THIS SEVERANCE AGREEMENT (this "Agreement"), dated November 4, 1996, is entered into between
Amtech Corporation, a Texas corporation, with its principal executive offices in Dallas, Texas (the "Company"),
and G. Russell Mortenson, an individual currently residing in Plano, Texas, who is currently employed as
President & Chief Executive Officer of the Company ("Employee").
A. The Company and Employee have entered into an Employment Agreement, dated January 1, 1990, as
amended (the "Employment Agreement"), which expires on the date specified in Section 2 thereof (the
B. In lieu of extending the term of the Employment Agreement or entering into a new employment agreement, the
Company and Employee desire to enter into this Severance Agreement, which will supplement the Employment
Agreement until the Expiration Date and thereafter survive it .
C. In consideration of the Company's agreements herein, Employee is willing to continue working for the
Company or an Affiliate, as applicable, on an "at-will" basis after the Expiration Date.
Terms and Conditions
In consideration of the recitals and the agreements herein and other good and valuable consideration, the parties
agree as follows:
1.1 An "Acquiring Person" shall mean any person (including any "person" as such term is used in Sections 13(d)
(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that, together with all
Affiliates and Associates of such person, is the beneficial owner of 10% or more of the outstanding Common
Stock. The term "Acquiring Person" shall not include the Company, any subsidiary of the Company, any
employee benefit plan of the Company or subsidiary of the Company, or any person to the extent such person is
holding Common Stock for or pursuant to the terms of any such plan. For the purposes of this Agreement, a
person who becomes an Acquiring Person by acquiring beneficial ownersh