EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into this 11th day of September, 2001,
by and between SPEEDFAM-IPEC, INC., an Illinois corporation (hereinafter
referred to as the "Company") and Xxxxxx Xxxxx (hereinafter referred to as the
"Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to retain the services of the Executive in
the capacities set forth herein, and the Executive desires to be employed by the
Company in such capacities:
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, the Company and the Executive hereby agree as follows:
1. Employment. The Company hereby employs the Executive and the
Executive hereby accepts employment with the Company upon the terms and
conditions hereinafter set forth and subject to the policies as published
in the Company's Employee Handbook, Annual Incentive Compensation Plan,
and the 1995 Stock Option Plan, each as from time to time amended.
2. Term. Subject to the provisions for extension hereinafter
set forth in Section 3 and for earlier termination hereinafter set
forth in Section 12 of this Agreement, the term of employment hereunder
shall commence on the date hereof and end on September 11, 2003.
3. Extension. The conditions of employment beyond the term of
this agreement will be those of employment at will.
4. Compensation. The Company agrees to provide the Executive
with the following compensation for all services rendered under this
Agreement:
4.1. Salary. During the term hereof, the Company shall pay to
the Executive a Base Annual Salary of TWO HUNDRED FIFTY THOUSAND
DOLLARS ($250,000.00), payable in accordance with the standard
payroll practices of the Company (including any salary-reduction
contributions to plans or programs maintained by the Company).
4.2. Annual Incentive Opportunity. During the term of
this Agreement, the Executive shall participate in the annual
incentive plan maintained by the Company for its executives. For
Fiscal Year 2003, The Executive's annual bonus shall be targeted
at 40% of base pay.
4.3. Sign On Bonus/Relocation Benefits. The Company shall pay
the Executive a bonus in the amount of Twenty-eight Thousand Dollars
($28,000.00), payable upon execution of this agreement. This bonus
is to cover relocation expenses. In addition, the Company will pay
for up to three (3) house hunting trips for the Executive and his
spouse.
4.4. Other Benefits. To the extent that the Executive is
eligible under appropriate laws and regulations, the Executive shall
be entitled to participate in and receive benefits under any and all
pension, profit-sharing, health, disability and insurance plans, if
any, which the Company may maintain.
4.5. Equity Incentive. The Company shall grant the Executive
options to purchase a total of 80,000 shares of common stock of the
Company; 40,000 shares to be vested after one (1) year of service
with the Company, and 40,000 shares to be vested after the second
year of service with the Company. With respect to such options:
4.5.1. The exercise price for such options shall be as of
the Executive's employment date. The options will be
non-qualified options, subject to all terms and conditions of
the Company's 1995 Stock Option Plan. Subject to the Stock
Option Plan and this Agreement, vested options may be
exercised for ten years from the date of grant. In the event
of the death of the Executive, vested options may be exercised
for one year from the date of death. In all other events,
vested options must be exercised within 90 days of
termination. Subject to the obligation of the Executive under
the Company's 1995 Stock Plan, the Company will cooperate in
any same day exercise and sale (or if same is not available, a
cashless exercise) associated with such options.
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4.5.2. Upon termination of the Executive's employment,
option vesting will cease; provided, however, that if any
termination severance payment is due in connection therewith
pursuant to Section 12.3, the Executive will receive an
additional one year of vesting as of the date of termination.
Payment of all amounts and benefits hereunder and additional
vesting of stock shall be subject to compliance with the
provisions of this Agreement and specifically the restrictive
covenants set forth in Section 13 hereof.
5. Duties. The Executive shall, subject to the right of the Company
in its sole discretion to terminate Executive's employment pursuant to
Section 12.3 and thereby terminate his employment and/or officer position,
serve as Vice President of Research, Development and Engineering of the
CMP group. As such, the Executive's duties and responsibilities shall
include, but shall not be limited to, overseeing all functions relating to
Research, Development and Engineering operations. The Executive shall also
be responsible for the performance of such other duties and
responsibilities as may be prescribed from time to time by the Chief
Executive Officer and/or the Board of Directors of the Company.
6. Extent of Service. The Executive shall devote the Executive's
full business time, attention, and energies to the business of the Company
and its Affiliates and shall not, during the term of this Agreement, be
engaged in any other business activity, whether or not such activity is
pursued for gain, profit, or other pecuniary advantage, unless written
approval is first secured from the Board of Directors of the Company, with
such approval not unreasonably being withheld.
