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[Amended and Restated]
ASYST TECHNOLOGIES, INC.
CHANGE IN CONTROL AGREEMENT
 THIS CHANGE IN CONTROL AGREEMENT
 WHEREAS 1(g)
 WHEREAS
 NOW, THEREFORE
 
 1. DEFINITIONS.
 (a) Annual Base Salary
 1




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(b) Base Salary
 (c) Beneficial Owner
 (d) Beneficiary 15,
 (e) Board
 (f) Cause
       2




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(g) Change in Control
    3




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(h) Code
 (i) Committee
 (j) Date of Termination
   (k) Disability
 (l) Effective Date
 (m) Fiscal Year
 4




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(n) Good Reason de minimis 4
 4 and 20 ;
 3(b),
  5




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(o) Notice of Termination 4 20,
 (p) Performance-Based Awards
 (q) Section 409A
 2. TERM OF AGREEMENT
  6




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(a) Termination for Cause.
 (b) Voluntary Termination by Executive.
 (c) Entitlement upon Termination by Asyst for Cause or Voluntarily by Executive.
    7




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3. ENTITLEMENT UPON TERMINATION BY ASYST WITHOUT CAUSE OR BY THE EXECUTIVE FOR GOOD REASON,
WITHIN TWO YEARS FOLLOWING A CHANGE IN CONTROL.
 (a) General Entitlement
     8




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(b) Change in Control Entitlement
     9




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10




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(c)
 4. CONDITIONS ON EXECUTIVES RIGHT TO TERMINATE EMPLOYMENT FOR GOOD REASON. 3(a) (b)
 (a)
 (b)
 11




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3(a) (b)
 (c)
 (d)
 5. TIMING AND DETERMINATION OF AMOUNT OF PAYMENT.
 (a) 16
 (b) Determination of Amount of Payment. (a)
 12




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(c) Tax Reductions. (a)
 (c) Liability for Excise Taxes.
 13




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(d) Release. Exhibit A
 6. CONFIDENTIAL INFORMATION.
 (a) Acknowledgments.
   6
 (b) Confidential Information.
 14




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(c) Remedies and Sanctions. 6 7,
 7. INJUNCTIVE RELIEF.
 (a) 6, (a)
 15




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(b) 6
 8. WITHHOLDING TAXES.
  9. ASSIGNABILITY, SUCCESSORS, BINDING AGREEMENT.
 (a)
 16




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(b)
 10. REPRESENTATIONS.
  11. ENTIRE AGREEMENT.
  (a
 17




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12. AMENDMENT OR WAIVER.
  13. SEVERABILITY.
  14. SURVIVAL.
  15. BENEFICIARIES/REFERENCES.
 Exhibit B
 18




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16. COMPLIANCE WITH SECTION 409A
 (a)
 (b)
 (c) 3(a) (b) 3(b) 3(b)
  19




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th
   (d)
 (e) 3(b)
 20




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17. MITIGATION.
  18. GOVERNING LAW.
  19. RESOLUTION OF DISPUTES.
 (a) Arbitration.
 21




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(b) Continuation of Payments
 20. NOTICES.
   
 22




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21. HEADINGS.
  22. PARTIAL INVALIDITY.
  23. NO OTHER COMPENSATION; EMPLOYEE AT WILL.
 (a) 2 3
 23




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(b)
 (c) 2 3
 24. COUNTERPARTS.
  IN WITNESS WHEREOF
 Asyst Technologies, Inc.Dated:[an officer authorized to sign for the company]Name:Title:Dated:[Executive]
 24




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EXHIBIT A
 SEVERANCE AGREEMENT AND RELEASE OF ALL CLAIMS
 
 
      i




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(a)
    
    your employment, termination of employment or any right,
expectation, claim or benefit relating to or arising in any manner from your
employment;(b)
    
    any and all rights or claims relating to or in any manner
arising under the California Fair Employment and Housing Act (Government Code
section 12900 et seq., as amended);(c)
    
    any and all rights or claims relating to or in any manner
arising under the Civil Rights Act of 1964 (42 U.S.C. 2000, et seq., as
amended);(d)
    
    any and all rights or claims relating to or in any manner
arising under the Americans with Disabilities Act (29 U.S.C. 706 et seq., as
amended);(e)
    
    any and all rights or claims relating to or in any manner
arising under the Age Discrimination in Employment Act of 1967 (29 U.S.C. 621
et seq., as amended);(f)
    
    any and all rights or claims relating to or in any manner
arising under the WARN Act (as amended), and any comparable provisions of
California or other applicable law;(g)
    
    any and all rights or claims relating to or in any manner
arising under the Equal Pay Act of 1963 (as amended);(h)
    
    any and all rights or claims relating to or in any manner
arising under the California Labor Code Section 1197.5 (as amended); and(i)
    
    any and all rights or claims otherwise relating to or in any
manner arising under federal, state or local statutory, administrative or
common law or regulation, including claims for wrongful termination or
constructive discharge or demotion, breach of contract (written, oral or
implied), breach of the covenant of good faith and fair dealing, violation of
public policy, infliction of emotional distress, personal injury, defamation
and misrepresentation.




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A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the
release, which if known to him must have materially affected his
settlement with the debtor.
   (a)
    
    you have had a reasonable opportunity of up to 21 days to
consider this Agreement and Release if you wish and to consult an attorney or
other advisor before signing this Agreement and Release;(b)
    
    you have read this Agreement and Release in full and understand
all of the terms and conditions set forth herein;(c)
    
    you knowingly and voluntarily agree to all of the terms and
conditions set forth herein and intend to be legally bound by them;(d)
    
    you may rescind this Agreement and Release only with respect to
claims arising under the Age Discrimination in Employment Act of 1967 (29
U.S.C. 621 et seq.) and only if you do so within seven (7) days after signing
it (in which case you will forfeit in full and agree immediately to refund,
return to and reimburse Asyst any and all benefits provided to you under
Paragraph 8, above); and(e)
    
    this Agreement and Release will not become effective or
enforceable with respect to claims arising under the Age Discrimination in
Employment Act of 1967 (29 U.S.C. 621 et seq.) until seven (7) days after you
have signed it.




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ACKNOWLEDGED, UNDERSTOOD AND AGREED:EMPLOYEE:
    
    
    
    ASYST TECHNOLOGIES, INC.By:Name:Title:Date:
    
    
    
    
    
    Date:




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EXHIBIT B
 
 24  myself Asyst Technologies, Inc.
 check
one box only
 o
    
    Entirely to the spouse to whom I am currently married. [Please provide name
and address below.] If my spouse does not survive me, payment is to be made to
[check one box only]:o
    
    All of my children who survive me in equal shares. [Please provide names
and addresses below.]o
    
    All of the persons named below who survive me in equal shares.o
    
    To all of my children who survive me in equal shares. [Please provide names
and addresses below.]o
    
    To all of my siblings who survive me in equal shares. [Please provide names
and addresses below.]o
    
    Entirely to the first person named below who survives me.




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o
    
    To all of the persons named below who survive me in equal shares.o
    
    Other [please use a separate sheet if necessary]:
 
 
 
 
 
  
 please use a separate sheet if
necessary
 1.
    
    Name:
    
    Relationship:Address:
    
    Email:Telephone:2.
    
    Name:
    
    Relationship:Address:
    
    Email:Telephone:3.
    
    Name:
    
    Relationship:Address:
    
    Email:Telephone:4.
    
    Name:
    
    Relationship:Address:
    
    Email:Telephone:5.
    
    Name:
    
    Relationship:Address:
    
    Email:Telephone:




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Executive,(Date)
    
    
    
    
    
    (signature)