EXHIBIT 10.45

EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is entered into as of November 1, 2001, by and amongMETRON TECHNOLOGY
N.V., a limited liability company organized under the laws of the Netherlands ("MTNV"),METRON TECHNOLOGY CORPORATION, a
California corporation ("Employer"), andDENNIS RICCIO("Executive"), a California resident.

RECITALS

Employer desires to employ Executive on the terms and conditions set forth herein;

Executive
desires to accept such employment with Employer pursuant to the terms and conditions of this Agreement; and

MTNV
intends to confirm the appointment of Executive as a Managing Director A;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1.    EFFECTIVE TIME; EMPLOYMENT AND SERVICE

1.1    Effective Time.This Agreement is to be effective as of November 1, 2001 (the "Effective Time") and
shall continue in effect until Executive's employment terminates pursuant to the provisions of Section 3 herein.

1.2    Employment with Employer.Employer agrees that it will employ Executive as its Presidentor in such other capacity as determined by Employer's Officers to whom the Executive reports or Employer's Supervisory Board of Directors.
MTNV agrees that it has elected Executive as a member of the Board of Directors of Employer.

1.3    Appointment with MTNV.In view of Executive's employment with Employer, and his intended appointment as a
Class A (or similar description) Managing Director by resolution of the General Meeting of Shareholders of MTNV, the parties now wish to confirm the terms and conditions of his service as a
Managing Director as provided herein. The term of Executive's appointment as a Managing Director of MTNV shall be determined by the General Meeting of Shareholders of MTNV. To the extent permitted
under Dutch corporate law, as Managing Director of MTNV, Executive shall perform such duties and responsibilities as may be determined from time to time by MTNV's General Meeting of Shareholders or
MTNV's Supervisory Board (the "MTNV Supervisory Board"), as the case may be.

1.4    Responsibilities for Employer.During the term of this Agreement, Executive shall have such responsibilities
as may be assigned to him by Employer's Officers to whom the Executive reports, or Employer's Supervisory or Managing Board of Directors. Executive's duties shall be performed at Employer's
Burlingame, California office or at such other location as Employer and Executive mutually agree; provided, however, that, in the performance of his duties, Executive shall be required to travel at
such times and to such places as Employer or MTNV may reasonably request from time to time.

1.5    Exclusive Services.Executive agrees to devote his full time, attention and energy to performing his duties
and responsibilities to Employer and MTNV. Executive further agrees that he will not engage in any business activity in competition with Employer or MTNV nor make preparations to do so, and agrees not
to engage in any outside employment or consulting without written authorization from MTNV's Supervisory Board. The foregoing, however, shall not preclude Executive from engaging in the following
activities, provided that they do not unreasonably interfere or conflict with Executive's responsibilities to Employer and MTNV: (1) engaging in appropriate civic, charitable or religious
activities; (2) devoting a reasonable amount of time to private investments; (3) serving on the boards of

1

---

directors of nonprofit entities; or (4) serving on the Board of Directors of a for-profit entity with the prior written consent of Employer's Chief Executive Officer.

2.    COMPENSATION, BENEFITS AND PERQUISITES

2.1    Base Salary.During the period this Agreement is in effect, Employer shall pay Executive an annual base
salary of$280,000less standard deductions and withholdings. MTNV, acting through the MTNV Supervisory Board or its Compensation Committee, as the case
may be, shall review Executive's base salary at least annually and may in its sole discretion increase (but not decrease, unless such decrease is done on an equitable pro-rata basis for
all Employer's executives, including its CEO) such salary to reflect performance, appropriate industry data and other factors. Employer and MTNV shall not be obligated to provide any such salary
increases.

2.2    Bonuses.



2.3    Vacations.Executive shall accrue three weeks of annual vacation with full pay in accordance with the
policies applicable to executive employees of Employer who are located in the United States. Executive may accrue up to a maximum of 30 days vacation, at which point further accrual stops until
accrued vacation is used, unless otherwise agreed to in writing between Executive and Employer.

