EX-10.1
EMPLOYMENT AGREEMENT
 
 
 
 
                          HELIX TECHNOLOGY CORPORATION
 
                              EMPLOYMENT AGREEMENT
 
 
Mr. Robert J. Lepofsky                                         February 11, 1999
 
         You are presently  serving as President and Chief Executive  Officer of
Helix Technology  Corporation (the "Company").  The Company desires to set forth
the terms and conditions of your continued  employment by the Company  effective
as of February 11, 1999. Accordingly, the Board of Directors of the Company (the
"Board") has authorized the Chairman of the Board to enter into this  Employment
Agreement (the "Agreement") with you regarding your continued  employment on the
terms and conditions outlined in the following paragraphs of this letter.
 
1.  Position  and  Responsibilities.  The Company  agrees to employ you, and you
agree  to  accept  employment  by  the  Company,  for  the  Term  of  Employment
hereinafter  defined, in such executive capacities as the Board shall determine.
It is the present  intention of the parties  that during the Term of  Employment
you shall, subject to the right of the Board to elect and to remove officers and
to reassign officers as provided by law and the By-Laws of the Company, have the
titles of  President  and Chief  Executive  Officer of the  Company  and in such
capacities  shall have general charge and supervision of the Company,  reporting
directly to the Board.  Except as otherwise  provided  herein,  you covenant and
agree,  during the Term of Employment,  to devote all of your time and attention
and to give your best efforts and skill  exclusively  to furthering the business
and  interests of the Company.  You shall have all powers and authority as shall
be  reasonably  required to enable you to discharge  your duties in an efficient
manner,  consistent  with the  powers  and  authority  granted  to other  senior
executives  of the  Company.  At all times  during  the Term of  Employment  the
Company  shall furnish you with a private  office,  secretarial  help,  and such
other facilities, services, perquisites and appointments as are suitable to your
senior executive position and adequate for the performance of your duties,  none
of  which  shall be  inferior  in any  degree  to  those  facilities,  services,
perquisites and appointments to which you are presently  accustomed as President
and Chief Executive Officer.
 
2. Term of  Employment.  The "Term of  Employment" as used herein shall mean the
period from February 11, 1999,  through  February 10, 2007;  provided,  however,
that your  employment may be earlier  terminated as  hereinafter  set forth (and
only as hereinafter set forth), in which event the Term of Employment shall mean
the period from February 11, 1999,  through the  effective  date of such earlier
termination.  The Term of Employment shall be so earlier terminated:  (i) on the
date of your  death,  or (ii) on the date you  become  disabled  (as  determined
solely  by the  Board),  or  (iii)  if you  should  voluntarily  terminate  your
employment  with the Company,  on the date of your  resignation  to the Company,
with the  Company  having the right to require  you to stay up to 90  additional
days after such date (by written  notice  changing such date of termination to a
date certain within such 90 day period),  or (iv) if the Board should  terminate
your employment with the Company for any reason whatsoever, other than Cause (as
 
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hereinafter  defined),  on the date  specified in the Board's  written notice of
termination  to you which  date must be at least 90 days  after the date of such
notice unless you otherwise  agree,  or (v) if the Board should  terminate  your
employment  with the Company  for Cause,  on the date  specified  in the Board's
written notice of  termination to you subject to the provisions of  subparagraph
2A  below,  or (vi) if there  occurs a Change  of  Control  of the  Company  (as
hereinafter  defined),  on the date of your resignation to the Company, with the
Company  having the right to  require  you to stay up to an  additional  90 days
after such date (by written  notice  changing such date of termination to a date
certain within such 90 day period).
 
