exv10w55






Exhibit 10.55




[Asyst
Technologies, Inc. letterhead]




June 22, 2004




Tom Leitzke

1567 Dry Creek Rd.

Campbell, CA 95008




Dear Tom,



This letter is intended to confirm the terms of your offer of employment with Asyst Technologies,
Inc. (“Asyst”).



Asyst is pleased to offer you the position of VP Planning. In this position, you would report to
Warren Kocmond, Sr. VP, Worldwide Manufacturing Operations, and shall be responsible for
performing the key events/responsibilities outlined in the attached job description. In addition
to these basic duties, you would be expected to perform other job-related duties as assigned by
your manager.



Your primary job location would initially be at Asyst’s offices located in Fremont, California,
and at such other places as Asyst may direct over time. Your date of actual hire and commencement
of employment with Asyst would be determined upon acceptance of this offer.



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. You also would be expected at all times to abide by all
Asyst policies and procedures and legal or regulatory requirements applicable to your employment.



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 (before withholdings for applicable
taxes, benefits and other deductions). You would also be eligible to participate in periodic
performance appraisals in accordance with current company practice.



You will be eligible for paid time off (PTO) accrual, consistent with Asyst policies, as well as
customary or Company-declared “shut-down” periods.



Management Bonus Plan: You will be eligible to participate in the Company’s management
performance-based bonus plan for the current fiscal year ending March 31, 2005 (“FY 2005”), at a
target of 50% of your annual base salary conditioned upon 100% achievement of Company, team and
your individual objectives. I will meet with you during the first few weeks of your employment to
agree on your individual objectives for FY 2005. The performance-based bonus plan will be
structured in such a way that should you, your team and the Company exceed certain objectives
(which may include Company profitability objectives), your actual performance-based bonus payout
could be greater than the targeted payout amount noted above. The bonus is payable in Company
stock and/or cash, as determined by the Compensation Committee, and the bonus determination and
payout is currently expected in June 2005, after the completion of FY 2005 year-end close and
audit. The bonus amount to be paid will be pro rated to reflect the term of your employment during
FY2005.



 









 





Tom Leitzke

June 22, 2004

Page 2 of 3




A guaranteed portion of this FY 2005 target bonus in the amount of $50,000 will be payable to you
as of October 1, 2004, subject to your continuous employment in good standing through that date.
This bonus payment will be made through the normal payroll process, subject to customary and
designated withholdings, taxes, benefits and other deductions. If your FY05 bonus is calculated
to be more than $50,000, then this amount will be credited against and deducted from any
management performance-based bonus determined to be payable to you for the full FY 2005. If your
FY05 bonus is calculated to be less than $50,000, you will not be required to repay the
difference.



Additionally, in conjunction with your employment Asyst would offer you an option to purchase
50,000 shares of Asyst Common Stock. This option would be subject to approval by Asyst’s Board of
Directors, and subject to all terms and conditions of the specific Asyst option plan from which the
option would be issued. Once approved, the option would begin vesting on the grant date anniversary
(33 1/3%) and would continue vesting in conjunction with your continuing employment at a rate of 33
1/3% of the option grant per year, such that at the end of your third year of your continuous
employment the option shall have vested in full. The exercise price of the option shares will be
set as of the closing market price for Asyst Common Stock on the last trading day of the month in
which your grant is approved by Asyst’s Board of Directors.



Asyst offers what we feel is a very competitive benefits package, which would be available to
your upon your employment, A brief summary of those benefits is attached for your review. You
will need to review carefully the specific benefit plans to determine your specific eligibility
and the specific the terms and conditions applicable to any benefits. Please note that under
current benefit plan requirements, if an Asyst 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 401 K Plan available to employees interested in tax-deferred income
and investment options. It is understood that all benefits and plan terms and conditions are
subject to change without notification.




You understand and agree that Asyst may revoke or change this offer of employment at any time and
for any reason, without obligation or liability to you. You also understand and agree that if you
do accept employment with Asyst, your employment will at all times be “at will”. It is not for a
specific term and can be terminated by you or by the Company at any time, for any reason, with or
without cause and with or without notice. Any contrary representations, promises or assurances
which may have been made or which may be made to you, concerning any aspect of your employment,
are superseded by this offer and of no binding effect on Asyst. Any additions or modifications of
these terms would have to be in writing and signed by yourself, your prospective manager, and the
Sr. Director of Human Resources.



You also must be able to provide appropriate identification establishing your identity and legal
right to work within the United States, and complete and return a form I-9 within the first three
(3) days of your employment. This offer is also contingent upon satisfactory background and
reference checks. In this regard, you will be asked to consent to Asyst obtaining such background
information and references as it deems reasonably necessary, including confirmation of your past
employment history, Social Security verification and Criminal background.



 









 






Tom Leitzke

June 22, 2004

Page 3 of 3




As a further condition of our offer and your initial and continuing employment with Asyst, you
will be expected to sign and comply with certain agreements and all Asyst policies and procedures,
concerning benefits, confidential information, assignment of inventions, arbitration of disputes,
business conduct, among others. In this regard, you will be asked to sign and return in
conjunction with your acceptance of this offer the enclosed Proprietary Information Agreement,
Agreement to Arbitrate Disputes and Claims, and Code of Business Conduct. These agreements, and
the additional policies and procedures applicable to you at all times during employment with
Asyst, contain important conditions effecting your employment and your legal rights in general.
Please read and review them carefully and feel free to consult with your attorney or other advisor
concerning their terms, significance and effect on you.



We hope you will give our offer positive consideration, and we look forward to having you as part
of our team. If this offer is acceptable, please sign, date and return this letter, along with the
enclosed additional documents to Human Resources.



If there are any questions or concerns, please contact myself or Dorothy Jones, Sr. Director of
Human Resources.



Sincerely,




	 	 	 	 	 	 	 
	/s/ Warren Kocmond
 

Warren Kocmond

	 	 
	 	/s/ Dorothy Jones
 

Dorothy Jones
	 	 
	Sr. VP, Worldwide Manufacturing Operations

	 	 	 	Sr. Director, Human Resources	 	 






Agreed and Accepted:




I understand and agree to the terms and conditions of this offer of employment with Asyst
Technologies, Inc. I also specifically understand that Asyst may revoke this offer at any time,
and for any reason, prior to my actual commencement of employment and without obligation or
liability to me, and that my continuing employment thereafter with shall be “at will”, subject to
my compliance with all policies or procedures in effect, and terminable by me or by Asyst at any
time, for any reason, with or without cause and with or without notice.



	 	 	 	 	 	 	 
	/s/ Tom Leitzke
 

Tom Leitzke

	 	 
	 	      6-28-04
 

Date
	 	 
	 
	August 1, 2004
 
[intended start date]

	
 



	 	 
	 	 	 







			
	Attachments:	 	Proprietary Information Agreement

Agreement to Arbitrate Disputes and Claims

Code of Business Conduct