2.4    Employee Benefits.Executive shall be entitled to participate in Employer's benefits and perquisites in
accordance with Employer's policies which it now or in the future makes generally available to all of its executives. Executive shall pay any contributions which are generally required of its
executives to receive any such benefits. Such perquisites may include but not necessarily be limited

2

---

to, use of and reimbursement for cellular/car phone, professional organizational dues and professional developmental seminars. It is anticipated that the MTNV Supervisory Board will annually review
Executive's benefits package and may, in its discretion, increase (but not decrease unless such decrease is done on an equitable pro rata basis for Employer's executives including its CEO) such
perquisites.

2.5    Expenses.During the term of his employment hereunder, Executive shall be entitled to receive prompt
reimbursement from Employer or MTNV (in accordance with their policies and procedures for executive employees and on submission of written documentation of such expenses suitable to Employer or MTNV)
for all reasonable travel and other expenses incurred by Executive in connection with his services hereunder. For airline flights of four hours or more in duration, Executive is entitled to fly
business class and be reimbursed for such expenses. Executive will make reasonable efforts to use frequent flyer benefits derived from business travel on Employer's behalf to upgrade from coach class
to business class when feasible. Employer reserves the right to require Executive to fly coach class (regardless of trip length or duration) in any quarter in which MTNV reasonably expects to report a
net loss, provide that such a requirement is generally applicable to all of Employer's executives.

2.6    Housing Assistance.Employer shall provide a guaranty of a loan to be obtained by Executive from a bank or
other financial institution up to a maximum guaranty amount of $800,000. This loan shall be secured by a standard first deed of trust on Executive's principal private residence, which Executive
represents has a fair market value of not less than $1,600,000. Metron agrees to enter into guaranty documentation with the lender containing terms and conditions satisfactory to both the lender and
Metron.

2.7    Monthly Signing Bonus.In order to assist Executive with certain housing expenses, Employer shall provide
Executive a bonus payment of $2,450, less required withholdings, per month for each full month between the Effective Time and July 31, 2004 that Executive provides full-time
services to Employer. If Executive's employment terminates for any reason, he shall not be entitled to receive any monthly signing bonus amounts after the termination date. If earned, each such bonus
amount will be included in the paycheck provided to Executive at the end of the month. The total bonus provided hereunder shall not exceed $80,850.

2.8    Indemnification.



3

---



3.    TERMINATION OF EXECUTIVE'S EMPLOYMENT

3.1    Termination of Employment.Executive's employment by Employer under this Agreement may be terminated by
Employer or Executive at any time, with or without cause. Executive's appointment as a Managing Director of MTNV may be terminated by the General Meeting of

4

---

Shareholders of MTNV as permitted by the Articles of Association of MTNV and Netherlands law. Executive agrees to give ninety (90) days' written notice if he intends to resign without Good
Reason.

3.2    Severance Benefits Upon Termination By Employer Without Cause, Upon Resignation By Executive for Good Reason or
Disability.If this Agreement is: (1) terminated by Employer without Cause; or (2) terminated by the Executive for Good Reason; or
(3) terminated by Employer as a result of Executive's Disability; and if Executive provides the Company with a signed general release of all claims, a form of which is set forth in
Exhibit A, Employer shall provide Executive with the following severance benefits only:



3.3    No Benefits If Terminated By Employer For Cause, Upon Resignation By Employee Without Good Reason, Or Upon
Death.If Executive's employment is terminated for Cause by Employer, or if Executive resigns without Good Reason, or if this Agreement is terminated by
Executive's death, Executive shall not be entitled to receive any severance benefits whatsoever, provided, however, that in the event of Employee's death, his estate shall be entitled to the
pro-rata bonus as specified in Section 2.2(c) herein.

3.4    Definitions.



5

---



3.5    Merger, Transfer of Assets or Dissolution.This Agreement shall not be terminated by a voluntary or
involuntary dissolution of Employer or MTNV or the transfer of all or substantially all the stock or assets of Employer or MTNV or the merger of Employer or MTNV with or into another entity.

