Exhibit 10.1
EXECUTIVE EMPLOYMENT
AGREEMENT
EXECUTIVE EMPLOYMENT AGREEMENT made
as of September 30, 2005, by and between ADE CORPORATION, a
Massachusetts corporation (the “ Company ”),
having its principal offices at 80 Wilson Way, Westwood, MA 02090,
and DR. CHRIS L. KOLIOPOULOS (the “ Executive
”), an individual with an address at 4080 N. Placita de
Carrillo, Tucson, AZ 85750.
The parties agree as
follows:
1.
Employment, Duties and
Acceptance .
(a) The
Company hereby employs the Executive during the Term (defined
below) to render exclusive and full-time services as the President
and Chief Executive Officer (“ CEO ”) of the
Company and, in connection therewith, to perform such duties as are
customarily assigned to individuals serving in such positions and
such other duties as the Executive shall reasonably be directed to
perform by the Board of Directors of the Company (the “
Board ”).
(b) The
Executive accepts such employment and shall render the services
referred to above. The Executive shall devote his full working time
and energies (excluding periods of vacation and personal time off
to which he is entitled) to the business and affairs of the Company
and agrees to use his best efforts, skills and abilities to promote
the Company’s interests. Notwithstanding the foregoing, the
Executive may devote such reasonable time as may be necessary, to
the extent that it does not interfere with the performance of his
duties and responsibilities hereunder, to (i) service on boards of
directors of other companies, if approved in advance by the Board,
and (ii) such other business activities as the Board may approve in
advance.
2.
Term . The term of the Executive’s employment pursuant
to this Agreement (the “ Term ”) commenced on
June 20, 2002 and shall continue until June 20, 2008, unless
extended by mutual agreement of the Company and the Executive or
unless sooner terminated pursuant to Paragraph 4 of this
Agreement.
3.
Compensation and Benefits . Subject to the Executive’s
adherence to all of his responsibilities under this Agreement and
all other agreements with the Company, the Executive shall be
entitled to receive the following compensation and benefits during
his employment with the Company:
(a) As
compensation for all services to be rendered to the Company by the
Executive, the Company shall pay the Executive (i) from and after
September 12, 2005, a salary of $407,000 per annum, subject to
increase in the sole discretion of the Board (the “ Base
Salary ”), and (ii) such incentive or bonus compensation
as the Board in its sole discretion may determine to pay to the
Executive from time to time, all such compensation to be payable in
accordance with the payroll policies of the Company as from time to
time in effect, less such deductions as shall be required to be
withheld by applicable law and regulations. The Base Salary shall
be reviewed by the Board at least annually, either before or at
its
meeting following the Annual Meeting
of Stockholders of the Company, and any increases shall be
effective as of the date of the Company’s payroll period
ending closest to the date of such Annual Meeting. The Base Salary
shall not be subject to reduction without the consent of the
Executive.
(b) The
Executive shall be permitted during his employment, if and to the
extent eligible, to participate in all group insurance programs and
other fringe benefit plans which the Company shall make available
to its executive employees.
(c) The
Executive shall be entitled to personal time off in accordance with
the Company’s policies as in effect from time to
time.
(d) Subject
to such policies as may from time to time be established by the
Company, the Company shall pay or reimburse the Executive for all
reasonable and necessary expenses actually incurred or paid by the
Executive in the course of performing his duties hereunder upon
presentation of expense statements or vouchers or such other
supporting information as the Company may require.
4.
Termination of Employment . The Executive’s employment
with the Company may or shall be terminated prior to the scheduled
expiration of the Term as follows:
(a)
Death . The Executive’s employment with the Company
shall terminate automatically upon the Executive’s
death.
(b)
Disability . The Company may terminate the Executive’s
employment with the Company if the Executive becomes Disabled, such
termination to be effective 30 days after notice from the Company
to the Executive, unless such Disability shall have ceased and the
Executive shall have returned to full-time performance of his
duties within such 30 day period. As used in this Agreement,
“ Disabled ” and “ Disability
” with respect to the Executive shall mean that as a result
of the Executive’s incapacity due to physical or mental
illness or physical injury (excluding illness or injury which was
caused by substance abuse by the Executive), the Executive shall
have failed substantially to perform his duties and
responsibilities hereunder (i) for a period of one hundred twenty
(120) consecutive days or (ii) for an aggregate of one hundred
twenty (120) days during any period of twelve (12) consecutive
months.
(c)
Cause . The Company shall have the right to terminate the
Executive’s employment for Cause (as defined below) at any
time upon written notice to the Executive, stating in reasonable
detail the basis for such termination. As used in this Agreement,
the term “ Cause ” shall mean any of (i) a
material breach by the Executive of his obligations under this
Agreement or any other agreement between the Executive and the
Company, including the Confidentiality Agreement (defined below);
(ii) the willful or knowingly reckless engaging by the Executive in
conduct which is or may be materially financially injurious to the
Company; (iii) the commission by the Executive of fraud,
embezzlement or theft against the Company; or (iv) conviction of,
or the Executive’s written admission to, a felony;
provided , however , that in the event of a potential termination
for any Cause specified in clauses (i) and (ii) above, such
termination shall
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not be effective unless the
Executive shall have received notice from the Company setting forth
in reasonable detail the basis of the proposed termination and the
Executive shall have been provided a period of thirty (30) days
from receipt of such notice to cure or correct the conduct (if it
is susceptible of cure or correction) giving rise to such potential
termination.
(d)
Without Cause . The Company shall have the right to
terminate the Executive’s employment at any time, other than
for Cause, Disability or death, upon written notice to the
Executive.
(e)
Termination Due to Job Restructuring . The Executive shall
have the right to terminate his employment hereunder, upon sixty
(60) days prior written notice to the Company stating in reasonable
detail the basis for his termination, if the Executive is no longer
the CEO of the Company or if his duties and responsibilities are so
materially diminished that they are no longer consistent with the
duties and responsibilities of the CEO of the Company (regardless
of whether such change in title, duties or responsibilities results
from a merger, change of control of the Company, action by the
Board or otherwise) or if the Executive’s Base Salary is
reduced by more than 10% without his consent; provided ,
however , that if, during such 60 day period, the Company
restores the Executive’s title or duties and responsibilities
to the level required by this subparagraph (e), or reverses the
reduction of his Base Salary, as the case may be, then the
Executive’s notice of termination shall not be effective; and
provided , further that in the event the Executive
shall fail to send the Company a notice of termination pursuant to
this subparagraph (e) within 30 days of the effective date of a
proposed change in his title or duties and responsibilities, the
Executive’s rights under this subparagraph (e) shall cease
with respect to such change.
(f)
Resignation . The Executive shall have
