exv10w11






Exhibit 10.11




Contract of Employment for a Managing Director




By and between




Mr. Ralf Wuellner




Basteistrasse 16




01277 Dresden




Germany



(Hereinafter “Managing Director”)




And




Brooks Automation (Germany) Holding GmbH




Goeschwitzer Strasse 25




07745 Jena




Germany




(Hereinafter “Company”)




(Managing Director and Company together “the Parties”)




§1

Responsibilities and Obligations





	1.	 	Mr. Ralf Wuellner is Managing Director of the Company; for purposes internal to the parent
company of the Company, Brooks Automation Inc. (in the following “Brooks”), and its affiliated
companies, he holds the title of “Senior Vice President, Global Customer Operations Group
(Sales and Field Service)”. The Managing Director will be responsible for all of the sales,
regional










 



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	 	 	engineering, customer support and service activities of Brooks under a unified management
structure. He will continue to function as President Europe.






The Managing Director shall represent the Company in accordance with the statutes and the
articles of incorporation as well as with the resolutions of the shareholders. With
respect to the employees of the Company, he shall exercise rights and obligations in
accordance with statutory rules.




	2.	 	The Company may appoint further managing directors. The allocation of responsibilities
among the Managing Director and such other managing directors shall from time to time be determined
by the shareholders.
	 
	3.	 	The Managing Director shall conduct the business of the Company in its best interest
and in accordance with the statutes, the articles of incorporation, a management ordinance, if
any, and the instructions of the shareholders. Upon further notice, authorized contact for binding
instructions is the President / Chief Executive Officer of Brooks.
	 
	4.	 	The Managing Director is obliged to place his entire capacity to work and all of his
professional knowledge and know-how in the service of the Company. Any unpaid or gainful side
employment, honorary offices as well as memberships in supervisory boards, advisory boards and other
mandates of such type shall require the prior written consent of the shareholders.





§2

Term





	1.	 	This Contract shall be in effect for an indefinite period of time.
	 
	2.	 	Either Party may terminate this Contract by written notice with a notice period of one
(1) month,
such notice being effective as of the end of each calendar month.
	 
	3.	 	This Contract shall terminate without any notice on the expiration of the month in
which the Managing Director reaches the age required for applicability of standard old-age pension.






Additionally, this Contract shall terminate at the end of the month, in which an official
letter is served to the Managing Director by the competent Social Insurance Authorities,
stating that the









 



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Managing Director is permanently disabled. In case corresponding pension payments
are postponed, the employment ends on the last day before the start of the respective pension
payments.




In case of death of the Managing Director or termination of this Contract under this para. 3,
the Managing Director or his heirs are not entitled to any severance payment under this
Section 2.




	4.	 	The Managing Director’s appointment as managing director of the Company may be cancelled in
accordance with the applicable statutory provisions. The revocation of the appointment as
managing director of the Company shall be deemed to be a termination of this Contract effective at the
next possible date.
	 
	5.	 	Irrespective of the Managing Director’s appointment as managing director of the Company this
Contract shall automatically terminate in the event that the Managing Director enters into an
employment agreement with the Company’s parent company, Brooks Automation Inc., USA. In
case of such termination the Managing Director is not entitled to any severance payment under
this Section 2. Para. 6. and 7. of this Section shall not be applicable in such event.
	 
	6.	 	The Managing Director shall receive a severance payment by the Company (the “Severance”) only
in the event that this Contract is terminated under the following conditions:






	 	a.	 	Termination by the Managing Director by way of a justified and legitimate
termination for cause with or without notice along the lines of Section 626 German Civil
Code (Kündigung aus wichtigem Grund) given that the reason for such termination for cause
lies with the Company and is one of the following:






	 	aa.	 	a material breach of this Agreement by the Company (“vorsätzliche oder
grob fahrlässige Vertragsverletzung”);
	 
	 	bb.	 	a diminution of the Managing Director’s responsibilities and authority
resulting in responsibilities and authority in material respects inconsistent with
the responsibilities and authority of the role of Senior Vice President, Global
Customer Operations Group (Sales and Field Service) and Managing Director of the
Company;
	 
	 	cc.	 	a reduction of the Current Base Salary or of any material employee
benefit enjoyed by the Managing Director unless all senior executives of the
Company and / or Brooks suffer a substantially similar reduction or failure;
	 
	 	dd.	 	the failure of the Company to obtain the assumption in writing of its
obligation to perform this Contract by any successor to all or substantially all
of the assets of the Company within 15 days after a merger, consolidation, sale of
assets or similar transaction.










