**Exhibit 10.45**Non-Employee Director RSA Award Agreement (4-2006)**ASYST TECHNOLOGIES, INC.****2003 EQUITY INCENTIVE PLAN****RESTRICTED STOCK AWARD AGREEMENT**     1. Restricted Stock Award. As of **[insert date]** (the “Date of Award”), AsystTechnologies, Inc., a California corporation (the “Company”), has granted to **[insert name]**(the “Grantee”) a Restricted Stock Award (the “Restricted Stock Award”) ___sharesof Common Stock, which is granted by the Company subject to the terms and provisions of thisRestricted Stock Award agreement (the “Stock Award Agreement”) and the Company’s 2003 EquityIncentive Plan, as amended from time to time (the “Plan”), which are incorporated herein byreference.          Unless to the extent otherwise defined herein, the terms in this Stock Award Agreement shallbe given the same defined meanings as defined in the Plan.     2. Vesting Schedule. Subject to the terms of this Stock Award Agreement and the Plan,and provided that you remain in continuous service as a member of the Company’s Board of Directors(the “Board”) from the Date of Award, to the vesting date listed below; the shares subject to theRestricted Stock Award shall vest as provided below. No shares will be transferable prior to theapplicable vesting date.     **Number of Shares** **Vesting Date**      a. *Holding and Other Restrictions on Delivery*         The Grantee may not sell, transfer or otherwise dispose of shares subject to the RestrictedStock Award until the third anniversary of the grant date.     b. *Acceleration in the event of Death, Disability or Termination of Service*          Regardless of any hold or other restriction on delivery of shares, shares that have vestedunder the Stock Award will be automatically be available for sale, transfer or other disposition bythe Grantee as of the date of the first to occur of the
 

 
following specific events (provided that such date is after the original vesting date for theshares): (i) a change in control of the Company (as defined under Code Section 409A), (ii)termination of Grantee’s service with the Company (for any reason), (iii) determination ofGrantee’s permanent disability, or (iv) the date of Grantee’s death.     3. Taxes. Regardless of any action the Company or Grantee’s actual employer takeswith respect to any or all income tax (including federal, state and local taxes), social insurance,payroll tax, payment on account or other tax-related withholding (“Tax Related Items”), Granteeacknowledges that the ultimate liability for all Tax Related Items legally due by Grantee is andremains Grantee’s responsibility and that the Company and/or the Grantee’s actual employer (i) makeno representations or undertakings regarding the treatment of any Tax Related Items in connectionwith any aspect of the Restricted Stock Award, including the grant of the Restricted Stock Award,the vesting of the Restricted Stock Award, or the subsequent sale of shares acquired at vesting,pursuant to such Restricted Stock Award and the receipt of any dividends, or the sufficiency of anywithholdings or other payments made for or by the Grantee to satisfy the Tax-Related Items; and(ii) do not commit to structure the terms of the grant or any aspect of the Restricted Stock Awardto reduce or eliminate the Grantee’s liability for Tax Related Items.          Prior to the issuance of shares of Common Stock upon vesting of Restricted Stock Award,Grantee shall pay, or make adequate arrangements satisfactory to the Company or to the Grantee’sactual employer (in their sole discretion) to satisfy all withholding and payment on accountobligations of the Company and/or the Grantee’s actual employer. In this regard, Granteeauthorizes the Company or the Grantee’s actual employer to (in their sole discretion) withhold allapplicable Tax Related Items legally payable by Grantee (i) from Grantee’s wages or other cashcompensation payable to Grantee by the Company or the Grantee’s actual employer and/or (ii) towithhold in shares, provided that the Company and the Grantee’s actual employer shall withhold onlythe number of shares necessary to satisfy the minimum withholding amount. Alternatively, or inaddition, if permissible under local law Grantee (i) may tender payment in cash or by delivering tothe Company owned and unencumbered shares of Asyst Technologies, Inc. and/or (ii) authorize theCompany or the Grantee’s actual employer to, sell or arrange for the sale of the number of sharesas necessary to satisfy the withholding or payment on account obligation that is due at the vestingof the Restricted Stock Award. Grantee shall pay to the Company or to the Grantee’s actualemployer any amount of Tax Related Items that the Company or the Grantee’s actual employer may berequired to withhold as a result of Grantee’s receipt of the Restricted Stock Award, the vesting ofthe Restricted Stock Award, or the subsequent sale of shares acquired pursuant to such RestrictedStock Award and the receipt of any dividends that cannot be satisfied by the means previouslydescribed. The Company may refuse to deliver shares to Grantee if Grantee fails to comply withGrantee’s obligation in connection with the Tax Related Items as described herein.     4. Restrictions on Issuance. No shares will be issued in connection with theRestricted Stock Award if the issuance of such shares would constitute a violation of anyapplicable laws.
