##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 Amendment No. 1
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended March 31, 2008
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission file number 0-22430
 Asyst Technologies, Inc.
 (Exact name of registrant as specified in its charter)
 California
    
    94-2942251(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 46897 Bayside Parkway, Fremont, California 94538  (Address of principal executive offices)
 Registrants telephone number, including area code:
(510) 661-5000
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock
    
    The NASDAQ Stock Market LLC(NASDAQ Global Market)
 Securities registered pursuant to Section 12(g) of the Act:
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### Table of Contents



ASYST TECHNOLOGIES, INC.
Explanatory Note:
  2




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##### 



ASYST TECHNOLOGIES, INC.
 TABLE OF CONTENTS
 Page No.PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    4Item 11. Executive Compensation
    
    
    8Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    33Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    37Item 14. Principal Accountant Fees and Services
    
    
    37PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    38EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
  3




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PART III
 
 Item 10  Directors, Executive Officers, and Corporate Governance
 Directors
  Name
    
    Age
    
    Principal OccupationStephen S. Schwartz, Ph.D.
    
    
    48
    
    
    Chair of our Board of Directors,
President and Chief Executive Officer of
AsystStanley Grubel
    
    
    66
    
    
    Retired Vice President and General
Manager, Philips Semiconductor
Manufacturing, Inc., and retired CEO of
MiCRUSRobert A. McNamara
    
    
    54
    
    
    President and Chief Executive Officer,
LVI Services, Inc.Anthony E. Santelli
    
    
    68
    
    
    Retired Executive Vice Chairman, USA
Global Link, and retired General
Manager, IBMWilliam Simon
    
    
    69
    
    
    Retired Executive Vice President,
BearingPoint, Inc., and retired National
Managing Partner, KPMG LLPWalter W. Wilson
    
    
    64
    
    
    Retired Senior Vice President, Solectron Corporation
 Dr. Schwartz
 Mr. Grubel
 Mr. McNamara
 4




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##### Table of Contents



Mr. Santelli
 Mr. Simon
 Mr. Wilson
 Retiring Board Member
    Committee Membership
  Governance andAudit
    
    Nominating
    
    CompensationDirector Name and Positions
    
    Committee
    
    Committee
    
    CommitteeStephen S. Schwartz (Chair, Chief Executive Officer and President)
    
    
    
    
    
    
    
    
    
    
    Stanley Grubel (Director)
    
    
    X
    
    
    Chair
    
    
    XTsuyoshi E. Kawanishi (Director)
    
    
    
    
    
    
    
    
    
    
    Robert A. McNamara (Director)
    
    
    X
    
    
    
    
    
    
    
    Anthony E. Santelli (Director)
    
    
    X
    
    
    
    
    
    
    ChairWilliam Simon (Director)
    
    Chair
    
    
    
    
    
    
    Walter W. Wilson (Lead Non-management Director)
    
    
    X
    
    
    
    X
    
    
    
    X
 5




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##### Table of Contents



Director Independence
  see Non-Employee Director Compensation Table,
  Executive Officers
  Name
    
    Age
    
    Principal OccupationStephen S. Schwartz
    
    
    48
    
    
    Chair of the Board Chief Executive Officer and PresidentAnthony C. Bonora
    
    
    65
    
    
    Executive Vice President, Research and Development
Chief Technical Officer, Asyst FellowMichael A. Sicuro
    
    
    49
    
    
    Senior Vice President Chief Financial OfficerPaula C. LuPriore
    
    
    51
    
    
    Senior Vice President, Automated Solutions GroupHitoshi Kawano
    
    
    61
    
    
    Senior Vice President President, Asyst Technologies Japan, Inc.Thomas R. Leitzke
    
    
    59
    
    
    Senior Vice President, Global OperationsSteve Debenham
    
    
    46
    
    
    Vice President General Counsel and Secretary
 Directors,
 Mr. Bonora
 Mr. Sicuro
 6




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##### Table of Contents



Ms. LuPriore
 Mr. Kawano
 Mr. Leitzke
 Mr. Debenham
  Audit Committee
 Charter and Purposes. www.asyst.com
 Members. Director Independence,
 Audit Committee Financial Expert.
 Section 16(a) Beneficial Ownership Reporting Compliance
  7




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##### Table of Contents



Code of Ethics
  
 Item 11  Executive Compensation
 COMPENSATION DISCUSSION AND ANALYSIS
 Overview of Compensation Program
  Summary Compensation Table,
 Executive Compensation Philosophy & Objectives
    8




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Fiscal Year 2008 Executive Compensation Components  Annual Equity Awards.
   (1)
    
    attract and retain quality executive leadership;(2)
    
    encourage individual executive performance;(3)
    
    align incentives with the business unit and company areas most directly impacted by the
executives leadership and performance;(4)
    
    encourage management retention; and(5)
    
    improve our overall performance and increase shareholder value.
     9




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Use of Comparative Peer Compensation Data & Assumptions
   Advanced Energy Industries, Inc.
    
    COHU, Inc.
    
    MKS Instruments, Inc.Applied Materials, Inc.
    
    Cymer, Inc.
    
    OSI Systems, Inc.ATMI, Inc.
    
    LTX Corp.
    
    Ultratech, Inc.Axcelis Technologies, Inc.
    
    Mattson Technology, Inc.
    
    Varian SemiconductorBrooks Automation, Inc.
    
    Mindspeed Technologies, Inc.
    
    Veeco Instruments Inc.
    Use of Independent Compensation Consultants
    10




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##### Table of Contents




    
    Evaluated the competitive positioning of companys named executive officers base
salaries, and annual incentive and long-term incentive compensation relative to its primary
peers and the broader industry;
    
    Advised the Committee on Chief Executive Officer and other named executive officer
target award levels within the annual and long-term incentive program and, as needed, on
actual compensation actions;
    
    Assessed the alignment of company compensation levels relative to performance of company
against its primary peers and relative to companys articulated compensation philosophy;
    
    Provided ongoing advice as needed on the companys annual and long-term incentive plans;
    
    Advised the Committee as requested on the performance measures and performance targets
for the annual and long-term programs;
    
    Evaluated the impact of companys equity programs on annual share use, run rate and
total dilution, and advised the Committee on a recommended maximum share limit for use for
fiscal year 2008;
    
    Evaluated independent Board of Director compensation versus the competitive market; and
    
    Assisted with the preparation of the Compensation Discussion and Analysis for this Proxy
Statement.
  Fiscal Year 2008 Executive Compensation Components
  th th th th th
 Annual Base Salary
  th th th
  11




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Performance-Based Annual Cash Bonus
      th th th
  Annual Base Salary X Target Bonus % X Performance Achievement
 Where
 Performance Achievement = (70% x corporate achievement) + (30% x individual achievement)
 12




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FY 2008FY 2008
    
    Bonus Formula Amount
    
    FY 2008Executive
    
    Target Bonus Payment
    
    Prior to Reduction
    
    Actual Bonus PaymentStephen S. Schwartz
    
    $
    562,500
    
    
    $
    280,603
    
    
    $
    224,483Chief Executive Officer, PresidentMichael A. Sicuro
    
    $
    236,250
    
    
    $
    131,887
    
    
    $
    105,509SVP, Chief Financial OfficerPaula C. LuPriore
    
    $
    228,750
    
    
    $
    127,700
    
    
    $
    102,160SVP, Automated SolutionsThomas R. Leitzke
    
    $
    213,750
    
    
    $
    115,799
    
    
    $
    92,639SVP, Global OperationsSteve Debenham
    
    $
    187,500
    
    
    $
    104,672
    
    
    $
    104,672VP, General Counsel & Secretary
 13




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FY 2008
    
    PercentileFY 2008
    
    FY 2008
    
    Actual Base + Bonus
    
    Relative to PEERExecutive
    
    Actual Base Salary
    
    Actual Bonus Payment
    
    Payment
    
    Group DataStephen S. Schwartz
    
    $
    436,538
    
    
    $
    224,483
    
    
    $
    661,021
    
    
    Below 25thChief Executive Officer, PresidentMichael A. Sicuro
    
    $
    310,961
    
    
    $
    105,509
    
    
    $
    416,470
    
    
    25th - 50thSVP, Chief Financial OfficerPaula C. LuPriore
    
    $
    291,058
    
    
    $
    102,160
    
    
    $
    393,218
    
    
    Below 25thSVP, Automated SolutionsThomas R. Leitzke
    
    $
    279,615
    
    
    $
    92,639
    
    
    $
    372,254
    
    
    50th - 75thSVP, Global OperationsSteve Debenham
    
    $
    247,308
    
    
    $
    104,672
    
    
    $
    351,980
    
    
    50th - 75thVP, General Counsel & Secretary
 Annual Equity Awards
    th
   14




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Grants of Plan-Based Awards
 FY 2008
    
    FY 2008FY 2008
    
    Total Performance-Based
    
    Additional Performance-BasedExecutive
    
    Total Service-Based Shares (Shs.)
    
    Shares at Target Perf. (Shs.)
    

Shares at Stretch Perf. (Shs.)Stephen S. Schwartz
    
    
    49,179
    
    
    
    95,464
    
    
    
    57,278Chief Executive Officer, PresidentMichael A. Sicuro
    
    
    15,300
    
    
    
    29,700
    
    
    
    17,820SVP, Chief Financial OfficerPaula C. LuPriore
    
    
    14,814
    
    
    
    28,758
    
    
    
    17,254SVP, Automated SolutionsThomas R. Leitzke
    
    
    13,843
    
    
    
    26,872
    
    
    
    16,122SVP, Global OperationsSteve Debenham
    
    
    12,143
    
    
    
    23,572
    
    
    
    14,142VP, General Counsel & Secretary
  15




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Fiscal Year 2009 Executive Compensation Components
  Applied Materials, Inc.
    
    CREE, Inc.
    
    MKS Instruments, Inc.ATMI, Inc.
    
    Cymer, Inc.
    
    Novellus Systems, Inc.Axcelis Technologies, Inc.
    
    Entegris, Inc.
    
    Semitool, Inc.Brooks Automation, Inc.
    
    Lam Research Corp.
    
    Varian SemiconductorCOHU, Inc.
    
    Mattson Technology, Inc.
    
