exv10w55



 





Exhibit 10.55




ASYST TECHNOLOGIES, INC.




September 11, 2007




Dear Mr. Lowe




     This letter is to confirm the termination of your employment with Asyst Technologies, Inc., or
any of its direct and indirect subsidiary and affiliated entities (together, the “Company”). To
ensure that there are no ambiguities, this letter first explains in detail both your rights and
obligations and those of the Company upon termination of your employment. If, in exchange for a
release, you wish to accept additional benefits to which you would otherwise not be entitled,
indicate your agreement by signing, dating and returning the enclosed Release Agreement to me by
September 14, 2007.



     Your position and responsibilities as Senior Vice President, Global Customer Solutions Group
shall terminate as of September 14, 2007, and your employment with the Company will end effective
October 1, 2007. Thereafter, you will no longer be an employee of the Company. You will be paid
all earned and unpaid salary together with any accrued and unused PTO pay, less deductions required
or permitted by law in your final paycheck on October 1, 2007.



     Your coverage under the Company group health and benefit plans will end on October 1, 2007.
However, you will have the opportunity to exercise your option to continue the benefits under the
Company group health plans under COBRA after that date. You will be provided a benefits packet
containing information on your COBRA rights and conversion to a direct pay plan. Please call the
Company’s Human Resources Administrator if you have any questions about COBRA conversion.
Additionally, please keep Human Resources informed of any address changes in case we need to mail
you future W-2’s and other correspondences to your attention.



     Your obligations under the Confidential Information and Inventions Assignment Agreement or
similar agreement remain in effect. We have enclosed a copy of this agreement as Attachment
1 for your reference. You will also be required to sign a copy of Asyst’s Termination
Certificate as of your last day of employment, also included in Attachment 1.



     In addition to the foregoing to which you are entitled, Asyst is prepared to offer you
additional benefits to which you would otherwise not be entitled in exchange for an agreement to
release all claims known or unknown against the Company and its affiliates. If you wish to accept
such additional benefits in exchange for your release, your signature on the enclosed Release
Agreement will reflect your agreement. Before signing the Release Agreement, which is set forth
below, you are advised to consult an attorney. Please also note that even if you do sign the
Release Agreement, you may change your mind and revoke your Release Agreement and forego the
additional benefits, provided you notify me in writing within seven (7) days of your signing that
you no longer want the additional benefits described below.



	 	 	 	 	 
	 	 	 
	 	                                                   /s/ Steve Debenham
 	 
	 	Steve Debenham
 	 
	 	VP, General Counsel and Secretary 	 
	 




     Encl.



 









 





RELEASE AGREEMENT




     This Release Agreement (“Release”) is intended to constitute a binding agreement between you,
Alan S. Lowe (“Employee”), and Asyst Technologies, Inc., on behalf of its direct and indirect
subsidiary and affiliated entities (“Asyst” or the “Company”). Please review the terms carefully.
By signing below, you are agreeing to release all claims against Asyst in return for the benefits
provided herein. We advise you to consult with an attorney concerning its terms and obligations,
and the specific effect on your legal rights. This Release is deemed effective eight (8) days
after your signature on this Release (the “Effective Date”).



     1. As of September 14, 2007, your position and responsibilities as Senior Vice President,
Global Customer Solutions Group, shall terminate. You will be paid your current base salary and
continue to accrue PTO pay through September 14, 2007.



     2. Upon and in consideration of your acceptance, execution and continued observance of the
terms and conditions of this Release, Asyst agrees to provide you with the following additional
benefits to which you are not otherwise entitled unless you sign and do not timely revoke this
Release:



          (a) For the period from September 14, 2007 until September 30, 2007 (the “Transition Period”),
you shall remain an employee of Asyst, subject to the terms and conditions of this Release.
Effective September 30, 2007, your employment with Asyst shall automatically terminate (the
“Employment Termination Date”). You understand you have no recall rights;




          (b) During the Transition period, you shall be relieved of your day-to-day responsibilities as
an Asyst employee, but shall be reasonably available to provide transition assistance to Asyst, by
either e-mail or phone, as reasonably requested coordinated by Asyst’s C.E.O., including any
successor, and/or for such related or other projects as may be reasonably requested by the Company;




