**Exhibit 10.39****SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS**     This Separation Agreement and Release of All Claims (“Agreement and Release”) is intended toconstitute a binding agreement between you, Warren C. Kocmond (“Employee”), and Asyst Technologies,Inc., on behalf of its subsidiary and affiliated entities (“Asyst” or the “Company”). Pleasereview the terms carefully. By signing below, you are agreeing to end your employment relationshipwith Asyst on the terms identified below, and in return for the benefits provided herein. Weadvise you to consult with an attorney or other advisor concerning its terms and obligations, andthe specific effect on your legal rights. This Agreement and Release is deemed effective as of May31, 2006 (the “Effective Date”).     1. Your employment with Asyst shall terminate on May 31, 2006. You understand you have norecall rights.     2. You and Asyst agree that this Agreement and Release is contractual in nature and not a mererecital, and that this Agreement and Release shall be interpreted as though drafted jointly by theEmployee and Asyst.     3. You will be paid your earned salary and accrued PTO pay through May 31, 2006. Youunderstand that, except as provided herein, you will not be entitled to any additional payments,severance or other benefits from Asyst associated with any claimed work or right to work beyond thedate of your termination. It is agreed that, provided you observe all of your obligations toAsyst, between the time you sign this Agreement and Release and your employment termination date ofMay 31, 2006, you may seek and accept, but not commence other employment.     4. Unless to the extent expressly otherwise provided for in Paragraph 8, below, in conjunctionwith your execution of this Agreement and Release, if you have existing stock options or grants,they will continue to vest through May 31, 2006; however, your vesting shall cease automatically asof that date, and all such vesting shall be subject to the original terms and conditions of youroption grant and the Asyst stock option plan from which the grant issued. Unless and to the extentexpressly otherwise provided for in Paragraph 8, below, in conjunction with your execution of thisAgreement and Release, nothing herein shall operate to continue vesting, extend the original termof the options granted to you or abridge Asyst’s rights to cancel options or repurchase shares, asprovided in such option or stock grant or the Asyst stock option plan from which the grant issued.Your participation in Asyst’s Employee Stock Purchase Plan will also automatically cease as of May31, 2006. Please refer to the plan terms and conditions. Additional information regarding stockoptions is available. Contact Stock Administration at 520-661-5201 for additional information.     5. Your health and employee benefits will terminate effective May 31, 2006, except to theextent expressly provided in this Agreement and Release.     6. During the course of your employment with Asyst, you have had access to or have hadpossession of confidential and proprietary information or materials of Asyst (including, but notlimited to, technical information, business plans, client, supplier and employee information,telephone records or lists, and non-public financial information). You acknowledge and understandthat all such information or material constitutes confidential information of Asyst and/or itscustomers and affiliates; you agree that you shall not retain and that you must return to Asyst alloriginals and copies of such material. You further agree that you shall not use, disclose ordivulge any such material or other confidential or trade secret information of Asyst, its customersor affiliates to any third party company, individual or institution without the direct writtenauthorization of Asyst’s C.E.O., and that your confidentiality obligations to Asyst are continuinginto the future regardless of termination of your employment.     7. Unless to the extent expressly otherwise provided for in Paragraph 8 below, you also agreeto return promptly all property of Asyst, including pagers, cellular phones, PDAs and any othermaterials or
 

 
equipment in your possession or which were provided to you by or through Asyst. You furtherunderstand that any use of credit or telephone cards, cellular phones, pagers, PDAs, and othermaterials or equipment provided to you by or through Asyst will not be authorized beyond yourtermination date, and any expenses incurred after your termination date will not be eligible forreimbursement.     8. In addition to the benefits described above, and upon and in consideration of youracceptance, execution and continued observance of the terms and conditions of this Agreement andRelease, the following releases, the Agreement to Arbitrate Disputes and Claims, and theConfidential Information and Inventions Assignment Agreement you may have executed previously inconjunction with your employment with Asyst, which terms and conditions are incorporated herein bythis reference and made a material part of this Agreement and Release, and without furtherobligation to do so, Asyst agrees to provide you the following additional separation benefits:     (a) a lump sum payment equivalent to $200,000.00, less payroll and other deductions andwithholdings (including deductions required to reimburse Asyst for monies previouslyextended to you as an Asyst employee). These payments and benefits will be made on nextAsyst regular pay-day following May 31, 2006; and     (b) accelerated vesting in full as of May 31, 2006 of the 10,000 remaining shares ofrestricted stock under that certain award issued on May 16, 2005 (Award No. 6621).     