EXHIBIT 10.18
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This is an Amendment No. 1, dated October 1, 1998 (the "Amendment No.
1"), to an Employment Agreement dated January 22, 1997 (the "Employment
Agreement"), between Plasma-Therm, Inc., a Florida corporation (the "Company"),
and Xxxxx X. Xxxxxxx (the "Employee").
BACKGROUND
WHEREAS, the Employee is currently employed by the Company pursuant to
the terms of the Employment Agreement. The parties wish to amend section 8.4 of
the Employment Agreement with respect to the vesting and exercising of stock
options in the event of a change of control of the Company.
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. The Employment Agreement is hereby amended by adding a new section
8.4(d) to read in its entirety as follows:
In the event of a Change of Control, all stock options granted
under the Company's 1995 Stock Incentive Plan (the "Plan") shall
immediately become fully vested and exercisable. In addition, in the
event of a Change of Control, the Stock Option Committee shall have the
discretion to accelerate the termination of any stock option granted
under the Plan to a date no earlier than six (6) months following the
date of a Change of Control.
3. Except as specifically set forth above, the Employment Agreement
shall remain in full force and effect.
4. This Amendment No. 1 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.
5. This Amendment No. 1 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.
6. This instrument shall be binding upon, and shall inure to the
benefit of, each of the parties' respective personal representatives, heirs,
successors, and assigns.
7. This instrument shall be governed by, and construed and enforced in
accordance with, the laws of the State of Florida.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 on
the day and year first written above.
PLASMA-THERM, INC.
/s/ XXXXXX X. XXXXXXXXX
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Xxxxxx X. Xxxxxxxxx
President and Chief Executive Officer
Employee
/s/ XXXXX X. XXXXXXX
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Xxxxx X. Xxxxxxx
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