    Veeco Instruments Inc.
   th th th
  Performance-Based Annual Cash Bonus
   Annual Base Salary X Target Bonus % X Performance Achievement
 Where
 Performance Achievement = (50% x corporate achievement) + (50% x individual achievement)
 16




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th th th th
  Annual Equity Awards
    Chief Executive Officer Compensation
  17




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Value of Compensation and BenefitsFiscal Year 2008
    
    in the Event of Termination of Employment as of March 31, 2008Total Compensation
    
    Voluntary
    
    Involuntary
    
    Termination Upon OccurrenceStephen S. Schwartz
    
    and Benefits
    
    Termination
    
    Termination
    
    of a Change in ControlAnnual Base Salary
    
    $
    436,538
    
    
    
    
    
    
    $
    900,000
    
    
    $
    900,000Performance-Based Cash Bonus
    
    $
    224,483
    
    
    
    
    
    
    $
    1,355,489
    
    
    $
    1,355,489Stock Option Grants
    
    $
    97,125
    
    
    
    
    
    
    $
    
    
    
    $
    Stock Awards
    
    $
    388,739
    
    
    
    
    
    
    $
    623,126
    
    
    $
    1,157,723Benefits/Other
    
    $
    24,710
    
    
    
    
    
    
    $
    21,042
    
    
    $
    21,042Total:
    
    $
    1,171,595
    
    
    $
    0
    
    
    $
    2,899,657
    
    
    $
    3,434,254
 Employment Agreements,
 Summary Compensation Table, Employment, Severance and Change of Control
Agreements, Potential Payments upon Termination or Change of Control.
 Other Equity Programs
  18




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##### Table of Contents



Other Benefits
 Nonqualified Deferred Compensation,
   Change In Control Agreements
  Employment, Severance
and Change of Control Agreements, Potential Payments upon Termination or Change of Control,
 Employment Agreements
 Employment, Severance and Change of Control Agreements,
 Employment, Severance and Change of Control Agreements, Potential Payments upon Termination or Change of Control.
 19




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##### Table of Contents



Nonqualified Deferred Compensation
   Tax Deductibility Considerations
    COMPENSATION COMMITTEE REPORT
  Compensation Committee
 
 20




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##### Table of Contents



SUMMARY COMPENSATION TABLE
  Change inPensionNon-Equity
    
    Value andIncentive
    
    NonqualifiedPlan
    
    Deferred
    
    All OtherStock
    
    Option
    
    Compen-
    
    Compensation
    
    Compen-Fiscal
    
    Salary
    
    Bonus
    
    Awards
    
    Awards
    
    sation
    
    Earnings
    
    sation
    
    TotalName & Principal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)(1)
    
    ($)(1)
    
    ($)
    
    ($)
    
    ($)(2)
    
    ($)Stephen S. Schwartz
    
    
    2008
    
    
    
    436,538
    
    
    
    
    
    
    
    388,739
    
    
    
    97,125
    
    
    
    224,483
    
    
    
    
    
    
    
    24,710
    (5)
    
    
    1,171,595Chair, Chief Executive Officer, President
    
    
    2007
    
    
    
    395,192
    
    
    
    
    
    
    
    334,747
    
    
    
    492,243
    
    
    
    515,000
    
    
    
    
    
    
    
    7,500
    
    
    
    1,744,682Michael A. Sicuro
    
    
    2008
    
    
    
    310,961
    
    
    
    
    
    
    
    278,233
    
    
    
    143,338
    
    
    
    105,509
    
    
    
    
    
    
    
    1,156
    
    
    
    839,197Senior Vice President, Chief Financial
Officer (3)
    
    
    2007
    
    
    
    48,462
    
    
    
    125,000
    (4)
    
    
    20,987
    
    
    
    12,160
    
    
    
    37,500
    
    
    
    
    
    
    
    
    
    
    
    244,109Paula C. LuPriore
    
    
    2008
    
    
    
    291,058
    
    
    
    
    
    
    
    295,988
    
    
    
    136,791
    
    
    
    102,160
    
    
    
    
    
    
    
    10,997
    (6)
    
    
    836,994Senior Vice President, Automated Solutions
Group
    
    
    2007
    
    
    
    270,192
    
    
    
    
    
    
    
    289,353
    
    
    
    237,741
    
    
    
    237,188
    
    
    
    
    
    
    
    12,711
    (7)
    
    
    1,047,185Thomas R. Leitzke
    
    
    2008
    
    
    
    279,615
    
    
    
    
    
    
    
    227,301
    
    
    
    130,416
    
    
    
    92,693
    
    
    
    
    
    
    
    200,970
    (8)
    
    
    930,995Senior Vice President, Global Operations
    
    
    2007
    
    
    
    257,308
    
    
    
    
    
    
    
    168,880
    
    
    
    192,656
    
    
    
    228,563
    
    
    
    
    
    
    
    5,835
    (9)
    
    
    853,242Steve Debenham
    
    
    2008
    
    
    
    247,308
    
    
    
    
    
    
    
    204,513
    
    
    
    112,393
    
    
    
    104,672
    
    
    
    
    
    
    
    4,049
    (10)
    
    
    672,935Vice President, General Counsel & Secretary
    
    
    2007
    
    
    
    237,118
    
    
    
    
    
    
    
    69,380
    
    
    
    366,331
    
    
    
    177,060
    
    
    
    
    
    
    
    4,006
    (11)
    
    
    853,242
 
 (1)
    
    These dollar amounts reflect the compensation expenses (disregarding
any estimate of forfeitures related to service-based vesting) we
recognized for fiscal year 2008 for financial statement reporting
purposes in accordance with FAS 123R for stock awards made to the
named executive officers in or before fiscal year 2008. Therefore,
these amounts do not represent payments actually received by the
officers. 
    
    The assumptions used to calculate the value of the awards are set forth in Note 16 of
the Notes to Consolidated Financial Statements in our Form 10-K for the year ended
March 31, 2008, filed on June 12, 2008.
    
    These dollar amounts include the compensation expenses we recognized for fiscal year
2008 for the following shares under performance-based stock awards granted in May 2006,
which shares were subsequently cancelled upon the determination of the Compensation
Committee of our Board of Directors that the performance objective was not achieved:
Dr. Schwartz, 16,762 shares; Ms. LuPriore, 5,238 shares; Mr. Leitzke, 5,048 shares; and
Mr. Debenham, 3,429 shares. During fiscal year 2007, these dollar amounts included
compensation expense we recognized for the following shares under performance-based stock
awards granted in May 2006, which shares were subsequently cancelled upon the
determination of the Compensation Committee of our Board of Directors that the performance
objective was not achieved: Dr. Schwartz, 16,762 shares; Ms. LuPriore, 5,238 shares; Mr.
Leitzke, 5,048 shares; and Mr. Debenham, 3,429 shares.
 
 (2)
    
    These dollar amounts consist of company matching contributions under our 401(k)
defined contributed plan (except as indicated in notes (6) through (13), below).(3)
    
    Mr. Sicuro commenced his employment as our Chief Financial Officer on January 25, 2007.(4)
    
    Consists of a retention payment at commencement of Mr. Sicuros employment, which lump
sum amount is re-payable to the company pro rata in the event Mr. Sicuro terminates
his employment for any reason (or the company terminates Mr. Sicuros employment for
cause) at any time prior to the third anniversary of commencement of his employment.(5)
    
    All Other Compensation of $24,710 includes: $7,500 company matching contributions
under our 401(k) defined contribution plan; $1,475 in group term life insurance
premiums paid; and $15,735 in legal fees incurred by Dr. Schwartz and reimbursed by
the company in connection with the negotiation and preparation of an Employment
Agreement entered with Dr. Schwartz in December 2007. 21




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(6)
    
    All Other Compensation of $10,997 includes: $8,002 company matching contributions
under our 401(k) defined contribution plan; $1,495 in group term life insurance
premiums paid; and $1,500 cash award for five (5) years of service with Asyst.(7)
    
    All Other Compensation of $12,711 includes: $7,422 company matching contributions
under our 401(k) defined contribution plan; and $5,289 cash payout of accrued but
unused vacation benefits (which benefits were in excess of maximum benefit accruals
permitted under our paid vacation accrual program).(8)
    
    All Other Compensation of $200,970 includes: $8,140 company matching contributions
under our 401(k) defined contribution plan; $2,620 in group term life insurance
premiums paid; and $118,370 for overseas living expenses, a $26,500 bonus for
accepting an overseas assignment, and other individual items, all related to Mr.
Leitzkes assignment to work in Japan.(9)
    
    All Other Compensation of $5,835 includes: $2,397 group term life insurance premiums
paid and $3,438 company matching contributions under our 401(k) defined contribution
plan.(10)
    
    All Other Compensation of $4,049 includes: $799 group term life insurance premiums
paid and $3,250 company matching contributions under our 401(k) defined contribution
plan.(11)
    
    All Other Compensation of $4,006 includes: $569 group term life insurance premiums
paid; $3,438 company matching contributions under our 401(k) defined contribution
plan; and $200 reimbursement for health club dues. 22




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GRANTS OF PLAN-BASED AWARDS  FISCAL YEAR 2008
  All Other
    
    All OtherStock
    
    Option
    
    
    
    
    
    GrantEstimated
    
    Estimated
    
    Awards:
    
    Awards:
    
    Exercise
    
    Date FairFuture Payouts
    
    Future Payouts
    
    Number of
    
    Number of
    
    or Base
    
    Value ofUnder Non-Equity
    
    Under Equity
    
    Shares of
    
    Securities
    
    Price of
    
    Stock andCommittee
    
    Incentive Plan
    
    Incentive Plan
    
    Stock or
    
    Underlying
    
    Option
    
    OptionGrant
    
    Action
    
    Awards (1)
    
    Awards
    
    Units
    
    Options
    
    Awards
    
    AwardsDate
    
    Date
    
    Target ($)
    
    Maximum ($)
    
    Target (#)
    
    Maximum (#)
    
    (#)
    
    (#)
    
    ($/Sh)
    
    ($)(2)Stephen S. Schwartz
    
    
    
    
    
    
    
    
    
    
    562,500
    
    
    
    1,125,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Time-based(3)
    
    
    5/31/2007
    
    
    
    5/16/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,179
    
    
    
    
    
    
    
    
    
    
    
    353,105Performance-based(4)
    
    
    5/31/2007
    
    
    
    5/16/2007
    
    
    
    
    
    
    
    
    
    
    
    47,732
    
    
    
    76,371
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    548,344Performance-based(4)
    
    
    5/31/2007
    
    
    
    5/16/2007
    
    
    
    
    
    
    
    
    
    
    
    47,732
    
    
    
    76,371
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    548,344Michael A. Sicuro
    
    
    
    
    
    
    
    
    
    
    236,250
    
    
    
    472,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Time-based(3)
    
    
    5/31/2007
    
    
    
    5/16/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,300
    
    
    
    
    
    
    
    
    
    
    
    109,854Performance-based(4)
    
    
    5/31/2007
    
    
    
    5/16/2007
    
    
    
    
    
    
    
    
    
    
    
    14,850
    
    
    
    23,760
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    170,597Performance-based(4)
    
    
    5/31/2007
    
    
    
    5/16/2007
    
    
    
    
    
    
    
    
    
    
    
    14,850
    
    
    
    23,760
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    170,597Paula C. LuPriore
    
    
    
    
    
    
    
    
    
    
    228,750
    
    
    
    457,500Time-based(3)
    
    
    5/31/2007
    
    
    
    5/16/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,814
    
    
    
    
    
    
    
    
    
    
    
    106,365Performance-based(4)
    
    
    5/31/2007
    
    
    
    5/16/2007
    
    
    
    
    
    
    
    
    
    
    
    14,379
    
    
    
    23,006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    165,183Performance-based(4)
    
    
    5/31/2007
    
    
    
    5/16/2007
    
    
    
    
    
    
    
    
    
    
    
    14,379
    
    
    
    23,006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    165,183Thomas R. Leitzke
    
    
    
    
    
    
    
    
    
    
    213,750
    
    
    
    427,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Time-based(3)
    
    
    5/31/2007
    
    
    
    5/16/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,843
    
    
    