9. The terms and conditions of this Agreement and Release supersede and fully replace theterms of your corrected offer letter, executed on May 26, 2004, and your change of controlagreement, executed on April 10, 2004. However, your indemnification agreement and all otherobligations identified and incorporated herein with Asyst shall survive the termination of youremployment with Asyst.     10. You hereby fully waive, release and discharge Asyst, its parent, subsidiary and affiliatedentities, and the shareholders, directors, officers, employees, agents and representatives of each(the “Released Parties”) from, and agree never to assert against any of the Released Parties anyand all claims, liabilities, charges and causes of action of any kind whatsoever which you have,had or may have against them as of the date on which you sign this Agreement, including withoutlimitation any and all claims, liabilities, charges and causes of action relating to: (a) your employment, termination of employment or any right,expectation, claim or benefit relating to or arising in any manner from youremployment;  (b) any and all rights or claims relating to or in any manner arisingunder the California Fair Employment and Housing Act (Government Code section12900 et seq., as amended);  (c) any and all rights or claims relating to or in any manner arisingunder the Civil Rights Act of 1964 (42 U.S.C. 2000, et seq., as amended);  (d) any and all rights or claims relating to or in any manner arisingunder the Americans with Disabilities Act (29 U.S.C. 706 et seq., as amended);  (e) any and all rights or claims relating to or in any manner arisingunder the Age Discrimination in Employment Act of 1967 (29 U.S.C. 621 et seq.,as amended);  (f) any and all rights or claims relating to or in any manner arisingunder the WARN Act (as amended), and any comparable provisions of California orother applicable law;  (g) any and all rights or claims relating to or in any manner arisingunder the Equal Pay Act of 1963 (as amended);
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 (h) any and all rights or claims relating to or in any manner arisingunder the California Labor Code Section 1197.5 (as amended); and  (i) any and all rights or claims otherwise relating to or in anymanner arising under federal, state or local statutory, administrative or commonlaw or regulation, including claims for wrongful termination or constructivedischarge or demotion, breach of contract (written, oral or implied), breach ofthe covenant of good faith and fair dealing, violation of public policy,infliction of emotional distress, personal injury, defamation andmisrepresentation.     11. Asyst hereby fully waives, releases and discharges you from, and agrees never to assertagainst you, any and all claims, liabilities, charges and causes of action of any kind whatsoeverwhich Asyst has, had or may have against you as of the date on which you sign this Agreement,provided, however, that nothing in this Paragraph 11 shall preclude Asyst from enforcing its rightswith respect to your obligations under the terms and conditions listed in the first sentence ofParagraph 8 of this Agreement and Release.     12. Each party waives his or its rights under section 1542 of the Civil Code of California, orother comparable provision of applicable law, which states:*A general release does not extend to claims which the creditor does notknow or suspect to exist in his favor at the time of executing therelease, which if known to him must have materially affected hissettlement with the debtor.*     13. This Agreement and Release shall not affect any waiver or release of any claim forworkers’ compensation benefits and unemployment insurance benefits.     14. You understand, represent and agree that: (a) you have had a reasonable opportunity to consider this Agreementand Release and to consult an attorney or other advisor before signing thisAgreement and Release;  (b) you have read this Agreement and Release in full and understandall of the terms and conditions set forth herein;  (c) you knowingly and voluntarily agree to all of the terms andconditions set forth herein and intend to be legally bound by them;  (d) you may rescind this Agreement and Release only with respect toclaims arising under the Age Discrimination in Employment Act of 1967 (29 U.S.C.621 et seq.) and only if you do so within seven (7) days after signing it (inwhich case you will forfeit in full and agree immediately to refund, return toand reimburse Asyst any and all benefits provided to you under Paragraph 8,above); and  (e) this Agreement and Release will not become effective orenforceable with respect to claims arising under the Age Discrimination inEmployment Act of 1967 (29 U.S.C. 621 et seq.) until seven (7) days after youhave signed it.     15. You represent that