##### 



Exhibit 10.40
 ASYST TECHNOLOGIES, INC.
CHANGE-IN-CONTROL AGREEMENT
     1. DEFINITIONS.
 Base Salary
 Beneficiary
 Board
 Cause




---



##### 



Change in Control
    Disability
 Good Reason
   2




---



##### 



2. TERM OF AGREEMENT.
  3. ENTITLEMENT UPON TERMINATION BY ASYST WITHOUT CAUSE OR BY THE EXECUTIVE FOR GOOD REASON
WITHIN TWO YEARS FOLLOWING A CHANGE IN CONTROL.
  (a) General Entitlement:
    3




---



##### 



(b) Change-in-Control Entitlement:
   th rd
 (c) Determination of Amount of Payment.
 4




---



##### 











(d) Release. Exhibit A


(e) Compliance with Section 409A of the Code 5




---



##### 



(f) Relation to Other Agreements.
 4. NO MITIGATION.
 
 5. NOTICES.
  To Asyst :
    
    To the Executive:Asyst Technologies, Inc.
    
    46897 Bayside ParkwayGeneral Counsel
    
    Fremont, CA46897 Bayside Parkway
    
    Fax: (510) 661-5166Fremont, CA 94538
Fax: (510) 661-5624
 6. GENERAL PROVISIONS.
 (a) Amendments.
 (b) Severability.
 6




---



##### 



(c) Partial Invalidity.
 (d) Governing Law.
 (e) Inconsistencies.
 (f) Survival.
 (g) Withholding.
 (h) No Other Compensation; Employee at Will.
 (i) Arbitration. 7
         8




---



##### 



ASYST TECHNOLOGIES, INC.By:
    /s/ Stephen S. SchwartzName:
    Stephen S. SchwartzTitle:
    Chief Executive Officer EXECUTIVE/s/ Steve DebenhamSteve Debenham 9




---



##### 



EXHIBIT A
 SEVERANCE AGREEMENT AND RELEASE OF ALL CLAIMS
 
 
  
    10




---



##### 



(a)
    
    your employment, termination of employment or any right,
expectation, claim or benefit relating to or arising in any manner from your
employment;(b)
    
    any and all rights or claims relating to or in any manner
arising under the California Fair Employment and Housing Act (Government Code
section 12900 et seq., as amended);(c)
    
    any and all rights or claims relating to or in any manner
arising under the Civil Rights Act of 1964 (42 U.S.C. 2000, et seq., as
amended);(d)
    
    any and all rights or claims relating to or in any manner
arising under the Americans with Disabilities Act (29 U.S.C. 706 et seq., as
amended);(e)
    
    any and all rights or claims relating to or in any manner
arising under the Age Discrimination in Employment Act of 1967 (29 U.S.C. 621
et seq., as amended);(f)
    
    any and all rights or claims relating to or in any manner
arising under the WARN Act (as amended), and any comparable provisions of
California or other applicable law;(g)
    
    any and all rights or claims relating to or in any manner
arising under the Equal Pay Act of 1963 (as amended);(h)
    
    any and all rights or claims relating to or in any manner
arising under the California Labor Code Section 1197.5 (as amended); and(i)
    
    any and all rights or claims otherwise relating to or in any
manner arising under federal, state or local statutory, administrative or
common law or regulation, including claims for wrongful termination or
constructive discharge or demotion, breach of contract (written, oral or
implied), breach of the covenant of good faith and fair dealing, violation of
public policy, infliction of emotional distress, personal injury, defamation
and misrepresentation.
  11




---



##### 



A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the
release, which if known to him must have materially affected his
settlement with the debtor.
    (b)
    
    you have read this Agreement and Release in full and understand
all of the terms and conditions set forth herein;(c)
    
    you knowingly and voluntarily agree to all of the terms and
conditions set forth herein and intend to be legally bound by them;
  (e)
    
    this Agreement and Release will not become effective or
enforceable with respect to claims arising under the Age Discrimination in
Employment Act of 1967 (29 U.S.C. 621 et seq.) until seven (7) days after you
have signed it.
  12




---



##### 



13




---



##### 



14




---



##### 



EMPLOYEE:

    
    
    ASYST TECHNOLOGIES, INC.By:Name:Title:Date:
    
    
    
    Date:
 15