ASECO CORPORATION
500 Donald Lynch Boulevard
Marlboro, MA 01752
August 11, 1998
Mr. Sebastian J. Sicari
35 Townsend Farms Road
Boxford, MA 01921
Re: Stock Options
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Dear Sebastian:
On behalf of the Compensation Committee of the Board of Directors of Aseco
Corporation (the "Company") please accept this letter as confirmation that,
notwithstanding the terms of the stock option agreements pursuant to which your
options to purchase common stock of the Company were granted (Schedule A
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attached lists your stock options), in the event your employment with the
Company is terminated for any reason except for cause (as defined in your
Severance Agreement with the Company dated as of December 30, 1996), each of
your options shall be exercisable at any time prior to the earlier of (i) the
third anniversary of the date your employment with the Company terminates or
(ii) the expiration date of the option.
Sincerely yours,
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Dr. Sheldon Buckler
Chairman of the Compensation Committee
SCHEDULE A
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Grant Date Number of Shares Exercise Price Expiration Date
- ------------ ------------------ ---------------- -----------------
01/12/94 75,000 $ 5.375 01/12/2004
05/15/95 10,000 $13.00 05/15/2005
08/23/96 67,500 $10.375 08/23/96
10/18/96 22,500 $ 9.875 10/18/2006
05/10/97 25,000 $ 9.875 05/10/2007
08/11/98 60,000 $ 3.16 08/11/2008