          (c) During the Transition Period, you shall continue to be paid your current base salary (less
payroll and other deductions and withholdings); however, during the Transition Period you shall not
accrue any further PTO or be eligible to participate in any Asyst compensation, bonus or equity
programs (including executive and MBO, profit sharing, 401K matching or ESPP programs);




          (d) Your current medical, health and insurance benefits shall continue, at Asyst’s expense,
during the Transition Period but will automatically terminate as of the Employment Termination
Date; and




          (e) During the Transition Period, you shall be allowed to accept and commence employment with
another employer; provided, however, that (x) the principle business of any such employer not
compete directly with Asyst in the business of semiconductor capital equipment and automated
material handling systems, and (y) such employment not unreasonably conflict during the Transition
Period with your obligations under subsection (b), above, and elsewhere under this Agreement.




     3. During the Transition Period, you will be entitled to reimbursement of reasonable business
expenses actually incurred in relation to any transition assistance you may be requested to
provide. Such expenses, including any travel, meals or cell phone usage, shall be submitted,



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reviewed and reimbursed pursuant to Asyst’s standard travel, expense and reimbursement
policies and procedures. Any use of credit or telephone cards, cellular phones, pagers, laptop
computers, PDAs, and other materials or equipment provided to you by or through Asyst will not be
authorized beyond your Employment Termination Date, and any expenses whatsoever incurred after the
Employment termination Date will not be eligible for reimbursement.




     4. Asyst will make reasonable efforts to provide you with voice mail access during the
Transition Period; however, normal telephone and all e-mail access shall be terminated as of
September 14, 2007.



     5. You shall only have the right to be paid your earned base salary through that Employment
Termination Date, but shall not be entitled or eligible to receive (or be deemed to have earned)
any additional compensation or accrued benefits (except to the extent expressly provided in this
Release Agreement). You understand that, except as provided herein, you will not be entitled to
any additional payments, severance, bonus or commission payments or other benefits from Asyst
associated with any claimed work or right to work beyond the Employment Termination Date. In
addition, to the extent that your accrued PTO balance is negative as of the Employment Termination
Date, you hereby agree, and direct and authorize Asyst to deduct appropriate amounts in lieu of
this negative accrued PTO balance from any final pay or payment due you in conjunction with your
employment or termination of your employment.



     6. You and Asyst agree that this Release is contractual in nature and not a mere recital, and
that this Release shall be interpreted as though drafted jointly by the Employee and Asyst.



     7. Unless to the extent expressly otherwise provided for in this Agreement, in conjunction
with your execution of this Release, if you have existing stock options or grants they will
continue to vest through September 30, 2007; however, your vesting shall cease automatically as of
that date and all such vesting shall be subject to the original terms and conditions of your option
grant and the Asyst stock option plan from which the grant issued. Unless to the extent expressly
otherwise provided for in this Agreement, in conjunction with your execution of this Release,
nothing herein shall operate to continue vesting, extend the original term of the options granted
to you or abridge Asyst’s rights to cancel options or repurchase shares, as provided in such option
or stock grant or the Asyst stock option plan from which the grant issued. Please refer to the
plan terms and conditions. Additional information regarding stock options is available. Contact
Stock Administration at 510-661-5208 for additional information.



     8. During the course of your employment with Asyst, you have had access to or have had
possession of confidential and proprietary information or materials of Asyst (including, but not
limited to, technical information, business plans, client, supplier and employee information,
telephone records or lists, and non-public financial information). You acknowledge and understand
that all such information or material constitutes confidential information of Asyst and/or its
customers and affiliates; you agree that you shall not retain and that you must return to Asyst all
originals and copies of such material. You further agree that you shall not use, disclose or
divulge any such material or other confidential or trade secret information of Asyst, its customers
or affiliates to any third party company, individual or institution without the direct written
authorization of Asyst’s C.E.O., and that your confidentiality obligations to Asyst are continuing
into the future regardless of termination of your employment. You further understand and agree
that your compliance with the terms, conditions and commitments set forth in the Termination
Certificate, as well as in other agreements you may have with the Company, is a material aspect of
the Company’s agreement to provide any severance or benefits you may receive in conjunction with
termination of your employment.



