August Technology Corp Sample Contracts

August Technology Corp – News Release (January 9th, 2006)

Flanders, NJ, and Bloomington, MN, January 9, 2006 – Rudolph Technologies, Inc. (NASDAQ: RTEC) and August Technology Corporation (NASDAQ: AUGT) announced their participation in the 8th Annual Needham & Company, LLC Growth Conference at the Palace Hotel in New York City, January 10-13, 2006. There will be a joint presentation followed by a question and answer period.

August Technology Corp – AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (December 9th, 2005)

This AMENDMENT NO. 1 (this “Amendment”) to Agreement and Plan of Merger, dated as of June 27, 2005, by and among RUDOLPH TECHNOLOGIES, INC., a Delaware corporation, (“Parent”), NS MERGER SUB, INC., a Minnesota corporation (“Merger Sub”) and AUGUST TECHNOLOGY CORPORATION, a Minnesota corporation (the “Company”), (together with all exhibits, schedules and attachments thereto, the “Merger Agreement”), is made as of this 8th day of December 2005, by and among Parent, Merger Sub and the Company.

August Technology Corp – AUGUST TECHNOLOGY ANNOUNCES AMENDMENT OF MERGER AGREEMENT WITH RUDOLPH TECHNOLOGIES (December 9th, 2005)

Minneapolis, December 9, 2005 – August Technology Corporation (NASDAQ: AUGT) today announced it has agreed to amend its merger agreement with Rudolph Technologies, Inc.(NASDAQ: RTEC) to reflect a change in the composition of Rudolph’s board of directors after the close of the merger. Instead of a twelve member Board as originally contemplated, the board of directors will be reduced to ten, including seven members selected by Rudolph and three members selected by August Technology. All other terms and conditions of the original merger agreement remain unchanged. Rudolph expects to file an amendment to its registration statement for the transaction with the SEC within the next few days.

August Technology Corp – News Release For Release on November 9, 2005 Contact: Stan Piekos, CFO Phone: (952) 259-1672 E-mail: stan.piekos@augusttech.com Contact: Virginia Becker, Corp Communications Phone: (952) 259-1647 E-mail: virginia.becker@augusttech.com (November 10th, 2005)

Minneapolis, November 9, 2005–August Technology Corporation (NASDAQ:AUGT), a leading provider of automated inspection and data analysis solutions for the microelectronic industries, today announced that the Company has completed the financial restatement process announced in the Company’s press release of September 28, 2005.

August Technology Corp – News Release For Release on November 9, 2005 Contact: Stan Piekos, CFO Phone: (952) 259-1672 E-mail: stan.piekos@augusttech.com Contact: Virginia Becker, Corp Communications Phone: (952) 259-1647 E-mail: virginia.becker@augusttech.com (November 10th, 2005)

Minneapolis, November 9, 2005–August Technology Corporation (NASDAQ:AUGT), a leading provider of automated inspection and data analysis solutions for the microelectronic industries, today announced it has filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q for the period ending September 30, 2005. The Company also announced it has filed with the SEC an amended Form10-K/A covering fiscal years ended December 31, 2004, and amended Quarterly reports on Form10-Q/A for interim periods ended March 31, 2005 and June 30, 2005.

August Technology Corp – AMENDMENT TO EMPLOYMENT AGREEMENT (August 5th, 2005)

WHEREAS, Company and Employee are parties to an existing Employment Agreement (attached) signed by the parties on March 6, 2002 (hereinafter referred to as “Employment Agreement”); and

August Technology Corp – [August Technology Letterhead] (August 5th, 2005)

As you know, your employment with August Technology Corporation (“August Technology”) will terminate effective at the close of business on Monday, June 6, 2005. The purpose of this Separation Agreement and Release letter (“Agreement”) is to set forth the specific severance pay and benefits that August Technology will provide you in exchange for your agreement to the terms and conditions of this Agreement. While this Agreement is being provided to you now for your review, you may not sign this Agreement until on or after June 6, 2005.