7. Working Facilities. The Executive shall be furnished with
office space, furnishings, secretarial support and such other
facilities and services which are reasonably necessary for the
performance of the Executive's duties.
8. Expenses. The Company will reimburse the Executive for all
reasonable business expenses which are incurred by the Executive in the
promoting of the interests of the Company. In addition, the Company shall
indemnify the Executive as an officer, director and employee to the
maximum extent permitted under law and the Company's corporate documents.
9. Vacation. The Executive shall be entitled to paid vacation
in accordance with Company policy. All vacation time shall be taken by
the Executive at such times as
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shall be mutually agreed upon by the Executive and the Chief Executive
Officer of the Company.
10. Disability. If, as a result of sickness or other
disability, the Executive is not able to perform the Executive's
duties, this Section 10 shall apply as follows:
10.1. For the first ninety (90) consecutive days of sickness or
other disability the Company shall continue to pay the Executive
full Base Annual Salary (reduced by any payments from any short-term
disability plan which may be maintained by the Company), and shall
continue to pay premiums on then existing group life, health,
disability and other insurance plans with respect to which the
Executive participates, provided the Executive remains eligible to
participate thereunder.
10.2. If the disability or other sickness continues past ninety
(90) consecutive days, the Company, in its sole discretion, may
elect to place the Executive on Disability Leave of Absence. During
such period, the Company shall, for the remainder of the contract
term, or until the Executive returns from such Disability Leave of
Absence, continue to pay premiums on then existing group life,
health, disability and other insurance plans with respect to which
the Executive participates, provided the Executive remains eligible
to participate thereunder. Further, the Company shall pay to the
Executive, two-thirds (2/3) of the Executive's Base Annual Salary,
reduced by any payments for which the Executive is eligible from any
disability insurance programs maintained by the Company.
11. Death. If the Executive dies during the term of this Agreement,
the Company shall pay to the Executive's Beneficiary (or if there is no
named Beneficiary, the estate of the Executive), the compensation as set
forth in Section 4 of this Agreement, for the period up to the date of the
Executive's death, and the Executive's annual incentive award prorated
through the date of death, payable at fiscal year end if and to the same
extent bonuses are paid for that fiscal year to other executives
generally. In no event shall the Company be obligated to pay to any person
any other compensation with respect to any period following the date of
the Executive's death.
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12. Termination of Employment.
12.1. Termination for Cause. The Company may terminate the
Executive's employment under this Section of the Agreement for
Cause. Cause shall be defined as:
12.1.1. The Executive's Material Breach of this Agreement
based on the Executive's willful or grossly negligent failure
to perform his duties hereunder, which breach is not cured
within ten (10) business days after written notice from the
Company specifying such breach has been delivered to the
Executive;
12.1.2. Commission by the Executive of any fraudulent
or dishonest act in the performance of the Executive's
duties hereunder; or,
12.1.3. Arrest (unless the charges are dropped within 45
days) for any felony or crime involving moral turpitude.
Executive agrees that as soon as practical following any such
arrest he shall provide notice of the arrest and during the
subsequent 45-day period he may, at the direction of the Board
of Directors, be placed on unpaid leave of absence.
12.1.4. Following a Termination for Cause, the Company shall
pay to the Executive the Base Annual Salary provided in
Section 4.1 accrued up to the date of termination. In no event
shall the Company be obligated to pay any other compensation
with respect to any period before or after the date of such
termination.
12.2. Termination Following a Change of Control. If in
anticipation of and within 90 days of, or during a period of one (1)
year following, a Change of Control (as hereinafter defined), the
employment of the Executive is terminated by the Company for any
reason other than Cause, or if the Executive is subject to
Constructive Termination (as hereinafter defined), benefits shall be
payable under this Section 12.2.
12.2.1. The Executive shall receive all Base Annual Salary
accrued up to the date of termination and, within thirty (30)
days of termination, a single payment equal to the sum of (i)
the Executive's base pay for the remainder of this Agreement
period, and (ii) the Executive's target annual
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incentive award, pro-rated through the date of termination and
payable at fiscal year end if and to the same extent bonuses
are paid for that fiscal year to other executives generally.
12.2.2. All unvested stock options awarded to the Executive
pursuant to the Company's stock option plans shall immediately
vest in full to the Executive; provided that such stock
options shall be exercisable only within ninety (90) days from
such vesting.
