Exhibit 10.57**EMPLOYMENT AGREEMENT**     **THIS EMPLOYMENT AGREEMENT**(this “Agreement”), made and entered into as of December 21, 2007(the “Effective Date”), between **Asyst Technologies, Inc.**, a California corporation, with itsprincipal office located at 46897 Bayside Parkway, Fremont, CA 94538 (together with its successorsand assigns permitted under this Agreement, “Asyst”), and **Stephen S. Schwartz**, an individual(“Schwartz”).**WITNESSETH:**     **WHEREAS**, Asyst wishes to assure itself of the continued services of Schwartz for the periodhereinafter provided, and Schwartz is willing to continue to be employed by Asyst for said period,upon the terms and conditions provided in this Agreement; and     **WHEREAS**, Asyst has determined that it is in the best interests of Asyst and its shareholdersto enter into this Agreement;     **NOW, THEREFORE**, in consideration of the premises and mutual covenants contained herein and forother good and valuable consideration, the receipt of which is mutually acknowledged, Asyst andSchwartz agree as follows:     **1. DEFINITIONS.**          **(a) “Annual Base Salary”**shall mean, as of any point in time, the annual base salary providedfor in Section **3,**below, as may be adjusted from time to time by Asyst.          **(b) “Base Salary”**shall mean, as of any point in time, the current portion of the Annual BaseSalary.          **(c) “Beneficial Owner”**shall have the meaning defined in Rule 13d-3 under the SecuritiesExchange Act of 1934 (as amended).
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          **(d) “Beneficiary”**shall mean (i) the person or persons named by Schwartz pursuant to Section**24,**below, or (ii) in the event of his death, if no person is designated his Beneficiary andsurvives Schwartz, his estate.          **(e) “Board”**shall mean the Board of Directors of Asyst.          **(f) “Cause”**shall mean the occurrence, without the Board’s express written consent, of any oneof the following specific material acts or omissions by Schwartz (subject only to Schwartz’opportunity to correct, cure or remedy the Cause as provided in Section **11(b)**):               (i) Schwartz’s conviction in a court of law of, or entry of a guilty plea or plea of nocontest to, a felony charge (whether subject to appeal);               (ii) willful or continued failure by Schwartz to perform his material duties or obligationsunder this Agreement and/or as an officer or senior executive of Asyst;               (iii) willful or continued engagement by Schwartz in misconduct that is demonstrably andmaterially injurious to Asyst;               (iv) gross negligence by Schwartz during the performance of the duties of his positionresulting in demonstrable and material injury to Asyst;               (v) entry by a court or governmental or regulatory agency of the United States, or a politicalsubdivision thereof, of an order barring Schwartz from serving as an officer or director of apublic company;               (vi) willful or continued breach by Schwartz of a material duty or obligation under Asyst’sCode of Business Conduct then in effect; or               (vii) any willful or continued breach by Schwartz of a material duty or obligation underSection **13**or Section **14,**below.          For the purposes of this definition, no act or failure to act on the part of Schwartz
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shall be deemed “willful” to the extent (x) caused by Disability or (y) done, or omitted to bedone, by him in good faith or with reasonable belief that his act or omission was in the bestinterest of Asyst.          **(g) “Change in Control”**shall mean occurrence of any of the following:               (i) acquisition by an individual, an entity or a group (excluding Asyst or an employee benefitplan of Asyst, or a corporation controlled by Asyst’s shareholders) of 30 percent or more ofAsyst’s common stock or voting securities;               (ii) change in composition of the Board (other than by retirement or voluntary termination ofservice) occurring within a rolling two-year period, as a result of which fewer than a majority ofthe directors at the end of such rolling two-year period are Incumbent Directors (“IncumbentDirectors” shall mean directors who either are members of the Board (x) as of the beginning of suchrolling two-year period or (y) prior to any Business Combination are elected, or nominated forelection, to the Board with the affirmative votes of at least a majority of such directors at thetime of such election or nomination, but shall not include an individual not otherwise an IncumbentDirector whose election or nomination is in connection with an actual or threatened proxy contest);or               (iii) consummation of a complete liquidation or dissolution of Asyst or a merger,consolidation, transfer or sale of all or substantially all of Asyst’s assets (collectively, a“Business Combination”), but which shall not include a Business Combination (x) in which theshareholders of Asyst receive 50 percent or more of the stock resulting from the BusinessCombination, (y) in which at least a majority of the board of directors of the resultingcorporation comprise Incumbent Directors and (z) after which no individual, entity or group(excluding any corporation resulting from the Business Combination or any employee benefit
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plan of such corporation or of Asyst) owns 30 percent or more of the stock of the resultingcorporation, who did not own such stock immediately before the Business Combination.          **(h) “Code”**shall mean the Internal Revenue Code of 1986, as from time to time amended.          **(i) “Committee”**shall mean the Compensation Committee of the Board.          **(j) “Date of Termination”**shall mean, with respect to any actual or purported termination ofSchwartz’s employment during the Term of Employment, the following:               (i) if his employment terminates by death, the date of death; or               (ii) if his employment terminates for any other reason, the date specified in the Notice ofTermination, whether provided by Asyst or Schwartz.          **(k) “Disability”**shall mean Schwartz’s inability reasonably to perform the essential duties asan officer and senior executive of Asyst by reason of a physical or mental disability or infirmity,with or without reasonable accommodation, as determined in writing by a physician reasonablyacceptable to Asyst and Schwartz, which disability or infirmity has continued for more than sixconsecutive months or an aggregate of nine months in any 12-month period.          **(l) “Effective Date”**shall mean the date indicated in the first paragraph of this Agreement.          **(m) “Fiscal Year”**shall mean the 12-month fiscal period then in effect as determined andreported by Asyst.          **(n) “Good Reason”**shall mean the occurrence, without Schwartz’s express written consent, ofany one of the following specific material acts or omissions by Asyst (but
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shall not include acts or omissions whose affect on Schwartz is *de minimis*or not material),subject to the opportunity to correct, cure or remedy the Good Reason as provided in Section **11(f)**,below:               (i) Schwartz’s removal from his position as the Chief Executive Officer of Asyst or asubstantial adverse alteration in the nature of his authority, duties or responsibilities as theChief Executive Officer (including the assignment to Schwartz of any duties substantiallyinconsistent with his position as the Chief Executive Officer, a substantial change in thereporting of Schwartz, such that Schwartz reports to anyone other than directly to the Board, or asubstantial change in the reporting of any other executive officer of Asyst so that the Board, andnot Schwartz, has primary authority over such officer ), or any other action by Asyst that resultsin substantial diminution in such authority, duties or responsibilities (it being understood thatSchwartz’s removal as President or Chair of the Board, or any change in his authority, duties orresponsibilities as President or Chair of the Board, will not constitute Good Reason in and ofitself, as long as Schwartz remains the Chief Executive Officer and his authority, duties orresponsibilities as Chief Executive Officer are not substantially altered by such change),excluding for this purpose an isolated, insubstantial or inadvertent action that is remediedpromptly by Asyst, after receipt of a notice from Schwartz as provided in Section **29**, below,describing such isolated, insubstantial or inadvertent action**;**               (ii) reduction by Asyst in Schwartz’s Base Salary (in which case, the Annual Base Salary forthe purposes of calculating Schwartz’s benefits under Section **1****1(d)****,****11(e)** and **11(h)**, below, andany amounts paid under the Post-Termination Consulting Agreement, shall be the Base Salaryimmediately prior to such reduction) and/or annual target bonus as in effect on the Effective Date,or as the same may be adjusted from time to time,
