AUGUST TECHNOLOGY CORP
EXHIBIT 10.20
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>3
<FILENAME>a2041075zex-10_20.txt
<DESCRIPTION>EXHIBIT 10.20
<TEXT>

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                         EXECUTIVE EMPLOYMENT AGREEMENT


                                    PARTIES:

         JAMES K. NURSE, Vice President, Customer Service ("Executive")
         115 Dover Road
         Longmeadow, MA  01106
         AUGUST TECHNOLOGY CORPORATION ("Company")
         4900 West 78th Street
         Bloomington, MN  55435


         Dated this 28 day of August, 2000.

                                    RECITALS

A.   The parties desire to provide for employment of Executive by Company as its
     Vice President, Customer Service.

B.   Company desires reasonable protection of Company's confidential business
     and technical information which has been developed over the years by
     Company at substantial expense.

Company and Executive, each intending to be legally bound, covenant and agree as
follows:

1.  EMPLOYMENT. Upon the terms and conditions set forth in this Agreement,
    Company hereby employs Executive, and Executive accepts such employment as
    its Vice President, Customer Service. Except as expressly provided herein,
    termination of this Agreement by either party shall also terminate
    Executive's employment by Company.

2.  DUTIES. Executive shall devote his full-time and best efforts to Company and
    fulfilling the duties of his position which shall include such duties as may
    from time to time be assigned him or her by the CEO, COO or Board of
    Directors of the Company; provided that such duties are reasonably
    consistent with Executive's education, experience and background.

3.   EMPLOYMENT DATE. Executive's employment shall commence as of the date
     hereof ("Employment Date"), and continue until terminated as provided
     herein. In any event, the Agreement shall automatically terminate without
     notice when the Executive reaches 70 years of age. If employment is
     continued after the age of 70 by mutual agreement, it shall be terminable
     at will by either party.

4.   COMPENSATION.

     (a)  BASE SALARY. For all services rendered under this Agreement during the
          term of Executive's employment, Company shall pay Executive a Base
          Salary ("Base Salary" shall mean regular cash compensation paid on a
          periodic basis exclusive of benefits, bonuses or incentive payments)
          at the annual rate of $145,000, payable twice monthly subject to
          review and possible adjustment by the Board of Directors at least
          annually. If the Executive's salary is adjusted during the term of
          this Agreement, the adjusted amount shall be the Base Salary until
          further adjusted by the Board of Directors.

     (b)  BONUS AND INCENTIVE. Bonus or incentive compensation shall be in
          accordance with the August Technology Annual Award Plan (Exhibit-A).
          Company reserves the right to alter, amend or eliminate any bonus or
          incentive plans in accordance with their terms.

     (c)  FRINGE BENEFITS. In addition to the compensation payable to Executive
          as provided in paragraphs 4(a) and (b) above:


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          i)   VACATION. Executive shall be entitled to accrue three (3) weeks
               paid vacation for each year of employment, which shall be
               calculated in arrears on a monthly basis commencing as of the end
               of the month following the Employment Date. Vacation shall
               accumulate, so that if the full vacation that is earned and
               accrued in a particular year of employment is not taken in that
               particular year of employment, any unused portion will be carried
               into and may be taken in the following year of employment only.

          ii)  OTHER BENEFITS. The Executive shall be entitled to participate in
               most other benefit programs offered by the Company to its
               full-time executive employees, including, but not limited to,
               health/dental; retirement benefits through the Company's 401k
               plans; personal days off benefits; and other benefits that may be
               offered from time to time by the Company. Executives
               participating in the Annual Award Plan are not eligible to
               participate in the Cash Profit Sharing Plan.

     (d)  STOCK OPTIONS. Company hereby agrees to grant the Executive
          Non-Qualified Stock Options under the Company's 1997 Stock Option Plan
          to purchase up to 40,000 shares of its common stock. Such options
          shall be granted at the closing price on the date of the Board of
          Directors approval, normally within two weeks after the end of the
          month in which you were hired. Options shall expire seven (7) years
          from the date of hereof, shall vest 20% per year commencing on your
          start date (subject to paragraph 10 hereof), and shall have other
          provisions generally included in stock option agreements of the
          Company. Such stock options shall be governed by the terms of the
          Company's applicable stock option plan(s) and a stock option agreement
          with Executive. It is the intention of the Board of Directors, from
          time to time, to make additional options available to executives based
          on performance.

5.   BUSINESS EXPENSES. Company shall, in accordance with, and to the extent of,
     its policies in effect from time to time, bear all ordinary and necessary
     business expenses incurred by the Executive in performing his duties as an
     employee of Company, provided that Executive accounts promptly for such
     expenses to Company in the manner prescribed from time to time by Company.