August Technology Corp – News Release For Release on July 13, 2005 (July 14th, 2005)

Contact: Company: Phone: E-mail: Contact: Company: Phone: E-mail: Steve R. Roth, CFO Rudolph Technologies, Inc. (973) 448-4302 sroth@rudolphtech.com Jana Clerico Rudolph Technologies, Inc. (973) 448-4316 jclerico@rudolphtech.com Stan Piekos, CFO August Technology (952) 259-1672 stan.piekos@augusttech.com Megan Andrada, Communications August Technology (952) 259-1647 megan.andrada@augusttech.com

August Technology Corp – News Release For Release on July 13, 2005 Contact: Phone: E-mail: Stan Piekos, CFO (952) 259-1672 stan.piekos@augusttech.com Contact: Phone: E-mail: Megan Andrada, Communications (952) 259-1647 megan.andrada@augusttech.com (July 14th, 2005)

Minneapolis - July 13, 2005 - August Technology Corporation (NASDAQ: AUGT), today responded to a letter from Ken Schroeder, Chief Executive Officer of KLA-Tencor, dated July 12, 2005 and publicly released earlier today regarding the closing of the investigation of the Antitrust Division of the U.S. Department of Justice (“DOJ”) into KLA-Tencor’s proposal to acquire August Technology. Mr. Schroeder repeated statements made in the past regarding KLA’s interest in acquiring August Technology.

August Technology Corp – News Release For Release on July 14, 2005 (July 14th, 2005)

Minneapolis – July 14, 2005 - August Technology Corporation (Nasdaq: AUGT) today announced that it has filed a patent infringement lawsuit against Camtek, Ltd. (Nasdaq: CAMT) of Migdal Haemek, Israel.

August Technology Corp – AMENDMENT TO EMPLOYMENT AGREEMENT (July 8th, 2005)

WHEREAS, Company and Employee are parties to an existing Employment Agreement (attached) signed by the parties on July 11, 2002 (hereinafter referred to as “Employment Agreement”); and

August Technology Corp – MERGER TERMINATION AGREEMENT (June 30th, 2005)

This Merger Termination Agreement (this “Agreement”) is entered into as of June 27, 2005 by and among Nanometrics Incorporated, a California corporation (“Parent”), Major League Merger Corporation, a Minnesota corporation and wholly owned subsidiary of Parent (“Merger Sub 1”), Minor League Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 2”) and August Technology Corporation, a Minnesota corporation (the “Company”).

August Technology Corp – AUGUST TECHNOLOGY CORPORATION AMENDED 1998 DIRECTOR COMPENSATION PLAN Amendment to Schedule 1 – effective January 1, 2005 (June 30th, 2005)
August Technology Corp – AMENDED AND RESTATED ARTICLES OF INCORPORATION OF AUGUST TECHNOLOGY CORPORATION (June 30th, 2005)

The undersigned individual, being of full age, for the purpose of forming a corporation under and pursuant to Chapter 302A of the Minnesota Statutes, as amended, hereby adopts the following Articles of Incorporation:

August Technology Corp – AUGUST TECHNOLOGY CORPORATION and WELLS FARGO BANK, N.A. Rights Agreement Dated as of June 27, 2005 (June 30th, 2005)

Agreement, dated as of June 27, 2005, between August Technology Corporation, a Minnesota corporation (the “Company”), and Wells Fargo Bank, N.A., as rights agent (the “Rights Agent”).

August Technology Corp – MERGER TERMINATION AGREEMENT (June 30th, 2005)

This Merger Termination Agreement (this “Agreement”) is entered into as of June 27, 2005 by and among Nanometrics Incorporated, a California corporation (“Parent”), Major League Merger Corporation, a Minnesota corporation and wholly owned subsidiary of Parent (“Merger Sub 1”), Minor League Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 2”) and August Technology Corporation, a Minnesota corporation (the “Company”).

August Technology Corp – Powerpoint Presentation to Employees of August Technology Corporation on June 28, 2005 (June 29th, 2005)

In connection with the proposed transaction, a registration statement of Rudolph Technologies, Inc., which will include a joint proxy statement of Rudolph and August, and other materials, will be filed with the SEC. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RUDOLPH, AUGUST AND THE PROPOSED TRANSACTION. Investors will be able to obtain free copies of the registration statement and joint proxy statement (when available) as well as other filed documents containing information about Rudolph and August at http://www.sec.gov, the SEC’s website. Free copies of Rudolph’s SEC filings may also be obtained at http://www.rudolphtech.com, and free copies of August’s SEC filings may be obtained from August’s website at http://www.augusttech.com.

August Technology Corp – RUDOLPH TECHNOLOGIES AND AUGUST TECHNOLOGY CORPORATION ANNOUNCE AGREEMENT TO MERGE (June 29th, 2005)

Flanders, NJ, and Bloomington, MN, June 28, 2005 – Rudolph Technologies, Inc. (Nasdaq: RTEC) a leading provider of process control equipment for thin film measurement and macro defect inspection announced today that it has signed a definitive merger agreement with August Technology Corporation (Nasdaq: AUGT), a leading supplier of inspection and defect analysis solutions for the microelectronic industries. The transaction has been unanimously approved by the board of directors of both companies, is subject to customary regulatory approvals and shareholder vote of each company, and is expected to close in the fourth quarter of 2005.