4.    CONFIDENTIALITY AND TRADE SECRETS

4.1    Proprietary Informations and Inventions Agreement.Executive agrees to abide by all of Employer's policies
and procedures and further agrees to sign and abide by the terms of Employer's Proprietary Information and Inventions Agreement, attached hereto as Exhibit B.

4.2    Nonsolicitation Obligations.Executive agrees that for two (2) years following the termination of his
employment, he will not, either directly or through others, solicit, attempt to solicit, or induce any employee, consultant or independent contractor of Employer or MTNV to terminate his or her
relationship with these entities in order to become an employee, consultant or independent contractor to or for any other person or business entity.Executive also agrees that in order to protect MTNV and Employer's confidential and proprietary information, for two (2) years following the termination of his employment, he will not, either
directly or through others, render services to, contract with, or attempt to solicit business from any principal, customer or prospective customer of Employer or MTNV for products or services offered
by Employer or MTNV at the time of Executive's termination of employment.

4.3    Scope of Restrictions.If the scope of the restrictions in this section are determined by a court of
competent jurisdiction to be too broad to permit enforcement of such restrictions to their full extent, then such restrictions shall be construed or rewritten ("Blue-lined") so as to be
enforceable to the maximum extent permitted by law, and Executive hereby consents, to the extent he may lawfully do so, to the judicial modification of the scope of such restrictions in any proceeding
brought to enforce them.

5.    MISCELLANEOUS

5.1    Amendment.This Agreement may be amended only in writing signed by each of the parties.

5.2    Entire Agreement.This Agreement contains the entire agreement between the parties with respect to its
subject matter and supersedes all prior agreements and understandings, oral or written, between the parties; all prior agreements regarding the subject matter of this Agreement are hereby terminated,
including the offer letter provided to Executive on or about August 2, 2001.

6

---

5.3    No Assignment by Executive.Executive acknowledges that the services to be rendered by him are unique and
personal. Accordingly, Executive may not delegate or assign any of his obligations under this Agreement.

5.4    Successors and Assigns.Subject to Section 5.3, the provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto, any successor to or assign of Employer or MTNV, and upon Executive's heirs and the personal representative of Executive or Executive's estate.

5.5    Notices.Any notice or other communication required or permitted hereunder shall be sufficient if given in
writing, (i) by hand-delivery, (ii) by express courier, (iii) by first class mail, certified or registered with return receipt requested or (iv) by facsimile
transmission with written confirmation sent the same day by first class mail, certified or registered with return receipt requested, which shall be addressed as follows (or to such other address as a
party may specify by notice duly given in accordance with this Section 5.5):



Any
notice so sent shall be deemed effectively made on the day of actual delivery to the recipient (if by hand or express courier), on the fifth business day following mailing (if by airmail) or on
the next business day following transmission (if by telefax with written confirmation).

5.6    Waiver of Breach.Any waiver by either party of compliance with any provision of this Agreement by the other
party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement. No waiver by MTNV shall be
valid unless in writing and signed by the Chairman of the MTNV Supervisory Board.

5.7    Severability.If any one or more of the provisions (or portions thereof) of this Agreement shall for any
reason be held by a final determination of a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions (or portions of the provisions) of this Agreement, and the invalid, illegal or

7

---

unenforceable provisions shall be deemed replaced by a provision that is valid, legal and enforceable and that comes closest to expressing the intention of the parties hereto.

5.8    Governing Law.This Agreement shall be interpreted and enforced in accordance with the laws of the State of
California, without giving effect to conflict of law principles. Executive hereby expressly agrees that the intention of the parties is that Executive will remain a resident of California and will
perform all or substantially all of his services as an employee of Employer hereunder and as a Managing Director of MTNV in and from the United States and not The Netherlands. Accordingly, the parties
hereby expressly exclude application of Netherlands law to this Agreement, including in particular but without limitation all Netherlands laws regarding employment, termination of employment and
employee benefits. Executive hereby irrevocably consents to such exclusion and waives any and all claims or causes of action that he might otherwise assert against MTNV, its subsidiaries, officers,
directors and shareholders based on, or arising out of, any provision of Netherlands law.