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     9. In consideration of these additional benefits, you, on behalf of your heirs, spouse and
assigns, hereby completely release and forever discharge Asyst, its past and present parent
companies, subsidiaries, affiliates, and each of their past and present agents, officers,
directors, shareholders, employees, attorneys, insurers, successors and assigns (collectively
referred to as “Released Parties”) from any and all claims, of any and every kind, nature and
character, known or unknown, foreseen or unforeseen, based on any act or omission occurring prior
to the date of your signing this Release, including but not limited to any claims arising out of
your offer of employment, your employment or termination of your employment with Asyst, or your
right to purchase, or actual purchase of shares of stock of the Company. The matters released
include, but are not limited to, any claims under federal, state or local laws, including but not
limited to claims arising under the Age Discrimination in Employment Act of 1967 (“ADEA”) as
amended by the Older Workers’ Benefit Protection Act (“OWBPA”), and any common law tort, contract
or statutory claims, and any claims for attorneys’ fees and costs.



     10. You understand and agree that this Release extinguishes all claims, whether known or
unknown, foreseen or unforeseen, except for those claims not released as expressly described below.
You expressly waive any rights or benefits under Section 1542 of the California Civil Code, or any
equivalent statute. California Civil Code Section 1542 provides as follows:




“A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of
executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.”


You fully understand that, if any fact with respect to any matter covered by this Release is
found hereafter to be other than or different from the facts now believed by you to be true, you
expressly accept and assume that this Release shall be and remain effective, notwithstanding such
difference in the facts.




     11. The only claims not released through this Release are any claims that cannot be released
by law such as claims for unemployment insurance benefits, workers’ compensation benefits, and
claims relating to the validity of this Release under the ADEA as amended by the OWBPA. You also
understand that you may be a witness or provide information to governmental agencies related to
your employment, as allowed by law.



     12. You understand, represent and agree that:




	 	(a)	 	You are 40 years of age or over;
	 
	 	(b)	 	You have had 45 days to consider this Release and to consult an
attorney or other advisor before signing this Release;
	 
	 	(c)	 	You have read this Release in full and understand all of the
terms and conditions set forth herein;
	 
	 	(d)	 	You knowingly and voluntarily agree to all of the terms and
conditions set forth herein and intend to be legally bound by them;
	 
	 	(e)	 	The Company has informed you in writing to consult an attorney
before signing this Release, if you wish;




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	 	(f)	 	You may revoke this Release under the ADEA as amended by the
OWBPA and only if you do so within seven (7) days after signing it (in which
case you will forfeit in full and agree immediately to refund, return to and
reimburse Asyst any and all benefits provided to you under Paragraph 11, above
if already paid); and
	 
	 	(g)	 	This Release will not become effective or enforceable with
respect to claims arising under the ADEA, as amended by the OWBPA, until seven
(7) days after you have signed it.





     13. You represent that you have not filed any complaints, claims, grievances or actions
against any Released Parties in any state, federal or local court or agency, other than for
workers’ compensation benefits, unemployment insurance benefits or otherwise not subject by law to
your waiver or releases herein.



     14. You agree that you will not disclose voluntarily or allow anyone else to disclose either
the existence, reason for or contents of this Release without the Company’s prior written consent,
unless required to do so by law. Notwithstanding this provision, you are authorized to be a
witness or provide information to governmental agencies related to your employment, as allowed by
law. You also are authorized to disclose this Release to your spouse, attorneys and tax advisors
on a “need to know” basis, on the condition that they agree to hold the terms of the Release,
including all payments, in strictest confidence. You are further authorized to make appropriate
disclosures as required by law, provided that you notify the Company in writing of such legal
obligations to disclose at least five (5) business days in advance of disclosure. You further
agree to pay the Company $1,000 per occurrence and to indemnify and hold harmless the Company for
and against any and all costs, losses or liability, whatsoever, including reasonable attorney’s
fees, caused by you breach of the non-disclosure provisions.



     15. The parties agree that this Release shall be binding upon their successors and assignees.
Each represents that it has not transferred to any person or entity any of the rights released or
transferred through this Release. If a court of competent jurisdiction declares or determines that
any provision of this Release is invalid, illegal or unenforceable, the invalid, illegal or
unenforceable provision(s) shall be deemed not a part of this Release, but the remaining provisions
shall continue in full force and effect.