2A. Termination for Cause. For purposes of this Agreement  Termination for Cause
shall  mean  termination  of the  Term of  Employment  by the  Board in its sole
judgment  for  (a)  gross  neglect  by  you of  your  duties  hereunder,  or (b)
commission  by you of a material act of dishonesty  or moral  turpitude,  or (c)
your indictment for commission of a material crime on the basis of alleged facts
of such a serious and  heinous  nature  that the Board has  reasonable  cause to
believe that you cannot effectively  discharge your duties and  responsibilities
hereunder, or (d) your conviction for commission of a material, business-related
crime. Termination for Cause can only be effected by the Board by written notice
to you,  which notice must be given within 5 days following a hearing before the
Board at which you will have an opportunity  to answer the charges  constituting
Cause.  The  hearing  before  the Board can be held only  after at least 20 days
written  notice to you  (unless  you agree to a shorter  period) of the date and
time of the  hearing and the nature of the charges  constituting  Cause.  At the
time of the  notice of the  hearing or at any time  thereafter  but prior to the
Board's decision following the hearing, the Board may immediately relieve you of
your duties and responsibilities hereunder pending its decision.
 
2B. Change of Control. For purposes of this Agreement a Change of Control of the
Company shall be deemed to have occurred when there has occurred (i) a change of
control,  not approved by a resolution  of the Board,  of a nature that would be
required to be reported in response to Item 5(f) of Schedule  14A of  Regulation
14A  promulgated  under the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange  Act"),  including in any event the  acquisition  (not approved by the
Board) by any "person"  (as such term is used in Sections  13(d)(3) and 14(d)(2)
of the  Exchange  Act) of  beneficial  ownership,  directly  or  indirectly,  of
securities of the Company  representing 25% or more of the combined voting power
of the Company's then  outstanding  securities,  followed within a period of not
more than two years by a change in the  identity of a majority of the members of
the Board  otherwise than through death,  disability or retirement in accordance
with the Company's normal retirement policies.
 
3.       Compensation.
 
3A. Base Salary.  As  compensation  for your services,  the Company shall pay to
you, in equal weekly installments, a Base Salary at the annual rate of $390,000,
which  rate has been  effective  since  January 1,  1999,  plus such  additional
amounts  as may be  determined  from  time  to  time by the  Board  in its  sole
discretion  and  designated  as increases  in Base Salary.  Any increase in Base
Salary voted by the Board may not be subsequently  reduced or eliminated without
your  consent,  except that your Base Salary may be reduced by the Board as part
of a general reduction of executive salaries.
 
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3B. Incentive  Compensation.  During the Term of Employment the Company will pay
you Incentive Compensation in the sole discretion of the Board.
 
3C. Fringe  Benefits.  You shall be entitled to participate,  during the Term of
Employment,  regardless of your position in the Company, in all benefits, plans,
policies, programs,  arrangements,  customs or practices, then existing and made
available generally to other senior executives of the Company, including without
limitation,  pension  or  other  retirement  benefits,  life  insurance,  health
insurance,  stock option or stock award plans,  sickness or disability plans and
additional year-end or other profit-sharing,  incentive or deferred compensation
arrangements.  You shall also be entitled, during the Term of Employment, to the
benefit of any rights of  indemnification  or  reimbursement  in favor of senior
executives  of the  Company as the same may be in effect  from time to time.  In
addition, you shall be entitled to reasonable annual vacations which shall be at
such time or times as shall be mutually  agreed upon between you and the Company
and shall be of lengths  substantially equal to the lengths of vacation taken by
other  senior  executives  of the  Company.  If at any time,  during the Term of
Employment,  you shall not be serving as President and Chief Executive  Officer,
the Company shall  nevertheless  continue  providing  you, in your new position,
with all such  benefits  to which you became  entitled  as  President  and Chief
Executive  Officer.  The amounts of any such  benefits  paid to you shall not be
considered Base Salary or Incentive Compensation for purposes of this Agreement.
 