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except for across-the-board reductions similarly and proportionately affecting all seniorexecutives of Asyst; provided, however, that such across-the-board reductions are not made as aresult of, or in contemplation of, a Change in Control;               (iii) failure by Asyst to continue in effect any compensation plan or other senior executiveincentive program in which Schwartz participates and that is material to his total compensation,except pursuant to an across-the-board elimination, deferral or reduction similarly andproportionately affecting all senior executives of Asyst; provided, however, that suchacross-the-board elimination, deferral or reduction is not made as a result of, or in contemplationof, a Change in Control;               (iv) relocation of Asyst’s principal place of business to a location more than 30 miles fromthe location of such office on the Effective Date; or               (v) failure of a successor to all or substantially all of the business and/or assets of Asystexpressly to assume and agree to perform this Agreement in the same manner and to the same extentthat Asyst is required to perform it.               (vi) A Disability cannot constitute Good Reason for termination by Schwartz of Schwartz’semployment.          **(o) “Non-compete Period”**shall mean the period beginning with the Effective Date and ending asprovided in Section **14,**below.          **(p) “Notice of Extension”**shall mean delivery of written notice by Asyst and receipt thereofby Schwartz in accordance with Sections **1****1(g)** and **29**, below.          **(q) “Notice of Termination”**shall mean delivery of written notice by one party and receiptthereof by the other party in accordance with Sections **11**and **29,**below.
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          **(r) “Performance-Based Awards”**shall mean any equity awards or other long-term incentiveawards for which the vesting is based on the accomplishment of certain performance criteria,including, without limitation, the restricted stock awards granted to Schwartz under the Company’s2003 Equity Incentive Plan. Awards for which the vesting is based on continued service only shallnot be considered Performance-Based Awards.          **(s) “Section 409A”**shall mean Section 409A of the Code, as amended, and any final regulationsand guidance promulgated thereunder.          **(t) “Term of Employment”**or **“Term of Agreement”**shall mean the period specified in Section**2(b),**below, during which Schwartz is employed by Asyst.     **2. TERM OF EMPLOYMENT, POSITIONS AND DUTIES.**          **(a) Employment of Schwartz.**Asyst hereby agrees to continue to employ Schwartz, and Schwartzhereby accepts continuing employment with Asyst, in the position and with the duties andresponsibilities set forth herein and upon such other terms and conditions as are hereinafterstated (and specifically subject to all policies and procedures of Asyst generally applicable toits employees as a condition of employment).          **(b) Term of Employment and Term of Agreement.**The Term of Employment and Term of thisAgreement shall commence on the Effective Date and shall terminate on March 31, 2010, unless it issooner terminated as provided in Section **11**generally, or extended as specifically provided inSection **11(g)**, below, or to the specific extent otherwise amended or extended by written agreementof the parties; provided, however, that, if a Change in Control shall occur on or prior to March31, 2010, the Term of Employment and Term of Agreement shall continue in effect until the later of(x) 24 months after the date on which such Change in Control occurs or (y) March 31, 2010.
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          **(c) Title, Duties and Authorities.**               (i) Until termination of his employment hereunder, Schwartz shall be employed as ChiefExecutive Officer of Asyst, reporting to the Board, with all the authorities and responsibilitiesthat normally accrue to the position of chief executive officer, and shall hold such other titlesas the Board may reasonably grant; and               (ii) Asyst and the Board agree to use best efforts to cause Schwartz to be elected, and toensure his re-election during the Term, as a member and as Chair of the Board:                    (A) Notwithstanding the foregoing, at any time the Board’s nominating committee, or Board byaction of a majority of the independent directors of the Board, may decline to nominate, appoint orelect Schwartz as a member of the Board or as its Chair in the event such nomination, appointmentor election is not consistent with obligations to shareholders, nominating criteria, listingstandards applicable to Asyst, and/or fiduciary obligations or the exercise of reasonable businessjudgment of individual Board members; and                    (B) In the event at any time that Schwartz’s employment with Asyst terminates for any reason,Schwartz agrees to offer promptly in writing his immediate resignation as a member of the Board andas a member of the board of directors of any affiliate of Asyst, unless and to the extent he andthe Board agree otherwise.          **(d) Time and Effort.**               (i) Schwartz agrees to devote his best professional efforts and abilities and his fullbusiness time and attention to the affairs of Asyst in order to carry out his duties andresponsibilities under this Agreement and as a senior executive and employee of Asyst.               (ii) Notwithstanding the foregoing, nothing shall preclude Schwartz from:
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                    (A) serving on the boards of (x) a reasonable number of trade associations and charitableorganizations and (y) with the prior consent of the Board, any other business or entity not incompetition with Asyst;                    (B) engaging in charitable activities and community affairs; and                    (C) managing his personal investments and affairs; provided, however, that any suchactivities do not materially interfere with the proper performance of his duties andresponsibilities specified in subsection **2(c)**, above.     **3. BASE SALARY.**          Schwartz shall receive from Asyst a Base Salary, payable in accordance with the regularpayroll practices of Asyst. During the Term of Employment, the Committee shall review the AnnualBase Salary for adjustment no less often than annually, and submit any adjustment to the Board forratification.     **4. ANNUAL BONUS.**          **(a) Entitlement.**Schwartz shall be eligible to receive an annual bonus in respect of eachFiscal Year during the Term of Employment in accordance with the terms and conditions of Asyst’sperformance-based annual cash incentive plan or any annual incentive plan or plans established byAsyst either for Schwartz or for Asyst’s other senior executives generally.          **(b) Payment.**The annual bonus shall be determined by the Committee and payable by Asyst inaccordance with the applicable plan. However, the annual bonus payment shall not be deemed earned,due or payable by or to Schwartz until the date the Committee determines and directs the payment ofsuch annual bonus (but in no event later than 60 days after