    
    
    
    
    
    
    
    
    99,393Performance-based(4)
    
    
    5/31/2007
    
    
    
    5/16/2007
    
    
    
    
    
    
    
    
    
    
    
    13,436
    
    
    
    21,497
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    154,348Performance-based(4)
    
    
    5/31/2007
    
    
    
    5/16/2007
    
    
    
    
    
    
    
    
    
    
    
    13,436
    
    
    
    21,497
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    154,348Steve Debenham
    
    
    
    
    
    
    
    
    
    
    187,500
    
    
    
    375,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Time-based(3)
    
    
    5/31/2007
    
    
    
    5/16/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,143
    
    
    
    
    
    
    
    
    
    
    
    87,187Performance-based(4)
    
    
    5/31/2007
    
    
    
    5/16/2007
    
    
    
    
    
    
    
    
    
    
    
    11,786
    
    
    
    18,857
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135,393Performance-based(4)
    
    
    5/31/2007
    
    
    
    5/16/2007
    
    
    
    
    
    
    
    
    
    
    
    11,786
    
    
    
    18,857
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    135,393
 
 (1)
    
    Amounts shown are the targeted and maximum cash incentive compensation
award potential for each named executive officer under the executive
bonus plan for our fiscal year 2008, as described above in Executive
Compensation  Compensation Discussion and Analysis  Fiscal Year 2008
Executive Compensation Components.There are no threshold payout
amounts. Actual amounts earned by the named executive officers for
fiscal year 2008 are reported, above, in the Summary Compensation
Table, under the column entitled Non-Equity Incentive Plan
Compensation,and are also discussed above in the Compensation
Discussion and Analysis.(2)
    
    The Grant Date Fair Value for service-based stock awards shown in this
column is the product of the number of shares of Common Stock subject
to the award, multiplied by the closing sales price for such stock (or
the closing bid, if no sales were reported) as quoted for the Grant
Date on the NASDAQ Global Market. The Grant Date Fair Value for
performance-based stock awards shown in this column was determined in
the same manner. No deduction was assumed to reflect potential
forfeiture due to termination of employment, the uncertainty of
achievement of the performance measure, or the eventual vesting of
shares subject to the service-based or performance-based stock awards
or option grants.(3)
    
    One-third of the shares subject to this restricted stock unit award
will vest on each of May 31, 2008, May 31, 2009 and May 31, 2010,
assuming the recipients continuous employment with the company as of
each vesting date.(4)
    
    These awards are performance rights to receive the indicated shares in
the event the company achieves certain net income, revenue, margin and
other operating targets established by the Board of Directors. Actual
shares earned will range from 0% to 100% pursuant to a designated
formula, with 31.25% of the indicated shares being earned for baseline
performance; 62.5% for target performance; and 100% for stretch
performance. Any stock earned will be subject to a mandatory deferral
of issuance and distribution until May 31, 2010 (regardless of the
earlier date on which they vest). Vesting of shares will be subject to
the recipients continuous employment with the company. The target
number of shares shown is approximately 62.5% of the maximum number of
shares subject to the awards represented above (service and
performance-based). In the event the company terminates an
executives employment at any time for any reason (other than for
cause, which shall include, when committed in the course of ones
employment duties or functions, fraud, willful misconduct, gross
negligence or breach of or failure to perform a material obligation or
duty to or policy or term of employment of the company) any shares
subject to the hold that have otherwise vested as of the earlier
employment termination date shall be immediately accelerated and
issued to the executive. However, in the event prior to the
expiration of the hold period the company terminates an executive for
cause, or the executive voluntarily terminates his or her employment,
any shares that have otherwise vested under the award shall be deemed
forfeited. There are no threshold payout amounts under the awards. 23




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EMPLOYMENT, SEVERANCE AND CHANGE IN CONTROL AGREEMENTS
     Potential Payments upon Termination or Change in Control.
   24




---



##### Table of Contents



Compensation Discussion and Analysis,
 Potential Payments upon Termination or Change in Control.
 25




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##### Table of Contents



OUTSTANDING EQUITY AWARDS AT MARCH 31, 2008
  Option Awards
    
    Stock AwardsEquityIncentivePlanAwards:Equity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity
    
    MarketIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Incentive
    
    or PayoutPlan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan
    
    Value ofAwards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    Awards:
    
    UnearnedNumber of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    Value of
    
    Number of
    
    Shares,Securities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Shares or
    
    Unearned
    
    Units orUnderlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    Units of
    
    Shares, Units or
    
    OtherUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    
    
    
    
    Stock That
    
    Stock That
    
    Other
    
    RightsOptions
    
    Options
    
    Unearned
    
    Exercise
    
    Option
    
    Have
    
    Have Not
    
    Rights That
    
    That Have(#)
    
    (#)
    
    Options
    
    Price
    
    Expiration
    
    Not Vested
    
    Vested
    
    Have Not Vested
    
    Not VestedName
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    Date
    
    (#)
    
    ($)(1)
    
    (#)
    
    ($)(1)Stephen S. Schwartz
    
    
    18,358
    
    
    
    
    
    
    
    
    
    
    
    19.0625
    
    
    
    1/24/2011
    
    
    
    6,666
    (2)
    
    
    23,331
    
    
    
    20,000
    (3)
    
    
    70,000206,642
    
    
    
    
    
    
    
    
    
    
    
    19.0625
    
    
    
    1/24/2011
    
    
    
    10,000
    (2)
    
    
    35,000
    
    
    
    33,524
    (4)
    
    
    117,334150,000
    
    
    
    
    
    
    
    
    
    
    
    19.0625
    
    
    
    1/23/2011
    
    
    
    33,524
    (5)
    
    
    117,334
    
    
    
    25,143
    (6)
    
    
    88,00175,000
    
    
    
    
    
    
    
    
    
    
    
    9.81
    
    
    
    9/17/2011
    
    
    
    49,179
    (7)
    
    
    172,127
    
    
    
    76,371
    (8)
    
    
    267,29930,000
    
    
    
    
    
    
    
    
    
    
    
    5.05
    
    
    
    4/1/2013
    
    
    
    
    
    
    
    
    
    
    
    76,371
    (8)
    
    
    267,299100,000
    
    
    
    
    
    
    
    
    
    
    
    8.44
    
    
    
    3/25/201433,334
    
    
    
    16,666
    (9)
    
    
    
    
    
    
    3.95
    
    
    
    5/16/2011125,000
    
    
    
    
    
    
    
    
    
    
    
    5.05
    
    
    
    4/1/2013125,000
    
    
    
    
    
    
    
    
    
    
    
    5.05
    
    
    
    4/1/201337,500
    
    
    
    
    
    
    
    
    
    
    
    14.91
    
    
    
    4/11/201237,500
    
    
    
    
    
    
    
    
    
    
    
    15.75
    
    
    
    4/11/201250,000
    (10)
    
    
    3.95
    
    
    
    5/16/2011Michael A. Sicuro
    
    
    50,000
    
    
    
    100,000
    (11)
    
    
    
    
    
    
    7.06
    
    
    
    2/28/2013
    
    
    
    70,000
    (12)
    
    
    245,000
    
    
    
    23,760
    (8)
    
    
    83,16015,300
    (7)
    
    
    53,550
    
    
    
    23,760
    (8)
    
    
    83,160Paula C. LuPriore
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    6.12
    
    
    
    11/7/2012
    
    
    
    2,500
    (2)
    
    
    8,750
    
    
    
    7,500
    (3)
    
    
    26,2501,500
    
    
    
    
    
    
    
    
    
    
    
    5.98
    
    
    
    2/7/2013
    
    
    
    20,000
    (13)
    
    
    70,000
    
    
    
    10,476
    (4)
    
    
    36,66615,000
    
    
    
    
    
    
    
    
    
    
    
    3.75
    
    
    
    4/11/2013
    
    
    
    10,476
    (5)
    
    
    36,666
    
    
    
    7,857
    (6)
    
    
    27,50025,000
    
    
    
    
    
    
    
    
    
    
    
    5.05
    
    
    
    3/8/2014
    
    
    
    14,814
    (7)
    
    
    51,849
    
    
    
    23,006
    (8)
    
    
    80,52115,000
    
    
    
    
    
    
    
    
    
    
    
    10.11
    
    
    
    5/28/2014
    
    
    
    
    
    
    
    
    
    
    
    23,006
    (8)
    
    
    80,52113,334
    
    
    
    6,666
    (9)
    
    
    
    
    
    
    3.95
    
    
    
    5/16/201150,000
    
    
    
    25,000
    (14)
    
    
    
    
    
    
    9.57
    
    
    
    2/15/2012Thomas R. Leitzke
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    4.56
    
    
    
    8/31/2010
    
    
    
    2,500
    (2)
    
    
    8,750
    
    
    
    7,500
    (3)
    
    
    26,2501,000
    
    
    
    
    
    
    
    
    
    
    
    4.75
    
    
    
    8/20/2010
    
    
    
    13,333
    (13)
    
    
    46,666
    
    
    
    10,095
    (4)
    
    
    35,33313,334
    
    
    
    6,666
    (9)
    
    
    
    
    
    
    3.95
    
    
    
    5/16/2011
    
    
    
    10,095
    (5)
    
    
    35,333
    
    
    
    7,571
    (6)
    
    
    26,49940,000
    
    
    
    20,000
    (14)
    
    
    
    
    
    
    9.57
    
    
    
    2/15/2012
    
    
    
    13,843
    (7)
    
    
    48,451
    
    
    
    21,497
    (8)
    
    
    75,24021,497
    (8)
    
    
    75,240Steve Debenham
    
    
    29,520
    
    
    
    
    
    
    
    
    
    
    
    13.55
    
    
    
    9/26/2013
    
    
    
    1,666
    (2)
    
    
    5,831
    
    
    
    5,000
    (3)
    
    
    17,50070,480
    
    
    
    
    
    
    
    
    
    
    
    13.55
    
    
    
    9/26/2013
    
    
    
    4,166
    (2)
    
    
    14,581
    
    
    
    6,857
    (4)
    
    
    24,00050,000
    
    
    
    
    
    
    
    
    
    
    
    8.44
    
    
    
    3/25/2014
    
    
    
    6,857
    (5)
    
    
    24,000
    
    
    
    5,143
    (6)
    
    
    18,0016,667
    
    
    
    3,333
    (9)
    
    
    
    
    
    
    3.95
    
    
    
    5/16/2011
    
    
    
    33,333
    (15)
    
    
    116,666
    
    
    
    18,857
    (8)
    
    
    66,00025,000
    
    
    
    
    
    
    
    
    
    
    
    4.13
    
    
    
    5/27/2011
    
    
    
    12,143
    (7)
    
    
    42,501
    
    
    
    18,857
    (8)
    
    
    66,000
 
 (1)
    
    This value is based on the closing price of our Common Stock on the Nasdaq Global Market on March 31, 2008, which
was $3.50 per share, multiplied by the number of shares indicated. No deduction was assumed to reflect potential
forfeiture due to termination of employment, the uncertainty of achievement of the performance measure or the
eventual vesting of shares subject to the service-based or performance-based stock awards.(2)
    