6.   TERMINATION. Subject to the respective continuing obligations of the
     parties, pursuant to paragraphs 7, 8, 9, 10, 11 and 12, this Agreement may
     be terminated as follows:

     (a)  BY THE COMPANY. The Company may terminate this Agreement under the
          following circumstances:

               (i)WITH CAUSE, ETC. Company may terminate this Agreement
               immediately for cause, which for purposes of this agreement shall
               include without limitation, fraud, misrepresentation, theft or
               embezzlement of Company assets, material intentional violations
               of law or Company policies, actions involving moral turpitude or
               a material breach of the provisions of this Agreement, including
               specifically the repeated failure to perform his duties as
               required by paragraph 2 after notice of such failure from Company
               and the expiration of thirty (30) days without corrective action
               having been undertaken by Executive.

               (II)WITHOUT CAUSE. Company may terminate this Agreement without
               cause on thirty (30) days' advance written notice subject to the
               severance payment provisions set forth in paragraph 7.


     (b)  BY EXECUTIVE. Executive may terminate this Agreement without cause on
          thirty (30) days' notice. August Technology shall then set the date of
          termination which shall be no less than two (2) weeks from date of
          notice, unless company pays executive for the balance of the two week
          notice period.

     (c)  DEATH. If Executive should die during the term of this Agreement, this
          Agreement shall thereupon terminate; provided, however, that the
          Company shall pay to the Employee's beneficiary or estate, the
          compensation as provided in paragraph 7 below.

     (d)  PERMANENT DISABILITY. In the event the Executive should become
          permanently disabled during the term of this Agreement, then this
          Agreement shall terminate. For the purposes hereof, a permanent
          disability shall mean that disability resulting from injury, disease
          or other cause, whether mental or physical, which incapacitates the
          Executive from performing his normal duties as an employee, appears to
          be permanent in


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          nature and contemplates the continuous, necessary and substantially
          complete loss of all management and professional activities for a
          continuous period of six (6) months.

     (e)  PARTIAL DISABILITY. If the Executive should become partially disabled,
          he shall be entitled to his salary as provided herein for a period of
          six (6) months. At the end of said period of time, if such Executive
          remains partially disabled, the Executive's salary shall be adjusted
          to reflect the amount of time the Executive is able to devote to the
          Company's business.

     (f)  TEMPORARY DISABILITY. In the event the Executive should become
          disabled, but such disability is not permanent, as defined above, such
          Executive shall be entitled to his salary for a period of six (6)
          months. If such temporary disability continues longer than said period
          of time, then the Executive shall be deemed to have become permanently
          disabled for the purposes of this Agreement at the end of said six (6)
          month period.

7.   REMEDIES FOR EARLY TERMINATION.

     (a)  In the event of termination pursuant to paragraph 6, Base Salary and
          any other compensation shall be paid as follows:

          (i)  In the event of termination pursuant to paragraph 6(a)(i), Base
               Salary shall continue to be paid on a semi-monthly basis prorated
               through the date of termination specified in any notice of
               termination and Executive shall be entitled to continue to
               participate in those benefit programs provided by Subparagraph
               4(c)(ii) for the minimum time period required by law following
               termination at his own cost.

          (ii) In the event of termination pursuant to paragraph 6(a)(ii), Base
               Salary shall continue to be paid on a semi-monthly basis for
               three (3) months following the date of termination specified in
               any notice of termination, and Executive shall be entitled to
               continue to participate in those benefit programs provided by
               Subparagraph 4(c)(ii) for the longer of three (3) months or the
               minimum time period required by law following termination,
               provided that the Company shall bear the cost of such benefits
               for no longer than three (3) months.

          (iii)In the event of termination pursuant to paragraph 6(b),
               compensation shall continue to be paid as follows: if the notice
               of termination is given by Executive at any time, Base Salary
               shall continue to be paid on a semi-monthly basis prorated
               through the date of termination specified in such notice and
               Executive shall be entitled to continue to participate in those
               benefit programs provided by Subparagraphs 4(c)(ii) for the
               minimum time period required by law following termination at his
               own cost.

          (iv) In the event of termination of this Agreement by reason of
               Executive's death, payment of Base Salary shall terminate as of
               the end of the month following the Executive's death.

          (v)  In the event of disability, payment of Base Salary shall
               terminate as of the end of the month in which the last day of the
               three (3) month period of Executive's inability to perform his
               duties occurs.

     (b)  In the event of termination by reason of Executive's death or
          disability (clauses (a)(iv) and (a)(v) above):

          (i)  Executive shall receive a pro rata portion (prorated through the
               last day Base Salary is payable pursuant to clauses (a)(iii) and
               (a)(iv), respectively) of any bonus or incentive payment (for the
               year in which death or disability occurred), to which he/she
               would have been entitled had he/she remained continuously
               employed for the full fiscal year in which death or disability
               occurred and continued to perform his duties in the same manner
               as they were performed immediately prior to the death or
               disability; and

          (ii)       The exercise of any options then held by Executive shall be
               governed by the terms of the applicable Company stock option
               plan.