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completion of Asyst’s audited financial statements for such Fiscal Year or the earlier date theCommittee determines and directs the payment of annual bonuses to Asyst’s senior executivesgenerally).     **5. LONG-TERM INCENTIVE COMPENSATION.**          During the Term of Employment, Schwartz shall be eligible to participate in any long-termincentive plan or plans established by Asyst either for Schwartz alone or for Asyst’s other seniorexecutives generally.     **6. EQUITY OPPORTUNITY.**          During the Term of Employment, Schwartz shall be eligible to receive equity awards, in theform of grants of options to purchase shares of Asyst’s stock or grants of shares, restrictedshares or share units of Asyst’s stock, each as determined by the Committee from time to time underand in accordance with the terms of applicable plans of Asyst and related award agreements.     **7. EXPENSE REIMBURSEMENT.**          During the Term of Employment, Schwartz shall be entitled to timely reimbursement by Asyst forall reasonable and appropriate out-of-pocket expenses incurred by him during the Term in performingservices under this Agreement, upon his appropriate submission of such accounts and records as maybe reasonably required by Asyst.     **8. EMPLOYEE BENEFIT PLANS.**          During the Term of Employment, Schwartz shall be eligible to participate in all lifeinsurance, short-term and long-term disability, accident, health insurance and savings/retirementplans that are applicable to Asyst employees generally or to Asyst’s other senior executives (andas may be amended, from time-to-time). Schwartz shall be entitled to the
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number of paid vacation days per year determined by Asyst, which, however, shall accrue at aregular rate not less than four weeks in any calendar year up to a maximum cap determined byAsyst’s policies governing employee paid vacation days accrual. Schwartz shall also be entitled touse all paid holidays given by Asyst to its employees generally.     **9. DEATH BENEFITS.**          In the event of Schwartz’s death during his employment hereunder, the following shall apply:          (a) Schwartz’s Beneficiary, as the case may be, shall be entitled to the following:               (i) an amount in cash representing an annual bonus under Asyst’s performance-based annualincentive compensation plan for the Fiscal Year in which his death occurs, prorated to the date ofdeath utilizing as the pro ration factor a fraction, the numerator of which is the number of daysin the current Fiscal Year through the date of death and the denominator of which is 365. Suchannual bonus payment shall be based on the then-current annual bonus target for Schwartz, and shallassume 100 percent achievement of individual and corporate performance targets and objectives;               (ii) an amount in cash equal to two times his Annual Base Salary, at the rate in effectimmediately before the date of death;               (iii) an amount in cash equal to two times the average of his annual earned bonuses actuallypaid by Asyst to Schwartz for the three completed Fiscal Years preceding the date of death;               (iv) continuing Asyst-paid coverage for Schwartz’s dependents under the health, dental andvision insurance programs covering the dependents of senior executives of
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Asyst generally, as from time to time in effect, for the two-year period from the date of death;provided that to the extent that continuation coverage is permitted under COBRA coverage or theterms of the applicable program, Schwartz agrees that the period of continuation coverage underthis section shall count against any obligation by the plan or Asyst to provide continuationcoverage pursuant to COBRA or the applicable program;               (v) accelerated, immediate and unconditional vesting of all unvested stock options and otherequity awards (other than Performance-Based Awards) previously granted to Schwartz and, for theone-year period following the date of death, the right to exercise any such stock options and otherequity rights held by him; and               (vi) continuation of all other company paid services in effect for Schwartz on the date ofdeath (including, without limitation, automobile, if applicable) for the two-year period followingthe date of death.          (b) The payments specified in clauses (a)(i) through (iii), above, shall be made by Asyst toSchwartz’s Beneficiary, as the case may be, in a single cash payment at the beginning of the monthfollowing the date of death.     **10. COMPENSATION, EQUITY AND BENEFIT PLANS.**          Schwartz’s eligibility to participate in and receive compensation, payment or benefit from orunder any compensation, bonus, incentive, equity, expense reimbursement or employee benefit plan,program or award identified under this Agreement or otherwise available to him as an employee orAsyst senior executive, shall at all times be subject to the terms, conditions and procedures ofeligibility and participation provided by such plan, program or award (and as may be amended, fromtime-to-time); provided that, to the specific extent the terms of this Agreement conflict with suchplan, program or award, such terms of this
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Agreement will control. Specifically, Asyst and the Board agree to use reasonable efforts tomake any changes and obtain any approvals necessary to ensure that the rights or benefits expresslyprovided to Schwartz in Sections **9(a),****11(d)****,****11(e)** and **11(h)**, below, regarding the acceleration ofvesting and extension of exercise of Schwartz’s stock options and other equity rights shall notconflict with the terms and conditions of any applicable stock option and award agreements and anystock plans from which such stock options and awards issued. The extension of exercise provisionsin Sections **9**and **10**shall, if applicable, extend the period following the Date of Terminationduring which Schwartz or his Beneficiary may exercise the applicable stock option or equity awardbut shall not extend the term of such option or award in the applicable agreement and plan.Nothing in this Agreement shall be interpreted to allow Schwartz or his Beneficiary to exercise astock option or equity award following the expiration of the term for such option or award. In allother respects, Schwartz’s stock options and other equity rights shall at all times be subject tothe terms and conditions of the plan, program and award (including, specifically, the term of stockoption award agreement or plan as they may limit the period during which vested awards may beexercised).     **11. TERMINATION OF EMPLOYMENT.**          **(a) General.**Unless and to the specific extent provided in subsections **(b)**through **(h)**, below,and notwithstanding anything to the contrary herein, in the event of termination of Schwartz’semployment during the Term of Agreement for any reason, he, his dependents or any Beneficiary, asthe case may be, shall be entitled to receive the following rights, compensation, payments andbenefits (subject to any additional rights, compensation, payments or benefits as specificallyprovided in subsections **(b)**through **(h),**below, to the extent applicable):
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               (i) his Base Salary through the Date ofTermination;               (ii) payment in lieu of any accrued but unused vacation, in accordance with Asyst’s policy andprocedures, and applicable laws;               (iii) any annual bonus deemed earned, due and payable but not yet paid to him;               (iv) any deferred compensation deemed earned and due under any incentive compensation plan ofAsyst or any deferred compensation agreement then in effect;               (v) any other right, compensation, payment or benefit, including without limitation long-termincentive compensation described in Section **5,**above, benefits under equity awards described inSection **6,**above, and employee benefits under plans described in Section **8,**above, that have vestedthrough the Date of Termination or to which he may then be entitled in accordance with theapplicable terms of each award or plan; and               (vi) reimbursement in accordance with Section **7,**above, of any reasonable and appropriatebusiness expenses incurred by Schwartz through the Date of Termination but not yet paid to him.          **(b) Termination by Asyst for Cause.**In the event that Schwartz’s employment is terminated byAsyst for Cause, Schwartz shall be entitled only to the rights, compensation, payments and benefitsspecified in subsection **1****1(a)****,**above, and Asyst shall have no other obligation or liabilitywhatsoever to Schwartz regarding his employment or termination of employment or any claimed right,compensation, payment or benefit under this Agreement.               (i) Notwithstanding the foregoing, termination for Cause may not occur unless and until, withthe Board’s prior approval, Asyst has delivered to Schwartz a Notice of Termination, which writtennotice shall indicate the specific provision or provisions in the