12.3. Other Termination at the Election of the Company. Except
as otherwise provided in Section 4.5.2, the Company may elect to
terminate the employment of the Executive for any reason other than
Cause or following a Change of Control, accompanied by payment in a
lump sum (except pursuant to Sections 12.3.2 and 12.3.3) of:
12.3.1. All compensation accrued up to the date of
termination; plus
12.3.2. An amount equal to one (1) times the Executive's
Base Annual Salary of record on the date of termination OR an
amount equal to the Executive's base salary for the remainder
of this Agreement, whichever is less, payable pro rata monthly
over the one year following termination; plus
12.3.3. The Executive's target annual incentive award,
pro-rated through the date of termination and payable at
fiscal year end if and to the same extent bonuses are paid for
that fiscal year to other executives generally.
12.4. Benefit Payments. Following the termination of the
Executive's employment for any reason, the Company shall pay to the
Executive, under the terms of the Company's benefit plans, an amount
equal to the vested benefits of the Executive in any pension or
other benefit plan as of the termination date. If elected by the
Executive, the Company shall, instead of direct payment to the
Employer, transfer such funds to such other benefit plans as
designated by the Executive.
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13. Restrictive Covenants.
13.1. Executive understands that the Company's business involves
the design, improvement, development, testing, manufacturing,
marketing and sale of products, and that this business requires
substantial investments in capital and substantial commitments of
time and effort by the Company's employees. The Executive further
understands that, as a result, certain of the Company's personnel,
including the Executive, acquire information with respect to
customer goodwill, trade secrets and Confidential Information (as
hereinafter defined), which, of itself and apart from the
Executive's abilities, could be of great value to a competitor of
the Company, potential competitors of the Company, and to others.
13.2. The Executive further understands that employment with the
Company is conditioned upon the Company's being able to place
complete trust and confidence in the Executive and to rely on the
Executive's doing everything possible to avoid the disclosure or use
of Confidential Information to persons, corporations, organizations
and others outside the Company, which may become known to, or
subject to the control of the Executive during the term of
employment hereunder. The Executive also understands that
competition in the manufacture, sale, and development of products is
not local in nature or scope, but involves various corporations,
organizations and others located within the United States and
throughout the world.
13.3. In recognition of these circumstances and for the purpose
of inducing the Company to employ the Executive (or continue the
employment of the Executive with appropriate compensation reviews),
to repose trust and confidence in the Executive, and to make
Confidential Information available to the Executive, the Executive
agrees that the following restrictive covenants are necessary and
proper for the protection of the Company.
13.4. Subject to Section 13.6 below, the Executive will promptly
disclose and assign to the Company, without the right to any form of
compensation therefore, every invention that the Executive,
individually or jointly with others, during the term of the
Executive's employment with the Company and for a period of one (1)
year following termination of such employment for any reason, may
discover, invent, conceive or originate, relating in any way to the
present or contemplated scope of the Company's business with regard
to any of its
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clients, customers or vendors or to any Product (as hereinafter
defined), Technology (as hereinafter defined), process, or device
dealt in, used or under development or manufacture by the Company
for itself or others that results from or may be suggested by any
work the Executive may do for the Company or at the Company's
request and (in respect to the period of one (1) year following
termination of such Executive) which involves Confidential
Information. The Executive will fully cooperate with the Company in
applying for and securing in the name of the Company or its designee
patents or copyrights with respect to said Inventions (as
hereinafter defined) in each country in which the Company may desire
to secure patent or copyright protection. The Executive will
promptly execute all proper documents presented to the Executive for
signature by the Company to enable the Company or its designee to
secure such patent or copyright protection and to transfer legal
title therein, together with any patents or copyrights that may be
issued thereon or in connection therewith, to the Company or its
designee. The Executive will give such true information and
testimony as may be requested of the Executive by the Company
relative to any of said Inventions.
13.5. Subject to Section 13.6 below, the Company shall have the
exclusive right to use in its business, and to make, use and sell
products, processes, and/or services arising out of any Invention,
whether or not patentable, which is assignable by the Executive to
the Company pursuant to Section 13.4 above.
13.6. The Executive is hereby notified that Sections 13.4 and
13.5 above do not apply to an Invention for which no equipment,
supplies, facility, technology, confidential information, or trade
secret information of the Company was used and which was developed
entirely on the Executive's own time, unless:
13.6.1. The Invention was related:
13.6.1.1. To the business of the Company; or
13.6.1.2. To the Company's actual or demonstrably
anticipated research or development;
or;
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13.6.2. The Invention results from any work performed
by the Executive for the Company.
