## **EXHIBIT 10.0**

##  

**EMPLOYMENT AGREEMENT WITH JESSE P. DEGENNARO**

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THIS AGREEMENT is made and entered into as of this22nd day of September, 2005, by and between Micro Component Technology, Inc.,a Delaware corporation (“MCT”), and Jesse P. DeGenarro (“Employee”).

 

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

 

1.                                       Employment.  Commencing September 22, 2005, Employeeshall serve as the Vice President of Worldwide Sales for MCT, and shall assumeand 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 theperformance of his duties, and shall perform them promptly, diligently andprofessionally at all times.  Employeeshall 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 allapplicable laws and regulations, including federal securities laws and regulationsapplicable to officers of SEC reporting companies.  Employee shall work such hours as arereasonably assigned to him by MCT from time to time.

 

Employeeshall maintain in good standing any professional designations, credentials orlicenses which he now has, or shall hereafter obtain, and shall provide MCTwith documentary evidence that such are in good standing upon the reasonablerequest of MCT.

 

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

 

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

 

4.                                       Durationof Employment.  Employee’sat will employment with MCT shall continue until termination in the event ofany of the following:

 

(a)                                   Atany time upon thirty (30) days prior written notice from either party to theother;

 

(b)                                  Immediatelyupon the death of Employee;

 

(c)                                   Immediatelyupon the occurrence of a physical or mental disability which renders Employeeunable to perform the essential functions of his position after reasonableaccommodation;

 

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

 

(e)                                   Inthe 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 amajority of MCT’s outstanding stock by a single party or a group acting inconcert, Employee may terminate his Employment if such Change in Controlresults in Employee’s position being obsoleted or significantly reduced inscope and responsibilities.

 

5.                                       SeverancePay.  In the event of Employee’stermination of employment by MCT pursuant to a Change in Control under Section 4(e) andprovided Employee then agrees to enter into a release acceptable to MCT, MCTshall continue for a period of six (6) months to pay Employee his then-currentbase salary and MCT’s portion of the premiums for its standard employee groupmedical and dental insurance coverage provided Employee

 

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

 

6.                                       AvoidingConflict of Interest.  (a)  Atall times while Employee is employed by MCT and for six months after suchemployment shall terminate, Employee agrees not todirectly or indirectly:

 

(i) own, manage, operate, finance, advise, render servicesto, have an interest or future interest in or participate in the ownership,management, operation, financing or control of, or be employed by or connectedin 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 orentity other than MCT or an MCT subsidiary in soliciting for employment, hiringor offering employment to, any employee of MCT or an MCT subsidiary; or

 

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

 

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

 

b.              “CompetingBusiness” includes, but is not limited to any supplier of equipment automationsolutions for the: test; laser mark handling equipment; mark inspect;singulation; sort; and packing for shipment portions of the back-end of thesemiconductor manufacturing process in which Employee’s duties and functionswould be substantially similar to Employee’s duties and functions under thisAgreement and that is in material competition with MCT or an MCT subsidiary ordivision.

 

c.               Employeeagrees that the restrictions set forth above are reasonable, appropriate andenforceable because:

 

(i) MCT is a global provider of integrated automation solutions for the globalsemiconductor 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 tradesecret information to compete against similar businesses; this information, ifmisued or disclosed, could be very harmful to MCT’s business and itscompetitive position in the marketplace;

 

(iii) Employee’s position with MCT provides Employee with access to MCT’sconfidential and proprietary trade secret information, strategies and otherconfidential business information that would be of considerable value to aCompeting 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 todevelop and maintain business information for MCT’s exclusive ownership anduse;

 

(v) long-term customer and supplier relationships aredifficult 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 useany confidential information provided during employment by MCT or take anyother action that could

 

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

 

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

 

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

 

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

 

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

 

7.                                       Preservationof Confidential Information.  (a) Employee will not, at any time, directly or indirectly, use or disclose any ofMCT’s Confidential Information except as authorized and within the scope ofEmployee’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, computerdiskettes and tapes and anything else containing MCT’s ConfidentialInformation, including all copies thereof, as well as any other MCT property inEmployee’s possession, custody or control. Employee will also delete from Employee’s own computer or otherelectronic storage medium any of MCT’s proprietary or confidentialinformation.  Not later than 20 days afterEmployee’s employment is terminated, Employee will certify in writing to MCTthat Employee has complied with these obligations.

 

(c)  During Employee’s employment with MCT andthereafter, Employee will (i) notify and provide MCT immediately with thedetails of any unauthorized possession, use or knowledge of any of MCT’sConfidential Information, (ii) assist in preventing any reoccurrence ofthis possession, use or knowledge, and (iii) cooperate with MCT in anylitigation or other action to protect or retrieve MCT’s ConfidentialInformation.

