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Award No.                     By signing this Stock Award Notice, Grantee acknowledges receipt of a copy of the Plan and theStock Award Agreement, represents that he or she has had an opportunity to review these documentsin their entirety and to be familiar with the terms and provisions thereof, has had an opportunityto obtain the advice of counsel prior to executing this Stock Award Notice, and accepts theRestricted Stock Award subject to all of the terms and provisions hereof and thereof. The Granteeagrees to notify the Company upon any change in the Grantee’s address indicated in this Stock AwardNotice.           **Asyst Technologies, Inc.**   **Grantee****:**             By:                     Signature     Signature             Name: Steve Debenham   Name:                         Title: Sr. Vice President, General Counsel & Secretary                   Address: 46987 Bayside Parkway   Address:                 Fremont, CA 94538                   Date:     Date:               **Attachments**: Stock Award Agreement and 2003 Equity Incentive Plan.
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Award No.                     **ASYST TECHNOLOGIES, INC.****2003 EQUITY INCENTIVE PLAN****STOCK AWARD AGREEMENT**     Unless and to the extent otherwise expressly defined hereinafter, the terms in this StockAward Agreement shall be given the same meanings as defined in the accompanying Stock Award Noticeand the Plan. In the case of any inconsistency between the meanings of terms defined in suchdocuments, the meanings of the terms defined in the Plan shall control.     1. Restricted Stock Award. As of the Stock Award Date, Asyst Technologies, Inc., aCalifornia corporation (the “Company”), has granted to the Grantee a Restricted Stock Award, whichis an unfunded and unsecured promise by the Company to issue Shares at a future date subject to theterms and provisions of the Stock Award Notice, this Stock Award Agreement, and the Company’s 2003Equity Incentive Plan, as amended from time to time (the “Plan”), which are incorporated herein byreference.     2. Purchase Price. The Restricted Stock Award is granted in consideration for past(and future) services rendered to the Company or for its benefit and, accordingly, shall have nopurchase price ($0.00).     3. Vesting Schedule. Subject to the terms of this Stock Award Agreement and the Plan,and provided that Grantee remains in Continuous Service from the Stock Award Date to the vestingdate, the Restricted Stock Award shall vest as provided in the Stock Award Notice and be convertedinto an equivalent number of Shares. In addition, at the sole discretion of the Company, theRestricted Stock Award may be settled by a cash payment on the date the Grantee first has a rightto receive the Shares rather than by a delivery of Shares. Such cash payment, if any, will beequal to the Fair Market Value of the Shares on the vesting date. Shares will be issued anddelivered to the Grantee, or a cash payment made, as soon as practicable after the Restricted StockAward vests in accordance with the terms set forth in the Stock Award Notice. No Shares will beconverted or issued and no cash payment, if any, shall be made prior to the applicable vestingdate.          *a. Acceleration in the event of Death, Disability or Termination of Service.*Regardless ofany Hold Period or other Restrictions on Issuance and Delivery of Shares, the Delivery Date forshares that have vested under the Restricted Stock Award will be automatically accelerated, issuedand such shares will be deemed delivered and available to the Grantee as of the date of the firstto occur of the following specific events (provided that such date is after the original vestingdate for the respective shares): (i) the date of Grantee’s death, (ii) the date of determination ofGrantee’s permanent disability, or (iii) the date of termination of Grantee’s employment at anytime for any reason (other than for “cause,” which shall include, when committed in the course ofone’s employment duties or functions, fraud, willful misconduct, gross negligence or breach of orfailure to perform a material obligation or duty to or policy or term of employment of theCompany).     4. Taxes. Regardless of any action the Company or Grantee’s actual employer takeswith respect to any or all federal, state, local and foreign income taxes, social insurance,payroll
