exv10w61






Exhibit 10.61




Amended & Restated

ASYST TECHNOLOGIES, INC.

INDEMNITY AGREEMENT




     This Indemnity Agreement (“Agreement”) is made and entered effective as of the December 31,
2008, by and between Asyst Technologies, Inc., a California corporation (the “Corporation”), and
[___] (“Indemnitee”).



RECITALS




          Whereas, it is essential to the Corporation to retain and attract as directors and
officers the most capable persons available;




          Whereas, Indemnitee is a director and/or officer of the Corporation;




          Whereas, both the Corporation and Indemnitee recognize the increased risk of
litigation and other claims currently being asserted against directors and officers of
corporations;




          Whereas, the shareholders of the Corporation have adopted provisions in the Articles
of Incorporation (the “Articles”) and the Bylaws (the “Bylaws”) of the Corporation providing for
the indemnification of the directors, executive officers, officers, employees and other agents of
the Corporation, including persons serving at the request of the Corporation in such capacities
with other corporations or enterprises, as authorized by the California Corporations Code, as
amended;




          Whereas, the Articles, the Bylaws and the California Corporations Code, by their
non-exclusive nature, permit contracts between the Corporation and its directors, executive
officers, officers, employees, agents and other affiliates with respect to indemnification of such
persons; and




          Whereas, in recognition of Indemnitee’s need for (i) substantial protection against
personal liability based on Indemnitee’s reliance on the aforesaid Articles and Bylaws, (ii)
specific contractual assurance that the protection promised by the Bylaws will be available to
Indemnitee (regardless of, among other things, any amendment to or revocation of the Bylaws or any
change in the composition of the Corporation Board of Directors or acquisition transaction relating
to the Corporation), and (iii) an inducement to continue to provide effective services to the
Corporation as a director and/or officer, the Corporation wishes to provide in this Agreement for
the indemnification of and the advancing of expenses to Indemnitee to the fullest extent (whether
partial or complete) permitted under California law and as set forth in this Agreement, and, to the
extent insurance is maintained, to provide for the continued coverage of Indemnitee under the
Corporation’s directors’ and officers’ liability insurance policies.



Now, Therefore, the parties hereto agree as follows:




AGREEMENT




     1. Services to the Corporation. Indemnitee will continue to serve, at the will of
the Corporation or under separate contract, if any such contract exists, as a director, executive
officer, officer, executive, employee, agent or other fiduciary of the Corporation or an affiliate
thereof (including any employee benefit plan of the Corporation) faithfully and to the best of
Indemnitee’s ability so long as Indemnitee is duly appointed, elected or employed and qualified in
accordance with the provisions of the Bylaws or other applicable charter documents of the
Corporation or such affiliate; provided, however, that Indemnitee may at any time and for any
reason resign from such position (subject to any contractual obligation that Indemnitee may have
assumed apart from this Agreement) and that the Corporation or any affiliate shall have no
obligation under this Agreement to continue Indemnitee’s office, employment, agency, service or
affiliation in any such position (or at all).



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     2. Indemnity. Subject to a determination pursuant to Section 7 hereof, and except
and to the extent as specifically excluded in Section 3 hereof, the Corporation hereby agrees fully
to defend, hold harmless and indemnify Indemnitee:



          a. against any and all expenses (including attorneys’ fees), witness fees, damages, judgments,
fines and amounts paid in settlement, and any other amounts that Indemnitee becomes legally
obligated to pay because of any claim or claims made against Indemnitee (“Expenses”) in connection
with any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
arbitrational, administrative, regulatory or investigative (including an action, suit or proceeding
by or in the right of the Corporation) to which Indemnitee is, was or at any time becomes a party,
or is threatened to be made a party, by reason of the fact that Indemnitee (x) is, was or at any
time becomes a director, executive officer, officer, executive, employee, agent or other fiduciary
of the Corporation or an affiliate thereof (including any employee benefit plan of the
Corporation), or (y) is or was serving or at any time served or serves at the request of the
Corporation as a director, executive officer, officer, executive, employee, agent or other
fiduciary of the Corporation or an affiliate thereof (including any employee benefit plan of the
Corporation), of another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise (“Indemnifiable Event”); and




          b. otherwise to the fullest extent not prohibited by the Articles, the Bylaws, the Code or any
other law, statute or administrative or regulatory rule then applicable to the Corporation.