8.   CONFIDENTIAL INFORMATION.


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     (a)  For purposes of this paragraph 8, the term "Confidential Information"
          means information which is not generally known and which is
          proprietary to Company or which has been made available to the Company
          in a manner reasonably understood to require confidential treatment,
          including (i) trade secret information about Company and its products;
          and (ii) information relating to the business of Company as conducted
          at any time within the previous two (2) years or anticipated to be
          conducted by Company, and to any of its past, current or anticipated
          products, including, without limitation, information about Company's
          research, development, manufacturing, purchasing, accounting,
          engineering, marketing, selling, leasing or servicing. All information
          that Executive has a reasonable basis to consider Confidential
          Information or which is treated by Company as being Confidential
          Information shall be presumed to be Confidential Information, whether
          originated by Executive or by others, and without regard to the manner
          in which Executive obtains access to such information.

     (b)  Executive will be governed by the terms of the Employee Assignment and
          Disclosure Agreement attached hereto as Exhibit-B .

9.   INVENTIONS.

     (a)  For purposes of this paragraph 9, the term "Inventions" means
          discoveries, improvements and ideas (whether or not in writing or
          reduced to practice) and works of authorship, whether or not
          patentable or copyrightable, (1) which relate directly to the business
          of Company, or to Company's actual or demonstrably anticipated
          research or development, (2) which result from any work performed by
          Executive for Company, (3) for which equipment, supplies, facilities
          or trade secret information of Company is utilized, or (4) which were
          developed during the time Executive was obligated to perform the
          duties described in paragraph 2.

     (b)  Executive will be governed by the terms of the Employee Assignment and
          Disclosure Agreement attached hereto as Exhibit-B.

10.  NO ADEQUATE REMEDY. The parties agree that it is impossible to measure in
     money the damages which the Company will accrue to either party by reason
     of a failure of an executive to perform any of the obligations under this
     Agreement. Therefore, if the Company shall institute any action or
     proceeding to enforce the provisions hereof, the Executive shall not urge
     in any such action or proceeding the claim or defense that the Company has
     an adequate remedy at law.

11.  MISCELLANEOUS.

     (a)  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure
          to the benefit of the successors and assigns of Company, whether by
          way of merger, consolidation, operation of law, assignment, purchase
          or other acquisition of substantially all the assets or business of
          Company and shall only be assignable under the foregoing circumstances
          and shall be deemed to be materially breached by Company if any such
          successor or assign does not absolutely and unconditionally assume all
          of Company's obligations hereunder. Any such successor or assign shall
          be included in the term "Company" as used in this Agreement.

     (b)  NOTICES. All notices, requests and demands given to or made pursuant
          hereto shall, except as otherwise specified herein, be in writing and
          be delivered or mailed to any such party at its address which:


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In the case of the Executive shall be:

                                 JAMES K. NURSE
                                 115 Dover Road
                                 Longmeadow, MA  01106

                          In the case of Company shall be:

                                 AUGUST TECHNOLOGY CORPORATION
                                 ATTN:  COO
                                 4900 West 78th Street
                                 Bloomington MN  55435


          Either party may, by notice hereunder, designate a changed address.
          Any notice, if mailed properly addressed, postage prepaid, registered
          or certified mail, shall be deemed dispatched on the registered date
          or that stamped on the certified mail receipt, and shall be deemed
          received within the second business day thereafter or when it is
          actually received, whichever is sooner.

     (c)  CAPTIONS. The various headings or captions in this Agreement are for
          convenience only and shall not affect the meaning or interpretation of
          this Agreement.

     (d)  GOVERNING LAW. The validity, construction and performance of this
          Agreement shall be governed by the laws of the State of Minnesota and
          any and every legal proceeding arising out of or in connection with
          this Agreement shall be brought in the appropriate courts of the State
          of Minnesota, each of the parties hereby consenting to the exclusive
          jurisdiction of said courts for this purpose.

     (e)  CONSTRUCTION. Wherever possible, each provision of this Agreement
          shall be interpreted in such manner as to be effective and valid under
          applicable law, but if any provision of this Agreement shall be
          prohibited by or invalid under applicable law, such provision shall be
          ineffective only to the extent of such prohibition or invalidity
          without invalidating the remainder of such provision or the remaining
          provisions of this Agreement.

     (f)  WAIVERS. No failure on the part of either party to exercise, and no
          delay in exercising, any right or remedy hereunder shall operate as a
          waiver thereof, nor shall any single or partial exercise of any right
          or remedy hereunder preclude any other or further exercise thereof or
          the exercise of any other right or remedy granted hereby or by any
          related document or by law.

     (g)  MODIFICATION. This Agreement may not be and shall not be modified or
          amended except by written instrument signed by the parties hereto.

     (h)  ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement and
          understanding between the parties hereto in reference to all the
          matters herein agreed upon; provided, however, that this Agreement
          shall not deprive Executives of any other rights Executives may have
          now or in the future, pursuant to law or the provisions of Company
          benefit plans.


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     IN WITNESS WHEREOF, The parties hereto have caused this Agreement to be
duly executed and delivered as of the day and year first above written.




         ---------------------------------------------
         James K. Nurse



         AUGUST TECHNOLOGY CORPORATION

         By
           ------------------------------------------

         Its:
             -----------------------------------------


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