**Exhibit 10.44**Employee RSU Award (2003 Plan)**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 unit award (the “RSU Award”), which is an unfunded, unsecuredpromise by the Company to deliver **[insert shares]** shares of Common Stock subject to theterms and provisions of this Restricted Stock Award agreement (the “RSU Agreement”) and theCompany’s 2003 Equity Incentive Plan, as amended from time to time (the “Plan”), which areincorporated herein by reference.     Unless otherwise defined herein, the terms in this RSU Agreement shall be given the samedefined meanings as defined in the Plan.     2. Vesting Schedule. Subject to the terms of this RSU Agreement and the Plan, andprovided that you remain in Continuous Service with the Company from the Date of Award, to thevesting date listed below; the shares subject to the RSU Award shall vest as provided below and beconverted into an equivalent number of shares of Common Stock on the vesting date. In addition,at the sole discretion of the Company, the RSU Award may be settled by a cash payment on the datethe Grantee first has a right to receive the shares (the vesting date or the distribution date, asapplicable) rather than by a delivery of shares. Such cash payment, if any, will be equal to theFair Market Value of the shares on the vesting date or the distribution date, as applicable. Noshares will be converted or issued and no cash payment, if any, shall be made prior to theapplicable vesting date.     **Number of RSUs** **Vesting Date** a. *Holding and Other Restrictions on Delivery*         N/A         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 RSU Award will be automatically accelerated and delivered to the Grantee as of the dateof the first to occur of the following specific events (provided that such date is after theoriginal vesting date for the shares): (i) a change in control of the
 

 
Company (as defined under Code Section 409A), (ii) termination of Grantee’s service with theCompany (for any reason), (iii) determination of Grantee’s permanent disability, or (iv) the dateof 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 RSU Award, including the grant of the RSU Award, the vesting of the RSUAward, the conversion of the RSU Award into shares or the receipt of an equivalent cash payment,the subsequent sale of any shares acquired at vesting, the receipt of any dividends, or thesufficiency of any withholdings or other payments made for or by the Grantee to satisfy theTax-Related Items; and (ii) do not commit to structure the terms of the grant or any aspect of theRSU Award to reduce or eliminate the Grantee’s liability for Tax Related Items.          No shares will be delivered to the Grantee or equivalent cash payment received until theGrantee has paid, or made 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 or from anyequivalent cash payment attributable to the RSU Award and/or (ii) withhold in shares, provided thatthe Company and the Grantee’s actual employer shall withhold only the number of shares necessary tosatisfy the minimum withholding amount due at the time such shares are withheld. Alternatively,or in addition, if permissible under local law the Grantee (i) may tender payment in cash or bydelivering to the Company owned and unencumbered shares of Asyst Technologies, Inc. and/or (ii)authorize the Company or the Grantee’s actual employer to, sell or arrange for the sale of thenumber of shares as necessary to satisfy the withholding or payment on account obligation that isdue at the vesting of the RSU award and, if Grantee made a valid Deferral Election , upon thesubsequent issuance of shares at the time so elected. Award. With respect to any shares timelyand appropriately deferred by the Grantee, the Company or the Grantee’s actual employer shall limitany sale of shares at vesting to the minimum number of shares permitted to avoid a prohibitedacceleration under Code Section 409A and the regulations thereunder, as amended from time to time.Grantee shall pay to the Company or to the Grantee’s actual employer any amount of Tax RelatedItems that the Company or the Grantee’s actual employer may be required to withhold as a result ofGrantee’s receipt of the RSU Award, the vesting of the RSU Award, the receipt of an equivalent cashpayment, or the conversion of the vested RSU Award into shares that cannot be satisfied by themeans previously described. The Company may refuse to deliver shares to Grantee if Grantee
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fails to comply with Grantee’s obligation in connection with the Tax Related Items asdescribed herein.     4. Restrictions on Issuance. No shares will be issued in connection with the RSUAward if the issuance of such shares would constitute a violation of any applicable laws.     5. Delivery of Shares. Until shares subject to the RSU Award are issued anddelivered, the Grantee will have no rights as a shareholder including the right to receivedividends and the right to vote the shares. In addition, at the sole discretion of the Company,the RSU Award may be settled by a cash payment on the Delivery Date rather than by a delivery ofshares. Such cash payment, if any, will be equal to the Fair Market Value of the shares on theDelivery Date.     6. Termination of Continuous Service. In the event that the Grantee ceases to remainin Continuous Service for any reason, including death, permanent disability, resignation ortermination, any unvested portion of the RSU award shall automatically terminate and be deemedforfeited.     7. Transferability of Award. The RSU Award may not be transferred, pledged, sold,assigned, alienated or otherwise encumbered by Grantee in any manner other than by will or by thelaws of descent and distribution. Any such purported transfer, pledge, sale, assignment,alienation or encumbrance will be void and unenforceable against the Company. The terms of the RSUAward shall be binding upon the executors, administrators, heirs and successors of the Grantee.     8. 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 RSU Agreement or (ii) to treat as owner of such shares or to accord the right to vote orpay dividends to any purchaser or other transferee to whom such shares shall have been sotransferred.     9. 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 the RSUAward (or the vesting of Grantee’s right to receive or dispose of the shares subject to the RSUAward). The Grantee represents that he or she has had the opportunity to consult with any taxconsultants the Grantee deems advisable in connection with receipt or disposition of the shares andthat the Grantee is not relying on the Company or its counsel for any tax advice.     10. Entire Agreement: Governing Law. The Plan and this RSU Agreement constitute theentire agreement of the parties with respect to the subject matter hereof and supersede in theirentirety all prior undertakings and agreements of the Company and the Grantee with respect to thesubject matter hereof, and may not be modified adversely to the Grantee’s interest except by meansof a writing signed by the Company and the Grantee. Nothing in the Plan and this RSU Agreement(except as expressly provided therein) is intended to confer any rights or remedies on any personsother than the parties.
