Exhibit
10.15
CHANGE IN
CONTROL SEVERANCE AGREEMENT
THIS
CHANGE IN CONTROL SEVERANCE AGREEMENT (this
“Agreement”) is made and entered into as of August 10,
2009 by and between Semitool, Inc. , a Montana corporation
(the “Company”), and Timothy C. Dodkin, Executive Vice
President (“Executive”).
RECITALS
A.
The Company has determined that it is in its best interests, and
the best interests of its shareholders, to retain the continued
dedication of Executive to the Company so that the Executive is
encouraged not to base decisions related to his/her continued
employment on the effect, if any, of any possible Change in Control
(as defined herein).
B.
To reduce any personal uncertainties to Executive associated with
continued employment in the event of a Change in Control, and to
encourage Executive’s dedication to the Company currently,
the Company wishes to provide Executive with compensation and
benefits upon a Change in Control in amounts that are competitive
with those of similarly situated executives at comparable
businesses, subject to the terms of this Agreement.
AGREEMENT
1. Definitions
. Capitalized terms used herein have the meanings ascribed to
them in Appendix A hereto.
2. Change in
Control Severance Benefits; Retention Benefits .
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2.1 Severance
Benefits upon Change in Control Termination . Upon a Change
in Control Termination the Company shall provide Executive the
following benefits:
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(a)
The Company shall pay to
Executive a cash lump sum, within 30 days after the Termination
Date, an amount equal to two (2) multiplied by the
Executive’s highest annual base salary received over the
preceding 3-year period;
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(b)
For a period of eighteen
(18) months following the Termination Date, the Company shall
continue all health insurance, disability and life insurance
benefits to Executive and his/her family, in amounts at least equal
to those which would have been provided in accordance with plans
and programs that continue in place at the Company for employees of
Executive’s level (or if no employee continues with the
Company at Executive’s level, then at the level of coverage
provided comparable employees at a parent or affiliate entity of
the Company), provided that, if Executive becomes reemployed with
another employer and is actually covered (and not merely eligible
for coverage) by that employer’s comparable programs, then
the benefits described herein shall be secondary to those provided
under such other coverage; and
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(c)
All outstanding unvested
equity rights Executive holds as of the Termination Date will
accelerate and be fully vested as of the Termination Date, all
blackout periods, conditions or restrictions for the exercise of
any options or disposition of any restricted stock granted to
Executive shall terminate, all options shall remain exercisable
until the expiration of ten (10) years from the Grant Date (but not
longer than the original Expiration Date (as such terms are defined
in the applicable option agreements)), and the restricted stock
shall be transferred to Executive as soon as reasonably practicable
thereafter.
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2.2 Termination for
Cause or Other than Good Reason . If the Company terminates
Executive’s employment for Cause or Executive voluntarily
terminates employment under circumstances that do not constitute a
Good Reason Termination, then this Agreement shall terminate
without further obligations to the Executive.
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3. Compensation
Limitation . The parties agree and acknowledge that their
intent is that benefits under this Agreement shall not constitute
an “excess parachute payment” under § 280G of
the Internal Revenue Code of 1986, as amended (the
“Code”), which would trigger an excise tax under Code
§ 4999. To give effect to that intent, and
notwithstanding any other provision of this Agreement to the
contrary, the parties specifically agree that the maximum benefits
payable under this Agreement shall not exceed 2.99 multiplied by
Executive’s “base amount,” as defined in
Code § 280G.
4. Withholding
Taxes . In connection with payments under this Agreement,
the Company shall withhold any income and employment taxes required
under applicable law.
5. Governing Law
and Jurisdiction . This Agreement, the rights and
obligations of the parties hereto, and any claims or disputes
relating thereto, shall be governed by and construed in accordance
with the laws of the State of Montana. The parties agree that the
state courts of Montana shall have exclusive jurisdiction over any
dispute between the parties not otherwise amicably
resolved.
6. No Set-off; No
Duty of Mitigation . There shall be no right of setoff or
counterclaim with in respect to any actual or alleged claim, debt
or obligation, against any payments or benefits required to be made
or provided to Executive under this Agreement. Except as herein
otherwise expressly provided, in the event of any termination of
Executive’s employment, Executive shall be under no
obligation to seek other employme