    These restricted shares were awarded on May 16, 2005. They will vest on May 16, 2008.(3)
    
    These restricted shares were awarded on May 16, 2005. 0 percent, 50 percent, or 100 percent of these shares will
vest, depending on the appreciation in Asysts market capitalization as of May 16, 2008, relative to an identified
group of semiconductor capital equipment companies considered to be comparable to Asyst. However, since the fiscal
year-end, (i) the Compensation Committee of our Board of Directors canceled 50 percent of these shares upon a
determination that the performance objective necessary for full vesting had not been fully met, and (ii) the
remaining 50 percent of those shares vested because that performance objective had been partially met. 26




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##### Table of Contents



(4)
    
    These restricted stock units were awarded on May 22, 2006. One-half of these units vest on each of May 15, 2008 and
May 22, 2009, as follows: (a) 100 percent of the units eligible to vest on any such date shall vest if during the
period from the award date through such date Asysts market capitalization has appreciated relative to the top
one-third of an identified group of semiconductor capital equipment companies considered to be comparable to Asyst,
(b) 50 percent of the units eligible to vest on any such date shall vest if during the period from the award date
through such date that market capitalization has appreciated relative to the middle one-third of that group, and
(c) none of the units eligible to vest on such date shall vest if during the period from the award date through such
date that market capitalization has appreciated relative to the remainder of that group. The measurement of
comparable market capitalizations is to be made for the period April 1, 2006 through the March 31 preceding each
vest date. However, since the fiscal year-end, the Compensation Committee of our Board of Directors cancelled the
one-half of these units which otherwise would have vested on May 15, 2008, upon a determination that the performance
measure necessary for vesting had not been met.(5)
    
    These restricted stock units were awarded on May 22, 2006. One-half of these units will vest on each of May 15, 2008
and May 22, 2009.(6)
    
    These restricted stock units were awarded on May 22, 2006. These units will vest on or after the first anniversary
of the grant date, and no later than the third anniversary of the grant date, if at any time after the grant date
and before that third anniversary the market price of our Common Stock equal or exceeds $15.00 per share for at
least ten consecutive trading days.(7)
    
    These restricted stock units were awarded on May 31, 2007. One-third of these units vest on each of May 31, 2008,
May 31, 2009, and May 31, 2010.(8)
    
    These awards are performance rights to receive the indicated shares in the event the company achieves certain net
income, revenue, margin and other operating targets established by the Board of Directors. Actual shares earned will
range from 0% to 100% pursuant to a designated formula, with 31.25% of the indicated shares being earned for
baseline performance; 62.5% for target performance; and 100% for stretch performance. Any stock earned will be
subject to a mandatory deferral of issuance and distribution until May 31, 2010 (regardless of the earlier date on
which they vest). Vesting of shares will be subject to the recipients continuous employment with the company.(9)
    
    The option to purchase these shares was granted on May 16, 2005. This option will become exercisable on May 16, 2008.(10)
    
    The option to purchase these shares was granted on May 16, 2005. This option will become exercisable on the date
that the closing price of our Common Stock equals or exceeds $15.00 per share for each of ten consecutive trading
days.(11)
    
    The option to purchase these shares was granted on February 28, 2007. It will become exercisable with respect to
(i) one-half these shares on February 28, 2009, and (iii) the remaining one-half of these shares on February 28,
2010.(12)
    
    These restricted shares were awarded on February 28, 2007. One-half of these shares will vest on each of
February 28, 2009 and February 28, 2010.(13)
    
    These restricted shares were awarded on April 3, 2006. These shares will vest on April 3, 2009.(14)
    
    The option to purchase these shares was granted on February 15, 2006. This option will become exercisable on
February 15, 2009.(15)
    
    These restricted stock units were awarded on February 28, 2007. One-half of these units will vest on February 28,
2009 and the other half will vest on February 28, 2010. 27




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##### Table of Contents



OPTION EXERCISES AND STOCK VESTED  FISCAL YEAR 2008
  Option AwardsNumber of Shares
    
    Value
    
    Stock AwardsAcquired on
    
    Realized on
    
    Number of Shares
    
    Value RealizedExercise
    
    Exercise
    
    Acquired on Vesting
    
    on VestingName
    
    (#)
    
    ($)(1)
    
    (#)
    
    ($)(2)Stephen S. Schwartz
    
    
    
    
    
    
    
    
    
    
    33,429
    
    
    
    224,455Michael A. Sicuro
    
    
    
    
    
    
    
    
    
    
    35,000
    
    
    
    130,900Paula C. LuPriore
    
    
    
    
    
    
    
    
    
    
    27,738
    
    
    
    121,372Thomas R. Leitzke
    
    
    
    
    
    
    
    
    
    
    20,881
    
    
    
    99,202Steve Debenham
    
    
    
    
    
    
    
    
    
    
    25,930
    
    
    
    125,053
 
 (1)
    
    Value realized on exercise is shown as the difference between the
market price of our Common Stock at the date of exercise less the
exercise price per share exercised, multiplied by the number of shares
exercised (whether any securities were sold).(2)
    
    Value realized on vesting is shown as the market price of our Common
Stock at the vesting date, multiplied by the number of shares vesting
(whether any securities were sold). NONQUALIFIED DEFERRED COMPENSATION
     28




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##### Table of Contents



Executive
    
    Registrant
    
    Aggregate
    
    Aggregate
    
    AggregateContributions in
    
    Contributions in
    
    Earnings
    
    Withdrawals/
    
    BalanceLast FY
    
    Last FY
    
    in Last FY
    
    Distributions
    
    at Last FY-EndName
    
    ($)(1)
    
    ($)
    
    ($)
    
    ($)
    
    ($)(2)Stephen S. Schwartz
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael A. Sicuro
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Paula C. LuPriore
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Thomas R. Leitzke
    
    
    116,396
    
    
    
    0
    
    
    
    (11,031
    )(1)
    
    
    0
    
    
    
    105,365Steve Debenham
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    This amount represents an annual return of approximately -9.05 percent on the amount
then-invested in Mr. Leitzkes account. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
 Employment, Severance and Change in Control
Agreements.
 Terms of Our Change in Control Agreement with Each of Our Named Executive Officers
     29




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##### Table of Contents



Assumed Realized
    
    Assumed RealizedValue of
    
    Value ofPayment for Pro Rata
    
    Payment for 2X
    
    24 Months of
    
    Accelerated
    
    Accelerated VestingName
    
    Annual Bonus
    
    Annual Salary/Bonus
    
    Benefits
    
    Options(1)
    
    of Stock Awards(1)
    
    Total(2)Stephen S. Schwartz
    
    $
    562,500
    
    
    $
    1,692,989
    
    
    $
    21,042
    
    
    $
    0
    
    
    $
    1,157,723
    
    
    $
    3,434,254Michael A. Sicuro
    
    $
    236,250
    
    
    $
    773,009
    
    
    $
    7,143
    
    
    $
    0
    
    
    $
    464,870
    
    
    $
    1,481,272Paula C. LuPriore
    
    $
    228,750
    
    
    $
    946,232
    
    
    $
    7,831
    
    
    $
    0
    
    
    $
    418,723
    
    
    $
    1,601,536Thomas R. Leitzke
    
    $
    213,750
    
    
    $
    877,504
    
    
    $
    26,731
    
    
    $
    0
    
    
    $
    424,424
    
    
    $
    1,542,409Steve Debenham
    
    $
    187,500
    
    
    $
    754,488
    
    
    $
    12,794
    
    
    $
    0
    
    
    $
    395,077
    
    
    $
    1,349,859
 
 (1)
    
    These are hypothetical realized values that assume a termination or
resignation as of March 31, 2008, upon the occurrence of a change in
control, in which the price realized per share of our Common Stock is
assumed to be the closing market price of our stock as of that date
($3.50 per share on March 31, 2008, the last trading date in fiscal
year 2008), less any applicable exercise price, based on the following
outstanding options and stock awards unvested and held on that date,
assuming full vesting acceleration of such unvested shares: 
    
    Dr. Schwartz:
    
    66,666 shares underlying stock options having a weighted average exercise
price of $3.95, and 330,778 shares under stock awards that would accelerate in the event of
a termination without cause or resignation for good reason upon a change of control.
    
    Mr. Sicuro:
    
    100,000 shares underlying stock options having a weighted average exercise price
of $7.06, and 132,820 shares under stock awards that would accelerate in the event of a
termination without cause or resignation for good reason upon a change of control.
    
    Ms. LuPriore:
    
    31,666 shares underlying stock options having a weighted average exercise
price of $8.39, and 119,635 shares under stock awards that would accelerate in the event of
a termination without cause or resignation for good reason upon a change of control.
 30




---



##### Table of Contents




    
    Mr. Leitzke:
    
    26,666 shares underlying stock options having a weighted average exercise price
of $8.17, and 107,931 shares under stock awards that would accelerate in the event of a
termination without cause or resignation for good reason upon a change of control.
    
    Mr. Debenham
    
    3,333 shares underlying stock options having a weighted average exercise price
of $3.95, and 112,879 shares under stock awards that would accelerate in the event of a
termination without cause or resignation for good reason upon a change of control.
 
 These dollar amounts include the imputed value of shares under performance-based stock
awards granted in May 2005 and May 2006 that the Compensation Committee of our Board of
Directors cancelled subsequent to March 31, 2008, on its determination that the performance
objectives were not achieved: Dr. Schwartz, 26,762 shares; Ms. LuPriore, 8,988 shares; Mr.
Leitzke, 8,798 shares; and Mr. Debenham, 5,929 shares.(2)
    
    The executives are not entitled to receive a gross up for any excise
taxes due in respect of excess parachute payments, if any, as
defined under federal tax laws or for other tax consequences. However,
due to the manner in which the excess parachute payment excise tax
formula may apply, an executive may in some circumstances receive a
greater after-tax benefit if the executives total parachute payments
are decreased by an amount derived from this formula, and the Asyst
agreements provide that the total parachute payments may be reduced in
that circumstance. The total number above is a pre-tax figure and does
not account for the possibility that gross benefits may be reduced in
individual circumstances under the formula described in this footnote. DIRECTOR COMPENSATION
  Sign-on equity award.
 Annual equity award.
 Director cash retainer and board meeting fees.
 
    
    a $35,000 annual cash retainer, or a pro-rata portion thereof, for service as a member
of our Board, and
    
    $2,000 for each Board meeting attended in person and $1,000 if attended telephonically.
 Committee cash retainer and committee meeting fees.
 
    
    a $5,000 annual cash retainer, or pro-rated portion thereof, and
    
    $1,000 for each committee meeting attended in person and $500 if attended
telephonically (including for service on Special Committees).
 31




---



##### Table of Contents



Committee chair cash fees.
 Other fees and reimbursements.
 Non-Employee Director Compensation in Fiscal Year 2008
  Fees Earned or Paid
    
    
    
    
    
    All Otherin Cash
    
    Stock Awards
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)(1)(2)
    
    ($)
    
    ($)Stanley Grubel
    
    
    97,500
    
    
    
    163,885
    
    
    
    
    
    
    
    261,385Tsuyoshi E. Kawanishi
    
    
    51,000
    (3)
    
    
    163,885
    
    
    
    48,391
    (3)
    
    
    263,276Robert A. McNamara
    
    
    69,500
    
    
    
    163,885
    
    
    
    
    
    
    
    233,385Anthony E. Santelli
    
    
    80,000
    
    
    
    163,885
    
    
    
    
    
    
    
    243,885William Simon
    
    
    82,500
    
    
    
    192,635
    
    
    
    
    
    
    
    275,135Walter W. Wilson
    
    
    97,500
    
    
    
    163,885
    
    
    
    
    
    
    
    261,385
 
 (1)
    
    These dollar amounts reflect the compensation expenses (disregarding
any estimate of forfeitures related to service-based vesting)
recognized by our company in fiscal year 2008 for financial statement
reporting purposes in accordance with FAS 123(R) for all equity awards
made to the director in or before fiscal year 2008. Therefore, these
amounts do not represent payments actually received by the director. 
    
