Common use of Employment by the Company Clause in Contracts

Employment by the Company. 1.1 This Agreement shall be in effect commencing on the Effective Date and ending on the later of (i) the date when Executive ceases to be employed by the Company for any reason or (ii) the date when all obligations of the parties under this Agreement have been met. 1.2 The Company and Executive each agree and acknowledge that Executive is employed by the Company as an “at-will” employee and that either Executive or the Company has the right at any time to terminate Executive’s employment with the Company, with or without cause or advance notice, for any reason or for no reason. This Agreement does not constitute a contract of employment or impose on Executive any obligation to remain as an employee or impose on the Company any obligation (i) to retain Executive as an employee, (ii) to change the status of Executive as an at-will employee or (iii) to change the Company’s policies regarding termination of employment. In this Agreement, the Company and Executive wish to set forth the compensation and benefits that Executive shall be entitled to receive in the event that Executive’s employment with the Company terminates under the circumstances described in Article II or III. 1.3 The duties and obligations of the Company to Executive under this Agreement shall be in consideration for Executive’s past services to the Company, Executive’s continued employment with the Company, Executive’s compliance with the obligations described in Section 5.4, and Executive’s execution of the general waiver and release described in Section 5.5. The Company and Executive agree that Executive’s compliance with the obligations described in Section 5.4 and Executive’s execution of the general waiver and release described in Section 5.5 are preconditions to Executive’s entitlement to the receipt of benefits under this Agreement and that these benefits shall not be earned unless all such conditions have been satisfied through the scheduled date of payment. The Company hereby declares that it has relied upon Executive’s commitments under this Agreement to comply with the requirements of Article V and would not have been induced to enter into this Agreement or to execute this Agreement in the absence of such commitments.

Employment by the Company. 1.1 Executive is currently employed as an executive of Elantec and, after and subject to the closing of the Merger, will be employed as an Executive of the Company. 1.2 This Agreement shall be in effect commencing on deemed effective at the Effective Date and ending on Time (as defined in the later of (iMerger Agreement) the date when Executive ceases to be employed by the Company for any reason or (ii) the date when all obligations of the parties under this Agreement have been met. 1.2 The Company Merger and Executive each agree shall remain in full force and acknowledge that effect so long as Executive is employed by the Company or its subsidiaries; provided, however, that the rights and obligations of the parties hereto contained in Articles II through VII shall survive Two and One Half (2-1/2) years following a Covered Termination (as an “at-will” employee and that either Executive or hereinafter defined). Notwithstanding the Company has foregoing, if the right at any time to terminate Executive’s employment with Closing (as defined in the Company, with or without cause or advance notice, for any reason or for no reason. This Agreement Merger Agreement) of the Merger does not constitute a contract of employment occur and the Merger Agreement is terminated, this Agreement shall have no force or impose on Executive any obligation to remain as an employee or impose on the Company any obligation (i) to retain Executive as an employee, (ii) to change the status of Executive as an at-will employee or (iii) to change the Company’s policies regarding termination of employment. In this Agreement, the effect and shall be void ab initio. 1.3 The Company and Executive wish to set forth the compensation and benefits that which Executive shall be entitled to receive in connection with the event that Merger or if Executive’s employment with the Company terminates following the Merger or a Change in Control under the circumstances described in Article II or IIIof this Agreement. 1.3 1.4 The duties and obligations of the Company to Executive under this Agreement shall be in consideration for Executive’s past services to the CompanyElantec, Executive’s continued employment with the Company, Executive’s compliance with the obligations described in Section 5.4, Company and Executive’s execution of the general waiver and release described in Section 5.53.2. 1.5 Executive acknowledges and agrees that this Agreement supersedes Executive’s prior Executive Change in Control Severance Benefits Agreement dated February 13, 2001, by and between Executive and Elantec (the “Prior Agreement”). The Company Prior Agreement shall terminate and be of no further force or effect concurrently with (and shall be deemed to be terminated immediately prior to) the Effective Time of the Merger, and Executive agree waives any rights or benefits that would be payable under the Prior Agreement and forever releases and discharges the Company, Elantec and each of their affiliates from any obligations or liabilities relating to the Prior Agreement. Executive’s compliance rights and benefits with respect to the obligations described in Section 5.4 and Executive’s execution subject matter of the general waiver Prior Agreement shall be exclusively governed by the terms and release described in Section 5.5 are preconditions to Executive’s entitlement to the receipt conditions of benefits under this Agreement and that these benefits shall not be earned unless all such conditions have been satisfied through the scheduled date of payment. The Company hereby declares that it has relied upon Executive’s commitments under this Agreement to comply with the requirements of Article V and would not have been induced to enter into this Agreement or to execute this Agreement in the absence of such commitmentsAgreement.