 



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	 	b.	 	Termination by the Company for any reason other than






	 	aa.	 	an Important Reason. For purposes of this Contract, “Important Reason” shall
mean the occurrence of any of the following events, irrespective of such Important Reason
also constituting a justification for a termination for cause along the lines of
Section 626 German Civil Code (Kündigung aus wichtigem Grund):






	 	(i)	 	Managing Director’s conviction of any misdemeanor
involving moral turpitude or any felony;
	 
	 	(ii)	 	fraud, embezzlement, or similar act of dishonesty,
unauthorized disclosure, attempted disclosure, use or attempted use of
confidential information; acts prejudicial to the interest or reputation of
the Company and / or Brooks; or falsification, concealment or distortion of
management information;
	 
	 	(iii)	 	material misrepresentation in connection with the
Managing Director’s application for employment with the Company;
	 
	 	(iv)	 	conduct by the Managing Director constituting an act of
moral turpitude, or of physical violence while on duty;
	 
	 	(v)	 	Managing Director’s willful failure or refusal to perform
the duties on behalf of the Company which are consistent with the scope and
nature of the Managing Director’s responsibilities, or otherwise to comply
with a lawful directive or policy of the Company, including without
limitation, the Company’s or Brooks’ Standards of Conduct as then in effect
as published on the Company’s or Brooks’ internal website;
	 
	 	(vi)	 	any act of gross negligence, gross corporate waste or
disloyalty by the Managing Director to the Company or the commission of any
intentional tort by the Managing Director against the Company;
	 
	 	(vii)	 	Managing Director being found liable in any SEC or other civil or criminal
securities law action, or entering any cease and desist order with respect to such
action (regardless of whether or not he admits or denies liability); or
	 
	 	(viii)	 	a material breach of this Contract or the agreements referenced herein by the
Managing Director;






	 	bb.	 	a person or behavior related reason along the lines of the German
Employment Protection Act (personen- oder verhaltensbedingter Grund in
entsprechender Anwendung der Grundsätze des Kündigungsschutzgesetzes, KSchG) or
	 
	 	cc.	 	by way of a justified and legitimate termination for cause with or
without notice along the lines of Section 626 German Civil Code (Kündigung aus
wichtigem Grund).






	7.	 	The Severance shall be in the amount of one (1) fixed annual gross salary according to
Section 3 para. 1 of this Contract and shall be payable in 12 equal monthly installments at
the end of each calendar month (First Severance Period). The Managing Director shall also
receive an amount equal






 











 




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to the unpaid portion of the Managing Director’s bonus according to Section 3 para. 2 for the
fiscal year that includes the date of the termination according to para. 6 (and to the extent
earned but unpaid, for the completed fiscal year immediately preceding the termination
according to para. 6, prorated for the number of days that the Managing Director is actually
employed by the Company in such fiscal year, and payable at the same time that payment of
annual bonuses are paid to other senior executives of the Company, as well as an amount equal
to the value of the Managing Director’s accrued but unused vacation as of the termination
according to para. 6.




The First Severance Period may be extended according to the following (the extension
hereinafter called the “Second Severance Period”):




If the Managing Director has not found a full-time comparable executive position with another
employer during the First Severance Period, the Company will extend the monthly payments on a
month to month basis until the earlier to occur of (A) one (1) additional year (12 additional
monthly payments) or (B) the date the Managing Director secures full-time employment, in each
case subject only to the Managing Director’s obligation to inform in writing the Company’s
Human Resources Department that the Managing Director’s search for replacement employment is
ongoing and continuing in good faith and utmost but reasonable effort. Said notice from
Managing Director shall be made on the 15th of the month commencing with the last month of
the First Severance Period and monthly thereafter as applicable. Payments to the Managing
Director during the Second Severance Period shall be reduced by the amount of income earned
by the Managing Director from employment or consulting arrangements with any other person or
business entity.