    The assumptions used to calculate the value of these stock awards are set forth in
Note 16 of the Notes to Consolidated Financial Statements in our Form 10-K for the year
ended March 31, 2008, filed on June 12, 2008.
    
    On April 2, 2007, Asyst granted each director a restricted stock unit award of
15,000 shares of our Common Stock. The full grant date fair value under FAS 123(R) of each
of these stock awards was $104,250, based on a closing price for our Common Stock of $6.95
per share on the grant date (and disregarding any estimate of forfeitures related to
service-based vesting).
 
 (2)
    
    As of March 31, 2008, each director had the following numbers of
shares underlying unvested stock awards and unexercised stock options
then-outstanding: Unvested Stock Awards
    
    Unexercised Stock OptionsName
    
    # of Shares
    
    # of SharesStanley Grubel
    
    
    8,666
    
    
    
    59,500Tsuyoshi E. Kawanishi
    
    
    8,666
    
    
    
    28,508Robert A. McNamara
    
    
    8,666
    
    
    
    47,500Anthony E. Santelli
    
    
    8,666
    
    
    
    39,062William Simon
    
    
    8,666
    
    
    
    0Walter W. Wilson
    
    
    8,666
    
    
    
    59,500
 32




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##### Table of Contents



(3)
    
    Fees earned in cash include a $5,000 annual retainer for service as a
director of our majority-owned subsidiary, Asyst Japan Holdings Co.,
Inc. The All Other Compensation figure includes consulting fees of JPY
400,000 paid monthly for services directly to Asyst Japan Holding Co.,
Inc. (such consulting fees totaled US $48,391 for fiscal year 2008,
based on March 31, 2008, exchange rates).  
 Item 12  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  
    
    each incumbent director and nominee for director;
    
    each of our named executive officers;
    
    all of our executive officers, incumbent directors, and nominees for director as a
group; and
    
    all those known by Asyst to be beneficial owners of more than five percent (5 percent)
of our Common Stock.
  BeneficialOwnership(1)Number of
    
    Percent ofBeneficial Owner
    
    Shares (#)
    
    TotalWellington Management Company LLP(2)
    
    
    7,075,500
    
    
    
    14.02
    %75 State Street Boston, MA 02109Defiance Asset Management, LLC
    
    
    3,060,604
    
    
    
    6.06
    %100 Front Street, Suite 920, West Conshohocken, PA 19428 (3)Barclays Global Investors (Deutschland) AG
    
    
    2,530,822
    
    
    
    5.01
    %Apianstrasse 6, D-85774, Unterfohring, Germany (4)Current Named Executive OfficersStephen S. Schwartz(5)
    
    
    1,139,098
    
    
    
    2.26
    %Michael A Sicuro(6)
    
    
    90,638
    
    
    
    *Paula C. LuPriore(7)
    
    
    244,667
    
    
    
    *Thomas R. Leitzke(8)
    
    
    167,502
    
    
    
    *Steve Debenham(9)
    
    
    264,684
    
    
    
    *Current Non-Employee DirectorsStanley Grubel(10)
    
    
    113,331
    
    
    
    *Tsuyoshi E. Kawanishi(11)
    
    
    73,021
    
    
    
    *Robert A. McNamara(12)
    
    
    110,361
    
    
    
    *Anthony E. Santelli(13)
    
    
    114,425
    
    
    
    *William Simon(14)
    
    
    69,732
    
    
    
    *Walter W. Wilson(15)
    
    
    113,331
    
    
    
    *All current executive officers and current directors as a group (13 persons)(16)
    
    
    3,093,086
    
    
    
    6.13
    %
 33




---



##### Table of Contents



*
    
    Less than one percent.(1)
    
    This table is based upon information supplied by officers, directors
and principal shareholders, and Schedules 13G filed with the SEC.
Schedule 13G provides information as to beneficial ownership only as
of their dates of filing and, consequently, the beneficial ownership
of Asysts principal shareholders indicated above may have changed
between such dates and June 30, 2008. Unless otherwise indicated in
the footnotes to this table, and subject to community property laws
where applicable, Asyst believes that each of the shareholders named
in this table has sole voting and investment power with respect to
the shares indicated as beneficially owned.(2)
    
    In an amended Schedule 13G filed February 14, 2008, Wellington
Management Company, LLP reports shared voting power over
3,853,000 shares and shared dispositive power over 7,075,500 shares,
which are reportedly held of record by clients of Wellington
Management Company LLP.(3)
    
    In a Schedule 13G filed February 13, 2008, Defiance Asset Management,
LLC, Robert J. Marcin, and Steve Epstein report that each of them has
shared voting and dispositive power over the shares listed in the
table above.(4)
    
    In a Schedule 13G filed February 5, 2008, Barclays Global Investors
(Deutschland) AG reports sole dispositive power over the shares
listed in the table above.(5)
    
    Includes 955,000 shares subject to stock options exercisable within
60 days after June 30, 2008. Includes 81,968 shares represented by
restricted stock units vested within 60 days after June 30, 2008.(6)
    
    Includes 50,000 shares subject to stock options exercisable within
60 days after June 30, 2008. Includes 19,116 shares represented by
restricted stock units vested within 60 days after June 30, 2008.(7)
    
    Includes 176,500 shares subject to stock options exercisable within
60 days after June 30, 2008. Includes 50,562 shares represented by
restricted stock units vested within 60 days after June 30, 2008.(8)
    
    Includes 111,000 shares subject to stock options exercisable within
60 days after June 30, 2008. Includes 39,585 shares represented by
restricted stock units vested within 60 days after June 30, 2008.(9)
    
    Includes 185,000 shares subject to stock options exercisable within
60 days after June 30, 2008. Includes 21,027 shares represented by
restricted stock units vested within 60 days after June 30, 2008.(10)
    
    Includes 59,500 shares subject to stock options exercisable within
60 days after June 30, 2008. Includes 35,667 shares represented by
restricted stock units vested within 60 days after June 30, 2008, a
number that includes 28,667 shares the issuance and distribution of
which have been deferred under the terms of the award and
1,750 shares the issuance and distribution of which have been
deferred by election of the recipient.(11)
    
    Includes 28,508 shares subject to stock options exercisable within
60 days after June 30, 2008. Includes 35,667 shares represented by
restricted stock units vested within 60 days after June 30, 2008, a
number that includes 28,667 shares the issuance and distribution of
which have been deferred under the terms of the award.(12)
    
    Includes 47,500 shares subject to stock options exercisable within
60 days after June 30, 2008. Includes 35,667 shares represented by
restricted stock units vested within 60 days after June 30, 2008, a
number that includes 28,667 shares the issuance and distribution of
which have been deferred under the terms of the award. 34




---



##### Table of Contents



(13)
    
    Includes 39,062 shares subject to stock options exercisable within
60 days after June 30, 2008. Includes 35,667 shares represented by
restricted stock units vested within 60 days after June 30, 2008, a
number that includes 28,667 shares the issuance and distribution of
which have been deferred under the terms of the award.(14)
    
    Includes no shares subject to stock options exercisable within
60 days after June 30, 2008. Includes 56,732 shares represented by
restricted stock units vested within 60 days after June 30, 2008, a
number that includes 28,667 shares the issuance and distribution of
which have been deferred under the terms of the award.(15)
    
    Includes 59,500 shares subject to stock options exercisable within
60 days after June 30, 2008. Includes 35,667 shares represented by
restricted stock units vested within 60 days after June 30, 2008, a
number that includes 28,667 shares the issuance and distribution of
which have been deferred under the terms of the awards and 7,000
shares the issuance and distribution of which have been deferred by
election of the recipient.(16)
    
    Includes 2,208,570 shares beneficially owned by all current directors
and executive officers that are subject to options exercisable within
60 days after June 30, 2008. Includes 505,771 shares represented by
restricted stock units vested as of 60 days after June 30, 2008, a
number that includes 308,782 shares the issuance and distribution of
which have been deferred under the terms of the awards and
8,750 shares the issuance and distribution of which have been
deferred by election of the recipients. EQUITY COMPENSATION PLAN INFORMATION
  Number of SecuritiesNumber of
    
    
    
    
    
    Remaining AvailableSecurities
    
    
    
    
    
    for Issuance underto be Issued upon
    
    Weighted-Average
    
    Equity CompensationExercise of
    
    Exercise Price of
    
    Plans (ExcludingOutstanding Options,
    
    Outstanding Options,
    
    Securities Reflected inWarrants and Rights
    
    Warrants and Rights
    
    Column (a))Plan Category
    
    (a)(1)
    
    (b)
    
    (c)Equity compensation plans approved by security holders
(including 1993 Employee Stock Purchase Plan)
    
    
    5,653,937
    (2)
    
    $
    7.05
    (3)
    
    
    2,159,579
    (4),(5)Equity compensation plans not approved by security holders
    
    
    1,276,370
    (6)
    
    $
    6.19
    
    
    
    147,987
    (7)Total
    
    
    6,930,307
    
    
    $
    6.89
    
    
    
    2,307,566
 
 (1)
    
    Column (a) does not include shares of restricted stock that are deemed
outstanding, but does include 1,972,325 shares underlying restricted
stock unit awards outstanding as of March 31, 2008, that may be
delivered in the future upon satisfaction of applicable vesting
requirements and deferral arrangements. Column (a) number does not
include 1993 Purchase Plan shares.(2)
    
    We have four equity compensation plans approved by shareholders under
which awards remain outstanding: 2003 Equity Incentive Plan (2003
Plan); 1993 Employee Stock Option Plan; 1993 Non-Employee Directors
Stock Plan; and 1993 Employee Stock Purchase Plan (1993 Purchase
Plan).(3)
    
    This calculation does not take into account shares underlying
restricted stock unit awards that may be delivered in the future upon
satisfaction of applicable vesting requirements and deferral
arrangements.(4)
    
    Of these shares, 75,322 remain available as of March 31, 2008 for
purchase under our 1993 Purchase Plan, and 2,084,257 remain available
as of March 31, 2008 for issuance under future awards from our 2003
Plan. The latter number does not include the indefinite number of
additional shares that may become available for future award under the
2003 Plan due to cancellations of options or other expirations or
forfeitures that by the terms of the applicable plan are added back to
the available share reserve.(5)
    
    The 1993 Employee Stock Option Plan and 1993 Non-Employee Directors
Stock Plan have expired or been terminated, and no shares remain
available for issuance as future awards under those expired or
terminated plans. 35