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Award No.                     tax, payment on account or other tax-related withholding (“Tax Related Items”), Granteeacknowledges that the ultimate liability for all Tax Related Items associated with the Grant is andremains Grantee’s responsibility and that the Company and/or the Grantee’s actual employer (i) makeno representations or undertakings regarding the treatment of any Tax Related Items in connectionwith any aspect of the Restricted Stock Award, including, but not limited to, the grant of theRestricted Stock Award, the vesting of the Restricted Stock Award, the conversion of the RestrictedStock Award into Shares or the receipt of an equivalent cash payment, the subsequent sale of Sharesacquired at vesting pursuant to such Restricted Stock Award, the receipt of any dividends or thesufficiency of any withholdings or other payments made for or by the Grantee to satisfy theTax-Related Items; and (ii) do not commit to structure the terms of the grant or any aspect of theRestricted Stock Award to reduce or eliminate the Grantee’s liability for Tax Related Items.           Prior to the issuance of Shares upon vesting of the Restricted Stock Award, Grantee shall pay,or make adequate arrangements satisfactory to the Company or to the Grantee’s actual employer (inits sole discretion) to satisfy all withholding and payment on account obligations of the Companyand/or the Grantee’s actual employer. In this regard, Grantee authorizes the Company or theGrantee’s actual employer to (in their sole discretion) to withhold all applicable Tax RelatedItems legally payable by Grantee by one or a combination of the following (i) from Grantee’s wagesor other cash compensation payable to Grantee by the Company or the Grantee’s actual employerand/or (ii) to withhold in Shares, provided that the Company and the Grantee’s actual employershall withhold only the number of Shares necessary to satisfy the minimum withholding amount.Alternatively, or in addition, if permissible under local law Grantee (i) may tender payment incash or by delivering to the Company owned and unencumbered Shares and/or (ii) authorize theCompany or the Grantee’s actual employer to, sell or arrange for the sale of the number of Sharesas necessary to satisfy the withholding or payment on account obligation that is due at the vestingof the Restricted Stock Award. Grantee shall pay to the Company or to the Grantee’s actualemployer any amount of Tax Related Items that the Company or the Grantee’s actual employer may berequired to withhold as a result of Grantee’s receipt of the Restricted Stock Award, the vesting ofthe Restricted Stock Award, or the subsequent sale of Shares acquired pursuant to such RestrictedStock Award and the receipt of any dividends that cannot be satisfied by the means previouslydescribed. The Company may refuse to deliver Shares to Grantee if Grantee fails to comply withGrantee’s obligation in connection with the Tax Related Items as described herein.     5. Restrictions on Issuance. No Shares will be issued in connection with theRestricted Stock Award if the issuance of such Shares would constitute a violation of anyapplicable laws.     6. Termination of Continuous Service. In the event that the Grantee ceases to remainin Continuous Service for any reason, including death or disability, resignation or termination ofemployment, any unvested portion of the Restricted Stock Award shall automatically terminate and bedeemed forfeit.     7. Transferability of Award. The Restricted Stock Award may not be transferred,pledged, sold, assigned, alienated or otherwise encumbered by the Grantee, in any manner other thanby will or by the laws of descent and distribution. Any such purported transfer, pledge,
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Award No.                     sale, assignment, alienation or encumbrance will be void and unenforceable against the Company. Theterms of the Restricted Stock Award shall be binding upon the executors, administrators, heirs andsuccessors of the Grantee.     8. Refusal to Transfer. The Company shall not be required (i) to transfer on itsbooks any Shares that have been sold or otherwise transferred in violation of any of the provisionsof this Restricted Stock Award Agreement or (ii) to treat as owner of such Shares or to accord theright to vote or pay dividends to any purchaser or other transferee to whom such Shares shall havebeen so transferred.     9. Tax Consultation. The Grantee understands that he or she may suffer adverse taxconsequences as a result of the Grantee’s receipt or disposition of the Shares subject to theRestricted Stock Award (or the vesting of Grantee’s right to receive or dispose of the Sharessubject to the Restricted Stock Award). The Grantee represents that he or she has had anopportunity to consult with any tax consultants the Grantee deems advisable in connection withreceipt or disposition of the Shares and that the Grantee is not relying on the Company or itscounsel for any tax advice.     