	8.	 	Any and all payments by the Company under this Section are and shall be specifically
conditioned
upon full compliance by the Managing Director with all elements of the Employee
Non-Solicitation
and Proprietary Information Agreement entered into by the Managing Director and Brooks.
	 
	9.	 	Any and all claims for any payments by the Company under this Section are and shall further
be
specifically under the condition precedent that in case of a termination entitling the
Managing
Director to the Severance (para. 6. and 7.)






	 	a.	 	the Managing Director shall explicitly waive with immediate effect to all other
known and
unknown claims resulting from all other known and unknown legal relations existing
between
the Company and the Managing Director and
	 
	 	b.	 	the Managing Director shall explicitly waive to bring an action against the Company
or
Brooks with respect to the termination (by the Company), or to bring any other action
(in
particular an action for payment) which is directly or indirectly related to or raised
against the
termination (by the Company).
















 



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	10.	 	Unless otherwise agreed upon in before mentioned para. 6 as regards the conditions of the
Severance, the statutory provisions relating to termination for cause shall remain unaffected.






	11.	 	Brooks shall guarantee all obligations related to this Contract in case the Company is not
able to
fulfill this contact.





§3

Remuneration





	1.	 	The Managing Director shall receive a fixed annual gross salary in the amount of





215,000 EURO




(in words: two hundred fifteen thousand EURO)





which shall be payable in 12 equal monthly installments at the end of each calendar month. The
appropriateness of the annual remuneration shall be reviewed each year.




	2.	 	In addition, the Managing Director shall be eligible to receive bonus compensation according
to the
provisions of the Brooks’ Senior Management Incentive Compensation Program. The amount of the
targeted bonus compensation shall be at the discretion of Brooks but the targeted bonus
percentage
will not be inconsistent with other Senior Vice Presidents.






	3.	 	The payment of any additional allowances, bonuses, gratuity and comparable benefits shall be
voluntary. Even repeated payments shall not create any legal claim for the Managing Director,
neither in respect to their cause or amount, nor for the past or the
future.
	 
	4.	 	The Company is obliged to insure the Managing Director at the Company’s own cost by way of a
group insurance contract; the insurance shall amount to




Euro 250,000 — in case of invalidity



Euro
125,000 — in case of death.





	5.	 	In addition the Company shall take out a world-wide health insurance for the Managing
Director to











 



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     cover potential risks during business travel.




	6.	 	The Managing Director shall be entitled to a company vehicle in accordance with the vehicle
policy
of the Company.
	 
	7.	 	The Company will reimburse the Managing Director’s daughter’s international school tuition
through her final years encompassing the 2007-2009 periods.





§4

Continued Payment of Salary in case of Incapacity





	1.	 	The Managing Director shall notify the Company without delay about illness, and, if the
illness
lasts more than three calendar days, submit no later than on the third day of illness, a
medical
certificate attesting to his inability to work and the anticipated duration thereof, to the
Company.
	 
	 	 	According to German law, in the event of incapacity of the Managing Director to render his
work not caused by his own negligence the Company shall continue to pay the Managing Director
full remuneration for a maximum period of six weeks.






	2.	 	After elapse of the six weeks’ period, the Company shall pay for a period not exceeding 12
months,
compensation amounting to the difference between sickness benefits and monthly net salary.






	3.	 	In case the Managing Director is not entitled to sickness benefits from Health Insurance
Funds, for
purposes of calculating the additional compensation is deemed to receive that amount of
sickness
benefits that corresponds to sickness benefits which would be payable by the Local Health
Insurance Funds had the Managing Director been insured.






	4.	 	In case the Managing Director is entitled to claim compensation for loss of earnings from a
third
party for the period of his incapacity, this claim shall be assigned to the Company to the
extent that
the Company continues to pay the remuneration. The Managing Director is obliged to promptly
inform the Company of all circumstances necessary to raise the assigned claims by the Company.
The Managing Director continues to be obliged to raise such claims against third parties.