August Technology Corp – News Release For Release on June 28, 2005 (June 29th, 2005)

Contact: Phone: E-mail: Contact: Phone: E-mail: Stan Piekos, CFO (952) 259-1672 stan.piekos@augusttech.com Megan Andrada, Communications (952) 259-1647 megan.andrada@augusttech.com

August Technology Corp – Powerpoint Presentation to Employees of August Technology Corporation on June 28, 2005 (June 28th, 2005)

In connection with the proposed transaction, a registration statement of Rudolph Technologies, Inc., which will include a joint proxy statement of Rudolph and August, and other materials, will be filed with the SEC. WE URGE INVESTORS TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT RUDOLPH, AUGUST AND THE PROPOSED TRANSACTION. Investors will be able to obtain free copies of the registration statement and joint proxy statement (when available) as well as other filed documents containing information about Rudolph and August at http://www.sec.gov, the SEC’s website. Free copies of Rudolph’s SEC filings may also be obtained at http://www.rudolphtech.com, and free copies of August’s SEC filings may be obtained from August’s website at http://www.augusttech.com.

August Technology Corp – RUDOLPH TECHNOLOGIES AND AUGUST TECHNOLOGY CORPORATION ANNOUNCE AGREEMENT TO MERGE (June 28th, 2005)

Flanders, NJ, and Bloomington, MN, June 28, 2005 – Rudolph Technologies, Inc. (Nasdaq: RTEC) a leading provider of process control equipment for thin film measurement and macro defect inspection announced today that it has signed a definitive merger agreement with August Technology Corporation (Nasdaq: AUGT), a leading supplier of inspection and defect analysis solutions for the microelectronic industries. The transaction has been unanimously approved by the board of directors of both companies, is subject to customary regulatory approvals and shareholder vote of each company, and is expected to close in the fourth quarter of 2005.

August Technology Corp – News Release For Release on June 28, 2005 (June 28th, 2005)

Contact: Phone: E-mail: Contact: Phone: E-mail: Stan Piekos, CFO (952) 259-1672 stan.piekos@augusttech.com Megan Andrada, Communications (952) 259-1647 megan.andrada@augusttech.com

August Technology Corp – NON-STATUTORY STOCK OPTION AGREEMENT (May 10th, 2005)

This AGREEMENT, entered into and effective as of March 30, 2005 (the “Date of Grant”) by and between August Technology Corporation (the “Company”) and Lynn J. Davis (the “Optionee”).

August Technology Corp – EMPLOYMENT AGREEMENT (May 10th, 2005)

This Agreement is entered into by and between August Technology Corporation (“August Technology ” or the “Company”), a Minnesota corporation, with its principal place of business at 4900 West 78th Street, Bloomington, Minnesota 55435, and Lynn Davis of 6405 Harold Woods Lane, Edina, MN 55436 (“Employee”).

August Technology Corp – August Technology and Rudolph Technologies Execute Confidentiality Agreement (April 4th, 2005)

Minneapolis – April 4, 2005 – August Technology Corporation (NASDAQ:AUGT) announced today that it has entered into a confidentiality agreement with Rudolph Technologies, Inc. (NASDAQ:RTEC) and has begun discussions with Rudolph regarding Rudolph’s previously announced merger offer. On January 27, 2005, Rudolph announced a proposal to acquire August Technology for a combination of Rudolph stock and cash.

August Technology Corp – INCENTIVE STOCK OPTION AGREEMENT (March 16th, 2005)

This AGREEMENT, entered into and effective as of _________________________ (the “Date of Grant”), by and between August_Technology Corporation (the “Company”) and ______________________ (the “Optionee”).

August Technology Corp – RESTRICTED STOCK AGREEMENT AUGUST TECHNOLOGY CORPORATION 1997 STOCK INCENTIVE PLAN (As Amended and Restated Through February 4, 2004) (March 16th, 2005)

THIS AGREEMENT, made effective as of this ______ day of_____________________, 20______, by and between August Technology Corporation, a Minnesota corporation (the “Company”), and _________________________________________ (“Participant”).

