EXHIBIT 10.18
EMPLOYMENT AGREEMENT
This
Employment Agreement, dated as of May 3, 2004, is entered into
between Tegal Corporation (the “Company”) and Steven
Selbrede (“Employee”).
WHEREAS , the Company desires to employ and retain the
services of Employee, and Employee wishes to become employed by the
Company, on the terms set forth in this Agreement;
NOW, THEREFORE , in consideration of the promises and the
mutual covenants set forth in this Agreement, the Company and
Employee agree as follows:
1. Term of
Employment . Subject to the termination provisions
hereinafter set forth, the Company will employ the Employee, and
the Employee accepts employment with the Company, for a period of
two years (the “Term”) commencing as of the date first
written above.
2. Duties
. The Employee will serve as Vice President and Chief
Technology Officer reporting to the Chief Executive Officer of the
Company, or to any other person as the Chief Executive Officer may
thereafter designate. The Employee will also serve, on an interim
basis as determined by the Chief Executive Officer, as General
Manager of the “Etch Business Unit” of the Company, for
which no additional compensation shall be provided. The Employee
will discharge such duties and responsibilities as are customary
for such position or are prescribed from time to time by the
Company. The Employee will devote his full time and attention to
the affairs of the Company and will not enter the employ of or
serve as a consultant to, or in any way perform any services for,
with or without compensation, any other person, business or
organization without the prior approval of the Company. In no event
may any such service be inconsistent with, or prevent Employee from
carrying out, his duties under this Agreement, as determined at the
sole discretion of the Company.
3. Maintaining
Confidential Information/Property Rights . Employee agrees
to sign and abide by Company policies regarding Confidential &
Proprietary Information and Intellectual Property/Property Rights,
as attached hereto.
4. Non-Competition;
Non-Solicitation . During the Term and any Salary
Continuation Period as provided in Paragraph 9(a), Employee shall
not, directly or indirectly:
(c) own,
manage, operate, advise, consult, join, control or participate in
the ownership, management, operation or control of, be employed by,
perform services for, or be connected in any manner with, any
enterprise which is engaged in providing: i) any plasma etch system
capable of etching “new materials”; ii) any PVD
(physical vapor deposition) system competitive with the
Company’s products; iii) any ALD (atomic level deposition)
system or NLD (nano layer deposition) or MOCVD (metal organic
deposition systems), or their equivalents, to any semiconductor,
thin film head, mems or other device manufacturers anywhere in the
world; provided , however , that such restriction
shall not apply to Employee’s ownership of any passive
investment representing an interest of less than five percent (5%)
of an outstanding class of publicly traded securities;
or
(d)
recruit, encourage or solicit any person who was an employee or
contractor of the Company or any entity affiliated with the Company
(the “Affiliated Entity”) to leave the Company’s
or Affiliated Entity’s employ or service for any reason, or
interfere in any material manner with employment or service
relationships at the time existing between the Company or
Affiliated Entity and the subject employee or contractor (except as
may be required in any bona fide termination decision during the
Term regarding any Company or Affiliated Entity employee) in order
to induce such employee or contractor of the Company to accept
other employment or a consulting agreement with any other person or
entity.
Employee acknowledges that the
services that he shall provide to the Company under this Agreement
are unique and that irreparable harm shall be suffered by the
Company in the event of the breach by Employee of any of his
obligations under this Section 4, and that the Company shall be
entitled, in addition to its other rights and remedies, whether
legal or equitable, to enforce such obligations by an injunction or
decree of specific performance. If any restriction set forth in
this non-competition section is found by a court to be
unreasonable, then Employee agrees, and hereby submits, to the
reduction and limitation of such prohibition to such area or period
as shall be deemed reasonable by such court.
5. Salary and
Incentives .
(a)
Salary . During the Term, the Company will pay
the