     3. Limitations on Indemnity. The Corporation will not defend, hold harmless
or indemnify Indemnitee, and has no obligation, duty or liability whatsoever to Indemnitee,
hereunder or otherwise, with respect to and to the extent of any claim or claims made in connection
with the matters set forth in subsections (a) through (k) (whether the Corporation has provided
Indemnitee notice of such matters or whether the Corporation has suspended or terminated
Indemnitee’s employment on the basis of any such matters):



          a. on account of any claim against Indemnitee for an accounting of profits made from the
purchase or sale by Indemnitee of securities of the Corporation, pursuant to the provisions of
Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions
of any federal, state or local statutory law;




          b. on account of Indemnitee’s conduct from which Indemnitee derived an improper personal
benefit or gain;




          c. on account of Indemnitee’s conduct contrary to the best interests of the Corporation or its
shareholders or that involved the absence of good faith on the part of Indemnitee;




          d. on account of Indemnitee’s conduct that constituted intentional misconduct or a knowing and
culpable violation of law;




          e. on account of Indemnitee’s conduct that showed a reckless disregard for the Indemnitee’s
duty to the Corporation or its shareholders in circumstances in which Indemnitee was aware, or
should reasonably have been aware, in the ordinary course of performing Indemnitee’s duties, of a
risk of serious or intended harm to the Corporation or its shareholders;




          f. on account of Indemnitee’s conduct that constituted a pattern of inattention that amounted
to an abdication of the Indemnitee’s duty to the Corporation or its shareholders;




          g. on account of Indemnitee’s conduct which constituted a violation of the Indemnitee’s duties
under Sections 310 or 316 of the California Corporations Code;




          h. for which payment is actually made to Indemnitee under a valid and collectible insurance
policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of
any excess beyond payment under such insurance, clause, bylaw or agreement;



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          i. if indemnification is not lawful under law, statute or administrative rule or governmental
regulation or order applicable to the Corporation, including the California Corporations Code, as
amended (collectively, the “Code”) (and, in this respect, both the Corporation and Indemnitee have
been here advised that the Securities and Exchange Commission believes that indemnification for
liabilities arising under the federal securities laws is against public policy and is, therefore,
unenforceable and that claims for indemnification should be submitted to appropriate courts for
adjudication);




          j. with respect to any claim by or in the right of the Corporation:




               i. if the Indemnitee is adjudged to be liable to the Corporation in performance of the
Indemnitee’s duty to the Corporation and its shareholders, unless and only to the extent that the
court in which such claim is or was pending shall determine upon application that, in view of all
of the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for
expenses, and then only to the extent and in the event that the court shall determine;



               ii. for expenses incurred in defending a pending claim which is settled or otherwise disposed
of without court approval; or



               iii. for amounts paid in settling or otherwise disposing of a pending claim without court
approval; and



          k. to the extent, but only to the extent, that indemnification with respect to such claim (x)
would be inconsistent with the Articles or Bylaws, or a resolution of the shareholders or agreement
of the Corporation prohibiting or otherwise limiting such indemnification and in effect at the time
of the accrual of the action or (y) would be inconsistent with any condition expressly imposed by a
court or administrative or regulatory authority or agency having competent jurisdiction over the
Corporation or a relevant aspect of the Corporation’s operations in approving a settlement, unless
Indemnitee has been successful on the merits or unless the indemnification has been approved by the
shareholders of the Corporation in accordance with Section 153 of the California Corporations Code
(with the shares of the Indemnitee not being entitled to vote thereon).



Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to
indemnification pursuant to this Agreement in connection with any proceeding initiated by
Indemnitee against, or any proceeding between Indemnitee and, the Corporation or its directors,
executive officers, officers, employees or other agents, unless (i) such indemnification is
expressly required by law to be provided by the Corporation, (ii) such indemnification was
authorized by the Board of Directors of the Corporation, (iii) the Corporation has joined in or the
Board has authorized the initiation of such proceeding (iv) such indemnification is provided by the
Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the
Code, or (v) the proceeding is one to enforce indemnification rights as provided in Section 5,
below.




     4. Continuation of Indemnity. All agreements, obligations and liabilities of the
Corporation contained herein shall continue during the period Indemnitee is a director, executive
officer, officer, executive, employee, agent or other fiduciary of the Corporation or an affiliate
thereof (including any employee benefit plan of the Corporation) (or is serving or had served at
the request of the Corporation as a director, executive officer, officer, executive, employee,
agent or other fiduciary of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise) and shall continue thereafter so long as Indemnitee shall be
subject to any possible claim or threatened, pending or completed action, suit or proceeding,
whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that
Indemnitee had served in the capacity referred to herein.