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definition of Cause relied upon as a basis for termination and shall describe the specificfacts and circumstances in sufficient detail to identify the specific act, omission, event orcondition that constitutes Cause as the basis for such termination of Schwartz’s employment.                    (A) Upon receipt of such written notice, Schwartz must have at least 30 days (x) to correct,cure or remedy the event or condition that constitutes Cause or (y) respond in writing to the Boardsetting forth specific facts and circumstances in sufficient detail to support his position thatthe act, omission, event or condition does not constitute Cause as the basis for such terminationof Schwartz’s employment, and requesting reconsideration by the Board on the basis of such specificfacts and circumstances;                    (B) In the event of a timely and sufficient written response from Schwartz the Notice ofTermination from Asyst shall be deemed suspended and the effective Date of Termination shall bedeferred until the Board has had a reasonable opportunity to consider whether the specific basisfor such termination has been corrected, cured or remedied or to consider any request by Schwartzfor reconsideration; and                    (C) The Board shall thereafter cause a written notice to be delivered on its behalf toSchwartz either rescinding its determination that his employment is to be terminated for Cause oraffirming its determination that his employment is to be terminated for Cause, in which case theeffective Date of Termination shall be set forth in the written notice and shall not be earlierthan 15 days after such notice is given.                    (D) If Asyst terminates Schwartz’s employment as set forth in subsection (C), above, despitethe fact that Schwartz timely corrected, cured or remedied the event or condition that constitutesCause, as set forth in subsection (A), above, then such termination shall be deemed without Causeand Asyst shall provide or pay the rights, payments
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or benefits under subsections **11(d)**and **11(e)**, below (as applicable);               (ii) Upon delivery to Schwartz of Notice of Termination under this subsection **(b),**he shall besuspended from all duties and responsibilities and placed on administrative leave (except to theextent such suspension would frustrate Schwartz’s ability to correct, cure or remedy the event orcondition that constitutes Cause and to the extent the Board otherwise decides in its solediscretion) unless and until the Board rescinds its determination that his employment is to beterminated for Cause. During this leave period, Schwartz shall continue to receive histhen-current Base Salary, benefits and benefit accruals and any equity rights or incentive awardsshall continue to vest.               (iii) Schwartz’s continued employment shall not constitute consent to, or a waiver of rightsby Asyst with respect to any act or omission constituting Cause as the basis for such terminationof Schwartz’s employment.               (iv) A Disability or an act, omission, event or condition resulting from a Disability cannotconstitute Cause for the termination by Asyst of Schwartz’s employment. Nothing in this Agreementshall affect Schwartz’s rights under any disability plan or policy in which Schwartz is aparticipant.          **(c) Termination by Reason of Death.**In the event that Schwartz’s employment terminates byreason of his death, Schwartz’s Beneficiary, as the case may be, shall be entitled only to therights, compensation, payments and benefits specified in subsection **1****1(a)****,**above. Nothing in thisSection or Section **32**shall limit the rights of Schwartz’s Beneficiary to the death benefits inSection **9**above or under any life insurance or other applicable benefit plan or policy.          **(d) Termination by Asyst Without Cause or by Schwartz for Good**
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**Reason.**In the event of termination of Schwartz’s employment during the Term of the Agreementeither by (i) Asyst without Cause or (ii) by Schwartz for Good Reason, the following shall apply:               (i) Asyst shall provide Schwartz 30 days’ Notice of Termination of his employment withoutCause, and Schwartz shall comply with Section **1****1(f)** regarding the Notice of Termination of hisemployment for Good Reason.               (ii) Schwartz shall be entitled to the rights, compensation, payments and benefits specifiedin subsection **1****1(a)****,**above, Section **33**below, as well as the following:                    (A) an amount in cash representing an annual bonus under Asyst’s performance-based annualincentive compensation plan for the Fiscal Year in which his termination occurs, prorated to theDate of Termination utilizing as the pro ration factor a fraction, the numerator of which is thenumber of days in the current Fiscal Year through the Date of Termination and the denominator ofwhich is 365. Such annual bonus payment shall be based on the then-current annual bonus target forSchwartz, and shall assume 100 percent achievement of individual and corporate performance targetsand objectives;                    (B) an amount in cash equal to his Annual Base Salary, at the rate in effect immediatelybefore the Date of Termination;                    (C) an amount in cash equal to two times the average of Executive’s annual earned bonusesactually paid by Asyst to Executive for the three most recently completed Fiscal Years (or theaverage for such fewer years for which such bonuses were actually paid) preceding the Date ofTermination. For example, if , as of the Date of Termination, the Executive’s bonuses for thethree most recently completed fiscal years were FY-1 — $100,000 , FY-2 — no bonus paid, andFY-3 — $50,000, then the average of 
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Executive’sannual earned bonuses actually paid by Asyst to Executive for the three most recently completedFiscal Years would be $75,000;                    (D) continuing Asyst-paid coverage under the (1) health, dental and vision insurance programscovering senior executives of Asyst generally, as from time to time in effect, for the two-yearperiod from such termination or, if earlier, through such date as Schwartz becomes eligible forsubstantially similar coverage under the employee benefit plans of a new employer; provided that tothe extent that continuation coverage is permitted under COBRA coverage or the terms of theapplicable program, Schwartz agrees that the period of continuation coverage under this sectionshall count against any obligation by the plan or Asyst to provide continuation coverage pursuantto COBRA or the applicable program; and (2) life, disability and accident insurance programscovering senior executives of Asyst generally, as from time to time in effect, to the extentpermitted under the terms of such programs, or if not permitted, under a substantially similarprogram, for the two-year period from such termination or, if earlier, through such date asSchwartz becomes eligible for substantially similar coverage under the employee benefit plans of anew employer;                    (E) accelerated, immediate and unconditional vesting of all unvested stock options and otherequity awards (other than Performance-Based Awards) previously granted to Schwartz and, for theone-year period following the Date of Termination, the right to exercise any such stock options andother equity rights held by him; and                    (F) continuation of all other company paid services in effect for Schwartz on the Date ofTermination (including, without limitation, automobile, if applicable) for the two-year periodfollowing the Date of Termination or, if earlier, through such date as Schwartz becomes eligiblefor substantially similar services from a new employer.