13.7. The Executive agrees that all financial data, customer
lists, plans, contracts, agreements, literature, manuals,
catalogues, brochures, books, records, computer files or
applications, maps, correspondence, and other materials furnished or
made available to the Executive by the Company or an Affiliate (as
hereinafter defined), or any of its clients, or created, prepared or
secured through the efforts of the Executive, relating to the
business conducted by the Company or an Affiliate, whether or not
containing any Confidential Information, are and shall remain the
property of the Company, and the Executive agrees to deliver all
such materials, including all copies thereof, to the Company upon
termination of the Executive's employment hereunder, or at any other
time at the Company's request.
13.8. Other than as expressly directed by the Company and in the
performance of duties to the Company or with the expressed written
permission of the Company, the Executive shall never, during or
following the Executive's employment with the Company, directly or
indirectly, sell, use, disclose, lecture upon, or publish data or
information containing or relating to any Confidential Information
or Technology of the Company or its Affiliates or any Invention
assignable to the Company pursuant to the terms of Section 13.4
above.
13.9. During the term of the Executive's employment with the
Company and for a period of two (2) years after the termination
thereof, unless a court finds that a two-year restriction is
unenforceable, in which case a period of restriction shall be one
(1) year, the Executive agrees that the Executive shall not:
13.9.1. Own or have any interest in, directly or indirectly,
except through stock traded on a national stock exchange where
the Executive owns less than one percent (1%) of the total
issued and outstanding shares of such stock, or act as an
officer, director, agent, employee, or consultant of, or
assist in any way or in any capacity, any person, firm,
association, partnership, corporation or other entity which
sells or provides products or services in direct competition
with the products or services of the Company or its Affiliates
anywhere within the world where any Confidential Information
acquired by the Executive would reasonably be considered
advantageous to such other competing entity, or
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13.9.2. Directly or indirectly entice, induce or in any
manner influence any person who is, or shall be, in the
service of the Company or its Affiliates to leave such service
for the purpose of engaging in business or being employed by
or associated with any person, firm, association, partnership,
corporation or other entity which sells or provides products
or services in competition with the Company or its Affiliates
anywhere in the world.
If any court shall finally hold that the time, territory or any
other provision of this Section 13.9 constitutes an unreasonable
restriction against the Executive, the Executive agrees that the
provisions hereof shall not be rendered null and void, but shall
apply as to such time, territory, and other extent as such court may
determine to be a reasonable restriction under the circumstances
involved.
13.10. The Executive understands that if there is a breach by the
Executive of any duty to the Company with respect to any
Confidential Information or Invention, the Company may suffer
irreparable injury and may not have adequate remedy at law. As a
result, the Executive agrees that if a breach of this Agreement
occurs, the Company may, in addition to any other remedies available
to it, bring an action or actions for injunction, specific
performance, or both, and have entered into a temporary restraining
order, preliminary or permanent injunction, or other action
compelling specific performance.
14. Definitions.
14.1. "Affiliate" means any entity in which the Company, or any
entity that owns, directly or indirectly, a majority ownership
interest in the Company, owns, directly or indirectly, at least a
twenty percent (20%) interest in such entity.
14.2. "Base Annual Salary" means the annualized value of
the Executive's salary, based on the most recent pay period.
14.3. "Board" means the Board of Directors of the Company.
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14.4. "Change in Duties" means:
14.4.1. A significant reduction in the nature or scope
of the Executive's authority or duties from those
immediately prior to the date on which a Change of Control
occurs;
14.4.2. A reduction in the Executive's Base Annual
Salary, other than as provided in Section 4.1;
14.4.3. Exclusion from any incentive or benefit program
from which the Executive was previously eligible, and which
other executives with comparable duties participate in; or
14.4.4. A change in location of the Executive's
principal place of employment by more than fifty (50) miles.