August Technology Corp – SIXTH AMENDMENT TO LEASE AGREEMENT (March 16th, 2005)

THIS SIXTH AMENDMENT TO LEASE AGREEMENT (this “Sixth Amendment”) is made as of the 27th day of October, 2004 by and between 4900 WEST 78TH STREET LLC (“Landlord”) and AUGUST TECHNOLOGY CORPORATION (“Tenant”).

August Technology Corp – 2005 Annual Incentive Plan Summary (March 16th, 2005)

On December 30, 2004, the Board of Directors approved the Company’s 2005 Annual Incentive Plan (AIP). The AIP is established each year to provide a bonus to participants based on the Company’s achievement of annual corporate performance goals. Participants in the plan are recommended by management and approved by the Board of Directors and generally include the Company’s Chief Executive Officer, President and Chief Operating Officer, Chief Financial Officer and other executive officers with management authority over the corporate functions responsible for the achievement of the goals. The bonus earned by each participant will be equal to a fixed percentage of the participant’s salary multiplied by the percentage of achievement of the annual corporate performance goals, as determined by the Board of Directors. The goals are based upon the following four metrics: (i) revenue growth as compared to industry growth, weighted 30%; (ii) profitability improvement over 2004; weighted 20%; (iii)

August Technology Corp – EMPLOYMENT AGREEMENT (March 16th, 2005)

This Agreement is entered into by and between August Technology Corporation (“August Technology “ or the “Company”), a Minnesota corporation, with its principal place of business at 4900 West 78th Street, Bloomington, Minnesota 55435, and Jeffery Nelson of 456 Lester Point, Waconia, MN 55387, USA (“Employee”).

August Technology Corp – August Technology Awaits Signing of Confidentiality Agreement by Rudolph (February 7th, 2005)

Minneapolis – February 7, 2005 – August Technology Corporation (NASDAQ:AUGT) announced today that it continues to await signing of an acceptable confidentiality agreement by Rudolph Technologies, Inc. (NASDAQ: RTEC) and therefore is not engaged in any discussions with Rudolph. Under the terms of August Technology’s Merger Agreement with Nanometrics Incorporated, August Technology is prohibited from entering into discussions with any third party, including Rudolph, unless that party signs a confidentiality agreement with provisions that are no less favorable to August than those contained in the confidentiality agreement signed by both August Technology and Nanometrics. August Technology delivered a confidentiality agreement to Rudolph on January 28, 2005, but Rudolph has to date been unwilling to enter into the form of confidentiality agreement required for discussions with Rudolph to proceed. August Technology continues to be willing to exchange information with Rudolph and further ev

August Technology Corp – COMPANY SHAREHOLDER VOTING AGREEMENT (January 24th, 2005)

THIS COMPANY SHAREHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of January 21, 2005, by and between Nanometrics Incorporated, a California corporation (“Parent”), Minor League Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 2”) and the undersigned shareholder (the “Shareholder”) of August Technology Corporation, a Minnesota corporation (the “Company”).

August Technology Corp – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (January 24th, 2005)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is entered into as of January 21, 2005 (this “Agreement”) by and among Nanometrics Incorporated, a California corporation (“Parent”), Major League Merger Corporation, a Minnesota corporation and a wholly owned subsidiary of Parent (“Merger Sub 1”), Minor League Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 2”), and August Technology Corporation, a Minnesota corporation (the “Company”).

August Technology Corp – PARENT SHAREHOLDER VOTING AGREEMENT (January 24th, 2005)

This PARENT SHAREHOLDER VOTING AGREEMENT (this “Agreement”) is entered into as of January 21, 2005, by and between August Technology Corporation, a Minnesota corporation (the “Company”), and the undersigned shareholder (the “Shareholder”) of Nanometrics Incorporated, a California corporation (“Parent”).

August Technology Corp – Powerpoint presentation presented to employees of August Technology Corporation on January 21, 2005. Additional Information and Where to Find It (January 21st, 2005)

Nanometrics Incorporated, August Technology Corporation and Minor League Merger Corporation (which will be renamed by Nanometrics Incorporated and August Technology Corporation in connection with the proposed merger) intend to file a joint proxy statement/prospectus in connection with the merger transaction involving Nanometrics Incorporated, Major League Merger Corporation (a subsidiary of Nanometrics formed in connection with the proposed merger), Minor League Merger Corporation and August Technology Corporation. Investors and security holders are urged to read the joint proxy statement/prospectus regarding the proposed merger when it becomes available because it will contain important information about the transaction. The joint proxy statement/prospectus will be filed with the Securities and Exchange Commission by Nanometrics Incorporated and August Technology Corporation and security holders may obtain a free copy of the joint proxy statement/prospectus (when it is available) and