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The Plan and this RSU Agreement are to be construed in accordance with and governed by thelaws of the State of California without giving effect to any conflict of law rule. Should anyprovision of the Plan or this RSU Agreement be determined by a court of law to be illegal orunenforceable, such provision shall be enforced to the fullest extent allowed by law and the otherprovisions shall nevertheless remain effective and shall remain enforceable.     11. Headings. The captions used in this RSU Agreement are inserted for convenienceand shall not be deemed a part of this RSU Agreement for construction or interpretation.     12. Notices. Any notice required or permitted hereunder shall be given in writing andshall be deemed effectively given upon personal delivery or upon deposit in the United States mailby certified mail (if the parties are within the United States) or upon deposit for delivery by aninternationally recognized express mail courier service (for international delivery of notice),with postage and fees prepaid, addressed to the other party at its address as shown below or tosuch other address as such party may designate in writing from time to time to the other party.     13. Rights as Shareholder. Until the Grantee has satisfied all requirements forvesting of the RSU Award and such vested shares have been issued and delivered pursuant to theterms of the Plan and this RSU Agreement, the Grantee shall not be deemed to be a shareholder or tohave any of the rights of a shareholder with respect to any such shares of stock subject to the RSUAward.     14. Deferral Election. Grantee may elect to defer distribution of shares that areotherwise due upon vesting by completing the attached deferral election form and returning it tothe Company according to the instructions on the deferral election form. If made, the deferralelection is irrevocable by Grantee. However, the deferred delivery of vested shares may beaccelerated under certain circumstances as set forth in the deferral election form. Please notethat a deferring the distribution of shares will have tax consequences for the Grantee and theGrantee is strongly advised to consult with his or her personal tax advisor.     15. Deferral of Compensation. Payments made pursuant to this Plan and RSU Agreementare intended to comply with or qualify for an exemption from Section 409A of the Internal RevenueCode (“Section 409A”). The Company reserves the right, to the extent the Company deems necessaryor advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this RSUAgreement to ensure that all shares subject to the RSU Award are made in a manner that qualifiesfor exemption from or complies with Section 409A; provided however, that the Company makes norepresentations that the shares will be exempt from Section 409A and makes no undertaking topreclude Section 409A from applying to this RSU Award.     16. Nature of the RSU Award. In accepting the RSU Award, the Grantee acknowledges andagrees that:
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          (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 RSU Agreement;          (b) the grant of the RSU Award is voluntary and occasional, and does not create anycontractual or other right to receive future grants of awards, or benefits in lieu of awards, evenif awards have been granted repeatedly in the past;          (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 RSU Award is an extraordinary item that does not constitute compensation of any kindfor services of any kind rendered to the Company, and which is outside the scope of the Grantee’semployment contract, if any;          (g) the RSU Award is not part of normal or expected compensation or salary for any purposes,including, but not limited to, calculating any severance, resignation, termination, redundancy, endof service payments, bonuses, long-service awards, pension or retirement benefits or similarpayments;          (h) in the event that the Grantee is not an employee of the Company, the grant of the RSUAward will not be interpreted to form an employment contract or relationship with the Company; andfurthermore, the grant of the RSU Award will not be interpreted to form an employment contract withany 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 RSU Award may increase or decrease invalue;          (k) in consideration of the grant of the RSU Award, the Grantee does not acquire any claim orentitlement to compensation or damages that otherwise could arise from termination of the RSU Awardor diminution in value of the RSU Award, or shares acquired pursuant to the RSU Award, upontermination of the Grantee’s employment by the Company (for any reason whatsoever and whether ornot in breach of local labor laws), and the Grantee hereby irrevocably waives and releases theCompany from any such claim or entitlement that may arise; if, notwithstanding the foregoing, anysuch claim or entitlement is found by a court of competent jurisdiction to have arisen;