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               (iii) The payments specified in clauses (ii)(A) through (C), above, shall be made as follows:                    (A) 50 percent of the cash amounts due shall be paid in 12 equal monthly installments over the12 months following the Date of Termination; and                    (B) the remaining 50 percent of the cash amounts shall be paid in a single cash payment at thebeginning of the 13th month following the Date of Termination.          **(e) Termination by Asyst Without Cause or by Schwartz for Good Reason Following a Change inControl.**Section **11(d)**, above, notwithstanding, in the event of termination of Schwartz’semployment during the Term of Agreement either by (i) Asyst without Cause or (ii) Schwartz for GoodReason, which termination occurs within 24 months following a Change in Control, the followingshall apply:               (i) Asyst shall provide Schwartz 30 days’ Notice of Termination of his employment withoutCause, and Schwartz shall comply with Section **1****1(f)** regarding the Notice of Termination of hisemployment for Good Reason.               (ii) Schwartz shall be entitled to the rights, compensation, payments and benefits specifiedin subsection **1****1(a)****,**above, Section **33**below, as well as the following:                    (A) an amount in cash on the Date of Termination equal to the greater of (x) the amountsspecified in clauses (ii)(A) through (C) of subsection **1****1(d)****,**above, and (y) an amount equal to allcompensation required to be paid to him for the balance of the Term of this Agreement (payable tohim as provided in clause (iii) of subsection **11(d)**, above);                    (B) the additional rights, compensation, payments and benefits specified in clauses (ii)(D)through (F) of subsection **1****1(d)****;**and                    (C) accelerated, immediate and unconditional vesting of all
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unvested stock options, equity awards and long-term incentive awards granted to Schwartz,including any Performance-Based Awards, and, for the one-year period following the Date ofTermination, the right to exercise any such stock options and other equity rights held by him.          **(f) Conditions on Schwartz’s Right to Terminate Employment for Good Reason.**Schwartz’s rightto terminate his employment for Good Reason shall not be affected by his incapacity due to physicalor mental illness. In order for Schwartz to terminate his employment for Good Reason, and to beeligible to receive the rights, payments and benefits provided under subsections **1****1(d)** and **11(e)**,above, Schwartz must satisfy the following requirements:               (i) Schwartz must deliver a Notice of Termination to Asyst, which written notice shallindicate the specific provision or provisions in the definition of Good Reason relied upon as abasis for termination and shall describe the specific facts and circumstances in sufficient detailto identify the specific act, omission, event or condition that constitutes Good Reason as thebasis for such termination of Schwartz’s employment. Schwartz must deliver such Notice ofTermination no later than 90 days of Schwartz’s initial determination of the existence of suchspecific act, omission, event or condition that constitutes Good Reason as the basis for suchtermination of Schwartz’s employment.               (ii) Upon receipt of such written notice, Asyst must have at least 30 days to correct, cure orremedy the event or condition that constitutes Good Reason and fail to do so in that period. IfAsyst corrects, cures or remedies the Good Reason, Schwartz’s Notice of Termination shall be deemedwithdrawn and Asyst shall not be required to provide or pay the rights, payments or benefits undersubsections **1****1(d)** and **11(e)**, above.               (iii) Schwartz must not have consented to the event or condition that
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constitutes Good Reason. Schwartz’s continued employment shall not constitute consent to, ora waiver of rights by Schwartz with respect to, any act or omission constituting Good Reason as thebasis for such termination of Schwartz’s employment.               (iv) Notwithstanding any other provision, in no event may Schwartz terminate his employmentfor Good Reason as of a Date of Termination that is more than two years following the initialexistence of the specific event or condition that constitutes Good Reason.          **(g) Asyst’s Right to Extend the Agreement.**Asyst may elect to extend this Agreement for anadditional one-year period at the end of the Term and on each anniversary thereof by delivering aNotice of Extension at least 30 days prior to such date. Asyst shall decide, in its solediscretion, whether to exercise its right to extend the Agreement, and nothing in this Agreementshall create an obligation to extend the Agreement.          **(h) Termination at End of Term or Extension**. In the event that Asyst does not elect to extendthis Agreement at the end of the Term or any one-year extension period as set forth in Section**11(g)**, Schwartz’ employment with Asyst will terminate on the last day of the Term or one-yearextension period as applicable, and Schwartz shall be entitled to the rights, compensation andbenefits specified in subsection **1****1(a)****,**above, Section **33**, below, as well as the following:               (i) the cash amounts specified in clauses (ii)(A) through (C) of subsection **1****1(d)****,**above(payable to him as provided in clause (iii) of subsection **11(d)**, above); and               (ii) the additional rights, compensation and benefits specified in clauses (ii)(D) through (F)of subsection **1****1(d)****,**above.
