Item 1.01. Entry into a Material Definitive Agreement.

On October 13, 2005, the independent directors of ADE Corporation (“ADE”) approved an Employment Agreement (the “Agreement”), between ADE and Dr. Chris L. Koliopoulos, the President and Chief Executive Officer of ADE who also serves as a member of ADE’s Board of Directors (the “Board”). On such date, the Board also approved an Amendment No. 1 (the “Amendment”) to the Employment Agreement, dated May 1, 2002, between ADE and Mr. Brian James, the Executive Vice President, Treasurer and Chief Financial Officer of ADE. The Agreement and the Amendment are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

The Agreement

Pursuant to the terms of the Agreement, Dr. Koliopoulos has agreed to serve as President and Chief Executive Officer of ADE through June 20, 2008. The term may be extended by mutual agreement of ADE and Dr. Koliopoulos, unless terminated earlier pursuant to the terms of the Agreement.

Under the Agreement, ADE shall pay Dr. Koliopoulos a salary of $407,000 per annum from and after September 12, 2005. This salary is subject to increase at the sole discretion of the Board and shall be reviewed by the Board at least annually, either before or at the Board’s meeting following the Annual Meeting of Stockholders of ADE. The Agreement also provides that Dr. Koliopoulos is entitled to such incentive or bonus compensation as the Board, in its sole discretion, may determine to pay to him from time to time and that Dr. Koliopoulos is entitled to other benefits, such as group insurance and other fringe benefit programs and personal time off, as well as reimbursement by ADE for all reasonable and necessary expenses.

Under the Agreement, Dr. Koliopoulos’ employment may be terminated prior to the expiration of the term of the Agreement for specified reasons, including (i) death or disability, (ii) termination with or without cause, (iii) termination due to job restructuring and (iv) resignation by Dr. Koliopoulos. If Dr. Koliopoulos’ employment terminates, he is entitled to severance compensation of 24 months’ base salary under certain circumstances.

The Agreement also provides that in the event that a Change of Control Transaction (as defined in the Agreement) occurs or is pending, or if Dr. Koliopoulos’ employment with ADE terminates on account of his death or disability, his unvested options to acquire ADE’s capital stock shall, on the date of and immediately prior to the consummation of the Change of Control Transaction or the termination of Dr. Koliopoulos’ employment, accelerate and become immediately exercisable in full for a period of two (2) years following the occurrence of such event, regardless of any stock option plan of ADE or any stock option agreement between ADE and Dr. Koliopoulos.

The Amendment

The Amendment provides that in the event that a Change of Control Transaction (as defined in the Amendment) occurs or is pending, or if Mr. James’ employment with ADE