10. Entire Agreement: Governing Law. Except to the specific extent that the OtherAgreements identified on the Stock Award Notice expressly provide in writing to the contrary, thePlan, Stock Award Notice and this Stock Award Agreement constitute the entire agreement of theparties with respect to the subject matter hereof and supersede in their entirety all priorundertakings and agreements of the Company and the Grantee with respect to the subject matterhereof, and may not be modified adversely to the Grantee’s interest except by means of a writingsigned by the Company and the Grantee. Nothing in the Plan, the Stock Award Notice and this StockAward Agreement (except as expressly provided therein) is intended to confer any rights or remedieson any persons other than the parties. The Plan, the Stock Award Notice and this Stock AwardAgreement are to be construed in accordance with and governed by the laws of the State ofCalifornia without giving effect to any conflict of law rule. Should any provision of the Plan,the Stock Award Notice or this Stock Award Agreement be determined by a court of law to be illegalor unenforceable, such provision shall be enforced to the fullest extent allowed by law and theother provisions shall nevertheless remain effective and shall remain enforceable.     11. Headings. The captions used in this Stock Award Agreement are inserted forconvenience and shall not be deemed a part of the Stock Award for construction or interpretation.     12. Notices. Any notice required or permitted hereunder shall be given in writing andshall be deemed effectively given upon personal delivery or upon deposit in the United States mailby certified mail (if the parties are within the United States) or upon deposit for delivery by aninternationally recognized express mail courier service (for international delivery of notice),with postage and fees prepaid, addressed to the other party at its address as shown in the StockAward Notice or to such other address as such party may designate in writing from time to time tothe other party.     13. Rights as Shareholder. Until all requirements for vesting, and expiration of HoldPeriod or other Restrictions on Issuance and Delivery of Shares, as set forth on the Stock AwardNotice have been satisfied and the Shares have been issued and delivered pursuant to the terms
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Award No.                     of the Plan, the Stock Award Notice and this Stock Award Agreement, the Grantee shall not bedeemed to be a shareholder or to have the rights of a shareholder with respect to any of the Sharessubject to this Restricted Stock Award, including without limitation, the right to receivedividends with respect to the Shares and the right to vote the Shares.     14. Mandatory Arbitration to Resolve Disputes. Any differences, disputes orcontroversies arising from the Restricted Stock Award or this Stock Award Agreement, and rights orobligations thereunder or hereunder, shall be exclusively submitted to binding arbitration beforean independent and qualified arbitrator in accordance with the American Arbitration Association andits rules then in effect, without reference to conflict of laws principles. Arbitration shall bethe exclusive forum for any dispute, claim or cause arising hereunder, and the decision and awardby the arbitrator shall be final, binding upon and non-appealable by the parties and may be enteredin any state court of California having jurisdiction. The arbitrator shall be without authority orjurisdiction to award either party its attorneys’ fees or costs incurred in the matter. Inaddition, the arbitrator shall be without authority or jurisdiction to award either party, for anyclaim, cause or action arising hereunder, any incidental, special, consequential or exemplarydamages of any nature, including but not limited to punitive damages; provided, however, thatprovisional or injunctive remedies and relief shall be available as appropriate to each party.Such arbitration proceeding, and the rights and obligations of the parties, shall be furthersubject to the terms and conditions of any arbitration agreement entered, or to be entered, betweenthe Company and the Grantee regarding the Grantee’s employment, contractor, consulting or otherrelationship with the Company.     15. Deferral of Compensation. Payments made pursuant to this Plan and the Stock AwardAgreement are intended to qualify for an exemption from or comply with Section 409A of the Code(“Section 409A”). Notwithstanding any provision in the Stock Award Agreement, the Company reservesthe right, to the extent the Company deems necessary or advisable in its sole discretion, tounilaterally amend or modify the Plan, the Stock Award Notice and/or this Stock Award Agreement toensure that all Restricted Stock Awards made to Grantees who are United States taxpayers are madein such a manner that either qualifies for exemption from or complies with Section 409A; provided;however, that no such amendment or modification shall amend or modify any performance conditionswhich are meant to satisfy the requirements for “performance based compensation” under Section162(m) of the Code and that the Company makes no representations that the Plan or this RestrictedStock Award will be exempt from or comply with Section 409A and makes no undertaking to precludeSection 409A from applying to the Plan or any Restricted Stock Award granted thereunder.     16. Waiver of Right to Jury Trial. Each party, to the fullest extent permitted bylaw, waives any right or expectation against the other to trial or adjudication by a jury of anyclaim, cause or action arising hereunder, or the rights, duties or liabilities created hereby.     17. Nature of the Restricted Stock Award. In accepting the Restricted Stock Award,the Grantee acknowledges and agrees that:          (a) the Plan is established voluntarily by the Company, it is discretionary in nature and itmay be modified, amended, suspended or terminated by the Company at any time, unless otherwiseprovided in the Plan, the Stock Award Notice and this Stock Award Agreement;