         Notwithstanding  anything herein to the contrary, you shall be entitled
to participate in the Company's life insurance,  health insurance,  sickness and
disability  plans  during  any period of  disability  following  termination  of
employment on account of disability  pursuant to subparagraph  (ii) of Paragraph
2, or during  any  period  Base  Salary  is paid you  following  termination  of
employment pursuant to subparagraphs (iv) or (vi) of Paragraph 2.
 
3D.  Spendthrift.  Notwithstanding  anything to the  contrary  contained in this
Agreement,  your  right to any  amounts  payable to you under  subparagraphs  3A
through 3C above shall not be  assignable  except that payments to which you are
entitled after death may be made to the legal  representative  of your estate or
to your designated beneficiaries.
 
4. Non-Qualified  Stock Option. The Company hereby grants to you a non-qualified
stock option (the "Option") under its 1996 Equity Incentive Plan to purchase two
hundred  thousand  (200,000)  shares of the Company's  Common Stock at an option
price of  $20.8125  per  share,  which  price is equal to the mean  between  the
highest and lowest quoted selling  prices for the Company's  Common Stock on the
NASDAQ National Market on the date hereof. This Option is granted by the Company
pursuant  to,  and  subject  to the terms and  conditions  of,  its 1996  Equity
Incentive Plan (the "Plan"),  a copy of which is attached hereto and made a part
hereof as Exhibit A (which terms and conditions are hereby  incorporated  herein
by  reference  as  fully  as  if  set  forth  herein,   except  if  contrary  or
supplementary  terms are set forth in this Employment  Agreement,  in which case
such terms shall take  precedence  over those in the Plan).  This  Option  shall
become  exercisable in eight (8) equal annual cumulative  installments of 25,000
shares each,  beginning on the first  anniversary  of the date of grant with the
eighth  cumulative and final installment in the amount of 25,000 shares becoming
exercisable  on the eighth  anniversary of the date of grant and with the entire
option expiring on May 11, 2007, three months  following the eighth  anniversary
of the date of grant.
 
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5.  Termination  After a Change of Control of the Company.  Notwithstanding  any
other  provision  of this  Agreement,  if  following  a Change of Control of the
Company (as previously  defined) the Term of Employment is terminated by (i) the
Company  pursuant to  subparagraph  (iv) of  Paragraph  2 above,  or (ii) by you
pursuant to  subparagraph  (vi) of  Paragraph 2 above,  the Option  shall become
exercisable  in its  entirety on the date of such  termination  and shall remain
exercisable for ninety (90) days thereafter in accordance with its terms.
 
         The  benefits  payable  under  this  Paragraph  5 are  subject  to  the
limitation that, when added to the aggregate present value of any other payments
in the nature of compensation to you which are contingent on a change of control
within the meaning of section  280G(b) (2) (A) (1) of the Internal  Revenue Code
of 1986,  they may not exceed 2.99 times the "base amount" as defined in Section
280G(b) (3) (a) of such Code. Without intending to vary the technical definition
referred to above, "base amount" roughly means average annual  compensation f or
the five most recent  taxable years ending prior to a change of control for Code
purposes.
 