you have not filed any complaints, claims, grievances or actionsagainst Asyst, its parent, subsidiary and affiliated entities, and the shareholders, directors,officers, employees, agents and representatives of each, or any other of the Released Parties inany state, federal or local court or agency, and you covenant not to file any such complaints,claims, grievances, or actions (other than for workers’ compensation benefits, unemploymentinsurance benefits or otherwise not subject to by law to your waiver or releases herein) at anytime hereafter. You hereby grant power of attorney to Asyst to dismiss on your behalf any suchcomplaint, claim grievance or action you filed in violation of this Paragraph. Notwithstanding theforegoing, you acknowledge and agree that in the event you successfully assert any claim againstAsyst,
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despite the waivers, releases and other representations provided in this Agreement andRelease, that an amount equal to any and all benefits provided to you under Paragraph 8, above, mayand shall be off-set and deducted from any recovery from such claim.     16. Asyst represents that it has not filed any complaints, claims, grievances or actionsagainst you in any state, federal or local court or agency, and Asyst covenants not to file anysuch complaints, claims, grievances, or actions at any time hereafter with respect to the claimsreleased by Asyst hereunder. Asyst hereby grants power of attorney to you to dismiss on Asyst’sbehalf any such complaint, claim grievance or action Asyst filed in violation of this Paragraph.     17. You agree not to defame, disparage or criticize Asyst or its shareholders, directors,officers, employees or business or employment practices at any time. In addition, you agree not toengage in any conduct that you know or reasonably should know will damage the reputation of Asystor cause third parties to view Asyst or its shareholders, directors, officers or employees in aless favorable light.     18. You agree to not to disclose the existence of this Agreement and Release, its terms, orany information relating to this Agreement and Release to anyone other than your spouse (if any),tax preparer, accountant, attorney and other professional adviser or party to whom disclosure isnecessary in order to comply with the law. In such event, you will instruct them to maintain theconfidentiality of this Agreement and Release just as you must.     19. The parties agree that this Agreement and Release shall be binding upon their successorsand assignees. Each represents that it has not transferred to any person or entity any of therights released or transferred through this Agreement.     20. If a court of competent jurisdiction declares or determines that any provision of thisAgreement and Release is invalid, illegal or unenforceable, the invalid, illegal or unenforceableprovision(s) shall be deemed not a part of this Agreement, but the remaining provisions shallcontinue in full force and effect.     21. Each party, upon breach of this Agreement and Release by the other, shall have the rightto seek all necessary and proper relief, including, but not limited to, specific performance, froma court of competent jurisdiction     22. Each party agrees that any differences, disputes or controversies between us arising fromthis Agreement and Release or from rights or obligations hereunder, or any liabilities asserted orarising from your employment or its termination, shall be exclusively submitted to bindingarbitration before an independent and qualified arbitrator in accordance with the AmericanArbitration Association and the National Rules for the Resolution of Employment Disputes then ineffect, without reference to conflict of laws principles. Arbitration shall be the exclusive forumfor any dispute, claim or cause arising hereunder, or any liabilities asserted or arising from youremployment or its termination, and the decision and award by the arbitrator shall be final andbinding upon, and non-appealable by, the parties and may be entered in any state or federal courthaving jurisdiction. In all other respects, the arbitration shall be subject to the terms andconditions provided in the Agreement to Arbitrate Disputes and Claims (if previously orcontemporaneously executed by you and Asyst), which said terms and conditions are deemedincorporated in his Agreement and Release in full by this reference and made a material parthereof.     23. Neither you nor Asyst shall be able to recover from the other, for any claim, cause oraction arising hereunder, any incidental, special, consequential or exemplary damages of anynature, including but not limited to punitive damages, or attorneys fees or costs incurred in anysuch claim, cause or action, unless and to the extent any such award of damages, fees or costs isspecifically provided and available to the party as a remedy under the statute asserted as a basisfor the claim, cause or action, and, unless so specifically provided, the court or arbitrator inany such claim, cause or action shall be without authority or jurisdiction to award such damagesfees or costs; provided, however, that provisional or injunctive remedies and relief shall beavailable as appropriate to each party.