5.9    Dispute Resolution.Unless otherwise prohibited by law, all disputes, claims, and causes of action
(including but not limited to any claims of statutory discrimination of any type), in law or equity, arising from or relating to this Agreement or its enforcement, performance, breach, or
interpretation, or to Executive's employment with Employer or service with MTNV, or the termination of that employment or service, shall be resolved solely and exclusively by final, binding and
confidential arbitration through Judicial Arbitration & Mediation Services/Endispute, Inc. ("JAMS") under the then existing JAMS employment arbitration rules. Employer shall be
responsible for paying any and all fees and costs necessary to initiate such arbitration proceedings, subject to final apportionment by the Arbitrator. Executive understands and agrees that this
provision waives his right to a jury trial on these claims. This arbitration shall be held in the San Francisco Bay Area. Nothing in this section is intended to prevent either party from obtaining
injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.

5.10    Attorneys' Fees.In the event of litigation between Executive and Employer arising under Section 5.9
herein the prevailing party shall be entitled to reimbursement from the non-prevailing party for its reasonable attorneys' fees and costs of suit in addition to such other relief as may be
granted.

5.11    Headings.The headings of articles and sections herein are included solely for convenience and reference
and shall not control the meaning or interpretation of any of the provisions of this Agreement.

5.12    Counterparts.This Agreement may be executed by either of the parties hereto in counterparts, each of which
shall be deemed to be an original, but all such counterparts shall constitute a single instrument.

8

---

IN
WITNESS WHEREOF, the parties have executed this Agreement effective as of the date set forth above.

| |  | METRON TECHNOLOGY B.V.        
| |  | ------------------------------
| |  | By:                           
| |  | METRON TECHNOLOGY CORPORATION 
| |  | By:                           
| |  | EXECUTIVE                     
| |  | /s/ Dennis RiccioDennis Riccio

9

---



EXHIBIT A  EMPLOYEE AGREEMENT AND RELEASE

I hereby release, acquit and forever discharge Metron Technology Corporation, its parents and subsidiaries (including Metron Technology B.V. ("MTNV"), and its and
their officers, directors, agents, servants, employees, attorneys, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs,
expenses, attorneys' fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising
out of or in any way related directly or indirectly to employment with Metron Technology Corporation or service with MTNV or the termination of that employment or service, including any agreements,
events, acts or conduct at any time prior to and including the execution date of this release, including but not limited to: claims or demands related to salary, bonuses, commissions, stock, stock
options, or any other ownership interests in Metron Technology Corporation or MTNV, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims
pursuant to any federal, state or local law, statute, or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Americans with Disabilities Act of
1990; the federal Age Discrimination in Employment Act of 1967, as amended ("ADEA"); the California Fair Employment and Housing Act, as amended; tort law; contract law; wrongful discharge;
discrimination; harassment; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing.

I
acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA, as amended. I also acknowledge that the consideration given for the waiver
and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the
ADEA, that: (a) my waiver and release do not apply to any rights or claims that may arise after the execution date of this release; (b) I have been advised hereby that I have the right
to consult with an attorney prior to executing this release; (c) I have twenty-one (21) days to consider this release (although I may choose to voluntarily execute this
release earlier); (d) I have seven (7) days following the execution of this release by the parties to revoke the release; and (e) this release shall not be effective until the
date upon which the revocation period has expired, which shall be the eighth day after the release is executed by me, provided that Metron Technology Corporation has also executed the release by that
date ("Effective Date").

In
giving this release, which includes claims which may be unknown to me at present, I acknowledge that I have read and understand Section 1542 of the California Civil Code which
reads as follows:"A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his
settlement with the debtor."I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect
to my release of the claims released herein.

The
parties hereto have caused this release to be executed and delivered as of this 13th day of August, 2001.

| |  | METRON TECHNOLOGY CORPORATION:
| |  | ------------------------------
| |  | By:                           
| |  | Name:                         
| |  | Title:                        
| |  | EXECUTIVE: Dennis Riccio      
| |  | /s/ Dennis Riccio             
| |  |                               

10

---

QuickLinks