6.  Compensation  Upon  Termination.  In the event  your Term of  Employment  is
terminated  pursuant to Paragraph 2 above,  you shall  receive  compensation  as
provided in Paragraph 3 above as follows.  In the event your Term of  Employment
hereunder is terminated pursuant to subparagraphs (i) through (iii) of Paragraph
2 above through death,  disability,  or voluntary  termination,  then you or the
legal  representatives  of your estate or your  designated  beneficiaries  shall
receive  your  Base  Salary,   and  a  proportionate   part  of  your  Incentive
Compensation  up to, but not after,  the date of termination of your  employment
with the Company.  In the case of disability  the Company shall  continue to pay
you 60% of your Base  Salary as it exists on the date of  termination,  less any
payments to you under the  Company's  long-term  disability  protection  plan or
other plan,  through the period beginning on termination of your employment with
the Company by reason of disability and ending on your normal retirement date as
defined in the Company's  pension plan. In the event the Board should  terminate
your  employment with the Company  pursuant to subparagraph  (iv) of Paragraph 2
above,  or in the event you should  terminate your  employment  with the Company
pursuant to subparagraph  (vi) of Paragraph 2 above, you shall receive your Base
Salary and a proportional part of your Incentive  Compensation up to the date of
termination  of  your  employment  with  the  Company,  and  you  shall  receive
counseling and out-placement services (not to exceed $20,000) if needed, and you
shall also receive Base Salary for the period through  February 10, 2007, or for
two years  following  the date of  termination,  whichever  period  is  shorter.
Notwithstanding  the foregoing  sentence,  you agree to use your reasonable best
efforts to secure  employment  reasonably  satisfactory to you during the second
year or part  thereof if any for which the Company  continues to be obligated to
pay you Base  Salary as provided in the  foregoing  sentence,  and the amount of
compensation  received by you during such second year or part  thereof if any on
account  of such  employment  shall be offset  dollar  for  dollar  against  the
Company's  obligation  to pay you Base Salary  during such second year period as
provided above. In the event the Board should terminate your employment with the
Company  pursuant to  subparagraph  (iv) of Paragraph 2 above,  the Option shall
become exercisable on the date of such termination with respect to an additional
three (3) installments but not more than the number of installments remaining to
become  exercisable.  For example, if your Term of Employment were terminated on
February 1, 2003,  with a remaining  term hereof ending  February 10, 2007,  and
with five (5)  additional  installments  remaining  to become  exercisable  with
respect to the Option, and the Option had as of February 1, 2003, already become
exercisable  with respect to three (3)  installments of 25,000 shares each, then
your Option would become exercisable on such date of termination with respect to
 
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an  additional  three (3)  installments  of 25,000  shares each and shall remain
exercisable for ninety (90) days thereafter in accordance with its terms. In the
event the  Board  should  terminate  your Term of  Employment  with the  Company
pursuant to subparagraph (iv) of Paragraph 2 above following a Change of Control
of the Company, then your Option shall become exercisable in its entirety on the
date of such termination as provided in Paragraph 5 above.
 
         Notwithstanding  anything  herein to the  contrary,  you shall  receive
hereunder  the maximum  amount of  compensation  due you (and only that  maximum
amount) as may be paid you  without any part or all of such  compensation  being
deemed to be an "excess  parachute  payment"  under Section 280G of the Internal
Revenue Code. The Human Resources and Compensation  Committee may in good faith,
subject to  arbitration,  make a  determination  of said  maximum  amount  after
considering  all benefits due you from the Company  including  benefits  payable
under Paragraph 5, and no further  compensation in excess of such maximum amount
shall be due you from the Company hereunder. You may make your own determination
of such maximum amount,  and you shall have the right to waive, and to refuse to
accept, any part or all of the compensation due you hereunder to the extent that
you deem such compensation to be an excess parachute payment.
 
         In the event your Term of  Employment  hereunder is  terminated  by the
Board pursuant to  subparagraph  (v) of Paragraph 2 for Cause,  then the Company
shall not be obligated to pay you any Base Salary or Incentive  Compensation  as
provided above,  beginning as of the date of such termination.  The Board may in
its  sole  judgment  terminate  your  Term of  Employment  hereunder  for  Cause
following any  indictment of you for  commission of a material crime as provided
in Paragraph 2A above.  In the event of reversal of any termination for Cause as
a result of arbitration,  or in the event that there is no conviction  following
your indictment (and subsequent termination for Cause) or that the conviction is
reversed on appeal, you shall receive any amounts of Base Salary, the payment of
which was suspended  hereunder,  beginning on the date of such  termination  for
Cause and ending on the date of your  reinstatement  with the Company under this
Agreement or February  10, 2007,  whichever  sooner shall occur,  with  interest
computed  thereon at the prime rate  prevailing  at BankBoston  N.A.  during the
period of such suspension.
 