     5. Notification and Defense of Claim. Not later than thirty (180) days after receipt
by Indemnitee of notice of the commencement of any Indemnifiable Event asserting an indemnified
matter for which Indemnitee seeks the benefits or protections provided under this Agreement,
Indemnitee will, if a claim for indemnification under this Agreement in respect thereof is to be
made against the Corporation, provide written notice to the Corporation of the commencement thereof
in reasonably sufficient detail to demonstrate the facts and circumstances establishing an



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Indemnifiable Event. Failure to provide the Corporation with reasonably prompt and timely notice
will relieve it from any obligation or liability whatsoever which the Corporation may have to
Indemnitee under this Agreement. Within sixty (60) days of receipt of any such timely notice, the
Corporation will provide notice to Indemnitee in writing to indicate whether and to what extent it
will provide indemnification under this Agreement. With respect to any such Indemnifiable Event as
to which Indemnitee notifies the Corporation of the commencement thereof:



          a. the Corporation will be entitled to participate therein at its own expense.




          b. except as otherwise provided below, the Corporation may, at its option and jointly with any
other indemnifying party similarly notified and electing to assume such defense, assume the defense
thereof, with counsel chosen by the Corporation but reasonably satisfactory to Indemnitee. After
written notice from the Corporation to Indemnitee of its election to assume the defense thereof,
the Corporation will not be liable to Indemnitee under this Agreement for any legal or other
expenses subsequently incurred by Indemnitee in connection with the defense thereof except for
reasonable costs of investigation or otherwise, as provided below. Indemnitee shall have the right
to employ separate counsel in such action, suit or proceeding, but the fees and expenses of such
counsel incurred after notice from the Corporation of its assumption of the defense thereof shall
be at the sole expense and liability of Indemnitee, without right or recourse against the
Corporation, unless and to the extent: (i) the employment of counsel by Indemnitee has been
authorized in writing by the Corporation or (ii) the Corporation shall not in fact have employed
counsel to assume the defense of such action, in each of which cases the fees and expenses
reasonably and actually incurred of Indemnitee’s separate counsel shall be at the expense of the
Corporation.




          c. the Corporation shall not be liable to indemnify Indemnitee under this Agreement for any
amounts paid in settlement of any action, suit or proceeding claim effected by Indemnitee or any
third party without the Corporation’s written consent. The Corporation shall be permitted to
settle any action, suit or proceeding with respect to an indemnified matter, except that it shall
not settle any action, suit or proceeding in any manner which would impose any penalty or
limitation on Indemnitee without Indemnitee’s written consent, which may be given or withheld in
Indemnitee’s sole discretion.




          d. it shall be a defense to any action brought by Indemnitee against the Corporation to
enforce this Agreement that it is not permissible under applicable law for the Corporation to
indemnify Indemnitee for the amount claimed.




          e. for purposes of this Agreement, the termination of any claim, action, suit or proceeding,
by judgment, order, settlement (whether with or without court approval), conviction or upon a plea
of nolo contendere or its equivalent, shall not create a presumption that Indemnitee did not meet
any particular standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by applicable law. For purposes of any determination of good
faith under any applicable standard of conduct, Indemnitee shall be deemed to have acted in good
faith if Indemnitee’s action is based on the records or books of account of the Corporation,
including financial statements, or on information supplied to Indemnitee by the officers of the
Corporation in the course of their duties, or on the advice of legal counsel for the Corporation or
the Board or counsel selected by any committee of the Board or on information or records given or
reports made to the Corporation by an independent certified public accountant or by an appraiser,
investment banker, compensation consultant, or other expert selected with reasonable care by the
Corporation or the Board or any committee of the Board. The provisions of the preceding sentence
shall not be deemed to be exclusive or to limit in any way the other circumstances in which the
Indemnitee may be deemed to have met the applicable standard of conduct.




          f. if Indemnitee has provided timely written notice to the Corporation of an Indemnifiable
Event in accordance with this Section 5, and the Corporation fails to respond in writing within
sixty (60) days thereafter, then Indemnitee shall have the right to enforce its indemnification
rights under this Agreement. The Corporation hereby consents to service of process and to appear
in any such proceeding. The Corporation shall be precluded from asserting in any such proceeding
that the procedures and presumptions of this Agreement are not valid, binding and enforceable and
shall stipulate in any such court that the Corporation is bound by all the provisions of this



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Agreement. The remedy provided for in this Section 5 shall be in addition to any other
remedies available to Indemnitee at law or in equity.




