##### 



Exhibit 10.47

ASYST TECHNOLOGIES, INC.
CHANGE-IN-CONTROL AGREEMENT

THIS CHANGE-IN-CONTROL AGREEMENT (this Agreement), made and entered into
as of October 20, 2003, by and between Asyst Technologies, Inc., a
California corporation (Asyst), and Stephen S. Schwartz (the Executive).

WHEREAS, Asyst considers it essential to its best interests to foster the
continued employment of key management personnel and recognizes the distraction
and disruption that the possibility of a Change in Control (as defined in
Section 1(e) below) may raise to the detriment of Asyst and its stockholders;
and

WHEREAS, Asyst has determined to take appropriate steps to reinforce and
encourage the continued attention and dedication of key management personnel to
their assigned duties in the face of a possible Change in Control;

NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, Asyst and the Executive hereby agree as follows:

1. DEFINITIONS.

(a) Base Salaryshall mean the annual salary of the Executive at the
time of termination of his employment within the application of this Agreement.

(b) Beneficiaryshall mean (i) the person or persons named by the
Executive, by notice to Asyst, to receive any compensation or benefit payable
under this Agreement or (ii) in the event of his death, if no such person is
named and survives the Executive, his estate.

(c) Boardshall mean the Board of Directors of Asyst.

(d) Causeshall mean:

1



---



##### 



(i) The Executives conviction in a court of law of, or guilty plea or no
contest plea to, a felony charge;

(ii) willful, substantial and continued failure by the Executive to
perform the duties of his position after receiving notice of the same;

(iii) willful engagement by the Executive in conduct that is demonstrably
materially and financially injurious to Asyst; or

(iv) gross negligence resulting in material economic harm to Asyst.

(e) Change in Controlshall mean the occurrence of any of the following:

(i) an acquisition by an individual, an entity or a group (excluding Asyst
or an employee benefit plan of Asyst or a corporation controlled by Asysts
stockholders) of 30 percent or more of Asysts common stock or voting
securities;

(ii) a change in composition of the Board occurring within a rolling
two-year period, as a result of which fewer than a majority of the directors
are Incumbent Directors (Incumbent Directors shall mean directors who either
(x) are members of the Board as of the date of this Agreement or (y) are
elected, or nominated for election, to the Board with the affirmative votes of
at least a majority of the Incumbent Directors at the time of such election or
nomination, but shall not include an individual not otherwise an Incumbent
Director whose election or nomination is in connection with an actual or
threatened proxy contest (relating to the election of directors to the Board);
or

(iii) consummation of a complete liquidation or dissolution of Asyst or a
merger, consolidation or sale of all or substantially all of Asysts assets
(collectively, a Business Combination) other than a Business Combination (x)
in which the stockholders of Asyst receive 50 percent or more of the stock
resulting from the Business Combination, (y) at
least a majority of the board of directors of the resulting corporation
were Incumbent Directors

2



---



##### 



and (z) after which no individual, entity or group
(excluding any corporation resulting from the Business Combination or any
employee benefit plan of such corporation or of Asyst) owns 30 percent or more
of the stock of the resulting corporation, who did not own such stock
immediately before the Business Combination.

(f) Disabilityshall mean the illness or other mental or physical
disability of the Executive, as determined by a physician acceptable to Asyst
and the Executive, resulting in his failure (i) to perform substantially the
material duties of his position for a period of six or more consecutive months
or an aggregate of nine months in any 12-month period and (ii) to return to the
performance of his duties within 30 days after receiving written notice of
termination.

(g) Good Reasonshall mean, without the Executives prior written
consent or his acquiescence:

(i) assignment to the Executive of duties incompatible with his position,
failure to maintain him in this position and its reporting relationship or a
substantial diminution in the nature of his authority or responsibilities;

(ii) reduction in his then current Base Salary or in the bonus or
incentive compensation opportunities or benefits coverage available during the
term of this Agreement, except pursuant to an across-the-board reduction
similarly affecting all senior executives of Asyst;

(iii) termination of the Executives employment, for any reason other than
Cause, death, Disability or voluntary termination, within two years following a
Change in Control;

(iv) within two years following a Change in Control, relocation of the
Executives principal place of business to a location more than 30 miles from
the location of such office on the date of this Agreement; or

3



---



##### 



(v) Asysts failure to pay the Executive any material amounts otherwise
vested and due him hereunder or under any plan, program or policy of Asyst.