7.  Non-Competition.  For  the  period  through  February  10,  2009,  following
termination of your Term of Employment for any reason except as hereinafter  set
forth,  you agree that you will not accept or continue  to hold any  position in
any capacity,  whether as employee,  agent,  consultant,  investor,  director or
otherwise,  with any  person,  firm or  corporation,  whose  present  or planned
business  is  competitive  with the  business of the Company as it exists on the
date of  termination  of your  Term of  Employment.  In the  event  your Term of
Employment is terminated  pursuant to subparagraphs (iv) or (vi) of Paragraph 2,
the foregoing  non-competition covenant shall apply for four (4) years following
the date of termination.  The foregoing non-competition covenant shall not apply
to you in any given  instance if the Board waives said  covenant in writing with
respect to that instance.  Ownership by you of less than one percent (1%) of the
outstanding  stock or securities in any business  enterprise shall not in itself
be deemed to be engaging in any activity prohibited by this paragraph.
 
<PAGE>
 
8. Trade  Secrets.  If you have not  already  done so, you agree to execute  and
abide by the Company's standard form of agreement presently in effect protecting
the Company's inventions, patents, and proprietary and confidential information,
and you also  agree to execute  and abide by any  subsequent  similar  agreement
generally in effect for the Company's officers and key employees.
 
9.  Expenses.  The Company  agrees that it will,  during the Term of Employment,
reimburse  you,  upon  submission of vouchers or other  appropriate  evidence of
expenditure,  in accordance with its policies from time to time established with
respect to senior executives generally, for all travel,  entertainment and other
expenses reasonably incurred by you on behalf of the Company within the scope of
your duties.
 
10.  Merger,  Sale of Assets.  Your right to payments  hereunder  from and after
termination of the Term of Employment constitutes an unsecured claim against the
general assets of the Company. The Company agrees that it will at all times from
and  after  termination  of the  Term of  Employment  do or cause to be done all
things  necessary to maintain a solvent  position,  to preserve and keep in full
force and effect its corporate existence,  rights and franchises, and to conduct
and carry on the Company's business.  Nothing herein contained shall prevent the
Company  from at any  time  being  merged  or  consolidated  into  or  with  any
corporation  or  corporations,  or  selling  or  otherwise  transferring  all or
substantially  all of its assets to any person,  firm or  corporation,  provided
that the provisions of this  Agreement  shall be binding upon and shall inure to
the benefit of the corporation  resulting from such merger or consolidation,  or
the  person,  firm  or  corporation  to  which  such  assets  shall  be  sold or
transferred.
 
11.  Arbitration.  Any controversy or claim arising out of or in connection with
this Agreement shall be settled by arbitration in accordance with the rules then
obtaining of the American Arbitration  Association.  Such controversies shall be
submitted to three  arbitrators,  one arbitrator  being selected by the Company,
one arbitrator being selected by you, and the third being selected by the two so
selected  by the Company  and you,  or if we cannot  agree upon a third,  by the
American Arbitration  Association.  In the event that either the Company or you,
within one month after  notification  of any demand for  arbitration  hereunder,
shall not have selected its arbitrator and given notice thereof by registered or
certified  mail to the other  party,  such  arbitrator  shall be selected by the
American  Arbitration  Association.  Confirmation  of  any  award  in  any  such
arbitration  may be had in any court having  jurisdiction  of the person against
whom such award is rendered.  The Company shall immediately upon request pay all
costs and expenses,  including,  without limitation,  all legal fees incurred by
you,  whether as plaintiff or defendant,  in any arbitration or legal proceeding
in  connection  with this  Agreement,  provided that such  arbitration  or legal
proceeding occurs following a Change of Control of the Company.
 