     6. Expenses. The Corporation shall advance, prior to the final disposition of any
proceeding, promptly following request therefor, all expenses actually and reasonably incurred by
Indemnitee in connection with such proceeding within thirty (30) days of receipt of a written
undertaking by or on behalf of Indemnitee to repay said amounts if it shall be determined
ultimately that Indemnitee is not entitled to be an Indemnifiable Event or indemnifiable under the
provisions of this Agreement, the Bylaws, the Articles, the Code or otherwise. Notwithstanding the
foregoing, unless otherwise determined pursuant to Section 7, no advance shall be made by the
Corporation if a determination is reasonably and promptly made by the Board of Directors by a
majority vote of a quorum comprising the then-serving directors who are not parties to the
proceeding (or, if no such quorum exists, by independent legal counsel mutually acceptable to both
the Corporation and Indemnitee in a written opinion) that the facts known to the decision-making
party at the time such determination is made that such person acted in bad faith or in a manner
that such person did not believe to be in the best interests of the Corporation and its
shareholders, or that the claim is not an indemnified matter hereunder.



          a. The Corporation shall indemnify Indemnitee against any and all Expenses that are incurred
by Indemnitee in connection with any action brought by Indemnitee for (i) indemnification or
advance payment of Expenses by the Corporation under this Agreement or any other agreement or under
applicable law or the Corporation’s Articles or Bylaws now or hereafter in effect relating to
indemnification for Indemnifiable Events, regardless of whether Indemnitee is ultimately successful
in such action, unless as a part of such action a court of competent jurisdiction over such action
determines that the material assertions made by Indemnitee as a basis for such action was not made
in good faith or was frivolous; and/or (ii) recovery under directors’ and officers’ liability
insurance policies maintained by the Corporation; but only in the event that Indemnitee ultimately
is determined to be entitled to such indemnification or insurance recovery, as the case may be.




          b. Notwithstanding the foregoing, to the extent the Indemnitee has been successful on the
merits or otherwise in the defense of any proceeding which constitutes an Indemnifiable Event under
this Agreement, Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by Indemnitee in connection therewith. This section shall not apply to any claim made by
Indemnitee for which indemnity is excluded pursuant to this Agreement.




          c. If Indemnitee is entitled under any provision of this Agreement to indemnification by the
Corporation for some or a portion of Expenses, but not, however, for the total amount thereof, the
Corporation shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is
entitled.




     7. Determination by the Corporation. To the extent required by the Code, promptly
after receipt of a request for indemnification hereunder made by Indemnitee (and in any event
within 90 days from such request), the Corporation shall make a reasonable, good faith
determination as to whether indemnification of Indemnitee is proper under the Code by means of:



          a. a majority vote of a quorum comprising the then-serving directors who are not parties to
such proceeding;




          b. if such quorum is not obtainable, by independent legal counsel in a written opinion; or




          c. approval or ratification by the affirmative vote of a majority of the shares of the
Corporation represented and voting at a duly held meeting at which a quorum is present (which
shares voting affirmatively also constitute at least a majority of the required quorum) or by
written consent of a majority of the outstanding shares entitled to vote; where in each case the
shares owned by the person to be indemnified shall not be considered entitled to vote thereon.



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Such determination shall be reasonably made in good faith by the decision-making party based upon
the facts known to the decision-making party at the time such determination is made and the
reasonable understanding of the decision-making party of the scope and limits of this Agreement and
the respective rights and obligations of the Corporation and Indemnitee hereunder.




