exv10w54






Exhibit 10.54




[Asyst
Technologies, Inc. letterhead]




October 4, 2002




Paula Lu Priore

57804 Owen

Chapel Hill, NC 27517




Dear Paula,




Asyst is pleased to extend a formal offer to you to join our company as Vice President/
General Manager, Connectivity Solutions, reporting to Stephen Schwartz, President & Chief
Executive Officer.



As Vice President/General Manager, Connectivity Solutions you would be responsible for performing
the key events/responsibilities outlined in the attached job description. In addition, you would be
required to perform other job-related duties as assigned by your manager.



During your employment with Asyst, you would be expected to establish and maintain a professional,
cordial relationship with co-workers, management, suppliers and customers. You would be expected to
learn the requirements of the position and demonstrate the ability to meet satisfactory performance
for this position. You would also be expected to actively participate in Asyst’s quality
improvement processes.



This is an exempt position, and your salary would be $7,692.31 per pay period (26 pay periods per
year), which calculates to $200,000.00 on an annualized basis, with a performance appraisal April
1, 2003. Based on the 7% salary redaction in effect for all Vice Presidents of the company, your
reduced salary will be $7,153.86 per pay period (26 pay periods per year), which calculates to
$186,000.00 on an annualized basis. Your date of hire would be determined upon acceptance of this
offer.



Upon approval of the plan, you will be eligible to participate in an annualized performance-based
bonus program for Fiscal Year 2003, which will have a targeted payout of 50% of your base salary at
100% achievement of company and individual objectives. The bonus plan will be structured in such a
way that should you exceed plan, your bonus payout will be greater than the targeted bonus noted
above. For the first three (3) years of employment, you will receive a guaranteed bonus of no less
than $70,000.00 each year.



 









 





Paula Lu Priore

September 30, 2002

Page 2 of 3



Additionally, Asyst offers you an option to purchase 50,000 shares of Company stock. This
option will begin vesting six (6) months after your date of hire , and will continue vesting at
a rate of 1/42 per month of employment with the Company, for forty-two (42) months, such
that at the end of forty-eight (48) months of continuous employment, the option shall
become fully exercisable. However, the option, the vesting schedule and the price per
share of this option are subject to final approval by the Board of Directors. As part of the
Annual Stock Option Incentive Program (typically in May/June), you will be granted
40,000 options for Fiscal Year 2004.



In addition, you would be offered permanent relocation assistance according to the policy detailed
below. Asyst will also pay for any other relocation costs not listed below, as agreed upon between
yourself and Stephen Schwartz.




	•	 	Relocation: If you accept this assignment, it is understood that you would relocate, and
Asyst would pay one-way airline tickets for you, your spouse and children (if appropriate).
Asyst would also pay for one additional round trip. For actual moving expenses, Asyst would
pay for relocation of your household goods and 60 days of storage if required. These expenses
will be included as non-taxable earnings on your W-2. Moving expenses are limited to moving
household goods and personal items. Our relocation policy is attached.
	 
	 	 	If, for any reason, your employment voluntarily terminates within the first year after the
relocation, you would be required to reimburse Asyst 50% of all relocation expenses.
	 
	•	 	Temporary Living: If you accept permanent relocation, Asyst would pay all expenses
for living accommodations and meals as outlined in Travel Policy #519, for up to twelve (12)
months or until you establish residence (whichever occurs first). During this time, the
company will generally pay for storage & insurance of household goods. It is understood that
living accommodations would include your spouse and children, but all other living expenses
during this period of time would apply only to the employee. Asyst will “gross up” any
temporary living expenses associated with your relocation to cover any federal and state taxes
related to the temporary living expenses in the employees W-2.
	 
	•	 	Closing Costs: Asyst will reimburse you for the closing costs on the sale of your home in
North Carolina, as well as the closing costs for the purchase of a home in the Bay Area.
Documentation of these fees will be required for reimbursement and will be considered as
taxable income. Should you voluntarily terminate your employment within the first two years,
you will be responsible for repaying 100% of this amount to the Company.




 









 











Paula Lu Priore

September 30, 2002

Page 3 of 3




Asyst offers a very competitive benefits package, which would be effective as of your date of hire.
A brief summary of those benefits is attached for your review. Please note that if an employee
requests medical and dental coverage, the employee is required to pay approximately 5% of the
employee premium, and if covering dependents, the employee is required to pay
approximately 15% of the dependent premium. Also, there is a 401K Plan available to employees
interested in tax-deferred income and investment options. The next sign-up period for the 401K Plan
is in the month of March, 2003. It is understood that all benefits are subject to change without
notification.



In order to protect our mutual employment rights, employment with Asyst is “at will”. It is not for
a specific term and can be terminated by yourself or by the Company at any time for any reason,
with or without cause. Any contrary representations which may have been made or which may be made
to you are superseded by this offer.



This offer is conditioned upon execution by you of the enclosed Proprietary Information Agreement.
You also must be able to provide appropriate identification establishing your right to work within
the United States. This offer is contingent upon satisfactory background and reference checks. If
you accept this offer, the terms described in this letter shall be the terms of your employment.
Any additions or modifications of these terms would have to be in writing and signed by yourself,
your immediate manager, and the Vice President of Human Resources.



Paula, we hope you will give our offer positive consideration, and we look forward to having
you as part of our team. If there are any questions or concerns, please contact myself or
Dorothy Jones, Sr. Director of Human Resources.



Sincerely,




	 	 	 	 	 	 	 
	/s/ Stephen S. Schwartz
 

Stephen S. Schwartz

	 	 
	 	/s/ Dorothy Jones
 

Dorothy Jones
	 	 
	President and CEO

	 	 	 	Sr. Director, Human Resources	 	 






Agreed and Accepted:



	 	 	 	 	 	 	 
	/s/ Paula Lu Priore
 

Paula Lu Priore

	 	 
	 	     10/7/02
 

Today’s Date
	 	 
	 
	     10/28/02
 
Date of Hire