Employment by the Company. 1.1 Executive is currently employed as Senior Vice President of Agilent Technologies, Inc. and President of the Electronics Products Solutions Group (“EPSG”) of the Company. 1.2 This Agreement shall be remain in full force and effect commencing on the Effective Date so long as Executive is employed by Company; provided, however, that the rights and ending on obligations of the later parties hereto contained in Articles III through VIII shall survive any termination for the longer of (i) twenty-four (24) months following a Termination Event (as hereinafter defined) (the date when Executive ceases to be employed by the Company for any reason “Term”) or (ii) the date when all obligations of the parties under such longer period provided for in this Agreement have been metAgreement. 1.2 1.3 The Company and Executive each agree and acknowledge that Executive is employed by the Company as an “at-will” employee will”employee and that either Executive or the Company has the right at any time to terminate Executive’s employment with the Company, with or without cause or advance notice, for any reason or for no reason. This Agreement does not constitute a contract of employment or impose on Executive any obligation to remain as an employee or impose on the Company any obligation (i) to retain Executive as an employee, (ii) to change the status of Executive as an at-will employee or (iii) to change the Company’s policies regarding termination of employment. In this Agreement, the The Company and Executive wish to set forth the compensation and benefits that which Executive shall be entitled to receive in the event that Executive’s employment with the Company terminates under the circumstances described in Article II or IIIof this Agreement. 1.3 1.4 The duties and obligations of the Company to Executive under this Agreement shall be in consideration for Executive’s past services to the Company, Executive’s continued employment with the Company, Executive’s compliance with the obligations described in Section 5.44.2, and Executive’s execution of the general waiver and release described in Section 5.54.3. The Company and Executive agree that Executive’s compliance with the obligations described in Section 5.4 4.2 and Executive’s execution of the general waiver and release described in Section 5.5 4.3 are preconditions to Executive’s entitlement to the receipt of benefits under this Agreement and that these benefits shall not be earned unless all such conditions have been satisfied through the scheduled date of payment. The Company hereby declares that it has relied upon Executive’s commitments under this Agreement to comply with the requirements of Article V IV, and would not have been induced to enter into this Agreement or to execute this Agreement in the absence of such commitments.

Employment by the Company. 1.1 Executive is currently Chairman Emeritus of the Company and shall retire from employment with the Company no later than October 31, 2005. 1.2 This Agreement shall be remain in full force and effect commencing on the Effective Date so long as Executive is employed by Company; provided, however, that the rights and ending on obligations of the later parties hereto contained in Articles III through VIII shall survive any termination for the longer of (i) twenty-four (24) months following a Termination Event (as hereinafter defined) (the date when Executive ceases to be employed by the Company for any reason “Term”) or (ii) the date when all obligations of the parties under such longer period provided for in this Agreement have been metAgreement. 1.2 1.3 The Company and Executive each agree and acknowledge that Executive is employed by the Company as an “at-will” employee and that either Executive or the Company has the right at any time to terminate Executive’s employment with the Company, with or without cause or advance notice, for any reason or for no reason. This Agreement does not constitute a contract of employment or impose on Executive any obligation to remain as an employee or impose on the Company any obligation (i) to retain Executive as an employee, (ii) to change the status of Executive as an at-will employee or (iii) to change the Company’s policies regarding termination of employment. In this Agreement, the The Company and Executive wish to set forth the compensation and benefits that which Executive shall be entitled to receive in the event that Executive’s employment with the Company terminates under the circumstances described in Article II or IIIof this Agreement. 1.3 1.4 The duties and obligations of the Company to Executive under this Agreement shall be in consideration for Executive’s past services to the Company, Executive’s continued employment with the Company, Executive’s compliance with the obligations described in Section 5.44.2, and Executive’s execution of the general waiver and release described in Section 5.54.3. The Company and Executive agree that Executive’s compliance with the obligations described in Section 5.4 4.2 and Executive’s execution of the general waiver and release described in Section 5.5 4.3 are preconditions to Executive’s entitlement to the receipt of benefits under this Agreement and that these benefits shall not be earned unless all such conditions have been satisfied through the scheduled date of payment. The Company hereby declares that it has relied upon Executive’s commitments under this Agreement to comply with the requirements of Article V IV, and would not have been induced to enter into this Agreement or to execute this Agreement in the absence of such commitments.