     8. Enforcement by Arbitration Only. Any right to indemnification or advances granted
by this Agreement to Indemnitee, and any other dispute between Indemnitee and the Corporation
arising from or relating to any right or obligation hereunder, shall be resolved exclusively by
binding non-appealable arbitration under the auspices of the American Arbitration Association
(“AAA”), and pursuant to the AAA civil arbitration and discovery rules then in-effect.



          a. neither the Corporation nor Indemnitee shall be liable to, or entitled to recover from, the
other, for any claim, cause or action, suit or proceeding relating to any right or obligation
hereunder, any incidental, special, consequential or exemplary damages of any kind, including
punitive damages. The Corporation shall be entitled to raise by pleading as an affirmative defense
to any action for which a claim for indemnification is made hereunder that Indemnitee is not
entitled to indemnification.




          b. the arbitrator also will not have jurisdiction or authority to award attorneys’ fees or
costs to either party for any claim, cause, action, suit or proceeding unless and to the extent a
statute at issue which is the basis for the claim, cause, action, suit or proceeding expressly
authorizes the award of attorneys’ fees and costs to the prevailing party. In this instance only,
the arbitrator shall have the authority to make an award only of reasonable attorneys’ fees and
costs to the prevailing party, and to the extent and in the manner permitted by the statute
applicable to such claim, cause, action, suit or proceeding; however, any award of fees and costs
will be limited to the amount of reasonable fees and costs actually incurred and which bear a
reasonable relation to the prevailing party’s actual recovery.




          c. neither the failure of the Corporation (including its Board of Directors, its shareholders
or independent legal counsel) to have made a determination prior to the commencement of such
enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual
determination by the Corporation (including its Board of Directors, its shareholders or independent
legal counsel) that such indemnification is improper shall be a defense to the action, be
admissible as evidence of an intention or expectation of indemnity hereunder, or create a
presumption that Indemnitee is or is not entitled to indemnification under this Agreement or
otherwise.




          d. in the event entered between the parties (and as thereafter amended from time to time), the
terms and conditions of the Agreement to Arbitrate Disputes and Claims shall govern such
arbitration, be binding on the Corporation and Indemnitee, shall be deemed incorporated herein by
reference as a material part of this Agreement, and (to the extent expressly contrary) shall
supersede the foregoing.




     9. Subrogation. In the event of payment under this Agreement, the Corporation shall
be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who
shall execute all documents required and shall do all acts that may be necessary to secure such
rights and to enable the Corporation effectively to bring suit to enforce such rights.



     10. Liability Insurance. For the duration of Indemnitee’s service as a director
and/or officer of the Corporation, and thereafter for so long as Indemnitee shall be subject to any
pending or possible Indemnifiable Event by reason of (or arising in part out of) an Indemnifiable
Event, the Corporation shall use commercially reasonable efforts (taking into account the scope and
amount of coverage available relative to the cost thereof) to cause to be maintained in effect
policies of directors’ and officers’ liability insurance providing coverage for directors and/or
officers of the Corporation that is at least substantially comparable in scope and amount to that
provided by the Corporation’s current policies of directors’ and officers’ liability insurance.
Notwithstanding the foregoing, the Corporation shall not be required to maintain said policies of
directors’ and officers’ liability insurance during any time period in which such insurance is not
reasonably available or if it is determined in good faith by the then directors of the Corporation
either that: (a) the premium cost of such insurance is substantially disproportionate to the



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amount of coverage provided thereunder, or (b) the protection provided by such insurance is so
limited by exclusions, deductions or otherwise that there is insufficient benefit to warrant the
cost of maintaining such insurance.



     11. Non-Exclusivity of Rights. The rights conferred on Indemnitee by this
Agreement shall not be exclusive of any other right which Indemnitee may have or hereafter acquired
under any statute, provision of the Code or of the Articles or Bylaws, agreement, vote of
shareholders or directors, or otherwise, both as to action in his official capacity and as to
action in another capacity while holding office.



     12. Survival of Rights.



          a. The rights conferred on Indemnitee by this Agreement shall continue after Indemnitee has
ceased to be a director, executive officer, officer, executive, employee, agent or other fiduciary
of the Corporation or an affiliate thereof (or to serve at the request of the Corporation as a
director, executive officer, officer, executive, employee, agent or other fiduciary of another
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise), and
shall inure to the benefit of Indemnitee’s heirs, executors and administrators.




          b. The Corporation shall require and cause any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or
assets of the Corporation, expressly to assume and agree. by written agreement in form and
substance satisfactory to Indemnitee, to perform this Agreement in the same manner and to the same
extent that the Corporation would be required to perform if no such succession had taken place. The
indemnification provided under this Agreement shall continue as to Indemnitee for any action taken
or not taken while serving in an indemnified capacity pertaining to an Indemnifiable Event even
though Indemnitee may have ceased to serve in such capacity at the time of any proceeding, and
shall continue thereafter so long as Indemnitee shall be subject to any possible claim or
threatened, pending or completed action, suit or proceeding, whether civil or criminal,
arbitrational, administrative or investigative, by reason of the fact that Indemnitee was serving
in the capacity referred to herein..