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          **(i) Voluntary Termination by Schwartz.**Schwartz shall have the right to voluntarily terminatehis employment at any time, for no reason (or for any reason other than Good Reason), by providinga Notice of Termination to Asyst at least 30 days (but not more than 60 days) before the Date ofTermination in such Notice.               (i) In the event that Asyst makes, but Schwartz does not accept, an offer to extend thisAgreement at the end of the Term or any one-year extension period as set forth in Section **1****1(g)****,**above, Schwartz shall be deemed to have terminated his employment voluntarily, and the Date ofTermination of his employment with Asyst will terminate on the last day of the Term or one-yearextension period as applicable.     In the event of any such voluntary termination of employment, Schwartz shall be entitled onlyto the compensation, payment and benefits specified in Section **1****1(a)****,**above, and Asyst shall haveno other obligation or liability whatsoever to Schwartz regarding his employment or termination ofemployment, or any claimed right, compensation, payment or benefit under this Agreement.          **(j) Cessation of Payments.**If, at any time during the Term of Agreement or in conjunction withperformance pursuant to a continuing consulting relationship with Asyst as specifically provided inSection **33**, below, Schwartz commits a breach of Section **13**or Section **14,**below, Asyst’sobligations under this Agreement shall immediately cease and Asyst shall have no further obligationor liability whatsoever to Schwartz regarding his employment or termination of employment, or anyclaimed right, compensation, payment or benefit under this Agreement, except with respect to thespecific compensation, payment or benefits identified in subsection **1****1(a)****,**above, and Schwartzshall be deemed to have forfeited any other unprovided, unpaid, further or future right,compensation, payment or benefit to Schwartz under subsections
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**11(d)**, **1****1(e)** and **1****1(h)** above, and Section **33**below and Section 5.b.ii of the Post-TerminationConsulting Agreement.     **12. DETERMINATION OF AMOUNT OF PAYMENT.**          **(a) Determination of Amount of Payment.**In the event that any rights, compensation, paymentsor benefits received or to be received by Schwartz pursuant to this Agreement (“Payments”) would(i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) butfor this subsection **(a)**, be subject to the excise tax imposed by Section 4999 of the Code (the“Excise Tax”), then such Payments shall be reduced to the maximum amount that would result in noportion of the payments being subject to Excise Tax, but only if and to the extent that such areduction would result in Schwartz’s receipt of Payments that are greater than the net amount thathe would receive hereunder (after application of the Excise Tax) if no reduction were made.          **(b) Tax Reductions.**The amount of required reduction, if any, shall be the smallest amount sothat Schwartz’s net proceeds with respect to the Payments (after taking into account payment of anyExcise Tax) shall be maximized, as determined by him. His determination of any required reductionpursuant to this subsection **(a)**shall be conclusive and binding upon Asyst, which shall reducePayments accordingly only upon written notice from Schwartz indicating the amount of suchreduction, if any. If the Internal Revenue Service (the “IRS”) determines that a Payment issubject to Excise Tax, then the following paragraph shall apply.          **(c) Liability for Excise Taxes.**Notwithstanding any reduction described in the immediatelypreceding paragraph (or in the absence of any such reduction), if the IRS determines that Schwartzis liable for Excise Tax as a result of receipt of Payments, then Asyst
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shall allow Schwartz to pay back to Asyst, within 30 days after final IRS determination, anamount of the Payments equal to the “Repayment Amount.” The Repayment Amount shall be the smallestsuch amount, if any, as shall be required to be paid to Asyst so that Schwartz’s net proceeds withrespect to the Payments (after taking into account payment of the Excise Tax imposed on suchPayments) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero ifa Repayment Amount of more than zero would not eliminate the Excise Tax imposed on the Payments.If the Excise Tax is not eliminated pursuant to this paragraph, Schwartz shall pay it.          **(d) Release.**Asyst may require in its sole discretion, and at any time as a condition ofreceiving any right, compensation, payment or benefit under this Agreement in conjunction with atermination of employment, for any reason, that (a) Schwartz execute at the time of suchtermination of employment and abide by the terms of a general release of claims against Asyst andits affiliates and agents substantially in the form attached hereto as Exhibit A (“GeneralRelease”), and (b) reaffirm in an executed document his confidentiality obligations to Asystconsistent with this Agreement and the terms of Asyst’s standard Proprietary or ConfidentialInformation and Inventions Assignment Agreement then in effect.     **13. CONFIDENTIAL INFORMATION.**          **(a) Acknowledgments.**Schwartz acknowledges that:               (i) As a result of his employment with Asyst, Schwartz has obtained and will obtain secret andconfidential information concerning the business of Asyst, including, without limitation, theidentity of customers and sources of supply, their needs and requirements, the nature and extent ofcontracts with them, and related cost, price and sales information;               (ii) Asyst will suffer damage that will be difficult to compute if, during
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the Term of Employment or thereafter, Schwartz should divulge secret and confidential informationrelating to the business of Asyst heretofore or hereafter acquired by him in the course of hisemployment with Asyst; and               (iii) The provisions of this Section **13**are reasonable and necessary for the protection of thebusiness of Asyst.          **(b) Confidential Information Agreement.**Schwartz agrees that he will not at any time, eitherduring the Term of Employment or thereafter, divulge to any person, firm or corporation anyconfidential information obtained or learned by him during the course of his employment with Asystwith regard to the operational, financial, business or other affairs of Asyst, its officers anddirectors, including, without limitation, trade “know how,” secrets, customer lists, sources ofsupply, pricing policies, operational methods or technical processes. In this regard, Schwartzagrees to execute and at all times be bound by Asyst’s standard Proprietary or ConfidentialInformation and Inventions Assignment Agreement, as may be amended by Asyst from time to time (the“Proprietary Information and Inventions Agreement”). To the specific extent the terms of theProprietary Information and Inventions Agreement conflict with the terms of this Agreement, suchterms of this Agreement will control.          **(c) Remedies and Sanctions.**In the event that Schwartz is found to be in violation of thisSection **13**(including the Proprietary Information and Inventions Agreement), Asyst shall beentitled to relief as provided in Section **15,**below.     **14. NONCOMPETITION / NONSOLICITATION.**          **(a) Acknowledgments.**Schwartz acknowledges that:               (i) Asyst will suffer damage that will be difficult to compute if, during the Term ofEmployment, Schwartz should enter a competitive business; and
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               (ii) The provisions of this Section **14**are reasonable and necessary for the protection of thebusiness of Asyst.          **(b) Noncompetition.**During the Term of Employment (the “Non-compete Period”), Schwartz shallnot, directly or indirectly, without the prior written permission of Asyst:               (i) enter into the employ of or render any services to any person, firm or corporation (anyand each such, a “Competitive Business”) (x) engaged in any business that derives more than fivepercent of its gross sales from products that are interchangeable with or substitutable for aproduct then-sold or planned by Asyst as of the Date of Termination (unless Asyst is no longerselling the product), or (y) any person, firm or corporation expressly identified by Asyst in itsthen-current Proxy Statement as a “peer company” in the course of its Compensation Discussion &Analysis; or               (ii) engage in any Competitive Business for his own account; or               (iii) become associated with or hold greater than a five percent equity or ownership interestin any Competitive Business as an individual, partner, shareholder; creditor, director, officer,principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity.               Notwithstanding the foregoing, nothing in this Agreement shall preclude Schwartz frominvesting his personal assets in either (1) the securities of any corporation or other businessentity that is engaged in a Competitive Business if such securities are traded on a national stockexchange or in the over-the-counter market or (2) a private equity fund, venture capital fund orsimilar investment that holds securities of any corporation or other business entity that isengaged in a Competitive Business; provided that such investment does not result in hisbeneficially owning, at any time, more than five percent of the equity securities of such