12.  Unconditional  Obligation.  The Company's obligation to pay Base Salary and
Incentive  Compensation  (if any) to you in accordance with this Agreement shall
be  unconditional  and absolute  and shall not be subject to offset,  reduction,
withholding  or  suspension  by the  Company by virtue of any  claims  which the
Company may allege  against you, it being agreed that the Company's  sole remedy
with  respect  to any such  claims  shall  be to seek  redress  thereof  through
arbitration in accordance with Paragraph 11. Base Salary due you hereunder shall
 
<PAGE>
 
always be paid in equal weekly  installments or in accordance with the policy as
in effect for executive officers of the Company at the time of payment.
 
13. Binding  Agreement.  The provisions of this Agreement  shall be binding upon
you, your executors,  administrators,  and legal  representatives,  and upon the
Company,  its  successors  and assigns.  This Agreement is not assignable by you
without the Company's written consent.
 
14.  Construction.  This  Agreement  shall  be  governed  by  and  construed  in
accordance with the Laws of the Commonwealth of Massachusetts.
 
15.  Severability.  In case any one or more of the provisions  contained in this
Agreement shall for any reason be held to be invalid,  illegal or  unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision of this Agreement,  but this Agreement shall be construed as
if such invalid,  illegal or  unenforceable  provision had never been  contained
herein.  If,  moreover,  any  one or more of the  provisions  contained  in this
Agreement  shall  for any  reason  be held to be  excessively  broad as to time,
duration,  geographical scope,  activity or subject,  it shall be construed,  by
limiting and reducing it, so as to be enforceable to the extent  compatible with
the applicable law as it shall then appear.
 
16.  Waivers and  Modifications.  No waiver by either party of any breach by the
other of any  provision  hereof  shall be  deemed to be a waiver of any later or
other breach hereof, or a waiver of any other provision of this Agreement.  This
Agreement sets forth all of the terms of the understandings  between the parties
with  reference to the subject  matter set forth herein  (except with respect to
proprietary  information,  Incentive  Compensation and the  non-qualified  stock
option granted you under  Paragraph 4B of your prior  Employment  Agreement) and
may not be waived, changed,  amended,  discharged or terminated orally or by any
course of dealing  between the  parties,  but only by an  instrument  in writing
signed by the party against whom any waiver, change, discharge or termination is
sought to be enforced.
 
17. Legal Effect;  Prior Stock Option. This Employment Agreement shall supersede
all prior negotiations,  commitments,  understandings and agreements between you
and the  Company  as to the terms of your  employment  (except  with  respect to
proprietary  information,  Incentive  Compensation and the  non-qualified  stock
option granted you under  Paragraph 4B of your prior  Employment  Agreement) and
shall be  effective in  accordance  with its terms.  With the  execution of this
Employment Agreement, your prior Employment Agreement with the Company which was
re-executed  on May 28,  1992,  shall  become  null and void and  shall be of no
further force or effect except that the  non-qualified  stock option granted you
under Paragraph 4B of said prior Employment Agreement shall remain in full force
and effect in accordance  with its terms except that said stock option is hereby
amended so that the final two  installments  thereof  shall  become  exercisable
together on March 1, 2000, without any requirement that any performance criteria
of the Company be  achieved  and  provided  only that you are an employee of the
Company on that date. Any proprietary information agreement executed pursuant to
Paragraph 9 of your prior Employment Agreement shall remain in effect.
 
<PAGE>
 
         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to be
executed by its duly  authorized  representative  and its  corporate  seal to be
hereunto  affixed and you have  hereunto set your hand and seal  effective as of
the 11th day of February, 1999.
 
 
                                     HELIX TECHNOLOGY CORPORATION
 
 
                                     By:  /s/Marvin G. Schorr
                                     ------------------------------------
                                     Marvin Schorr
                                     Chairman of the Board
 
 
                                     ACCEPTED AND AGREED TO:
 
 
                                     /s/Robert J. Lepofsky
                                     ------------------------------------
                                     Robert J. Lepofsky