14.5. "Change of Control" shall be deemed to have occurred
upon:
14.5.1. A business combination, including a merger or
consolidation, of the Company as a result of which the
shareholders of the Company prior to the combination do not
continue to own, directly or indirectly, more than fifty-one
percent (51%) of the equity of the combined entity;
14.5.2. A sale, transfer, or other disposition in one or
more transactions (other than in transactions in the ordinary
course of business or in the nature of a financing) of the
assets or earning power aggregating more than forty-five
percent (45%) of the assets or operating revenues of the
Company to any person or affiliated or associated group of
persons (as defined by Rule 12b-2 of the Exchange Act in
effect as of the date hereof);
14.5.3. The liquidation of the Company;
14.5.4. One or more transactions which result in the
acquisition by any person or associated group of persons
(other than the Company, any Executive benefit plan whose
beneficiaries are Executives of the Company or any of its
subsidiaries) of the beneficial ownership (as defined in Rule
13d-3 of the Exchange Act, in effect as of the date hereof) of
forty percent (40%) or more of the Common Stock of the Company
or securities representing forty percent
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(40%) or more of the combined voting power of the voting
securities of the Company, provided such affiliated persons
owned less than forty percent (40%) prior to such transaction
or transactions; or
14.5.5. The election or appointment, within a twelve (12)
month period, of any person or affiliated or associated group,
or its or their nominees, to the Board of Directors of the
Company, such that such persons or nominees, when elected or
appointed, constitute a majority of the Board of Directors of
the Company and whose appointment or election was not approved
by a majority of those persons who were directors at the
beginning of such period or whose election or appointment was
made at the request of an Acquiring Person. An "Acquiring
Person" is any person who, or which, together with all
affiliates or associates of such person, is the beneficial
owner of twenty percent (20%) or more of the Common Stock of
the Company then outstanding, except that an Acquiring Person
does not include the Company or any Executive benefit plan of
the Company or any of its subsidiaries or any person holding
Common Stock of the Company for or pursuant to such plan. For
the purpose of determining who is an Acquiring Person, the
percentage of the outstanding shares of the Common Stock of
which a person is a beneficial owner shall be calculated in
accordance with Rule 13d-e of the Exchange Act.
14.6. "Code" means the Internal Revenue Code of 1986, as
from time to time amended.
14.7. "Company" means SpeedFam-IPEC, Inc., an Illinois
corporation.
14.8. "Confidential Information" means any and all
Technology and/or information which:
14.8.1. Is provided to the Executive by the Company;
14.8.2. Is created, developed, or otherwise generated
by or on behalf of the Company;
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14.8.3. Concerns or relates to any aspect of the Company's
business; or
14.8.4. Is, for any reason, identified by the Company as
confidential.
14.8.5. Notwithstanding the foregoing provisions of this
Section 14.8, Confidential Information shall not include such
information that the Executive can show, clearly and
convincingly:
14.8.5.1. Is publicly and openly known and in the public
domain;
14.8.5.2. Becomes publicly and openly known and in the
public domain through no fault of the Executive; or
14.8.5.3. Is in the Executive's possession and
documented prior to this Agreement, lawfully obtained
from a source other than from the Company, and not
subject to any obligation of confidentiality or
restricted use.
14.9. "Constructive Termination" means the voluntary termination
of employment by the Executive following a Change in Duties
following a Change of Control.
14.10. "Exchange Act" means the Securities Exchange Act of 1934,
as from time to time amended.
14.11. "Invention" means any new or useful art, discovery, or
improvement (including any technologies, tests, programs, products,
concepts, ideas, apparatus, equipment, machinery, processes,
methods, formulae, designs or techniques), whether or not related to
a Product and whether or not patentable, and all the know-how
related thereto.
14.12. "Material Breach" means a willful or grossly negligent
failure to perform the Executive's duties as set forth in this
Agreement.
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14.13. "Product" means any product or service which is, or may in
the reasonable future be, manufactured, sold, designed, developed,
considered by, or of interest to the Company or an Affiliate
(including, but not limited to, any product or service involving CMP
planarization technology, such as CMP-V tools or any free-abrasive
machining, lapping, polishing and grinding).
14.14. "Technology" means prototypes, models, concepts,
inventions, circuit designs, drawings, hardware, technological
developments and improvements, methods, techniques, systems,
documentation, data, works of authorship, products, and related
information whether or not patentable, copyrightable, and whether or
not presently used or used in the future.
14.15. "Voting Securities" mean any securities which ordinarily
possess the power to vote in the election of directors without the
happening of any precondition or contingency.
15. Miscellaneous.
15.1. This Agreement supersedes all prior agreements and
understandings by and between the Executive and the Company and any
of its Affiliates or their respective directors, officers,
shareholders, employees, attorneys, agents, or representatives,
including any Severance Agreement, Employment Letter, Employment
Terms, Non-Disclosure Agreement and/or Employment Agreement
(including change of control provisions) and constitutes the entire
agreement between the parties, respecting the subject matter hereof,
and there are no representations, warranties or other commitments
other than those expressed herein.
