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EXHIBIT 12
AGREEMENT TO TERMINATE EMPLOYMENT AND
CHANGE OF CONTROL AGREEMENTS WITH
CERPROBE CORPORATION
This Agreement to Terminate Employment and Change of Control
Agreements ("Agreement") is entered into between CERPROBE CORPORATION
("Company") and Xxxxxx X. Xxxx ("Executive"), as of the 11th day of October,
2000 to be effective on the closing of the purchase of 50% or more of the
Company's common stock by Kulicke & Xxxxx Industries, Inc.
RECITALS
A. The Company and Executive have entered into an Employment Agreement
dated October 19, 1999 ("Employment Agreement"), which governs the terms and
conditions of the Executive's employment with the Company and provides Executive
with a special package of benefits if Executive's employment is terminated by
the Company (or a successor) without Cause or if Executive terminates employment
with the Company (or a successor) for Good Reason.
B. The Company and Executive have entered into a Change of Control
Agreement dated October 19, 1999 ("Change of Control Agreement"), which provides
Executive with a special package of benefits if Executive's employment is
terminated by the Company (or a successor) without Cause or if Executive
terminates employment with the Company (or a successor) for Good Reason within
two years following a Change of Control.
C. In exchange for the Executive's agreement to terminate his Employment
Agreement and his Change of Control Agreement, Cerprobe agrees to pay the
Executive an amount as set forth below.
D. The Company and the Executive desire to terminate both the Employment
Agreement and the Change of Control Agreement effective only on the closing of
the purchase of more than 50% of the Company's stock by Kulicke & Xxxxx
Industries, Inc.
E. The Company and Executive accordingly agree as follows:
AGREEMENT
1. The Company and the Executive agree to terminate the Employment
Agreement. The Executive shall not be entitled to any benefits from the Company
or any successor relating to the provisions set forth in the Employment
Agreement.
2. The Company and the Executive agree to terminate the Change of
Control Agreement. The Executive shall not be entitled to any benefits from the
Company or any successor relating to the provisions set forth in the Change of
Control Agreement.
3. In exchange for the termination of the Executive's Employment
Agreement and his Change of Control Agreement, Cerprobe agrees to pay the
Executive a lump sum payment of
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$1,387,207.00 on or before the closing of the purchase of more than 50% of the
Company's common stock by Kulicke & Xxxxx Industries, Inc.
4. This Agreement shall become effective only upon the closing of the
purchase of more than 50% of the Company's common stock by Kulicke & Xxxxx
Industries, Inc.
IN WITNESS WHEREOF, the Company has caused this Amendment to be signed
by its duly authorized officer and the Executive has signed this Amendment as of
the date first written above.
CERPROBE CORPORATION
By: /s/ X. Xxxx Close
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Its: President/CEO
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EXECUTIVE
/s/ Xxxxxx X. Xxxx
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