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EXHIBIT (c)(2)
FORM OF AMENDMENT NO. [ ] TO EMPLOYMENT AGREEMENT
This is an Amendment No. __, dated December ___, 1999 (the "Amendment
No. __"), to an Employment Agreement dated January 22, 1999 (the "Original
Employment Agreement"), between Plasma-Therm, Inc., a Florida corporation (the
"Company"), and ______________ (the "Employee").
BACKGROUND
WHEREAS, the Employee is currently employed by the Company pursuant to
the terms of the Employment Agreement and subsequent amendments dated ______
____, 199_ (collectively the Original Employment Agreement and Amendment No. __
are the "Employment Agreement").
WHEREAS, the Company is currently contemplating entering into an
Agreement and Plan of Merger with an affiliate of Oerlikon-Xxxxxx Holding AG
and Balzers & Leybold (the "Bidder") pursuant to which the Bidder will make a
tender offer (the "Tender Offer") for certain of the issued and outstanding
shares of the Company (the "Shares"); and
WHEREAS, in connection with the making of the Tender Offer the Bidder
has requested that the Employment Agreement by and between the Company and the
Employee be amended as set forth herein; and
WHEREAS, the Company and the Employee have agreed to amend the
Employment Agreement as set forth herein; provided, however, that this
Amendment shall only become effective if, and as of, the date on which the
Bidder first accepts and pays for any Shares pursuant to the Tender Offer (the
"Tender Offer Closing Date").
NOW, THEREFORE, the parties hereto intending to be legally bound
hereby, and in consideration of the mutual covenants herein contained, agree as
follows:
TERMS
1. The foregoing recitals are true and correct and incorporated herein
by reference. Any capitalized terms used but not defined herein shall have the
same meaning ascribed to them in the Employment Agreement.
2. Section 2 of the Employment Agreement is hereby amended in its
entirety to read as follows:
The term of this Agreement shall be for a period of three (3) years
commencing on the Tender Offer Closing Date, and terminating at 12:00 midnight
on the day immediately preceding the third anniversary of the Tender Offer
Closing Date. Upon expiration of the initial Term and any subsequent terms,
this Agreement shall automatically renew for additional subsequent three (3)
year Terms unless at least ninety (90) days prior to the end of the then
current Term, either Company or Employee has given written notice to the other
of its or his election to terminate the employment at or prior to the end of
such Term.
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3. Section 9.1 of the Employment Agreement is hereby amended in its
entirety to read as follows:
Employee hereby acknowledges that Company is one of only a small
number of companies worldwide that designs, manufactures and sells plasma
process thin film etching and deposition equipment. Employee also acknowledges
that pursuant to his prior relationship with Company, and under the terms of
this Agreement, he will gain access to valuable trade secrets of Company and
other valuable confidential business and proprietary information, and will
become aware of and a part of Company's substantial relationships with
customers, potential customers, suppliers, and sources. Accordingly, Employee
hereby covenants that Employee shall not, either directly or indirectly, as a
principal, partner, stockholder, officer, director, agent or employee, or in
any other capacity, enter in to any employment agreement, or accept employment
with or render services for, any company, partnership, person or entity that
competes or attempts to compete, whether directly or indirectly, with Company,
for the term of this Agreement and for a period of two (2) years following the
termination of this Agreement, regardless of the reason for said termination.
4. Except as specifically set forth above, the Employment Agreement
shall remain in full force and effect.
5. This Amendment No. __ may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute one document.
6. This Amendment No. __ contains the final, complete, and exclusive
expression of the parties' understanding and agreement concerning the matters
contemplated herein and supersedes any prior or contemporaneous agreement of
representation, oral or written, among them.
7. This instrument shall be binding upon, and shall inure to the
benefit of, each of the parties' respective personal representatives, heirs,
successors, and assigns.
8. This instrument shall be governed by, and construed and enforced in
accordance with the laws of the State of Florida.
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IN WITNESS WHEREOF, the parties have executed this Amendment No. __ on
the day and year first written above.
PLASMA-THERM, INC.
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Xxxxxx X. Xxxxxxxxx
Chairman of the Board and
Chief Executive Officer
Employee
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