15.2. The Executive represents and warrants to the Company that
the Executive is not a party to or bound by, and the employment of
the Executive by the Company or the Executive's disclosure of any
information to the Company or its use of such information will not
violate or breach any employment, retainer, consulting, license,
non-competition, non-disclosure, trade secrets or other agreement
between the Executive and any other person, partnership,
corporation, joint venture, association or other entity.
15.3. No modification or amendment of, or waiver under, this
Agreement shall be valid unless signed in writing and signed by the
Executive and
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an appropriate officer of the Company, pursuant to expressed
authority of the Board of Directors of the Company.
15.4. The Executive agrees to indemnify the Company and its
Affiliates against, and to hold the Company and its Affiliates
harmless from, any and all claims, lawsuits, losses, damages,
expenses, costs and liabilities, including, without limitation,
court costs and attorney's fees, which the Company or any of its
Affiliates may sustain as a result of, or in connection with, either
directly or indirectly, the Executive's breach or violation of any
of the provisions of this Agreement.
15.5. The Company agrees to indemnify the Executive against, and
to hold the Executive harmless from, any and all claims, lawsuits,
losses, damages, expenses, costs and liabilities, including, without
limitation, court costs and attorney's fees, which the Executive may
sustain as a result of, or in connection with, either directly or
indirectly, the breach or violation by the Company or its Affiliates
of any of the provisions of this Agreement or any applicable law or
regulations.
15.6. The Executive hereby agrees that if the Executive violates
any provision of this Agreement, the Company will be entitled, if it
so elects, to institute and prosecute proceedings at law or in
equity to obtain damages with respect to such violation or to
enforce the specific performance of this Agreement by the Executive
or to enjoin the Executive from engaging in any activity in
violation hereof.
15.7. The waiver by either party to this Agreement of a breach
of any provision of this Agreement by the other shall not operate or
be construed as a waiver of any subsequent breach.
15.8. Any communication which may be required under this
Agreement shall be deemed to have been properly given when delivered
personally at the address set forth below for the intended party
during normal business hours, when sent by facsimile or other
electronic transmission to the respective facsimile transmission
numbers of the parties set forth below with telephone confirmation
of receipt, or when sent by U.S. registered or certified mail,
return receipt requested, postage prepaid as follows:
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If to the Company: SpeedFam-IPEC, Inc.
000 X. 00xx Xxxxxx
Xxxxxxxx, XX 00000-0000
Attention: Chief Executive Officer
Facsimile: 000-000-0000
Confirm: 000-000-0000
If to the Executive: Xxxxxx Xxxxx
00 Xxxxxxx Xxxx
Xxxxxxxxxx, XX 00000-0000
Notices shall be given to such other addressee or address, or both,
or by way of such other facsimile transmission number, as a
particular party may from time to time request by written notice to
the other party to the Agreement. Each notice, request, demand,
approval or other communication which is sent in accordance with
this Section shall be deemed to be delivered, given and received for
all purposes of this Agreement as of two (2) business days after the
date of deposit thereof for mailing in a duly constituted U.S. post
office or branch thereof, one (1) business day after deposit with a
recognized overnight courier service or upon written confirmation of
receipt of any facsimile transmission. Notice given to a party
hereto by any other method shall only be deemed to be delivered,
given and received when actually received in writing by such party.
15.9. This Agreement shall inure to the benefit of and be
binding upon the Company and the Executive and their respective
heirs, personal representatives, successors and assigns.
15.10. All claims, disputes and other matters in question arising
out of, or relating to this Agreement, or the breach thereof, shall
be decided by arbitration, pursuant to the Commercial rules
established by the American Arbitration Association for the
arbitration of such disputes, and such arbitration shall occur in
Chandler, Arizona.
15.11. This Agreement may be signed in multiple counterparts
which when taken together shall constitute the entire Agreement.
15.12. This Agreement shall be governed and construed in
accordance with the laws of the State of Arizona.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
SPEEDFAM-IPEC, INC. an Illinois
Corporation
By /s/ Xxxxxxx Xxxxxxx
--------------------------------
Xxxxxxx Xxxxxxx, Chief
Executive Officer
Executive
/s/ Xxxxxx Xxxxx
-----------------------------------
Xxxxxx Xxxxx
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