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competitor.          **(c) Nonsolicitation.**               (i) During the Non-compete Period and for a period of twelve (12) months thereafter, Schwartzshall not, directly or indirectly, without the prior written permission of Asyst, solicit orrecruit, or have, assist or cause any other person or entity to solicit or recruit, any executiveor director-level person who is then-employed or then-retained by Asyst to terminate theiremployment or retention with Asyst; or               (ii) During the Non-compete Period, Schwartz shall not, directly or indirectly, without theprior written permission of Asyst, solicit, endeavor to entice away from Asyst, or knowinglyinterfere with, any of its then-current customers or sources of supply (with whom Schwartzdeveloped or significantly enhanced his business relationship during his employment with Asyst).          **(d) Remedies and Sanctions.**In the event that Schwartz is found to be in violation of thisSection **14**, Asyst shall be entitled to relief as provided in Section **15,**below.          **15. INJUNCTIVE RELIEF.**          **(a) **If Schwartz commits a breach, or threatens to commit a breach, of any material provisionof Sections **13**or **14,**above, Asyst shall have the right and remedy to seek to have the provisionsof this Agreement specifically enforced by any court having equity jurisdiction, it beingacknowledged and agreed by Schwartz that the services rendered hereunder to Asyst are of a special,unique and extraordinary character and that any such breach or threatened breach will causeirreparable injury to Asyst, for which monetary damages will not provide an adequate remedy.               The rights and remedies enumerated in this subsection **(a)**shall be
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independent of the other and shall be severally enforceable, and such rights and remedies shall bein addition to, and not in lieu of, any other damages, rights and remedies available to Asyst underlaw or equity.          **(b) **If any provision of Sections **13**and **14**is held to be unenforceable because of the scope,duration or area of its applicability, the tribunal making such determination shall have the powerto modify such scope, duration or area, or all of them, and any such provision shall then beapplicable in such modified form.     **16. WITHHOLDING TAXES.**          All payments to Schwartz or his Beneficiary under or pursuant to this Agreement shall besubject to further withholding or deductions on account of federal, state and local taxes asrequired by law. If any payment under this Agreement is insufficient to provide the amount of suchwithholdings or deductions, Asyst may withhold or deduct from any subsequent or other payment dueSchwartz or his Beneficiary. In this regard, Asyst may withhold or deduct from any paymentshereunder the amount that Asyst, in its reasonable judgment, determines it is required to withholdor deduct for any federal, state or local income or employment taxes.     **17. INDEMNIFICATION AND LIABILITY INSURANCE.**          Nothing herein is intended to limit Asyst’s indemnification of Schwartz, as provided by theterms and conditions of that Indemnity Agreement between Asyst and Schwartz, dated December 8, 2003(a copy of which is attached as Exhibit B). To the extent that directors’ and officers’liability insurance is obtainable on commercially economic terms, Asyst shall cause Schwartz to becovered, during the Term of Employment, during the term of any continuing consulting relationshipwith Asyst as specifically provided in Section **33**, below, and after the Term of Employment inrespect of claims arising from any such service during the Term of
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Employment or pursuant to a continuing consulting relationship with Asyst as specifically providedin Section **33**, below, by such insurance on commercially reasonable terms no less favorable thanthen-available to Asyst directors and officers in terms of coverage, limits and reimbursement ofdefense costs.     **18. ASSIGNABILITY, SUCCESSORS, BINDING AGREEMENT.**          **(a) **This Agreement, and its terms, conditions and obligations, shall be binding on anysuccessor-in-interest to Asyst, whether through merger, acquisition, consolidation, assignment,corporate dissolution or otherwise. In addition to any obligations imposed by law upon anysuccessor to Asyst, Asyst will use its best efforts to obtain from any such successor to all orsubstantially all of the business and/or assets of Asyst a written agreement in which suchsuccessor expressly assumes and agrees to perform this Agreement in the same manner and to the sameextent that Asyst is required to perform it. Notwithstanding such assumption, Asyst shall remainliable and responsible for fulfillment of the terms and conditions of this Agreement, and in noevent shall any such assignment and assumption of this Agreement adversely affect Schwartz’s rightshereunder upon a Change in Control.          **(b) **This Agreement shall inure to the benefit of and be enforceable by the parties’ personalor legal representatives, executors, administrators, successors, heirs, distributees, devisees,assigness and legatees, including the Beneficiary.     **19. REPRESENTATIONS.**          The parties respectively represent and warrant that each is fully authorized and empowered toenter into this Agreement and that the performance of its or his obligations, as the case may be,under this Agreement will not violate any agreement between such party and any other person, firmor organization. Asyst represents and warrants that this Agreement has been
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duly authorized by all necessary corporate action and is valid, binding and enforceable inaccordance with its terms.     **20. ENTIRE AGREEMENT.**          Except to the extent otherwise expressly provided herein, this Agreement contains the entireunderstanding and agreement between the parties concerning the subject matter hereof and supersedesany prior agreements, whether written or oral, between the parties concerning the subject matterhereof; provided, however, that the terms and conditions of the Agreement to Arbitrate Disputes andClaims, Indemnification Agreement, Code of Business Conduct, and Proprietary Information andInventions Agreement shall remain in full force and effect, and not superseded by this Agreement(except and to the extent expressly provided to the contrary herein).          (a) In the event of a conflict between this Agreement and terms of any benefit plan, grant oraward, the provisions of this Agreement shall govern the determination of the parties’ respectiverights, obligations and liabilities.          (b) This Agreement shall specifically supersede and replace that Change-in-Control Agreementbetween Asyst and Schwartz, dated October 20, 2003 (as extended by amendment, dated October 20,2005), which agreement is deemed cancelled as of the Effective Date.     **21. AMENDMENT OR WAIVER.**          No provision in this Agreement may be amended unless and to the extent such amendment isagreed to in writing and signed by both Schwartz and an authorized officer of Asyst. No waiver byeither party of any breach by the other party of any condition, obligation, performance orprovision contained in this Agreement shall be deemed a waiver of a similar or
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dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must bein writing and signed by the party to be charged with the waiver.     **22. SEVERABILITY.**          In the event that any provision or portion of this Agreement shall be determined to be validor unenforceable for any reason, in whole or in part, the remaining provisions of this Agreementshall be unaffected thereby and shall remain in full force and effect to the fullest extentpermitted by law.     **23. SURVIVAL.**          The respective rights and obligations of the parties under this Agreement shall survive anytermination of Schwartz’s employment with Asyst.     **24. BENEFICIARIES/REFERENCES.**          Schwartz shall be entitled to designate (and change, to the extent permitted under anyapplicable law) a beneficiary or beneficiaries to receive any compensation or benefit under thisAgreement upon his death by giving Asyst written notice thereof in the form attached as ExhibitC. In the event of Schwartz’s death or of a judicial determination of his incompetence,reference in this Agreement to Schwartz shall be deemed to refer, as appropriate, to hisbeneficiary, estate or other legal representative.     **25. COMPLIANCE WITH SECTION 409A**.          (a) It is the intent of the parties to this Agreement that all of the payments and benefitsset forth in this Agreement shall either qualify for exemption from or comply with the requirementsof Section 409A, so that none of the payments and benefits will result in adverse tax consequences,including tax penalties under Section 409A, and any ambiguities herein will be interpreted to socomply.