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Award No.                               (b) the grant of the Restricted Stock Award is voluntary and occasional, and does not createany contractual or other right to receive future grants of stock, or benefits in lieu of awards,even if stock awards have been granted repeatedly in the past;          (c) all decisions with respect to future grants, if any, will be at the sole discretion of theCompany;          (d) neither the Restricted Stock Award nor any provision of this Stock Award Agreement, theStock Award Notice, the Plan or the policies adopted pursuant to the Plan confer upon Grantee anyright with respect to employment or continuation of current employment, and the Grantee’sparticipation in the Plan shall not create a right to further employment with Grantee’s employerand shall not interfere with the ability of the Company to terminate the Grantee’s employmentrelationship at any time, with or without cause;          (e) the Grantee is voluntarily participating in the Plan;          (f) the Restricted Stock Award is an extraordinary item that does not constitute compensationof any kind for services of any kind rendered to the Company, and which is outside the scope of theGrantee’s employment contract, if any;          (g) the Restricted Stock Award is not part of normal or expected compensation or salary forany purposes, including, but not limited to, calculating any severance, resignation, termination,redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefitsor similar payments;          (h) in the event that the Grantee is not an employee of the Company, the grant of theRestricted Stock Award will not be interpreted to form an employment contract or relationship withthe Company; and furthermore, the grant of the Restricted Stock Award will not be interpreted toform an employment contract with any Affiliate;          (i) the future value of the Shares is unknown and cannot be predicted with certainty;          (j) the value of the Shares obtained pursuant to the Restricted Stock Award may increase ordecrease in value;          (k) in consideration of the grant of the Restricted Stock Award, the Grantee does not acquireany claim or entitlement to compensation or damages that otherwise could arise from termination ofthe Restricted Stock Award or diminution in value of the Restricted Stock Award, or Shares acquiredpursuant to the Restricted Stock Award, upon termination of the Grantee’s employment by the Company(for any reason whatsoever and whether or not in breach of local labor laws), and the Granteehereby irrevocably waives and releases the Company and its Affiliates from any such claim orentitlement that may arise; if, notwithstanding the foregoing, any such claim or entitlement isfound by a court of competent jurisdiction to have arisen then, by signing the Stock Award Notice,Grantee shall be deemed irrevocably to have waived his or her right to pursue or seek remedy forany such claim or entitlement;
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Award No.                               (l) notwithstanding any terms or conditions of the Plan to the contrary, in the event ofinvoluntary termination of Grantee’s employment (whether or not in breach of local labor laws),Grantee’s right receive Shares (or cash in lieu of Shares) under the Plan or vesting of such right,if any, will terminate automatically as of the date of such termination Date and will not beextended by any notice period mandated under local law (e.g., active employment would not include aperiod of “garden leave” or similar period pursuant to local law); furthermore, in the event ofinvoluntary termination of employment (whether or not in breach of local labor laws), Grantee’sright to receive Shares (or cash in lieu of Shares) pursuant to the Restricted Stock Award afterthe date of such termination, if any, will be measured by the date of termination of Grantee’sactive employment and will not be extended by any notice period mandated under local law; and          (m) the Committee shall have the exclusive discretion to determine when the Grantee is nolonger actively employed for purposes of this Restricted Stock Award.     18. *Data Privacy**. The Grantee hereby explicitly and unambiguously consents to thecollection, use and transfer, in electronic or other form, of his or her personal data as describedin this document by and among, as applicable, the Company and Affiliates for the exclusive purposeof implementing, administering and managing the Grantee’s participation in the Plan.