, including commissions, through June 30, 2004.

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**2. Severance Benefits.  Nelson shall continue to receive his currentsalary and health and dental insurance benefits through September 30, 2004,provided he does not rescind his release under Section 5, and provided he doesnot commence employment with any competitor of the Company prior toSeptember 30, 2004.  Beginning onhis resignation date, he shall also have all rights of a former employee underMCT’s benefit plans and stock option plan. If he elects COBRA continuation of health and dental insurance benefits,the continuation period shall commence July 1, 2004.**

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**3. Consulting.  Beginning July 1, 2004, and continuingthrough September 30, 2004, Nelson shall provide consulting services to MCT, atreasonable times, and on reasonable advance notice, relating to sales andmarketing of MCT’s products, and MCT’s transition to a new sales and marketingofficer.  Nelson shall use his bestefforts in the performance of such services.**

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**4. Nonsolicitation.  Beginning July 1, 2004, and continuingthrough June 30, 2005, Nelson shall not, directly or indirectly, either on hisown behalf or on behalf of another, anywhere in the world: (a) sell, solicit oroffer to sell semiconductor strip test handlers, strip based laser markingmodules or wafer scale packaging handlers to any individual or entity who is acustomer of MCT as of the date of this Agreement, or who was a customer duringthe 12 months prior to this Agreement, or (b) recruit or attempt to hire anyperson who is then an employee of MCT. Nelson agrees that money damages would not be an adequate remedy to MCTfor breach of this provision and agrees that in the event of such breach, MCTis entitled to seek additional judicial relief, including, but not limited to,a restraining order, injunction, and an accounting.  Nelson also agrees to pay all costs of MCT, including reasonableattorney’s fees, incurred in securing enforcement of the foregoingprovision.  Nelson also agrees that if acourt finds any part of this provision to be unenforceable, such finding shallnot affect the enforceability of the remaining part, and the court may modifythe offending part so as to make it enforceable.**

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**5. Release by Nelson.  Nelson hereby releases MCT, and MCT’spresent and past officers, directors, shareholders, employees, and agents, fromany and all claims, demands, charges, complaints, causes of action, debts,liabilities or obligations (“Claims”), of any kind or nature, known or unknown,arising out of his employment and termination of employment and any other**

 

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**actions, conduct, decisions, behavior or eventsoccurring up to and including the date hereof, including, without limiting thegenerality of the foregoing, all Claims under Title VII of the Civil Rights Actof 1964; the Minnesota Human Rights Act; the California Fair Employment andHousing Act, the Americans with Disabilities Act; the Equal Pay Act; the AgeDiscrimination in Employment Act, the Rehabilitation Act of 1973; any otherfederal, state or local statute or regulation regarding employment ordiscrimination in employment or termination of employment; or any theory oflibel, slander or defamation, breach of the covenant of good faith and fairdealing, breach of contract, wrongful discharge, detrimental reliance,intentional infliction of emotional distress, attorney’s fees, tort or otherwise;except for any Claims arising under this Agreement.  As part of this Release, Nelson agrees not to commence orparticipate in any type of lawsuit or proceeding against any released partyinvolving any released Claims.**

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Nelsonunderstands that he may rescind the release of his claims under the MinnesotaHuman Rights Act within 15 calendar days after his execution of this Agreement,and/or under the Age Discrimination in Employment Act within seven days afterhis execution of the Agreement, by hand-delivering or mailing to Roger E. Gowera written notice stating his intention to rescind.  If mailed, such notice must be (a) postmarked within the 15-dayor seven day period, (b) properly addressed to2340 West County Road C, St. Paul, Minnesota 55113, and (c) sent bycertified mail, return receipt requested.

 

**Nelson acknowledges that he hasread this Release carefully, that he understands it fully, that he is nowsigning it knowingly and voluntarily, that he has been advised to consult withan attorney, and that he has been given 21 days to consider it.**

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**Rescission by Nelson of hisRelease shall terminate MCT’s obligation to provide severance benefits underSection 2, but all other provisions of this Agreement shall continue in effect.**

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**Nelson expressly waives andrelinquishes all rights and benefits afforded by Section 1542 of the Civil Codeof the State of California, and does so understanding and acknowledging thesignificance and consequence of such specific waiver of Section 1542.  Section 1542 of the Civil Code of the Stateof California states as follows:**

 

**A general release does not extendto claims which the creditor does not know or suspect to exist in his favor atthe time of executing the release, which if known by him must have materiallyaffected his settlement with the debtor.**

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**6. Prior Agreements.  All prior agreements between the partiesshall terminate effective June 30, 2004, except that the prior EmployeeAgreement between the parties shall continue in effect according to its terms,except as specifically modified hereby.**

 

**7**. Return of MCT Property.  Nelson shall return all designated propertyof MCT, including all copies of MCT documents and information in whatever form.

 

**8. Confidentiality.  Nelson and MCT agree to keep the terms andconditions of this Agreement confidential and not disclose them to any personother than his or its spouse, tax**

 

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**advisors, or attorneys, or as required by law,except that Nelson will disclose to prospective employers his obligations underthe Employee Agreement and under this Agreement.**

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**9. Non-Disparagement.  Both parties agree not to disparage oneanother or make any negative or defamatory statements about each other.**

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**10. Interpretation.  This Agreement constitutes the entireagreement between the parties and supersedes any prior oral or writtenagreements between the parties on the same subject matter, except for theEmployee Agreement which continues in full force and effect.  This Agreement can only be modified in awriting signed by both parties.  This Agreementshall be interpreted in accordance with the laws of the State ofMinnesota.  This Agreement shall bebinding upon, and inure to the benefit of, the heirs, representatives,successors and assigns of the parties. In the event that any provision of this Agreement is determined to beunenforceable, the remaining provisions shall continue in full force andeffect.**

 

 
| Dated: June  22, 2004                       |
|---------------------------------------------|
| MICRO  COMPONENT TECHNOLOGY, INC.           |
|                                        |
|                                        |
| By:                                         | /s/ Roger E  Gower |   |
| Its:  President and Chief Executive Officer |
|                                        |
|                                        |
| Dated: June  22, 2004                       |
| /s/Dennis  Nelson                           |   |
|                                             |  |  |  |

 

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