     13. Severability/Separability.



          a. Each of the provisions of this Agreement is a separate and distinct agreement and
independent of the others. Accordingly, if any provision (or portion thereof) of this Agreement
shall be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable,
(a) the remaining provisions shall remain enforceable to the fullest extent permitted by law; (b)
such provision or provisions shall be deemed reformed to the extent necessary to conform to
applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the
fullest extent possible, the provisions of this Agreement (including, without limitation, each
portion of this Agreement containing any provision held to be invalid, void or otherwise
unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, void or unenforceable.




          b. If this Agreement shall be invalidated in its entirety on any ground, then the Corporation
shall nevertheless indemnify Indemnitee to the fullest extent provided by the Articles, the Bylaws,
the Code or any other applicable law.




     14. No Duplication of Payments. The Corporation shall not be liable under this
Agreement to make any payment in connection with any claim made against Indemnitee to the extent
Indemnitee has otherwise received payment (under any insurance policy, Bylaw or otherwise) of the
amounts otherwise indemnifiable hereunder.



     15. Governing Law/Jurisdiction/Venue. This Agreement shall be interpreted
and enforced in accordance with the laws of the State of California as if a contract entered into
in California, between California residents and to be performed entirely within California. The
Indemnitee and the Corporation intend that any disputes arising from or relating to any right or
obligation hereunder be resolved exclusively by binding non-appealable arbitration, as provided in
Section 8. However, if for any reason a party should otherwise be required to commence litigation
in a civil proceeding, the Corporation and Indemnitee hereby irrevocably and unconditionally (i)
agree that



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any action or proceeding arising out of or in connection with this Agreement may be brought in
the Superior Courts of the State of California, (ii) consent to submit to the jurisdiction of the
Superior Courts of the State of California for purposes of any action or proceeding arising out of
or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such
action or proceeding in the Superior Courts of the State of California, and (iv) waive, and agree
not to plead or to make, any claim that any such action or proceeding brought in the Superior
Courts of the State of California has been brought in an improper or inconvenient forum.



     16. Amendment and Termination; Waiver. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.
No waiver of any of the provisions of this Agreement shall be binding unless in the form of a
writing signed by the party against whom enforcement of the waiver is sought, and no such waiver
shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such
waiver constitute a continuing waiver. Except as specifically provided herein, no failure to
exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver
thereof.



     17. Contribution. To the fullest extent permissible under applicable law, whether or
not the indemnification provided for in this Agreement is available to Indemnitee for any reason
whatsoever, the Corporation shall pay all or a portion of the amount that would otherwise be
incurred by Indemnitee for Expenses in connection with any claim relating to an Indemnifiable
Event, as is deemed fair and reasonable in light of all of the circumstances of such proceeding in
order to reflect (i) the relative benefits received by the Corporation and Indemnitee as a result
of the event(s) and/or transaction(s) giving cause to such proceeding; and/or (ii) the relative
fault of the Corporation (and its directors, officers, employees and agents) and Indemnitee in
connection with such event(s) and/or transaction(s).



     18. Identical Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original but all of which
together shall constitute but one and the same Agreement.



     19. Headings. The headings of the sections of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or to affect the
construction hereof.



     20. Notices. All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given (i) upon delivery if delivered by hand to
the party to whom such communication was directed or (ii) upon the third business day after the
date on which such communication was mailed if mailed by certified or registered mail with postage
prepaid:




	 	a.	 	if to Indemnitee, at the address indicated below Indemnitee’s signature
hereunder (or such last address provided by Indemnitee to the Corporation).
	 
	 	b.	 	if to the Corporation, to




Asyst Technologies, Inc.

46897 Bayside Parkway

Fremont, CA 94538

Attn: Chief Executive Officer

          General Counsel



or to such other address as may have been later furnished to Indemnitee by the Corporation.




     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the
day and year first above written.



ASYST TECHNOLOGIES, INC.




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	 	By:  	                       /s/ Stephen S. Schwartz
 	 
	 	 	Stephen S. Schwartz 	 
	 	 	Chief Executive Officer
Chair, Board of Directors 
	 
	 	         INDEMNITEE

 	 
	 	  	 	 
	 	 	 	 
	 	 	 	 
	 



Address:




Asyst D&O Indemnification Agreement




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