 

(d)  “Confidential Information” means anynon-public information pertaining to MCT’s business.  Confidential Information includes informationdisclosed by MCT to Employee, and information developed or learned by Employeeduring the course of or as a result of Employee’s employment with MCT, whichEmployee also agrees is MCT’s property.  Employee further agrees that any item ofintellectual or artistic property generated or prepared by Employee,individually or with others, in connection with Employee’s employment by MCT isMCT’s sole property and shall remain so unless MCT otherwise specificallyaggress in writing.  ConfidentialInformation includes, without limitation, information and documents concerningMCT’s processes; suppliers (including MCT’s terms conditions and other businessarrangements with suppliers); supplier and customer lists; advertising andmarketing plans and strategies; profit margins; goals; objectives andprojections; compilations; analyses and projections regarding MCT’s divisions;products segments; product lines; suppliers; sales and expenses; files; tradesecrets and patent applications (prior to their being public); salary, staffingand employment information (including about performance of other executives);and “know-how,” techniques or any technical information not of a publishednature relating, for example, to how MCT conducts its business.

 

(e)  Employee agrees that Employee will notdisclose to MCT or use, or induce MCT to use, any proprietary information,trade secret or confidential business information of any other person orentity, including any previous employer of Employee’s.  Employee also represents that Employee hasreturned all property, proprietary information, trade secret and confidentialbusiness information belonging to any prior employer.

 

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8.                                       AutomaticAmendment and Interim Enforcement.  (a) Ifthere is a determination that, but for the provisions of this Paragraph 8, anypart of this Agreement is illegal, void as against public policy or otherwiseunenforceable, then the relevant part will automatically be amended to theextent necessary to make it sufficiently narrow in scope, time and geographicarea to be legally enforceable.  Allother terms will remain in full force and effect.

 

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

 

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

 

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

 

10.                                 EntireUnderstanding.  The entireunderstanding and agreement between Employee and MCT has been incorporated intothis Agreement, and this Agreement supersedes any other agreements andunderstandings between Employee and MCT with respect to Employee’s employmentby MCT.  There are no other promises,representations, understandings or inducements other than those specificallyset forth in this Agreement.  ThisAgreement may not be altered, amended or added to except in a single writingsigned by both Employee and MCT.

 

11.                                 Arm’sLength.  This Agreement was enteredinto at arm’s length, without duress or coercion, and is to be interpreted asan agreement between two parties of equal bargaining strength.  Both Employee and MCT agree that thisAgreement is clear and unambiguous as to its terms, and that no parol or otherevidence 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 cornersin accordance with the purposes for which it is entered into.

 

12.                                 Successorsand Assigns.  This Agreement willinure to the benefit of, and will be binding upon, MCT, its successors andassigns and Employee and his heirs, successors and assigns; provided, however,that, because this is an agreement for personal service, Employee cannot assignany of his obligations under this Agreement to anyone else.  MCT may assign its obligations under thisAgreement to an MCT subsidiary; any assignment, however, will not relieve MCTof any of its obligations hereunder except to the extent that they are actuallydischarged by the subsidiary.  Wheneverthis Agreement refers to MCT, that reference includes any of MCT’s subsidiariesor divisions in existence at any time during which this Agreement governs theconduct of Employee and MCT.

 

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

 

14.                                 MinnesotaLaw Governs.  This Agreement has beenexecuted by MCT at MCT’s corporate headquarters and principal executives offices in St. Paul, Minnesota.  MCT and Employee agree that Employee’srelationship with MCT is centered in St. Paul, Minnesota and that the weight ofEmployee’s contacts with and obligations to MCT is also in St. Paul,Minnesota.  Any questions or othermatters arising under this Agreement, whether of validity, interpretation,performance or otherwise, will therefore be governed by and construed inaccordance with the laws of the State of Minnesota applicable to agreementsmade and to be performed in Minnesota without regard to Minnesota’s choice oflaw rules.

 

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BYSIGNING THIS AGREEMENT, EMPLOYEE CERTIFIES THAT HE HAS: (A) RECEIVED ACOPY OF THIS AGREEMENT TO REVIEW AND STUDY BEFORE SIGNING IT; (B) READTHIS AGREEMENT CAREFULLY BEFORE SIGNING IT; (C) HAD SUFFICIENT OPPORTUNITYBEFORE SIGNING IT TO ASK ANY QUESTIONS ABOUT IT AND HAVE RECEIVED SATISFACTORYANSWERS TO ALL QUESTIONS; (D) HAD AN OPPORTUNITY TO DISCUSS IT WITHEMPLOYEE’S OWN LEGAL COUNSEL AND TO BE ADVISED AS TO ITS TERMS AND EMPLOYEE’SOBLIGATIONS AND RIGHTS UNDER IT, AND (E) GAINED AN UNDERSTANDING OFEMPLOYEE’S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.

 

INWITNESS WHEREOF, the parties have caused the execution of this Agreement theday and year first above written.

 
|   | **MCT:**      |
|--------|---------------|
|   |
| Dated: |          | , 2004 | MICRO  COMPONENT TECHNOLOGY, |
|   | INC.          |
|   |
|   |
|   | By            |   |   |
|   | Its           |   |   |
|   |
|   |
|   | **EMPLOYEE:** |
|   |
|   |          |   |
| Dated: |          | , 2004 | Jesse P.  DeGenarro |
|        |               |  |  |  |  |  |  |  |  |

 

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