2. TERM OF AGREEMENT.

This Agreement shall be effective immediately upon its execution by Asyst
and the Executive (the Effective Date) and shall remain in effect until the
earliest to occur of (a) termination of the Executives employment with Asyst
following a Change in Control (i) by reason of death or Disability, (ii) by
Asyst for Cause or (iii) by the Executive other than for Good Reason; (b) two
years after the date of a Change in Control; or (c) two years after the
Effective Date, provided that a Change in Control has not occurred within such
two-year period.

3. ENTITLEMENT UPON TERMINATION BY ASYST WITHOUT CAUSE OR BY THE EXECUTIVE
FOR GOOD REASON WITHIN TWO YEARS FOLLOWING A CHANGE IN CONTROL.

In the event of termination of the Executives employment within two years
following a Change in Control (a) by Asyst without Cause or (b) by the
Executive for Good Reason, he shall be entitled to the following:

(a) General Entitlement:

(i) his Base Salary through the date of termination;

(ii) payment in lieu of any unused vacation, in accordance with Asysts
vacation policy and applicable laws;

(iii) any annual or discretionary bonus earned but not yet paid to him for
any calendar year prior to the year in which his termination occurs;

(iv) any compensation under any deferred compensation plan of Asyst or
deferred compensation agreement with Asyst then in effect;

4



---



##### 



(v) any other compensation or benefits, including without limitation any
benefits under long-term incentive compensation plans, any benefits under
equity grants and awards and employee benefits under plans that have vested
through the date of termination or to which he may then be entitled in
accordance with the applicable terms of each grant, award or plan; and

(vi) reimbursement of any business expenses incurred by the Executive
through the date of termination but not yet paid to him.

(b) Change-in-Control Entitlement:

(i) two times the sum of (A) his Base Salary, at the rate in effect
immediately before such termination, and (B) the average of his annual bonuses
for the three years prior to the year in which termination occurs, such amount
to be paid to the Executive in a cash lump sum within 30 business days after
termination;

(ii) continuing coverage under the life, disability, accident, health,
dental and vision insurance programs covering senior executives of Asyst
generally, as from time to time in effect, to the extent permitted under COBRA
coverage or the terms of other such programs for the two-year period from such
termination or, if earlier, until he becomes eligible for substantially similar
coverage under the employee welfare plans of a new employer; and

(iii) immediate and unconditional vesting of any unvested stock options
and stock grants previously awarded to the Executive and, for the one-year
period following termination, the right to exercise any stock options held by
him; provided, however, that, in the
case of the two options for a total of 375,000 shares granted to him on
January 24, 2001, the time period for exercise of these options shall be the
two-year period following termination.

(c) Determination of Amount of Payment.In the event that any payments or
other benefits received or to be received by the Executive pursuant to this
Agreement

5



---



##### 



(Payments) would (i) constitute a parachute payment within the
meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the
Code) and (ii) but for this Section 3(c), be subject to the excise tax
imposed by Section 4999 of the Code (the Excise Tax), then, in accordance
with this Section 3(c), such Payments shall be reduced to the maximum amount
that would result in no portion of the payments being subject to the Excise
Tax, but only if and to the extent that such a reduction would result in the
Executives receipt of Payments that are greater than the net amount that he
would receive hereunder (after application of the Excise Tax) if no reduction
were made.

The amount of required reduction, if any, shall be the smallest amount so
that the Executives net proceeds with respect to the Payments (after taking
into account payment of any Excise Tax) shall be maximized, as determined by
him. The Executives determination of any required reduction pursuant to this
Section 3(c) shall be conclusive and binding upon Asyst. Asyst shall reduce
Payments in accordance with this Section 3(c) only upon written notice from the
Executive indicating the amount of such reduction, if any. If the Internal
Revenue Service (the IRS) determines that a Payment is subject to the Excise
Tax, then the following paragraph shall apply.