---



##### Table of Contents



(6)
    
    This total includes 959,796 shares issuable under outstanding options
as of March 31, 2008, with a weighted average exercise price of $8.23,
that we assumed or otherwise issued outside of our other equity
compensation plans in connection with our acquisition of other
companies. No additional options may be awarded under any plans or
other arrangements assumed in these acquisitions.(7)
    
    These shares represent the number of shares available for issuance as
of March 31, 2008 under future awards of stock options or restricted
stock or stock unit awards from the 2001 Non-Officer Equity Plan,
described below and from an equity compensation plan assumed in
connection with our acquisition of another company. This number does
not include the indefinite number of additional shares that may become
available for future award due to cancellations of options or other
expirations or forfeitures that by the terms of the applicable plan
are added back to the available share reserve. 2001 Non-Officer Equity Plan
  Eligibility for Participation.
 Terms of Options.
  Terms of Stock Bonuses and Purchases of Restricted Stock.
 Effect of Certain Corporate Events.
 36




---



##### Table of Contents



Item 13  Certain Relationships and Related Transactions, and Director Independence
 Policies and Procedures with Respect to Related-Person Transactions.
 
    
    an executive officer, director or director nominee of our company;
    
    any person who is known to be a beneficial owner of more than five percent of our
Common Stock;
    
    any person who is an immediate family member (as defined under Item 404 of Regulation
S-K) of an executive officer, director or director nominee of our company or a beneficial
owner of more than five percent of our Common Stock; and
    
    any firm, corporation or other entity in which any of the foregoing persons is employed
or is a partner (or principal or similar position), or in which such person  together
with any other of the foregoing persons  has a ten percent or greater beneficial
ownership interest.
    
 Item 14  Principal Accountant Fees and Services
  March 31,
    
    
    March 31,Fee Category
    
    2008
    
    
    2007Audit Fees
    
    $
    3,814,000
    
    
    $
    6,332,000Audit-Related Fees
    
    
    
    
    
    
    Tax Fees
    
    
    142,000
    
    
    
    349,000All Other Fees
    
    
    
    
    
    
    Total Fees
    
    $
    3,956,000
    
    
    $
    6,681,000
 Audit Fees:
 Audit-Related Fees:
 37




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##### Table of Contents



Tax Fees:
 All Other Fees:
  
 PART IV
 
 Item 15  Exhibits and Financial Statement Schedules
  Exhibit
    
    
    
    Incorporated by Reference
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Ex. No.
    
    File No.
    
    Filing Date
    
    Herewith2.1
    
    Share Purchase Agreement dated as of June 22, 2006, between
Shinko Electric Co., Ltd., Asyst Technologies, Inc. and Asyst
Japan Inc. The schedules to the Share Purchase Agreement are
omitted but will be furnished to the Securities and Exchange
Commission supplementally upon request.
    
    8-K
    
    
    2.1
    
    
    000-22430
    
    7/20/20063.1
    
    Amended and Restated Articles of Incorporation of the Company.
    
    S-1
    
    
    3.1
    
    
    333-66184
    
    7/19/19933.2
    
    Amended and Restated Bylaws of the Company.
    
    8-K
    
    
    3.2
    
    
    000-22430
    
    5/20/20083.3
    
    Certificate of Amendment of the Amended and Restated Articles
of Incorporation, filed September 24, 1999.
    
    10-Q
    
    
    3.2
    
    
    000-22430
    
    10/21/19993.4
    
    Certificate of Amendment of the Amended and Restated Articles
of Incorporation, filed October. 5, 2000.
    
    14A
    
    App.
    
    000-22430
    
    7/31/20003.5
    
    Amended and Restated Certificate of Determination of Series A
Junior Participating Preferred Stock, dated July 9, 2008
    
    DefA14A
    
    
    3.5
    
    
    000-22430
    
    7/15/20084.1
    
    Rights Agreement among the Company and Bank of Boston, N.A., as
Rights Agent, dated June 25, 1998.
    
    8-K
    
    
    99.2
    
    
    000-22430
    
    6/29/19984.2
    
    Amendment to Rights Agreement among the Company and Bank of
Boston, N.A. as Rights Agent, dated November 30, 2001.
    
    10-K
    
    
    4.5
    
    
    000-22430
    
    6/28/20024.3
    
    Amended and Restated Rights Agreement between the Company and
Computershare Trust Company, N.A., as Rights Agent, dated July
9, 2008
    
    DefA14A
    
    
    4.3
    
    
    000-22430
    
    7/15/200810.1*
    
    Form of Indemnity Agreement entered into between the Company
and certain directors (for agreements executed before May 11,
2007).
    
    S-1
    
    
    10.1
    
    
    333-66184
    
    7/19/199310.2*
    
    Companys 1993 Stock Option Plan and related form of stock
option agreement.
    
    S-1
    
    
    10.2
    
    
    333-88246
    
    2/13/199510.3*
    
    Companys 1993 Employee Stock Purchase Plan as amended by the
Companys shareholders through December 14, 2006.
    
    14A
    
    App. B
    
    000-22430
    
    11/3/200610.4*
    
    Companys 1993 Non-Employee Directors Stock Option Plan.
    
    S-1
    
    
    10.4
    
    
    333-66184
    
    7/19/199310.5
    
    Hewlett-Packard SMIF License Agreement dated June 6, 1984.
    
    S-1
    
    
    10.5
    
    
    333-66184
    
    7/19/199310.6
    
    Credit Agreement among Asyst Technologies, Inc., Asyst Japan,
Inc., Asyst Shinko, Inc., KeyBank National Association,
Citibank N.A., Silicon Valley Bank, and KeyBanc Capital Markets
dated as of July 27, 2007.
    
    10-Q
    
    
    10.54
    
    
    000-22430
    
    8/7/2007
 38




---



##### Table of Contents



Exhibit
    
    
    
    Incorporated by Reference
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Ex. No.
    
    File No.
    
    Filing Date
    
    Herewith10.7*
    
    Employment Agreement between the Company and Stephen S.
Schwartz dated as of December 21, 2007.
    
    10-Q
    
    
    10.57
    
    
    000-22430
    
    2/1/200810.8
    
    Share Purchase Agreement between Shinko Electric Co., Ltd. and
Asyst Japan Inc., dated as of May 24, 2002.
    
    10-Q
    
    
    10.38
    
    
    000-22430
    
    11/12/200210.9
    
    Shareholders Agreement between Shinko Electric Co., Ltd. and
Asyst Japan Inc., dated as of May 24, 2002.
    
    10-Q
    
    
    10.39
    
    
    000-22430
    
    11/12/200210.10
    
    Manufacturing Services and Supply Agreement among the Company
and Solectron Corporation and its subsidiaries and affiliates,
dated as of September 5, 2002.
    
    10-Q
    
    
    10.40
    
    
    000-22430
    
    11/12/200210.11
    
    Amendment No. 1 to Shareholders Agreement between Shinko
Electric Co., Ltd. and Asyst Japan Inc., dated as of October
16, 2002.
    
    10-Q
    
    
    10.43
    
    
    000-22430
    
    2/11/200310.12
    
    Patent Assignment and Cross-License and Trademark License
Agreement among the Company, Entegris Cayman Ltd. And Entegris,
Inc., dated as of February 11, 2003.
    
    10-K/A
    
    
    10.44
    
    
    000-22430
    
    10/29/200310.13*
    
    Release Agreement between the Company and Alan Lowe, dated
September 12, 2007
    
    10-Q
    
    
    10.55
    
    
    000-22430
    
    11/8/200710.14
    
    Amendment and Modification Agreement to Manufacturing Services
and Supply Agreement among the Company and Solectron
Corporation and its subsidiaries and affiliates, effective as
of September 22, 2003.
    
    10-Q
    
    
    10.50
    
    
    000-22430
    
    2/10/200410.15*
    
    Form of Indemnity Agreement entered into between the Company
and certain executive officers (for agreements executed before
May 11, 2007).
    
    10-K
    
    
    10.33
    
    
    000-22430
    
    6/10/200410.16*
    
    Form of Agreement to Arbitrate Disputes and Claims entered into
between the Company and its executive officers.
    
    10-K
    
    
    10.37
    
    
    000-22430
    
    6/10/200410.17*
    
    Companys Compensation Program for Non-employee Directors as
amended April 2, 2007.
    
    10-K
    
    
    10.17
    
    
    000-22430
    
    6/12/200710.18*
    
    Companys Executive Deferred Compensation Plan.
    
    10-K
    
    
    10.39
    
    
    000-22430
    
    6/10/200410.19*
    
    Employment Agreement between the Company and Stephen Debenham
dated August 21, 2003.
    
    10-K
    
    
    10.40
    
    
    000-22430
    
    6/10/200410.20*
    
    Forms of Stock Option Award Notice and Stock Option Award
Agreement entered into between the Company and certain
employees, directors, and consultants (2003 Equity Incentive
Plan).
    
    10-Q
    
    
    10.50
    
    
    000-22430
    
    12/30/200410.21*
    
    Certificate of Amendment to Option Grants dated August 18, 2004.
    
    10-Q
    
    
    10.52
    
    
    000-22430
    
    12/30/200410.22*
    
    Companys 2001 Non-Officer Equity Plan.
    
    10-Q
    
    
    10.53
    
    
    000-22430
    
    12/30/200410.23
    
    Amendment No. 2 to Manufacturing Services and Supply Agreement
among the Company and Solectron Corporation and its
subsidiaries and affiliates, effective February 17, 2005.
    
    10-K
    
    
    10.55
    
    
    000-22430
    
    6/29/200510.24
    
    Amendment No. 3 to Manufacturing Services and Supply Agreement
among the Company and Solectron Corporation and its
subsidiaries and affiliates, effective June 10, 2005.
    
    10-K
    
    
    10.56
    
    
    000-22430
    
    6/29/200510.25*
    
    Summary of Executive Bonus Plan (revised 2007).
    
    10-K
    
    
    10.25
    
    
    000-22430
    
    6/12/200710.26*
    
    2003 Equity Incentive Plan as amended and approved by the
Registrants shareholders through September 18, 2007.
    
    14A
    
    App. A
    
    000-22430
    
    7/27/200710.27
    
    First Amendment To Credit Agreement dated as of April 30, 2008
among Asyst Technologies, Inc., Asyst Technologies Japan
Holdings Company, Inc., and Asyst Technologies Japan, Inc. as
Borrowers, and Keybank National Association, Administrative
Agent, Lender, Swing Line Lender and L/C Issuer and the Lenders
party hereto, as Lenders.
    
    8-K
    
    
    99.1
    
    
    000-22430
    
    5/6/2008
 39




---



##### Table of Contents



Exhibit
    
    
    
    Incorporated by Reference
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Ex. No.
    
    File No.
    
    Filing Date
    
    Herewith10.28
    
    Industrial Space Lease (Single Tenant Net) between the Company
and JER Bayside, LLC dated November 29, 2005.
    
    10-Q
    
    
    10.62
    
    
    000-22430
    
    2/6/200610.29
    
    Amendment No. 4 to Manufacturing Services and Supply Agreement
among the Company and Solectron Corporation and its
subsidiaries and affiliates, effective August 1, 2005.
    