Employment by the Company. 1.1 Executive is currently employed as President and Chief Executive Officer of the Company. 1.2 This Agreement shall be remain in full force and effect commencing on the Effective Date so long as Executive is employed by Company as Chief Executive Officer; provided, however, that the rights and ending on obligations of the later parties hereto contained in Articles III through VIII shall survive any termination for the longer of (i) thirty-six (36) months following a Termination Event (as hereinafter defined) (the date when Executive ceases to be employed by the Company for any reason “Term”) or (ii) the date when all obligations of the parties under such longer period provided for in this Agreement have been metAgreement. 1.2 1.3 The Company and Executive each agree and acknowledge that Executive is employed by the Company as an “at-will” employee and that either Executive or the Company has the right at any time to terminate Executive’s employment with the Company, with or without cause or advance notice, for any reason or for no reason. This Agreement does not constitute a contract of employment or impose on Executive any obligation to remain as an employee or impose on the Company any obligation (i) to retain Executive as an employee, (ii) to change the status of Executive as an at-will employee or (iii) to change the Company’s policies regarding termination of employment. In this Agreement, the The Company and Executive wish to set forth the compensation and benefits that which Executive shall be entitled to receive in the event that Executive’s employment with the Company terminates under the circumstances described in Article II or IIIof this Agreement. 1.3 1.4 The duties and obligations of the Company to Executive under this Agreement shall be in consideration for Executive’s past services to the Company, Executive’s continued employment with the Company, Executive’s compliance with the obligations described in Section 5.44.2, and Executive’s execution of the general waiver and release described in Section 5.54.3. The Company and Executive agree that Executive’s compliance with the obligations described in Section 5.4 4.2 and Executive’s execution of the general waiver and release described in Section 5.5 4.3 are preconditions to Executive’s entitlement to the receipt of benefits under this Agreement and that these benefits shall not be earned unless all such conditions have been satisfied through the scheduled date of payment. The Company hereby declares that it has relied upon Executive’s commitments under this Agreement to comply with the requirements of Article V IV, and would not have been induced to enter into this Agreement or to execute this Agreement in the absence of such commitments.

Employment by the Company. 1.1 Employee is currently employed as [TITLE] of the Company. 1.2 This Agreement shall be in full force and effect commencing on the Effective Date and ending on the later of (i) the date when Executive ceases to be employed by the Company for any reason or (ii) the date when all obligations of the parties under this Agreement have been metas defined in Section 7.13). 1.2 1.3 The Company and Executive Employee each agree and acknowledge that Executive Employee is employed by the Company as an “at-will” employee and that either Executive Employee or the Company has the right at any time to terminate ExecutiveEmployee’s employment with the Company, with or without cause or advance notice, for any reason or for no reason. This Agreement does not constitute a contract of employment or impose on Executive any obligation to remain as an employee or impose on the Company any obligation (i) to retain Executive as an employee, (ii) to change the status of Executive as an at-will employee or (iii) to change the Company’s policies regarding termination of employment. In this Agreement, the The Company and Executive Employee wish to set forth the compensation and benefits that Executive which Employee shall be entitled to receive in the event that ExecutiveEmployee’s employment with the Company terminates under the circumstances described in Article II or IIIof this Agreement. 1.3 1.4 The duties and obligations of the Company to Executive Employee under this Agreement shall be in consideration for ExecutiveEmployee’s past services to the Company, ExecutiveEmployee’s continued employment with the Company, ExecutiveEmployee’s compliance with the obligations described in Section 5.44.2, and ExecutiveEmployee’s execution of the general waiver and release described in Section 5.54.3. The Company and Executive Employee agree that ExecutiveEmployee’s compliance with the obligations described in Section 5.4 4.2 and ExecutiveEmployee’s execution of the general waiver and release described in Section 5.5 4.3 are preconditions to ExecutiveEmployee’s entitlement to the receipt of benefits under this Agreement and that these benefits shall not be earned unless all such conditions have been satisfied through the scheduled date of payment. The Company hereby declares that it has relied upon ExecutiveEmployee’s commitments under this Agreement to comply with the requirements of Article V IV, and would not have been induced to enter into this Agreement or to execute this Agreement in the absence of such commitments.