Notwithstanding any reduction described in the immediately preceding
paragraph (or in the absence of any such reduction), if the IRS determines that
the Executive is liable for the Excise Tax as a result of the receipt of
Payments, then he shall be obligated to pay back to Asyst, within 30 days after
final IRS determination, an amount of the Payments equal to the
Repayment Amount. The Repayment Amount shall be the smallest such
amount, if any, as shall be required to be paid to Asyst so that the
Executives net proceeds with respect to the Payments (after taking into
account the payment of the Excise Tax imposed on such Payments) shall be
maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if
a

6



---



##### 



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, the Executive shall pay the Excise Tax.

(d) Release.Asyst may require, as a condition of receiving the foregoing
Change-in-Control payment under subsection (b) or (c) above, that the Executive
execute a general release substantially in the form annexed hereto as Exhibit
A, which upon execution shall be deemed incorporated herein by reference as a
material part of this Agreement.

4. NO MITIGATION.

Asyst agrees that if the Executives employment with Asyst terminates, he
shall not be obligated to seek other employment or to attempt to reduce any
amount payable to him under this Agreement. Further, no amount of any payment
hereunder shall be reduced by any compensation earned by the Executive as the
result of employment by a subsequent employer or otherwise.

5. NOTICES.

Any notice or other communication required or permitted under this
Agreement shall be in writing and shall be deemed to have been duly given when
delivered by hand, electronic transmission (with a copy following by hand or by
overnight courier), by registered or certified mail, postage prepaid, return
receipt requested or by overnight courier addressed to the
other party. All notices shall be addressed as follows, or to such other
address or addresses as may be substituted by notice in writing:

To Asyst :
    
    To the Executive:Asyst Technologies, Inc
    
    Mr. Stephen S. SchwartzSteve Debenham
    
    1759 Kirchner CourtVP, General Counsel & Secretary
    
    Los Altos, CA 9402448761 Kato RoadFremont, CA 94538Fax: (510) 661-5663


7



---



##### 



6. GENERAL PROVISIONS.

(a) Amendments.No provision of this Agreement may be amended, modified or
waived unless such amendment, modification or waiver shall be agreed to in
writing and signed by the Executive and by the Compensation Committee of the
Board.

(b) Severability.If any provision of this Agreement shall be determined
to be invalid or unenforceable by a court of competent jurisdiction, the
remaining provisions of this Agreement shall be unaffected thereby and shall
remain in full force and effect to the fullest extent permitted by law.

(c) Partial Invalidity.If any provision of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remaining provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.

(d) Governing Law.This Agreement shall be construed, interpreted and
governed in accordance with the laws of the State of California, without
reference to rules relating to conflicts of law.

(e) Inconsistencies.The terms of this Agreement supersede any
inconsistent prior promises, policies, representations, understandings,
arrangements or agreements between the parties, whether by employment contract
or otherwise.

(f) Survival.Notwithstanding the termination of the term of this
Agreement, the duties and obligations of Asyst, if any, following the
termination of the Executives employment following a Change in Control shall
survive indefinitely.

(g) Withholding.Asyst may deduct and withhold from any payments hereunder
the amount that Asyst, in its reasonable judgment, is required to deduct and
withhold for any federal, state or local income or employment taxes.

8



---



##### 



(h) No Other Compensation; Employee at Will.Except as provided in Section
3 above, no amount or benefit shall be payable to the Executive under this
Agreement in respect of termination of his employment within two years
following a Change in Control. This Agreement shall not be construed as
creating an express or implied contract of employment and, except as otherwise
agreed in writing between the Executive and Asyst, the Executive is and shall
remain an employee at will and shall not have any right to be retained in the
employ of Asyst.

