EXHIBIT 10.1


 


AMENDMENT
TO EMPLOYMENT AGREEMENT


 


EFFECTIVE DATE:  May 5, 2005


 


PARTIES AND ADDRESSES:


 


	
  August Technology Corporation

  	
  (“Company”)

  
	
  4900 West 78th Street

  
	
  Bloomington, MN 55435

  
	
   

  
	
  David Klenk 

  	
  (“Employee”)

  
	
  9680 Laforet Drive

  
	
  Eden Prairie, MN 55347

  



 


WHEREAS, Company and Employee are parties to
an existing Employment Agreement (attached) signed by the parties on March 6,
2002 (hereinafter referred to as “Employment Agreement”); and


 


WHEREAS, Company and Employee desire to amend
certain portions of the Employment Agreement.


 


NOW, THEREFORE, Company and Employee agree
that, effective as of May 5, 2005, the following Amendment shall be made a
part of the Employment Agreement:


 


1.             The
final paragraph of Paragraph 8 of the Employment Agreement shall be deleted in
its entirety and replaced with the following:


 


Upon Employee’s resignation or termination
under this Paragraph 8 for any reason, August Technology shall pay
Employee his/her Base Salary through the Employee’s last date of employment,
and any accrued and unused vacation or other paid time off through the Employee’s
last date of employment.  Employee’s
entitlement to any vested pension, profit sharing or other benefits shall be
governed by applicable plan documents. 
In the event Employee’s employment is terminated either by Employee or August Technology
under Paragraph 8 (b), August Technology may elect, in its sole
discretion, to pay Employee his/her salary for the thirty (30) day notice
period in lieu of Employee’s continued performance of duties during the notice
period.  In the event Employee is
terminated by August Technology in accordance with Paragraph 8 (b), August Technology
shall, in addition to the above, pay Employee a severance at his/her then
current Base Salary rate, less withholdings, for the time period as set forth
in Exhibit A as “Severance Period,” to be paid as follows:


 


•      Six months of Base Salary to
be paid in a lump sum within five business days following the six-month
anniversary of Employee’s termination date.


 


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•      Six months of
Base Salary according to the normal payroll schedule beginning with the
first regularly scheduled payday following the six-month anniversary of
Employee’s termination date and ending six months later on or immediately after
the 12-month anniversary of Employee’s termination date, but in no event shall
payment be for less than the full amount totaling six full months of Base
Salary.


 


Additionally, in the event Employee is terminated by August Technology
in accordance with Paragraph 8 (b), August Technology shall, if the
Employee elects to continue group health or other group benefits as allowed by
COBRA, make the COBRA payments for a twelve-month period beginning with the
monthly COBRA premium due on the first of the month following the six-month
anniversary of Employee’s termination date. 
Employee shall not be entitled to any further or other payments or
benefits of any kind upon the Employee’s termination or resignation under this
Paragraph 8, except as provided under the Separation Agreement and
Release.  In the event Employee is
entitled to Change in Control benefits as set forth in Paragraph 9, Employee
shall not be entitled to any severance or notice rights under this Paragraph 8.


 


In the event Employee
dies before all payments under this Agreement have been made, the remaining
payments shall be made to Employee’s spouse, Julie Ann Klenk, or if she is no
longer living, then to Employee’s estate.


 


This Amendment shall be attached to and be a
part of the Employment Agreement between August Technology Corporation and
David Klenk signed by the parties on March 6, 2002.


 


Except as set forth herein, the Employment
Agreement shall remain in full force without modification.


 


In consideration of the mutual covenants
contained herein, the parties have executed this Amendment effective as of the
date and year above written.


 


	
   

  	
  AUGUST TECHNOLOGY CORPORATION

  
	
   

  	
   

  
	
   

  	
  /s/ Susan Peattie

  
	
   

  	
  Susan Peattie

  
	
   

  	
  Director, Human Resources

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
  /s/ David Klenk

  
	
   

  	
  David Klenk

  



 


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