Employment by the Company. 1.1 Executive is currently employed as President, Chief Executive Officer and Chairman of the Board of the Company. 1.2 This Agreement shall be remain in full force and effect commencing on the Effective Date so long as Executive is employed by Company; provided, however, that the rights and ending on obligations of the later parties hereto contained in Articles III through VIII shall survive any termination for the longer of (i) thirty-six (36) months following a Termination Event (as hereinafter defined) (the date when Executive ceases to be employed by the Company for any reason "Term") or (ii) the date when all obligations of the parties under such longer period provided for in this Agreement have been metAgreement. 1.2 1.3 The Company and Executive each agree and acknowledge that Executive is employed by the Company as an “"at-will” employee will"employee and that either Executive or the Company has the right at any time to terminate Executive’s 's employment with the Company, with or without cause or advance notice, for any reason or for no reason. This Agreement does not constitute a contract of employment or impose on Executive any obligation to remain as an employee or impose on the Company any obligation (i) to retain Executive as an employee, (ii) to change the status of Executive as an at-will employee or (iii) to change the Company’s policies regarding termination of employment. In this Agreement, the The Company and Executive wish to set forth the compensation and benefits that which Executive shall be entitled to receive in the event that Executive’s 's employment with the Company terminates under the circumstances described in Article II or IIIof this Agreement. 1.3 1.4 The duties and obligations of the Company to Executive under this Agreement shall be in consideration for Executive’s 's past services to the Company, Executive’s 's continued employment with the Company, Executive’s 's compliance with the obligations described in Section 5.44.2, and Executive’s 's execution of the general waiver and release described in Section 5.54.3. The Company and Executive agree that Executive’s 's compliance with the obligations described in Section 5.4 4.2 and Executive’s 's execution of the general waiver and release described in Section 5.5 4.3 are preconditions to Executive’s 's entitlement to the receipt of benefits under this Agreement and that these benefits shall not be earned unless all such conditions have been satisfied through the scheduled date of payment. The Company hereby declares that it has relied upon Executive’s 's commitments under this Agreement to comply with the requirements of Article V IV, and would not have been induced to enter into this Agreement or to execute this Agreement in the absence of such commitments.

Employment by the Company. 1.1 This Agreement Executive is currently employed as an Executive II or Executive III level employee of the Company. 1.2 Executive shall be entitled to the rights and benefits of this Agreement and this Agreement may not be terminated, except as otherwise provided in effect commencing Section 4.5, if Executive is an Executive II or Executive III level employee of the Company on the Effective Date date of the occurrence of any event set forth in Section 2.1(a) or Section 2.2(a) hereof (the “Section 1.2 Date.”). The rights and ending on obligations of the later parties hereto contained in Articles III through VIII shall survive any termination for the longer of (i) twenty-four (24) months following a Termination Event (as hereinafter defined) (the date when Executive ceases to be employed by the Company for any reason “Term”) or (ii) the date when all obligations of the parties under such longer period provided for in this Agreement have been metAgreement. 1.2 1.3 The Company and Executive each agree and acknowledge that Executive is employed by the Company as an “at-will” employee and that either Executive or the Company has the right at any time to terminate or to change Executive’s employment with the Company, including a change to a position that is no longer an Executive II level employee, with or without cause or advance notice, for any reason or for no reason. This Agreement does not constitute a contract of employment or impose on Executive any obligation to remain as an employee or impose on the Company any obligation (i) to retain Executive as an employee, (ii) to change the status of Executive as an at-will employee or (iii) to change the Company’s policies regarding termination of employment. In this Agreement, the The Company and Executive wish to set forth the compensation and benefits that which Executive shall be entitled to receive in the event that Executive’s employment with the Company terminates under the circumstances described in Article II or IIIof this Agreement. 1.3 1.4 The duties and obligations of the Company to Executive under this Agreement shall be in consideration for [Executive’s past services to the Company, ,] Executive’s continued employment with the Company, Executive’s compliance with the obligations described in Section 5.44.2, and Executive’s execution of the general waiver and release described in Section 5.54.3. The Company and Executive agree that Executive’s compliance with the obligations described in Section 5.4 4.2 and Executive’s execution of the general waiver and release described in Section 5.5 4.3 are preconditions to Executive’s entitlement to the receipt of benefits under this Agreement and that these benefits shall not be earned unless all such conditions have been satisfied through the scheduled date of payment. The Company hereby declares that it has relied upon Executive’s commitments under this Agreement to comply with the requirements of Article V IV, and would not have been induced to enter into this Agreement or to execute this Agreement in the absence of such commitments.