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          (b) Asyst agrees to use reasonable and good faith efforts to administer its performance-basedannual cash incentive plan or any other annual incentive plan, long term incentive plan or equityaward in which Schwartz participates in a manner that qualifies for exemption from or complies withSection 409A.          (c) It is the intent of the parties that a termination by Asyst without Cause or a terminationby Schwartz for Good Reason shall constitute an involuntary separation of service under 409A andthat the severance payments and benefits in Sections **11(d), 11(e)**and **11(h)**, as well as paymentsunder the Post-Termination Consulting Agreement, shall, to the extent possible, qualify for theshort term deferral exception, the separation pay plan exception or other applicable exception toSection 409A, and any ambiguities herein will be interpreted to so comply. Each installmentpayment under Section **11(d)(iii)**and the Post-Termination Consulting Agreement and each payment andbenefit under Section **11**shall be deemed a separate payment under this Agreement. To the extentthat any of the payments and benefits under this Agreement or the Post-Termination ConsultingAgreement are determined to constitute deferred compensation subject to 409A (the “DeferredCompensation Benefit”), they will be subject to the following restrictions:               (i) Anything in this Agreement to the contrary notwithstanding, any Deferred CompensationBenefit shall be paid or provided to Schwartz only if and as of the date Schwartz experiences a“separation from service” as defined in the final Treasury Regulations promulgated under Section409A.               (ii) Anything in this Agreement to the contrary notwithstanding, if Schwartz is a “specifiedemployee” within the meaning of Section 409A on the Date of Termination, and as determined inaccordance with the applicable standards of Section 409A and
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the Treasury Regulations thereunder, as applied on a consistent basis, then the parties agreethat to the extent the Deferred Compensation Benefit is subject to the “six-month delay rule” inSection 409A(a)(2)(B)(i), the Deferred Compensation Severance Benefit that would otherwise havebeen due within the first six (6) months following the Date of Termination will be provided or paidin a lump sum one (1) day following the earlier of:                    (A) the last day of the sixth (6th) complete calendar month following the Date ofTermination; or                    (B) Schwartz’s death.Any remaining installments following such date shall be made in accordance with the originalpayment schedule.          (d) The parties agree to work in good faith to use reasonable efforts to amend or modify thisAgreement as may be necessary to ensure that all payments and benefits provided under thisAgreement are made in a manner that qualifies for exemption from or complies with Section 409A.          (e) Notwithstanding the foregoing or elsewhere in this Agreement or the Post-TerminationConsulting Agreement, Asyst makes no representations or warranties that the compensation orbenefits provided under this Agreement or the Post-Termination Consulting Agreement will be exemptfrom Section 409A of the Code and makes no undertakings to preclude Section 409A of the Code fromapplying to the benefits provided under this Agreement or the Post-Termination ConsultingAgreement. To the extent that any of the severance payments and benefits in Sections **11(d), 11(e)**and **11(h)**, or otherwise under this Agreement or the Post-Termination Consulting Agreement, isdetermined to constitute deferred compensation subject to 409A, Schwartz will have sole liabilityfor any additional tax, assessment or penalty
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imposed under Section 409A, and Asyst shall have no obligation to hold harmless, indemnify,compensate or “gross up” Schwartz for any such additional tax, assessment or penalty.     **26. MITIGATION.**          Asyst agrees that Schwartz is not required to seek other employment following the Term ofEmployment, or to attempt in any way to reduce any amounts payable to him under this Agreement.Further, the amount of any cash payment payable under this Agreement or the Post-TerminationConsulting Agreement shall not be reduced by any compensation earned by Schwartz as the result ofemployment by another employer, by retirement benefits, by offset against any amount claimed to beowed by him to Asyst, or otherwise.     **27. GOVERNING LAW.**          This Agreement shall be governed by and construed, interpreted and enforced in accordance withthe laws of the State of California, without reference to principles of conflict of laws.     **28. RESOLUTION OF DISPUTES.**          **(a) Arbitration.**Any right or benefit, or obligation or liability, granted or arising underthis Agreement, and any other dispute between Schwartz and Asyst arising from or relating toSchwartz’s employment or termination of employment, shall be subject to and resolved exclusively bybinding non-appealable arbitration. The terms and conditions of the Agreement to ArbitrateDisputes and Claims (and as amended, from time to time) shall govern such dispute and arbitrationshall be binding on Schwartz and Asyst, and shall be deemed incorporated herein by reference as amaterial part of this Agreement. Neither Schwartz nor
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Asyst 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 (and the arbitrator willbe without jurisdiction or authority to award such damages). The arbitrator also will not havejurisdiction 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 theclaim, cause, action, suit or proceeding expressly authorizes the award of attorneys’ fees andcosts to the prevailing party. In this instance only, the arbitrator shall have the authority tomake an award only of reasonable attorneys’ fees and costs to the prevailing party, and to theextent and in the manner permitted by the statute applicable to such claim, cause, action, suit orproceeding; however, any award of fees and costs will be limited to the amount of reasonable feesand costs actually incurred and which bear a reasonable relation to the prevailing party’s actualrecovery.          **(b) Continuation of Payments**. Pending the outcome or resolution of any dispute between theParties, Asyst shall continue to pay Schwartz all amounts, and provide on his behalf all benefits,expressly provided and due him under this Agreement.     **29. NOTICES.**          Any notice, consent or waiver given to either party shall be in writing and shall be deemed tohave been given when delivered either personally, by fax, by overnight delivery service or sent bycertified or registered mail, postage prepaid, return receipt requested, duly addressed to theParty concerned at the address indicated below or to such changed address as the Party maysubsequently give notice of.     If to Asyst or the Board:Asyst Technologies, Inc.
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46897 Bayside Parkway