exv10w01






Exhibit 10.01




AMENDMENT TO EMPLOYMENT AGREEMENT




     WHEREAS, Robert J. Lepofsky (“Executive”) is a party to an Employment Agreement dated
September 30, 2007 (the “Agreement”) with Brooks Automation, Inc. (the “Company”); and



     WHEREAS, the parties wish to amend the terms of the Agreement, effective as of January
1, 2009, to extend the employment term of the Executive, add an additional measurement date
for purposes of an equity award, and make certain clarifying changes for purposes of Internal
Revenue Code Section 409A.



     NOW, THEREFORE, the Agreement is hereby amended as follows:



     1. The reference to “September 30, 2009” in the first sentence of Section 2 of the Agreement
shall be deleted and it shall be replaced by the date “December 31, 2010.”



     2. The third sentence of Section 5.3 of the Agreement shall be deleted and it shall be
replaced by the following language:




Vesting of the Performance-Based Equity Award will be measured as of
September 30, 2008, as of September 30, 2009, and as of the Executive’s
Termination Date (as defined in Section 6.4 of this Agreement) (each, a
“Measurement Date”).



     3. Section 18 of the Agreement shall be deleted and it shall be replaced by the
following language:



     18. Taxes.




     18.1 Withholding. Except as expressly provided, under Section 5.7 and
Section 7.4, any payments provided for hereunder shall be paid net of any applicable
tax withholding required under federal, state or local law.




     18.2 Section 409A Requirements. Notwithstanding anything to the
contrary in this Agreement, the following provisions shall apply to any payments and
benefits otherwise payable to or provided to the Executive under this Agreement:




          18.2.1 For purposes of Section 409A of the Code, (i) each “payment” (as defined
by Section 409A of the Code) made under this Agreement shall be considered a
“separate payment,” and (ii) payments shall be deemed exempt from the definition of
deferred compensation under Section 409A of the Code to the fullest extent possible
under (1) the “short-term deferral” exemption of Treasury Regulation §
1.409A-l(b)(4), and (2) (with respect to amounts paid as separation pay no later
than the second calendar year following the calendar year containing the Executive’s
“separation from service” (as defined for purposes of Section 409A of the Code)) the
“two years/two-times” separation pay exemption



 









 







of Treasury Regulation § 1.409A-l(b)(9)(iii), which are hereby incorporated by
reference.




          18.2.2 If the Executive is a “specified employee” as defined in Section 409A of the
Code (and as applied according to procedures of the Company and its affiliates) as of his
separation from service, to the extent any payment under this Agreement constitutes deferred
compensation (after taking into account any applicable exemptions from Section 409A of the
Code), and to the extent required by Section 409A of the Code, no payments due under this
Agreement may be made until the earlier of: (i) the first day of the seventh month following
the Executive’s separation from service, or (ii) the Executive’s date of death; provided,
however, that any payments delayed during this six-month period shall be paid in the
aggregate in a lump sum, without interest, on the first day of the seventh month following
the Executive’s separation from service.




          18.2.3 If this Agreement fails to meet the requirements of Section 409A of the
Code, neither the Company nor any of its affiliates shall have any liability for any
tax, penalty or interest imposed on the Executive by Section 409A of the Code, and the
Executive shall have no recourse against the Company or any of its affiliates for
payment of any such tax, penalty or interest imposed by Section 409A of the Code.



          IN WITNESS WHEREOF, the parties have executed this Amendment, effective as of the date set
forth above.




	 	 	 	 	 	 	 	 	 	 	 
	ROBERT J. LEPOFSKY	 	 	 	BROOKS AUTOMATION INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Robert J. Lepofsky	 	 	 	/s/ Mark S. Wrighton	 	 
	 	 	 	 	   	 	 
	Date:

	 	February 12, 2009
	 	 	 	By:
	 	MARK S. WRIGHTON	 	 
	 

	 	 	 	 	 	Title:
	 	Chair, HR & C Committee	 	 
	 

	 	 	 	 	 	Date:
	 	Feb 12, 2009	 	 







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