Exhibit 10.3
August 27, 2008
Mr. Thomas P.
Kealy
Vice President, Corporate Controller
and Chief Accounting Officer
BTU International, Inc.
23 Esquire Rd.
North Billerica, MA 01862
Dear Tom:
This letter amends the agreement
between BTU International, Inc. (the “Company”) and you
dated November 29, 2005 (the “Severance
Agreement”). For good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Company and
you agree as follows:
1. Section 1(a) of the
Severance Agreement is hereby amended by adding at the end thereof
the following:
Notwithstanding the foregoing,
(y) in the event that the Company terminates your employment
other than for Cause during the CFO Transition Period (as defined
below in Section 2(e)), the Severance Pay Period under clause
(i) and (ii) of this Section 1(a) shall be defined
as the earlier of (A) the conclusion of a period equal to
twenty-four months, or (B) the date you commence employment
that provides you with substantially equivalent base salary and
bonus opportunity to the last position you held at the Company, and
(z) in the event the Company terminates your employment other
than for Cause during the Extended Transition Period (as defined
below in Section 2(f)), the Severance Pay Period under clause
(i) and (ii) of this Section 1(a) shall be defined
as the earlier of (A) the conclusion of a period equal to
twenty-four months minus the number of days that have elapsed since
the final day of the CFO Transition Period (which period shall be
no less than twelve months), or (B) the date you commence
employment that provides you with substantially equivalent base
salary and bonus opportunity to the last position you held at the
Company.
2. Section 1(b) of the
Severance Agreement is hereby amended by deleting the second to
last sentence and replacing it with the following:
For the avoidance of doubt, if the
Company terminates your employment other than for Cause within one
year of a Change in Control, payments to you pursuant to this
Section 1(b) shall be in lieu of, and not in addition to, payments
pursuant to Section 1(a) hereof.
3. Section 2 of the Severance
Agreement is hereby amended by adding as a new Section 2(e) and a
new Section 2(f