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     5. Termination of Continuous Service. In the event that the Grantee ceases to remainin Continuous Service with the Company for any reason, including death or disability, resignationor failure of nomination or election for subsequent term, any unvested portion of the RestrictedStock Award shall automatically terminate and be deemed forfeited.     6. Transferability of Award. The Restricted Stock Award may not be transferred,pledged, sold, assigned, alienated or otherwise encumbered by the Grantee, in any manner other thanby will or by the laws of descent and distribution. Any such purported transfer, pledge, sale,assignment, alienation or encumbrance will be void and unenforceable against the Company. Theterms of the Restricted Stock Award shall be binding upon the executors, administrators, heirs andsuccessors of the Grantee.     7. Refusal to Transfer. The Company shall not be required (i) to transfer on itsbooks any shares that have been sold or otherwise transferred in violation of any of the provisionsof this Restricted Stock Award Agreement or (ii) to treat as owner of such shares or to accord theright to vote or pay dividends to any purchaser or other transferee to whom such shares shall havebeen so transferred.     8. Tax Consultation. The Grantee understands that he or she may suffer adverse taxconsequences as a result of the Grantee’s receipt or disposition of the shares subject to theRestricted Stock Award (or the vesting of Grantee’s right to receive or dispose of the sharessubject to the Restricted Stock Award). The Grantee represents that he or she has had anopportunity to consult with any tax consultants the Grantee deems advisable in connection withreceipt or disposition of the shares and that the Grantee is not relying on the Company or itscounsel for any tax advice.     9. Entire Agreement: Governing Law. The Plan and this Stock Award Agreementconstitute the entire agreement of the parties with respect to the subject matter hereof andsupersede in their entirety all prior undertakings and agreements of the Company and the Granteewith respect to the subject matter hereof, and may not be modified adversely to the Grantee’sinterest except by means of a writing signed by the Company and the Grantee. Nothing in the Planand this Stock Award Agreement (except as expressly provided therein) is intended to confer anyrights or remedies on any persons other than the parties. The Plan and this Stock Award Agreementare to be construed in accordance with and governed by the laws of the State of California withoutgiving effect to any conflict of law rule. Should any provision of the Plan or this Stock AwardAgreement be determined by a court of law to be illegal or unenforceable, such provision shall beenforced to the fullest extent allowed by law and the other provisions shall nevertheless remaineffective and shall remain enforceable.     10. Headings. The captions used in this Stock Award Agreement are inserted forconvenience and shall not be deemed a part of the Stock Award for construction or interpretation.     11. Notices. Any notice required or permitted hereunder shall be given in writing andshall be deemed effectively given upon personal delivery or upon deposit in
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the United States mail by certified mail (if the parties are within the United States) or upondeposit for delivery by an internationally recognized express mail courier service (forinternational delivery of notice), with postage and fees prepaid, addressed to the other party atits address as shown below or to such other address as such party may designate in writing fromtime to time to the other party.     12. Rights as Shareholder. Except with regard to the disposition of the sharessubject to the Restricted Stock Award, Grantee shall generally have all the rights of a shareholderwith regard to the shares subject to the Restricted Stock Award from the Date of Award, includingwithout limitation, the right to receive dividends with respect to such shares and the right tovote such shares, but subject to those restrictions in this Stock Award Agreement or in the Plan.     13. Mandatory Arbitration to Resolve Disputes. Any differences, disputes orcontroversies arising from the Restricted Stock Award or this Stock Award Agreement, and rights orobligations thereunder or hereunder, shall be exclusively submitted to binding arbitration beforean independent and qualified arbitrator in accordance with the American Arbitration Association andits rules then in effect, without reference to conflict of laws principles. Arbitration shall bethe exclusive forum for any dispute, claim or cause arising hereunder, and the decision and awardby the arbitrator shall be final, binding upon and non-appealable by the parties and may be enteredin any state court of California having jurisdiction. The arbitrator shall be without authority orjurisdiction to award either party its attorneys’ fees or costs incurred in the matter. Inaddition, the arbitrator shall be without authority or jurisdiction to award either party, for anyclaim, cause or action arising hereunder, any incidental, special, consequential or exemplarydamages of any nature, including but not limited to punitive damages; provided, however, thatprovisional or injunctive remedies and relief shall be available as appropriate to each party.     