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

ASYST TECHNOLOGIES, INC.Dated: October 20, 2003
    
    By:
    
    /s/ Steve DebenhamName: Steve DebenhamIts: VP, General Counsel & SecretaryEXECUTIVEDated: October 20, 2003
    
    /s/ Stephen S. SchwartzStephen S. Schwartz


9



---



##### 



EXHIBIT A

RELEASE AGREEMENT

In consideration of the benefits I will receive
under Asyst Technologies, Inc.s Change in Control
Agreement, I hereby release, acquit and forever discharge Asyst
Technologies, Inc. (the Company), its parents,
subsidiaries, predecessors, successors and affiliates, and each
of their respective officers, directors, agents, servants,
employees, attorneys shareholders, and assigns (the
Released Parties), of and from any and all claims,
liabilities, demands, causes of action, costs, expenses,
attorneys fees, damages, indemnities and obligations of
every kind and nature, in law, equity, or otherwise, known and
unknown, suspected and unsuspected, disclosed and undisclosed,
arising out of or in any way related to agreements, events, acts
or conduct at any time prior to and including the date I sign
this Release Agreement. This release of claims includes, but is
not limited to:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | any and all claims and demands directly or
    indirectly arising out of or in any way connected with my
    employment with the Company or the termination of that
    employment, including, but not limited to, claims, demands or
    agreements related to salary, bonuses, commissions, vacation
    pay, personal time off, fringe benefits, expense reimbursements,
    sabbatical benefits, severance benefits, stock, stock options,
    any other ownership or equity interest in the Company, or any
    other form of compensation or benefit;                                                                                                               
|
| |  | claims pursuant to any federal, state or local
    law, statute, common law or cause of action including, but not
    limited to, Title VII of the federal Civil Rights Act of
    1964, as amended, or any other statute, agreement or source of
    law, the federal Age Discrimination in Employment Act of 1967,
    as amended (ADEA), the federal Americans with
    Disabilities Act of 1990, the Family and Medical Leave Act, the
    Employee Retirement Income Security Act, the Equal Pay Act, the
    Worker Adjustment and Retraining Notification Act, the
    California Fair Employment and Housing Act, as amended, and the
    California Labor Code;
|
| |  | all tort law claims, including claims for fraud,
    misrepresentation, defamation, libel, emotional distress and
    breach of the implied covenant of good faith and fair dealing;
    and                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | all claims arising under contract law, or the law
    of wrongful discharge, discrimination or harassment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

I represent that I have no lawsuits, claims or
actions pending in my name, or on behalf of any other person or
entity, against any of the Released Parties. I agree that in the
event I bring a claim covered by this release in which I seek
damages against the Company or in the event I seek to recover
against the Company in any claims brought by a governmental
agency on my behalf, this Agreement shall serve as a complete
defense to such claims.

1.



---



##### 



ADEA Waiver and Release: I acknowledge that I
am knowingly and voluntarily waiving and releasing any rights I may
have under ADEA. I also acknowledge that the consideration given for
the waiver and release herein is in addition to anything of value to
which I was already entitled. I further acknowledge that I have been
advised by this writing, as required by the ADEA, that: (a) my
waiver and release do not apply to any rights or claims that may
arise after the execution date of this Agreement; (b) I have been
advised hereby that I have the right to consult with an attorney
prior to executing this Agreement; (c) I have twenty-one (21)
days from the date I receive this Agreement to consider this Agreement
(although I voluntarily may choose to execute this Agreement earlier);
(d) I have seven (7) days following the execution of this
Agreement to revoke the Agreement; and (e) this Agreement shall
not be effective until the later of (i) the date upon which the
revocation period has expired, which shall be the eighth (8th) day
after I execute this Agreement, or (ii) the date I return this
Agreement, fully executed, to the Company.

I acknowledge that for this Release Agreement to be
effective, I must sign and return it to the Company within twenty-one
(21) days after the date I receive it and I must not revoke it at any
time during the above-referenced seven (7) day revocation
period.

I acknowledge that I have read and understand
Section 1542 of the California Civil Code which reads as
follows: 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 by him must have
materially affected his settlement with the debtor. I
hereby expressly waive and relinquish all rights and benefits under
that section and any law of any jurisdiction of similar effect with
respect to my release of any unknown or unsuspected claims I may have
against any of the Released Parties.

I understand that this Release Agreement, together
with the Change in Control Agreement, constitutes the complete, final
and exclusive embodiment of the entire agreement between the Company
and me with regard to the subject matter hereof. I am not relying on
any promise or representation by the Company that is not expressly
stated herein.









| |          | 
| | -------- | 
| | EMPLOYEE
|
|
| | Name:    | 
|
| | Date:    | 

2.