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                                                                    EXHIBIT 10.1

                   [Letterhead of Asyst Technologies, Inc.]

May 25, 2000


Patrick V. Boudreau
20299 Merida Drive
Saratoga, CA 95070

Dear Pat,

I am pleased to formally offer you the opportunity to join Asyst as on Officer
of the Company in the position of Senior Vice President of Human Resources
Development, reporting to me. This position is of strategic importance to the
shareholders and employees of Asyst, and as a key leader of Asyst, you will be
responsible for optimizing the operational performance of Asyst.

During the first few months of your employment, you will participate with your
peers, others and me in the detailed assesment of Asyst's business systems,
processes, strategy, organization, and resources. In addition, you will take
leadership in the development of new human resource strategies and
implementation plans. Your personal objectives for FY01 will be based upon these
plans and mutually agreed upon during the first thirty (30) days of your
employment with Asyst.

Below outlines the compensation package Asyst is pleased to offer you:

1.    Base Salary: Your base salary will be $8,653.85 per pay period (26 pay
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      periods), which calculates to $225,000 on an annual basis. Your date of
      hire will be May 25, 2000. It is understood that you will be taking unpaid
      time off from May 25, 2000 through June 11, 2000.

2.    Management Bonus Plan: You will be eligible to participate in an
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      annualized performance-based bonus plan for Fiscal Year 2001, which will
      have a targeted payout of $135,000 at 100% achievement of company and
      individual objectives. The bonus plan will be structured in such a way
      that should you exceed the plan, your bonus payout will be greater than
      the targeted bonus noted above. It is anticipated that the final design of
      this Plan will be approved and implemented during the month of May.

3.    Sign-on Bonus: There is a great deal to be done, and I would like you to
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      join the team as soon as possible. As an added incentive, Asyst is
      offering you a sign-on bonus in the amount of $65,000, if your start date
      is on or before Monday, June 12, 2000. This bonus amount would be paid in
      two parts: $35,000 payable in your second paycheck in July 2000, and
      $30,000 payable in your second paycheck in October 2000. Both payouts
      would be subject to standard deductions and withholdings. It is agreed
      that should you voluntarily leave Asyst within the first two years of
      employment, you would be required to reimburse 100% of this bonus to
      Asyst.

4.    Equity:
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      a.  Asyst offers you an option to purchase 100,000 shares of company
          stock. This option begins vesting six months after your date of hire,
          and continues vesting at a rate of 1/42 per month of employment with
          the Company, for forty-two (42) months, such that at the end of forty-
          eight (48) months of employment the option shall become fully
          exercisable. However, the option, the vesting schedule and the price
          per share of this option are subject to final approval by the Board of
          Directors.


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Patrick Boudreau
May 25, 2000
Page 2 of 2


4.    Equity (con't):
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          b.  Asyst also offers you an option to purchase 25,000 shares of
              company stock which will begin vesting eighteen months (18) after
              your date of hire, and continue vesting at a rate of 1/42 per
              month of employment with the Company, for forty-two (42) months,
              such that at the end of sixty (60) months of employment the option
              shall become fully exercisable. The option price per share will be
              the same as the options in Paragraph 3a above, and the option, the
              vesting schedule and the price per share of this option are
              subject to final approval by the Board of Directors.

          c.  Finally, Asyst offers you an option to purchase 25,000 shares of
              company stock which will begin vesting eighteen months (18) after
              your date of hire, and continue vesting at a rate of 1/42 per
              month of employment with the Company, for forty-two (42) months,
              such that at the end of sixty (60) months of employment the option
              shall become fully exercisable. The option price per share will be
              set at the next Board of Directors meeting following completion of
              your first year of employment, and the option, the vesting
              schedule and the price per share of this option are subject to
              final approval by the Board of Directors.

5.    Core Benefits: Asyst offers a very competitive benefits package, which
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      will be effective as of your date of hire. A brief summary of those
      benefits is attached for your review. Please note that if an employee
      requests medical and dental coverage for dependents, the employee is
      required to pay 20% of the dependent premium. Also, there is a 401(k) Plan
      and Executive Deferred Compensation Plan available for tax-deferred income
      and investment options. It is understood that all benefits are subject to
      change without prior notification.

6.    Severance Agreement: Asyst is extending to you a special severance that
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      will guarantee you twelve (12) months of your base salary, within the
      first two (2) years of service, if Asyst terminated your employment for
      any reason, other than for "cause" and/or poor performance. Over twenty-
      four (24) months of service, if at any time Asyst terminated your
      employment for any reason, other than "cause" and/or poor performance,
      Asyst will guarantee you six (6) months of your base salary.

Pat, I am very optimistic that your contributions will play a significant part
in the long-term success of Asyst. I hope that this offer meets with your
expectations, and that your joining Asyst will provide you with personal,
professional and financial returns in line with our mutual growth and successes.


Sincerely yours,

/s/ Mihir Parikh

Mihir Parikh
Chairman and CEO

AGREED AND ACCEPTED:

/s/ Patrick V. Boudreau
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Patrick V. Boudreau         (Date)