14. Waiver of Right to Jury Trial. Each party, to the fullest extent permitted bylaw, waives any right or expectation against the other to trial or adjudication by a jury of anyclaim, cause or action arising hereunder, or the rights, duties or liabilities created hereby.     15. Nature of the Restricted Stock Award. In accepting the Restricted Stock Award,the Grantee acknowledges and agrees that:          (a) the Plan is established voluntarily by the Company, it is discretionary in nature and itmay be modified, amended, suspended or terminated by the Company at any time, unless otherwiseprovided in the Plan and this Stock Award Agreement;          (b) the grant of the Restricted Stock Award is voluntary and occasional, and does not createany contractual or other right to receive future grants of stock, or benefits in lieu of awards,even if stock awards have been granted repeatedly in the past;
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          (c) all decisions with respect to future grants, if any, will be at the sole discretion of theCompany;          (d) the Grantee’s participation in the Plan shall not create a right to further employmentwith Grantee’s employer and shall not interfere with the ability of the Company to terminate theGrantee’s employment relationship at any time, with or without cause;          (e) the Grantee is voluntarily participating in the Plan;          (f) the Restricted Stock Award is an extraordinary item that does not constitute compensationof any kind for services of any kind rendered to the Company, and which is outside the scope of theGrantee’s employment contract, if any;          (g) the Restricted Stock Award is not part of normal or expected compensation or salary forany purposes, including, but not limited to, calculating any severance, resignation, termination,redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefitsor similar payments;          (h) in the event that the Grantee is not an employee of the Company, the grant of theRestricted Stock Award will not be interpreted to form an employment contract or relationship withthe Company; and furthermore, the grant of the Restricted Stock Award will not be interpreted toform an employment contract with any subsidiary or Affiliate of the Company;          (i) the future value of the shares is unknown and cannot be predicted with certainty;          (j) the value of the shares obtained pursuant to the Restricted Stock Award may increase ordecrease in value;          (k) in consideration of the grant of the Restricted Stock Award, the Grantee does not acquireany claim or entitlement to compensation or damages that otherwise could arise from termination ofthe Restricted Stock Award or diminution in value of the Restricted Stock Award, or shares acquiredpursuant to the Restricted Stock Award, upon termination of the Grantee’s employment by the Company(for any reason whatsoever and whether or not in breach of local labor laws), and the Granteehereby irrevocably waives and releases the Company from any such claim or entitlement that mayarise; if, notwithstanding the foregoing, any such claim or entitlement is found by a court ofcompetent jurisdiction to have arisen;          (l) by signing this Stock Award Agreement, the Grantee shall be deemed irrevocably to havewaived his or her right to pursue or seek remedy for any such claim or entitlement;          (m) notwithstanding any terms or conditions of the Plan to the contrary, in the event ofinvoluntary termination of the Grantee’s employment (whether or not in breach of local labor laws),the Grantee’s right to receive shares under the Plan,