     16. Each party agrees that any differences, disputes or controversies between us arising from
this Release, and rights or obligations hereunder, or any liabilities asserted or arising from your
employment or its termination, shall be exclusively submitted to binding arbitration before an
independent and qualified arbitrator with the American Arbitration Association under the Employment
Arbitration Rules then in effect. Arbitration shall be the exclusive forum for any dispute, claim
or cause for disputes covered by this paragraph and the decision and award by the arbitrator shall
be final, binding upon and non-appealable by the parties, except as allowed by law, and may be
enforced by any state or federal court having jurisdiction. We each, to the fullest extent
permitted by law, waive any right or expectation against the other to trial or adjudication by a
jury of any claim, cause or action arising hereunder, or the rights, duties or liabilities created
thereby.



     Notwithstanding the above, we agree that each party, upon breach or threatened breach of
Paragraphs 10 and 21 of this Release, or claims relating to trade-secrets and proprietary
information, are excluded from this paragraph, and for which either party may seek all necessary
and proper relief, including, but not limited to, specific performance, from a court of competent
jurisdiction.



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     17. The laws of the State of California shall govern the construction and enforcement of this
Release, and any rights, obligations or liabilities hereunder, without regard to conflicts of laws
considerations.



     18. You further agree that for a period of six (6) months after the termination of your
employment with the Company, you shall not induce or attempt to induce any employee, agent or
consultant of the Company to terminate his or her association with the Company. The Company and
you agree that the provisions of this paragraph contain restrictions that are not greater than
necessary to protect the interests of the Company.



     19. To accept this Release, please sign and date this Release and return the original executed
document to Human Resources, Asyst Technologies, Inc., 46897 Bayside Parkway, Fremont, California
94538, no later than October 29, 2007.



     20. If you do not return a copy of the executed Release by that date, the offer of the
benefits described in Paragraph 2 and elsewhere of this Release will be automatically deemed
revoked.



     21. You understand that this Release constitutes the entire agreement between you and the
Company with respect to any matters referred to in this Release. This Release supersedes any and
all of the other agreements between you and Asyst, including any offer letter, change of control
agreement or other agreement, except for the Confidential Information and Inventions Assignment
Agreement and your Agreement to Arbitrate or similar agreements that you may have executed
previously in conjunction with your employment with Asyst, as well as the accompanying Termination
Certificate, which terms and conditions are incorporated herein by this reference and made a
material part of this Release, attached hereto as Attachment 1, which remains in full force
and effect. No other consideration, agreements, representations, oral statements, understandings
or course of conduct which are not expressly set forth in this Release should be implied or are
binding. You understand and agree that this Release shall not be deemed or construed at any time
or for any purposes as an admission of any liability or wrongdoing by either you or the Company.
Any modification of this Release, or change to the benefits offered hereunder, must be in writing
and executed in advance by you and Asyst, or else such notification will not be binding or
effective.



     22. In the event that you breach any of your obligations under this Release or as otherwise
imposed by contract or law, Asyst will be entitled to obtain all relief provided by law or equity.



     23. The parties agree and represent that they have not relied and do not rely upon any oral
representation or statement regarding the subject matter or effect of this Release made by any
other party to this Release or any party’s agents, attorneys or representatives.


I, THE UNDERSIGNED, HAVE HAD A SUFFICIENT OPPORTUNITY TO CONSIDER THIS RELEASE AND HAVE BEEN
ADVISED IN WRITING THAT I MAY CONSULT WITH AN ATTORNEY CONCERNING ITS TERMS AND EFFECT PRIOR TO
EXECUTING THIS RELEASE.



I, THE UNDERSIGNED, HAVE READ THIS RELEASE AND UNDERSTAND THAT I ENTER THIS RELEASE INTENDING TO
AND DO WAIVE, SETTLE AND RELEASE ALL CLAIMS I HAVE OR MIGHT HAVE AGAINST THE RELEASED PARTIES TO
THE FULL EXTENT PERMITTED BY LAW. I SIGN THIS RELEASE VOLUNTARILY AND KNOWINGLY.



ACKNOWLEDGED, UNDERSTOOD AND AGREED:




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	Date: 9/12/07 	 	/s/ Alan S. Lowe
 
	 	 	Alan Lowe 	 
	 	 	 	 
	 



	 	 	 	 	 	 
	 	 	Asyst Technologies, Inc.

 	 
	Date: 9/12/07 	 	By:  	/s/ Steve Debenham
 	 
	 	 	 	Steve Debenham 	 
	 	 	 	VP, General Counsel and Secretary 	 



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 ATTACHMENT 1




Confidential Information and Inventions Assignment Agreement, Agreement to Arbitrate and

Termination Certificate





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