Chairman & CEO Employment Agreement - Stuart Evans

EXHIBIT 10.3


CONFIDENTIAL
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EXECUTION COPY


EMPLOYMENT AGREEMENT
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This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into on January 25, 1995, by and between Cotag International Limited, a company organized under the laws of England (the "Company"), and Stuart Evans ("Employee").


Recitals
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A. Employee has been employed by the Company (or its subsidiary, Tag Radionics Limited) since January 1, 1983 and as Chairman and Chief Executive of the Company since April 28, 1987, and has accumulated experience and knowledge of value to the Company.


B. The Company desires to provide for the continued employment of Employee in such a manner as will reinforce and encourage the Employee's highest attention and dedication to the Company.


C. Employee is willing to continue to serve the Company on the terms and conditions provided herein.


Terms and Conditions
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In consideration of the covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1. Employment. The Company shall continue to employ Employee, and
---------- Employee shall continue to serve the Company, on the terms and conditions set forth herein.


2. Term. Subject to the terms and conditions herein, the employment of
---- Employee by the Company as provided in Section 1 will be for a term commencing on the date hereof and expiring on the close of business on January 31, 1997 (the "Primary Term"). Thereafter this Agreement may be terminated by either the Company or the Employee upon twelve months written notice of termination which may be given at any time, but not to expire before the expiring of the Primary Term.


3. Position and Duties. The Company shall engage Employee, and Employee
------------------- shall serve, as Chairman and Chief Executive of the Company with such duties as may be assigned to him from time to time by the President and Chief Executive Officer of Amtech Corporation, the Company's parent corporation organized under the laws of the State of Texas, (hereinafter referred to as the "Amtech CEO"). Employee shall devote


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substantially all his working time and efforts to the business and affairs of the Company and to the Employee's responsibilities as Vice President-Europe of Amtech Systems Corporation, a corporation organized under the laws of the State of Delaware. The location of Employee's principal employment shall be Mercers Row, Cambridge CB5 8EX.


4. Compensation. During the term of Employee's employment hereunder, the
------------ Company shall pay Employee for his services a base salary of not less than (Pounds)95,000 per annum (the "Base Salary"), payable monthly in arrears on the last Friday of every month. The Base Salary includes any amounts that the Employee may request that the Company contribute to a defined contribution pension scheme on the Employee's behalf. The Amtech CEO shall review the Base Salary of Employee once a year and if he, in his sole and complete discretion, deems an adjustment in the Base Salary is appropriate for any reason whatsoever (including, but not limited to, a change of Employee's duties), the adjustment will be effective on the date designated by the Amtech CEO and be evidenced by appropriate entries on the payroll records of the Company. All applicable taxes on the Base Salary will be withheld in accordance with applicable taxation guidelines.


During the Primary Term, the Employee will receive on such dates a minimum increase equal to the increase in the United Kingdom retail price index for the twelve months ended on February 1, 1996 and February 1, 1997.


The Employee will have the opportunity to receive on an annual basis an amount equal to between 25% to 30% of the Base Salary in a bonus (the "Bonus Opportunity"). For 1995, 1/3 of the Bonus Opportunity is based upon the Company's financial performance, as set forth in a bonus plan similar to a bonus plan applicable to the executive management team at Amtech Corporation, the parent corporation of the Company ("Amtech"), 1/3 of the Bonus Opportunity is based upon the financial performance of Amtech, as set forth in a bonus plan applicable to the executive management team at Amtech, while 1/3 of the Bonus Opportunity is based upon individual performance as determined by the Amtech CEO.


5. Working Hours and Vacation. The Employee's normal hours are 37.5 hours
-------------------------- per week, excluding lunch break during the hours of 9:00 a.m. through 5:30 p.m., Monday through Friday.


In addition to public holidays when the Company is closed, the Employee is entitled, without loss of remuneration, to twenty-five vacation days in each calendar year, of which up to ten accrued and unused vacation days may be carried into the next calendar year. Vacation days may be taken in advance of entitlement to such days; provided, however, if the Employee leaves employment of the Company for any reason and the Employee has taken a number of vacation days in excess of the number accrued to that date, then the Employee shall reimburse


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the Company any remuneration paid on account of the excess vacation days.


6. Absence Due to Illness. During any period of absence from work due to
---------------------- physical or mental illness or accident, the Employee is required to produce a proper certificate so as to continue to be entitled to the Base Salary. In the event of absence from work due to physical or mental illness or accident for a period of four or more consecutive days, the Employee is required to provide the Company with a statement signed by the Employee under the self certification procedure of the Statutory Sick Pay Scheme stating the cause of incapacity. Where the Employee's absence due to physical or mental illness or accident exceeds six or more consecutive days, the Employee will cause to be produced to the Company a certificate signed by a qualified medical examiner.


The Company shall set off against the Employee's remuneration all Statutory Sick Pay payments made by the Company in accordance with the Statutory Sick Pay Scheme.


7. Life Assurance. The Company will maintain at its own expense a life
-------------- assurance policy (the "Policy") in favor of the Employee's dependents or beneficiaries in the event of the Employee's death during the term of this Agreement. The benefit payable under the Policy will be a lump sum of four times the Base Salary on the date of death of the Employee.


8. Expenses and Services. During the term of Employee's employment
--------------------- hereunder, Employee will be required to travel both domestically and internationally and shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Employee by reason of his employment, provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by the Company and in effect when the expenses are incurred. The Company shall furnish Employee with office space, secretarial assistance, office supplies, office equipment and such other facilities and services as are suitable to Employee's position and adequate for the performance of his duties.


9. Transportation. The Company will provide the Employee with a Jaguar
-------------- XJ6 Sovereign motor car (the "Company Vehicle"), or its substantial equivalent. The Company agrees to pay for the licensing, in ...