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or vesting of such right, if any, will terminate automatically as of the Termination Date, andwill not be extended by any notice period mandated under local law (*e.g.*, active employment wouldnot include a period of “garden leave” or similar period pursuant to local law); and          (n) the Committee shall have the exclusive discretion to determine when the Grantee is nolonger actively employed for purposes of this Restricted Stock Award.     16. Data Privacy. *The Grantee hereby explicitly and unambiguously consents to thecollection, use and transfer, in electronic or other form, of his or her personal data as describedin this document by and among, as applicable, the Company and its subsidiaries and Affiliates forthe exclusive purpose of implementing, administering and managing the Grantee’s participation inthe Plan.*          *The Grantee understands that the Company may hold certain personal information about him orher, including, but not limited to, the Grantee’s name, home address and telephone number, date ofbirth, social security or insurance number or other identification number, salary, nationality, jobtitle, any shares of stock or directorships held in the Company, details of the Restricted StockAward or any other entitlement to shares, canceled, exercised, vested, unvested or outstanding inthe Grantee’s favor, for the purpose of implementing, administering and managing the Plan (“Data”).The Grantee understands that Data may be transferred to any third parties assisting in theimplementation, administration and management of the Plan, that these recipients may be located inthe Grantee’s country or elsewhere, and that the recipients ‘country may have different dataprivacy laws and protections than the Grantee’s country. The Grantee understands that he or shemay request a list with the names and addresses of any potential recipients of the Data bycontacting his or her local human resources representative. The Grantee authorizes the recipientsto receive, possess, use, retain and transfer the Data, in electronic or other form, for thepurposes of implementing, administering and managing the Grantee’s participation in the Plan,including any requisite transfer of such Data as may be required to a broker or other third partywith whom the Grantee may elect to deposit any shares acquired upon vesting of the Restricted StockAward. The Grantee understands that Data will be held as long as is reasonably necessary toimplement, administer and manage the Grantee’s participation in the Plan. The Grantee understandsthat he or she may, at any time, view Data, request additional information about the storage andprocessing of Data, require any necessary amendments to Data or refuse or withdraw the consentsherein, in any case without cost, by contacting in writing the Grantee’s local human resourcesrepresentative. The Grantee understands, however, that refusing or withdrawing his or her consentmay affect the Grantee’s ability to participate in the Plan. For more information on theconsequences of refusal to consent or withdrawal of consent, the Grantee understands that he or shemay contact his or her local human resources representative.*
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     17. Language. If the Grantee has received this or any other document related to thePlan translated into a language other than English and if the translated version is different thanthe English version, the English version will control.     18. Electronic Delivery. The Company may, in its sole discretion, decide to deliverany documents related to the Restricted Stock Award and participation in the Plan, or future StockAwards that may be granted under the Plan, by electronic means or to request the Grantee’s consentto participate in the Plan by electronic means. The Grantee hereby consents to receive suchdocuments by electronic delivery and, if requested, to agree to participate in the Plan through anon-line or electronic system established and maintained by the Company or another third partydesignated by the Company.****************************     The Grantee acknowledges receipt of a copy of the Plan and the Stock Award Agreement, andrepresents that he or she has had an opportunity to review these documents and to be familiar withthe terms and provisions thereof, and hereby accepts the Restricted Stock Award subject to all ofthe terms and provisions hereof and thereof. The Grantee has reviewed the Plan and the Stock AwardAgreement in their entirety, has had an opportunity to obtain the advice of counsel prior toexecuting this Stock Award Agreement. The Grantee agrees to notify the Company upon any change inthe residence address indicated in this Stock Award Agreement.         Submitted by:   Accepted by:           GRANTEE:   ASYST TECHNOLOGIES, INC.               By:                 Title: Vice President, General Counsel & Secretary   (Signature)                 Address:   Address:               46897 Bayside Parkway      Fremont, CA 94538  
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