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     24. We each, to the fullest extent permitted by law, waive any right or expectation againstthe other to trial or adjudication by a jury of any claim, cause or action arising hereunder orfrom the rights, duties or liabilities created hereby.     25. The laws of the State of California shall govern the construction and enforcement of thisAgreement and Release and any rights, obligations or liabilities hereunder, without regard toconflicts of laws considerations.     26. You certify and confirm that you do not have in your possession, and that you havereturned to Asyst as of termination of your employment, all property, devices, records, data,notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches,materials equipment, other documents or property, or reproductions of any aforementioned itemsbelonging to Asyst.     27. You also certify and confirm that you have complied during your employment with all theterms of Asyst’s Confidential Information and Inventions Assignment Agreement in the eventpreviously signed by you, including the reporting of any inventions and original works ofauthorship (as defined therein), conceived or made by you (solely or jointly with others) coveredby that agreement. You further agree that you will continue to be required to preserve asconfidential all trade secrets, confidential knowledge, data or other proprietary informationrelating to services, clients, products, processes, know-how, designs, formulas, developmental orexperimental work, computer programs, data bases, other original works of authorship, customerlists, business plans, financial information or other subject matter pertaining to any business ofAsyst or any of its employees, clients, consultants or licensees.     28. You further agree that for the six (6) month period from the date of termination of youremployment or consulting relationship with Asyst, you will not recruit or solicit any employee toleave Asyst for any reason or to accept employment with any other company, and will not interviewor knowingly provide any assistance or input to any third party regarding any such employee.     29. To accept this Agreement and Release, please sign and date this Agreement and Release andreturn the original executed document to Human Resources, Asyst Technologies, Inc., 46897 BaysideParkway, Fremont, California 94538, no later than May 15, 2006. If you do not return a copy of theexecuted Agreement and Release by that date, the offer of the benefits described in Paragraph 8 andelsewhere of this Agreement and Release will be automatically deemed revoked.     30. You understand that the provisions of this Agreement and Release set forth the entireagreement between you and Asyst concerning your employment, separation benefits and termination ofemployment, and that this Agreement and Release replaces any other promises, representations oragreement between you and Asyst, whether written or oral, concerning such matters. You alsounderstand that any benefits provided you under this Agreement and Release are offered on aone-time basis, and are not a part of a funded employee welfare program or established Asystpractice or policy. Any modification of this Agreement and Release, or change to the benefitsoffered hereunder, must be in writing and executed in advance by you and the Vice President, HumanResources for Asyst, or else such notification will not be binding or effective.     31. In the event that you breach any of your obligations under this Agreement and Release oras otherwise imposed by law, Asyst will be entitled to recover the sums and benefits paid under theAgreement and Release and to obtain all other relief provided by law or equity.     32. The parties agree and represent that they have not relied and do not rely upon anyrepresentation or statement regarding the subject matter or effect of this Agreement and Releasemade by any other party to this Agreement and Release or any party’s agents, attorneys orrepresentatives.I, THE UNDERSIGNED, HAVE HAD A SUFFICIENT OPPORTUNITY TO CONSIDER THIS AGREEMENT AND RELEASE ANDHAVE BEEN ADVISED IN WRITING THAT I MAY CONSULTWITH AN ATTORNEY CONCERNING ITS TERMS AND EFFECT PRIOR TO EXECUTING THIS AGREEMENT AND RELEASE.
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I, THE UNDERSIGNED, HAVE READ THIS AGREEMENT AND RELEASE AND UNDERSTAND THAT I ENTER THIS AGREEMENTAND RELEASE INTENDING TO AND DO WAIVE, SETTLE AND RELEASE ALL CLAIMS I HAVE OR MIGHT HAVE AGAINSTASYST TO THE FULL EXTENT PERMITTED BY LAW. I SIGN THIS AGREEMENT AND RELEASE VOLUNTARILY ANDKNOWINGLY.ACKNOWLEDGED, UNDERSTOOD AND AGREED:     Date: 5-31-06      /s/ W. C. Kocmond              Warren C. Kocmond         Asyst Technologies, Inc.       Date: 5/31/06 By: /s/ Steve Debenham             Steve Debenham      Vice President, General Counsel and Secretary
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