	5.	 	
In case of death of the Managing Director, his widow and other relatives, who were legally
entitled











 



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to receive support from him during his lifetime, shall continue to receive the contractual
remuneration for the month of death as well as for six further months. The Company is entitled to
render these payments for and on behalf of all surviving dependants to that person who is able to
furnish a prima facie evidence of his dependency within the meaning of sentence 1 of this
paragraph. In the event that no surviving dependants exist, remuneration payable for periods up
till the day of death shall be paid to the heirs of the Managing Director.



§5

Vacation





The Managing Director is entitled to an annual vacation of 30 working days. He shall arrange the
timing of his vacation with the shareholders or the other managing directors, if any, and shall
see to it that the interests of the Company shall not be affected.



§6

Other Benefits





The Managing Director shall be reimbursed for costs and expenses incurred during the course of his
duties and while on business travel, including costs for travelling and accommodation of guests in
accordance with the Company’s Travel Policy. In the case where the Travel Policy does not apply,
the guidelines of the “Reisekostenordnung” shall apply. Such costs and expenses shall be accounted
for monthly.



§7

Non-Competition Clause





For the lifetime of this Contract, the Managing Director shall not directly or indirectly assume
ownership or participate in companies competing with the Company or entertaining a business
relationship to the Company.



§8

Forfeiture of Claims





Except for claims based on tort, claims resulting from this Contract may be raised for a period of
six









 



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months only following its maturity.




Claims are deemed to be raised in the event their legal basis and — if known — their amount
have been communicated in writing to the Managing Director or, respectively, to the competent
department of Brooks.



§ 9

Confidentiality





	1.	 	The Managing Director undertakes to maintain secrecy with respect to all business and other
commercial matters and transactions which in accordance with their nature are confidential or
deemed to be confidential, of which he becomes aware during the course of his activity. In the
event
of violation of this obligation, the Company may terminate this Contract for cause. Any
obligations
to render information which result from statutory provisions or internal instructions or which
are
caused by factual circumstances shall remain unaffected.






	2.	 	Following any termination of this Contract, the Managing Director shall immediately,
completely and properly return to the Company without additional request of the Company all
properties of the Company which are still in his possession, in particular all documents,
notes, illustrations and other materials relating to his contractual activities or to the
Company’s business, and shall upon request confirm such complete return in writing. The
Managing Director shall not make or retain any duplicates or copies of work results, documents
or data. The Managing Director shall have no retention right with respect to the Company and
its property items and documents.





§ 10

Restrictions of the Managing Director





The Managing Director is obliged to comply with restrictions in respect of transactions and
management actions which result from the articles of incorporation of the Company, from
shareholders’ resolutions and from a management ordinance.



§ 11

Concluding Provisions










 



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	1.	 	This Contract supersedes any other contractual agreement between the Managing Director and
the Company, in particular the Contract of Employment for a Managing Director between the
Parties, dated December 11, 2006. There are except of the mentioned Annexes no written or oral
side agreements to this Contract.






	2.	 	If individual provisions contained herein should be or become void or invalid, this shall not
effect the validity of the remaining contractual provisions. The Parties shall replace the
void or invalid provision by a valid provision by which in the best possible way the economic
purpose of the void or invalid provision is attained. The same
applies in case lacunae exist.






	3.	 	Alterations and amendments to this Contract, including this clause, must be made in writing
to be
legally valid






	4.	 	Place of performance for all obligations resulting from this Contract as well as place of
jurisdiction
— as far as legally permissible — shall be Jena.
	 
	5.	 	Each party hereby confirms to have received one executed copy
of this Contract.





28, this March, 2008




	 	 	 	 	 
	For the shareholder:	 	For Brooks Automation (Germany) Holding GmbH:
	 
	 	 	 	 
	Brooks
Automation 
(Luxemburg) SARL 
Michele P. Rayos

	 	/s/ Marc Diesing
	 	/s/ Michele P. Rayos
	 

	 	 

	 	 

	 
	 	 	 	 
	Managing Director:
	 	 	 	 
	 
	 	 	 	 
	/s/ Ralf Wuellner