*          *The Grantee understands that the Company and the Grantee’s actual employer may hold certainpersonal information about the Grantee, including, but not limited to, the Grantee’s name, homeaddress and telephone number, date of birth, social insurance number or other identificationnumber, salary, nationality, and job title, any Shares of stock or directorships held in theCompany, and details of all Restricted Stock Awards or any other entitlement to Shares awarded,canceled, vested, unvested or outstanding in the Grantee’s favor, for the purpose of implementing,administering and managing the Plan (“Data”). The Grantee understands that Data may be transferredto any third parties assisting in the implementation, administration and management of the Plan,that these recipients may be located in the Grantee’s country, or elsewhere, and that therecipient’s country may have different data privacy laws and protections than the Grantee’scountry. The Grantee understands that the Grantee may request a list with the names and addressesof any potential recipients of the Data by contacting his or her local human resourcesrepresentative. The Grantee authorizes the recipients to receive, possess, use, retain andtransfer the Data, in electronic or other form, for the purposes of implementing, administering andmanaging his or her participation in the Plan, including any requisite transfer of such Data as maybe required to a broker, escrow agent or other third party with whom the Shares received uponvesting of the Restricted Stock Awards may be deposited. The Grantee understands that Data will beheld only as long as is necessary to implement, administer and manage his or her participation inthe Plan. The Grantee understands that he or she may, at any time, view Data, request additionalinformation about the storage and processing of Data, require any necessary amendments to Data orrefuse or withdraw the consents herein, in any case without cost, by contacting in writing his orher local human resources representative. The Grantee understands that refusal or withdrawal ofconsent may affect the Grantee’s ability to participate in the Plan. For more information on theconsequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee understandsthat he or she may contact his or her local human resources representative.*
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Award No.                          19. Language. If the Grantee has received this or any other document related to thePlan translated into a language other than English and if the translated version is different thanthe English version, the English version will control.     20. **AT WILL RELATIONSHIP****. THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE VESTING OFSHARES PURSUANT TO THE RESTRICTED STOCK AWARD RESULTS ONLY BY CONTINUING SERVICES OR EMPLOYMENT ATTHE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING AWARDED THIS RESTRICTED STOCKAWARD OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT THISRESTRICTED STOCK AWARD, THE TERMS AND CONDITIONS WHICH ARE INCORPORATED HEREIN AND MADE A PARTHEREOF BY REFERENCE, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTHHEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT OR ENGAGEMENT AS ANEMPLOYEE, CONSULTANT OR OTHERWISE WITH OR BY THE COMPANY, OR ANY OF ITS SUBSIDIARIES OR AFFILIATES,FOR THE VESTING PERIOD OR FOR ANY PERIOD OR AT ALL, AND SHALL NOT INTERFERE WITH GRANTEE’S RIGHT ORTHE COMPANY’S RIGHT TO TERMINATE GRANTEE’S EMPLOYMENT OR CONSULTANT OR OTHER RELATIONSHIP AT ANYTIME, FOR ANY REASON, WITH OR WITHOUT CAUSE.**     21. Electronic Delivery. The Company may, in its sole discretion, decide to deliver byelectronic means any documents related to the Restricted Stock Award, to participation in the Plan,or to future restricted stock awards that may be granted under the Plan, including but not limitedto, the Plan, the Stock Award Notice, the Stock Award Agreement, the Plan prospectus and anyreports of the Company provided generally the shareholders.  Further, the Company may, in its solediscretion, use electronic means to request the Grantee’s consent to participate in the Plan.  Suchmeans of electronic delivery may include, but do not necessarily include, the delivery of a link tothe Company’s intranet or the internet site of a third party involved in administering the Plan,the delivery of documents via electronic mail (“e-mail”) or such other means of electronic deliveryspecified by the Company.     By executing the Stock Award Notice, the Grantee hereby consents to receive such documents byelectronic delivery and, if requested, to agree to participate in the Plan through an on-line orelectronic system established and maintained by the Company or another third party designated bythe Company.  At the Grantee’s written request, the Company will provide a paper copy of anydocument at no cost to the Grantee.  Grantee acknowledges that he or she may be required to providea paper copy of his or her executed Stock Award Notice in the event the electronic delivery fails.****************************
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