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          (l) by signing this RSU Agreement, the Grantee shall be deemed irrevocably to have waived hisor 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, or vesting of such right, if any, willterminate automatically as of the Termination Date, and will not be extended by any notice periodmandated under local law (*e.g.*, active employment would not include a period of “garden leave” orsimilar 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 RSU Award.     17. 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 RSU or any otherentitlement to shares, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor,for the purpose of implementing, administering and managing the Plan (“Data”). The Granteeunderstands that Data may be transferred to any third parties assisting in the implementation,administration and management of the Plan, that these recipients may be located in the Grantee’scountry or elsewhere, and that the recipients ‘country may have different data privacy laws andprotections than the Grantee’s country. The Grantee understands that he or she may request a listwith the names and addresses of any potential recipients of the Data by contacting his or her localhuman resources representative. The Grantee authorizes the recipients to receive, possess, use,retain and transfer the Data, in electronic or other form, for the purposes of implementing,administering and managing the Grantee’s participation in the Plan, including any requisitetransfer of such Data as may be required to a broker or other third party with whom the Grantee mayelect to deposit any shares acquired upon vesting of the RSU. The Grantee understands that Datawill be held as long as is reasonably necessary to implement, administer and manage the Grantee’sparticipation in the Plan. The Grantee understands that he or she may, at any time, view Data,request additional information about the storage and processing of Data, require any necessaryamendments to Data or refuse or withdraw the consents herein, in any case without cost, bycontacting in writing the Grantee’s local human resources representative. The Grantee understands,however, that refusing or withdrawing his or her consent may affect the Grantee’s ability toparticipate in the Plan. For more information on the consequences of refusal to consent*
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*or withdrawal of consent, the Grantee understands that he or she may contact his or her localhuman resources representative.*     18. Language. If the Grantee has received this or any other document related to thePlan or the RSU Award translated into a language other than English and if the translated versionis different than the English version, the English version will control.     19. Mandatory Arbitration to Resolve Disputes. Any differences, disputes orcontroversies arising from the RSU Award or this RSU Agreement, and rights or obligationsthereunder or hereunder, shall be exclusively submitted to binding arbitration before anindependent 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.     20. 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.     21. AT WILL RELATIONSHIP. THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE VESTING OFSHARES PURSUANT TO THE RSU RESULTS ONLY BY CONTINUING SERVICES OR EMPLOYMENT AT THE WILL OF THECOMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING AWARDED THIS RSU OR ACQUIRING SHARES HEREUNDER).THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS RSU, THE TERMS AND CONDITIONS WHICH AREINCORPORATED HEREIN AND MADE A PART HEREOF BY REFERENCE, THE TRANSACTIONS CONTEMPLATED HEREUNDERAND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OFCONTINUED EMPLOYMENT OR ENGAGEMENT AS AN EMPLOYEE, CONSULTANT OR OTHERWISE WITH OR BY THE COMPANY,OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, FOR THE VESTING PERIOD OR FOR ANY PERIOD OR AT ALL, ANDSHALL NOT INTERFERE WITH GRANTEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE GRANTEE’S EMPLOYMENTOR CONSULTANT OR OTHER RELATIONSHIP AT ANY TIME, FOR ANY REASON, WITH OR WITHOUT CAUSE.     22. Electronic Delivery. The Company may, in its sole discretion, decide to deliverany documents related to the RSU Award and participation in the Plan, or future
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Stock Awards that may be granted under the Plan, by electronic means or to request theGrantee’s consent to participate in the Plan by electronic means. The Grantee hereby consents toreceive such documents by electronic delivery and, if requested, to agree to participate in thePlan through an on-line or electronic system established and maintained by the Company or anotherthird party designated by the Company.****************************     The Grantee acknowledges receipt of a copy of the Plan and the RSU Agreement, and representsthat he or she has had an opportunity to review these documents and to be familiar with the termsand provisions thereof, and hereby accepts the RSU Award subject to all of the terms and provisionshereof and thereof. The Grantee has reviewed the Plan and the RSU Agreement in their entirety, hashad an opportunity to obtain the advice of counsel prior to executing this RSU Agreement. TheGrantee agrees to notify the Company upon any change in the residence address indicated in this RSUAgreement.         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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