    10-K
    
    
    10.37
    
    
    000-22430
    
    10/13/200610.30
    
    Amendment No. 5 to Manufacturing Services and Supply Agreement
among the Company and Solectron Corporation and its
subsidiaries and affiliates, effective March 20, 2006.
    
    10-K
    
    
    10.38
    
    
    000-22430
    
    10/13/200610.31*
    
    Form of Stock Award Notice and Stock Award Agreement for
employees (2001 Non-Officer Equity Plan).
    
    10-Q
    
    
    10.51
    
    
    000-22430
    
    8/7/200710.32*
    
    Form of Stock Award Notice and Stock Award Agreement for
employees (2003 Equity Incentive Plan) (for agreements executed
on or after July 11, 2007).
    
    10-Q
    
    
    10.52
    
    
    000-22430
    
    8/7/200710.33*
    
    Form of Restricted Stock Award Agreement for non-employee
directors (restricted stock units under the 2003 Equity
Incentive Plan) (for agreements executed on or after July 11,
2007).
    
    10-Q
    
    
    10.53
    
    
    000-22430
    
    8/7/200710.34
    
    Credit Agreement among Asyst Technologies, Inc., Asyst Japan,
Inc., Bank of America, N.A., Banc of America Securities LLC,
Keybank National Association, and Comerica Bank dated as of
June 22, 2006.
    
    10-K
    
    
    10.42
    
    
    000-22430
    
    10/13/200610.35
    
    First Amendment to Credit Agreement among Asyst Technologies,
Inc., Asyst Japan, Inc., Bank of America, N.A., Comerica Bank,
Keybank National Association, Union Bank of California, N.A.,
and Development Bank of Japan dated as of October 13, 2006.
    
    10-Q
    
    
    10.43
    
    
    000-22430
    
    2/9/200710.36
    
    Second Amendment and Waiver to Credit Agreement among Asyst
Technologies, Inc., Asyst Japan, Inc., Bank of America, N.A.,
Comerica Bank, Keybank National Association, Union Bank of
California, N.A., and Development Bank of Japan dated as of
November 13, 2006.
    
    10-Q
    
    
    10.44
    
    
    000-22430
    
    2/9/200710.37
    
    Third Amendment and Waiver to Credit Agreement among Asyst
Technologies, Inc., Asyst Japan, Inc., Bank of America, N.A.,
Comerica Bank, Keybank National Association, Union Bank of
California, N.A., and Development Bank of Japan dated as of
December 29, 2006.
    
    10-Q
    
    
    10.45
    
    
    000-22430
    
    2/9/200710.38*
    
    Consulting Agreement between the Company and Tsuyoshi E.
Kawanishi, effective January 17, 2007.
    
    10-K
    
    
    10.39
    
    
    000-22430
    
    6/12/200710.39*
    
    Form of Change in Control Agreement entered into between the
Company and certain executive officers (for agreements executed
after January 1, 2008).
    
    10-Q
    
    
    10.56
    
    
    000-22430
    
    2/1/200810.40
    
    Amendment No. 6 to Manufacturing Services and Supply Agreement
among the Company and Solectron Corporation and its
subsidiaries and affiliates, effective June 23, 2006.
    
    10-K
    
    
    10.41
    
    
    000-22430
    
    6/12/200710.41*
    
    Form of Change-in-Control Agreement entered into between the
Company and certain executive officers (for agreements executed
before May 11, 2007).
    
    10-Q
    
    
    10.46
    
    
    000-22430
    
    2/9/200710.42*
    
    Employment Agreement between the Company and Michael A. Sicuro
dated January 17, 2007.
    
    10-K
    
    
    10.43
    
    
    000-22430
    
    6/12/200710.43*
    
    Form of Employee Restricted Stock Award Agreement (restricted
stock units) (2003 Equity Incentive Plan).
    
    10-K
    
    
    10.44
    
    
    000-22430
    
    6/12/200710.44*
    
    Form of Non-Employee Director Restricted Stock Award Agreement
(restricted stock awards) (2003 Equity Incentive Plan).
    
    10-K
    
    
    10.45
    
    
    000-22430
    
    6/12/2007
 40




---



##### Table of Contents



Exhibit
    
    
    
    Incorporated by Reference
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Ex. No.
    
    File No.
    
    Filing Date
    
    Herewith10.45*
    
    Form of Employee Restricted Stock Award Agreement (restricted
stock awards) (2003 Equity Incentive Plan).
    
    10-K
    
    
    10.46
    
    
    000-22430
    
    6/12/200710.46*
    
    Form of Non-Employee Director Restricted Stock Award Agreement
(restricted stock units) (2003 Equity Incentive Plan) (for
agreements executed before May 11, 2007).
    
    10-K
    
    
    10.47
    
    
    000-22430
    
    6/12/200710.47*
    
    Form of Indemnity Agreement entered into between the Company
and directors and certain executive officers (for agreements
executed on or after May 11, 2007).
    
    10-K
    
    
    10.48
    
    
    000-22430
    
    6/12/200710.48*
    
    Form of Change-in-Control Agreement entered into between the
Company and certain executive officers and directors (for
agreements executed on or after May 1, 2007).
    
    10-K
    
    
    10.49
    
    
    000-22430
    
    6/12/200710.49*
    
    Form of Non-Employee Director Restricted Stock Award Agreement
(restricted stock units) (2003 Equity Incentive Plan) (for
agreements executed on or after May 11, 2007).
    
    10-K
    
    
    10.50
    
    
    000-22430
    
    6/12/200721.1
    
    Subsidiaries of Asyst Technologies, Inc.
    
    10-K
    
    
    21.1
    
    
    000-22430
    
    6/12/200823.1
    
    Consent of Independent Registered Public Accounting Firm
    
    10-K
    
    
    23.1
    
    
    000-22430
    
    6/12/200831.1
    
    Certification of the Chief Executive Officer of the Registrant
required by SEC Rule 13a-14(a) (pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002).
    
    
    
    
    
    
    
    
    
    
    
    X31.2
    
    Certification of the Chief Financial Officer of the Registrant
required by SEC Rule 13a-14(a) (pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002).
    
    
    
    
    
    
    
    
    
    
    
    X32.1
    
    Combined Certification of the Chief Executive Officer and the
Chief Financial Officer of the Registrant required by SEC Rule
13a-14(b) (pursuant to Section 906 of the Sarbanes-Oxley Act of
2002).
    
    
    
    
    
    
    
    
    
    
    
    X
 
 *
    
    Indicates a management contract or compensatory plan or arrangement.
    
    Indicates English translation of original document.
    
    Indicates confidential treatment has been requested for portions of
this document 41




---



##### Table of Contents



ASYST TECHNOLOGIES, INC.By:
    /s/      MICHAEL A. SICUROMichael A. SicuroChief Financial OfficerBy:
    /s/      AARON L. TACHIBANAAaron L. TachibanaPrincipal Accounting Officer  42




---



##### Table of Contents



Exhibit
    
    
    
    Incorporated by Reference
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Ex. No.
    
    File No.
    
    Filing Date
    
    Herewith2.1
    
    Share Purchase Agreement dated as of June 22, 2006, between
Shinko Electric Co., Ltd., Asyst Technologies, Inc. and Asyst
Japan Inc. The schedules to the Share Purchase Agreement are
omitted but will be furnished to the Securities and Exchange
Commission supplementally upon request.
    
    8-K
    
    
    2.1
    
    
    000-22430
    
    7/20/20063.1
    
    Amended and Restated Articles of Incorporation of the Company.
    
    S-1
    
    
    3.1
    
    
    333-66184
    
    7/19/19933.2
    
    Amended and Restated Bylaws of the Company.
    
    8-K
    
    
    3.2
    
    
    000-22430
    
    5/20/20083.3
    
    Certificate of Amendment of the Amended and Restated Articles
of Incorporation, filed September 24, 1999.
    
    10-Q
    
    
    3.2
    
    
    000-22430
    
    10/21/19993.4
    
    Certificate of Amendment of the Amended and Restated Articles
of Incorporation, filed October. 5, 2000.
    
    14A
    
    App.
    
    000-22430
    
    7/31/20003.5
    
    Amended and Restated Certificate of Determination of Series A
Junior Participating Preferred Stock, dated July 9, 2008
    
    DefA14A
    
    
    3.5
    
    
    000-22430
    
    7/15/20084.1
    
    Rights Agreement among the Company and Bank of Boston, N.A., as
Rights Agent, dated June 25, 1998.
    
    8-K
    
    
    99.2
    
    
    000-22430
    
    6/29/19984.2
    
    Amendment to Rights Agreement among the Company and Bank of
Boston, N.A. as Rights Agent, dated November 30, 2001.
    
    10-K
    
    
    4.5
    
    
    000-22430
    
    6/28/20024.3
    
    Amended and Restated Rights Agreement between the Company and
Computershare Trust Company, N.A., as Rights Agent, dated July
9, 2008
    
    DefA14A
    
    
    4.3
    
    
    000-22430
    
    7/15/200810.1*
    
    Form of Indemnity Agreement entered into between the Company
and certain directors (for agreements executed before May 11,
2007).
    
    S-1
    
    
    10.1
    
    
    333-66184
    
    7/19/199310.2*
    
    Companys 1993 Stock Option Plan and related form of stock
option agreement.
    
    S-1
    
    
    10.2
    
    
    333-88246
    
    2/13/199510.3*
    
    Companys 1993 Employee Stock Purchase Plan as amended by the
Companys shareholders through December 14, 2006.
    
    14A
    
    App. B
    
    000-22430
    
    11/3/200610.4*
    
    Companys 1993 Non-Employee Directors Stock Option Plan.
    
    S-1
    
    
    10.4
    
    
    333-66184
    
    7/19/199310.5
    
    Hewlett-Packard SMIF License Agreement dated June 6, 1984.
    
    S-1
    
    
    10.5
    
    
    333-66184
    
    7/19/199310.6
    
    Credit Agreement among Asyst Technologies, Inc., Asyst Japan,
Inc., Asyst Shinko, Inc., KeyBank National Association,
Citibank N.A., Silicon Valley Bank, and KeyBanc Capital Markets
dated as of July 27, 2007.
    
    10-Q
    
    
    10.54
    
    
    000-22430
    
    8/7/200710.7*
    
    Employment Agreement between the Company and Stephen S.
Schwartz dated as of December 21, 2007.
    
    10-Q
    
    
    10.57
    
    
    000-22430
    
    2/1/200810.8
    
    Share Purchase Agreement between Shinko Electric Co., Ltd. and
Asyst Japan Inc., dated as of May 24, 2002.
    
    10-Q
    
    
    10.38
    
    
    000-22430
    
    11/12/200210.9
    
    Shareholders Agreement between Shinko Electric Co., Ltd. and
Asyst Japan Inc., dated as of May 24, 2002.
    
    10-Q
    
    
    10.39
    
    
    000-22430
    
    11/12/200210.10
    
    Manufacturing Services and Supply Agreement among the Company
and Solectron Corporation and its subsidiaries and affiliates,
dated as of September 5, 2002.
    
    10-Q
    
    
    10.40
    
    
    000-22430
    
    11/12/200210.11
    
    Amendment No. 1 to Shareholders Agreement between Shinko
Electric Co., Ltd. and Asyst Japan Inc., dated as of October
16, 2002.
    
    10-Q
    
    
    10.43
    
    
    000-22430
    
    2/11/200310.12
    
    Patent Assignment and Cross-License and Trademark License
Agreement among the Company, Entegris Cayman Ltd. And Entegris,
Inc., dated as of February 11, 2003.
    
    10-K/A
    
    
    10.44
    
    
    000-22430
    
    10/29/2003




---



##### Table of Contents



Exhibit
    
    
    
    Incorporated by Reference
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Ex. No.
    
    File No.
    
    Filing Date
    
    Herewith10.13*
    
    Release Agreement between the Company and Alan Lowe, dated
September 12, 2007
    
    10-Q
    
    
    10.55
    
    
    000-22430
    
    11/8/200710.14
    
    Amendment and Modification Agreement to Manufacturing Services
and Supply Agreement among the Company and Solectron
Corporation and its subsidiaries and affiliates, effective as
of September 22, 2003.
    
    10-Q
    
    
    10.50
    
    
    000-22430
    
    2/10/200410.15*
    
    Form of Indemnity Agreement entered into between the Company
and certain executive officers (for agreements executed before
May 11, 2007).
    
    10-K
    
    
    10.33
    
    
    000-22430
    
    6/10/200410.16*
    
    Form of Agreement to Arbitrate Disputes and Claims entered into
between the Company and its executive officers.
    
    10-K
    
    
    10.37
    
    
    000-22430
    
    6/10/200410.17*
    
    Companys Compensation Program for Non-employee Directors as
amended April 2, 2007.
    
    10-K
    
    
    10.17
    
    
    000-22430
    
    6/12/200710.18*
    
    Companys Executive Deferred Compensation Plan.
    
    10-K
    
    
    10.39
    
    
    000-22430
    
    6/10/200410.19*
    
    Employment Agreement between the Company and Stephen Debenham
dated August 21, 2003.
    
    10-K
    
    
    10.40
    
    
    000-22430
    
    6/10/200410.20*
    
    Forms of Stock Option Award Notice and Stock Option Award
Agreement entered into between the Company and certain
employees, directors, and consultants (2003 Equity Incentive
Plan).
    
    10-Q
    
    
    10.50
    
    
    000-22430
    
    12/30/200410.21*
    
    Certificate of Amendment to Option Grants dated August 18, 2004.
    
    10-Q
    
    
    10.52
    
    
    000-22430
    
    12/30/200410.22*
    
    Companys 2001 Non-Officer Equity Plan.
    
    10-Q
    
    
    10.53
    
    
    000-22430
    
    12/30/200410.23
    
    Amendment No. 2 to Manufacturing Services and Supply Agreement
among the Company and Solectron Corporation and its
subsidiaries and affiliates, effective February 17, 2005.
    
    10-K
    
    
    10.55
    
    
    000-22430
    
    6/29/200510.24
    
    Amendment No. 3 to Manufacturing Services and Supply Agreement
among the Company and Solectron Corporation and its
subsidiaries and affiliates, effective June 10, 2005.
    
    10-K
    
    
    10.56
    
    
    000-22430
    
    6/29/200510.25*
    
    Summary of Executive Bonus Plan (revised 2007).
    
    10-K
    
    
    10.25
    
    
    000-22430
    
    6/12/200710.26*
    
    2003 Equity Incentive Plan as amended and approved by the
Registrants shareholders through September 18, 2007.
    
    14A
    
    App. A
    
    000-22430
    
    7/27/200710.27
    
    First Amendment To Credit Agreement dated as of April 30, 2008
among Asyst Technologies, Inc., Asyst Technologies Japan
Holdings Company, Inc., and Asyst Technologies Japan, Inc. as
Borrowers, and Keybank National Association, Administrative
Agent, Lender, Swing Line Lender and L/C Issuer and the Lenders
party hereto, as Lenders.
    
    8-K
    
    
    99.1
    
    
    000-22430
    
    5/6/200810.28
    
    Industrial Space Lease (Single Tenant Net) between the Company
and JER Bayside, LLC dated November 29, 2005.
    
    10-Q
    
    
    10.62
    
    
    000-22430
    
    2/6/200610.29
    
    Amendment No. 4 to Manufacturing Services and Supply Agreement
among the Company and Solectron Corporation and its
subsidiaries and affiliates, effective August 1, 2005.
    
    10-K
    
    
    10.37
    
    
    000-22430
    
    10/13/200610.30
    
    Amendment No. 5 to Manufacturing Services and Supply Agreement
among the Company and Solectron Corporation and its
subsidiaries and affiliates, effective March 20, 2006.
    
    10-K
    
    
    10.38
    
    
    000-22430
    
    10/13/200610.31*
    
    Form of Stock Award Notice and Stock Award Agreement for
employees (2001 Non-Officer Equity Plan).
    
    10-Q
    
    
    10.51
    
    
    000-22430
    
    8/7/2007




---



##### Table of Contents



Exhibit
    
    
    
    Incorporated by Reference
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Ex. No.
    
    File No.
    
    Filing Date
    
    Herewith10.32*
    
    Form of Stock Award Notice and Stock Award Agreement for
employees (2003 Equity Incentive Plan) (for agreements executed
on or after July 11, 2007).
    
    10-Q
    
    
    10.52
    
    
    000-22430
    
    8/7/200710.33*
    
    Form of Restricted Stock Award Agreement for non-employee
directors (restricted stock units under the 2003 Equity
Incentive Plan) (for agreements executed on or after July 11,
2007).
    
    10-Q
    
    
    10.53
    
    
    000-22430
    
    8/7/200710.34
    
    Credit Agreement among Asyst Technologies, Inc., Asyst Japan,
Inc., Bank of America, N.A., Banc of America Securities LLC,
Keybank National Association, and Comerica Bank dated as of
June 22, 2006.
    
    10-K
    
    
    10.42
    
    
    000-22430
    
    10/13/200610.35
    
    First Amendment to Credit Agreement among Asyst Technologies,
Inc., Asyst Japan, Inc., Bank of America, N.A., Comerica Bank,
Keybank National Association, Union Bank of California, N.A.,
and Development Bank of Japan dated as of October 13, 2006.
    
    10-Q
    
    
    10.43
    
    
    000-22430
    
    2/9/200710.36
    
    Second Amendment and Waiver to Credit Agreement among Asyst
Technologies, Inc., Asyst Japan, Inc., Bank of America, N.A.,
Comerica Bank, Keybank National Association, Union Bank of
California, N.A., and Development Bank of Japan dated as of
November 13, 2006.
    
    10-Q
    
    
    10.44
    
    
    000-22430
    
    2/9/200710.37
    
    Third Amendment and Waiver to Credit Agreement among Asyst
Technologies, Inc., Asyst Japan, Inc., Bank of America, N.A.,
Comerica Bank, Keybank National Association, Union Bank of
California, N.A., and Development Bank of Japan dated as of
December 29, 2006.
    
    10-Q
    
    
    10.45
    
    
    000-22430
    
    2/9/200710.38*
    
    Consulting Agreement between the Company and Tsuyoshi E.
Kawanishi, effective January 17, 2007.
    
    10-K
    
    
    10.39
    
    
    000-22430
    
    6/12/200710.39*
    
    Form of Change in Control Agreement entered into between the
Company and certain executive officers (for agreements executed
after January 1, 2008).
    
    10-Q
    
    
    10.56
    
    
    000-22430
    
    2/1/200810.40
    
    Amendment No. 6 to Manufacturing Services and Supply Agreement
among the Company and Solectron Corporation and its
subsidiaries and affiliates, effective June 23, 2006.
    
    10-K
    
    
    10.41
    
    
    000-22430
    
    6/12/200710.41*
    
    Form of Change-in-Control Agreement entered into between the
Company and certain executive officers (for agreements executed
before May 11, 2007).
    
    10-Q
    
    
    10.46
    
    
    000-22430
    
    2/9/200710.42*
    
    Employment Agreement between the Company and Michael A. Sicuro
dated January 17, 2007.
    
    10-K
    
    
    10.43
    
    
    000-22430
    
    6/12/200710.43*
    
    Form of Employee Restricted Stock Award Agreement (restricted
stock units) (2003 Equity Incentive Plan).
    
    10-K
    
    
    10.44
    
    
    000-22430
    
    6/12/200710.44*
    
    Form of Non-Employee Director Restricted Stock Award Agreement
(restricted stock awards) (2003 Equity Incentive Plan).
    
    10-K
    
    
    10.45
    
    
    000-22430
    
    6/12/200710.45*
    
    Form of Employee Restricted Stock Award Agreement (restricted
stock awards) (2003 Equity Incentive Plan).
    
    10-K
    
    
    10.46
    
    
    000-22430
    
    6/12/200710.46*
    
    Form of Non-Employee Director Restricted Stock Award Agreement
(restricted stock units) (2003 Equity Incentive Plan) (for
agreements executed before May 11, 2007).
    
    10-K
    
    
    10.47
    
    
    000-22430
    
    6/12/200710.47*
    
    Form of Indemnity Agreement entered into between the Company
and directors and certain executive officers (for agreements
executed on or after May 11, 2007).
    
    10-K
    
    
    10.48
    
    
    000-22430
    
    6/12/2007




---



##### Table of Contents



Exhibit
    
    
    
    Incorporated by Reference
    
    
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    Ex. No.
    
    File No.
    
    Filing Date
    
    Herewith10.48*
    
    Form of Change-in-Control Agreement entered into between the
Company and certain executive officers and directors (for
agreements executed on or after May 1, 2007).
    
    10-K
    
    
    10.49
    
    
    000-22430
    
    6/12/200710.49*
    
    Form of Non-Employee Director Restricted Stock Award Agreement
(restricted stock units) (2003 Equity Incentive Plan) (for
agreements executed on or after May 11, 2007).
    
    10-K
    
    
    10.50
    
    
    000-22430
    
    6/12/200721.1
    
    Subsidiaries of Asyst Technologies, Inc.
    
    10-K
    
    
    21.1
    
    
    000-22430
    
    6/12/200823.1
    
    Consent of Independent Registered Public Accounting Firm
    
    10-K
    
    
    23.1
    
    
    000-22430
    
    6/12/200831.1
    
    Certification of the Chief Executive Officer of the Registrant
required by SEC Rule 13a-14(a) (pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002).
    
    
    
    
    
    
    
    
    
    
    
    X31.2
    
    Certification of the Chief Financial Officer of the Registrant
required by SEC Rule 13a-14(a) (pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002).
    
    
    
    
    
    
    
    
    
    
    
    X32.1
    
    Combined Certification of the Chief Executive Officer and the
Chief Financial Officer of the Registrant required by SEC Rule
13a-14(b) (pursuant to Section 906 of the Sarbanes-Oxley Act of
2002).
    
    
    
    
    
    
    
    
    
    
    
    X
 
 *
    
    Indicates a management contract or compensatory plan or arrangement.
    
    Indicates English translation of original document.
    
    Indicates confidential treatment has been requested for portions of
this document