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                                                                   EXHIBIT 10.44

                                                                    [ASYST LOGO]

                                                        ASYST TECHNOLOGIES, INC.
                                                        48761 KATO ROAD
April 5, 2004                                           FREMONT, CA 94538

                                                        Tel: 510.661.5000
                                                        Fax: 510.661.5166

PRIVATE AND CONFIDENTIAL

To: Mr. Warren Kocmond, Jr.

Dear Warren:

This letter is intended to confirm the terms of your offer of employment with
Asyst Technologies, Inc. ("Asyst"). This offer, and your position with Asyst, is
subject to formal approval by Asyst's Board of Directors.

I am pleased to offer you a position, as Sr. Vice President, Worldwide
Manufacturing Operations, with responsibilities for all production and
manufacturing costs of ATI products including Asyst Japan, Management of the
Solectron contract and relationship, Gross margin management/improvement of
Asyst products worldwide including Asyst Shinko, Asyst Technologies and Asyst
Japan and Company wide Operational Reviews and Operational Performance. This
position is deemed a "corporate officer" position within Asyst and reports to
me. You will have the broad functional responsibilities that accompany this
position and are customary for a corporate officer.

Your primary job location would initially by at Asyst's offices located at 48761
Kato Road, Fremont, California, and at such other places as Asyst may direct
over time. Your date of actual hire and commencement of employment with Asyst
would be determined upon acceptance of this offer.

Asyst is pleased to offer you the following compensation package:

BASE SALARY: Your annual base salary will be $275,000 ($10,576.92 per pay period
- 26 pay periods per year) (before withholdings for applicable taxes, benefits
and other deductions). You would also be eligible to participate in periodic
performance appraisals in accordance with current company practice. You will be
eligible for vacation days and PTO accrual, consistent with Asyst policies, as
well as customary or Company-declared "shut-down" periods.

MANAGEMENT BONUS PLAN: You will be eligible to participate in the Company's
management performance-based bonus plan for the current fiscal year ending March
31, 2005 ("FY 2005"), at a target of 65% of your annual base salary conditioned
upon 100% achievement of Company, team and your individual objectives. I will
meet with you during the first few weeks of your employment to agree on your
individual objectives for FY 2005. The performance-based bonus plan will be
structured in such a way that should you, your team and the Company exceed
certain objectives (which may include Company profitability objectives), your
actual performance-based bonus payout could be greater than the targeted payout
amount noted above. The bonus is payable in Company stock and/or cash, as
determined by the Compensation Committee, and the bonus determination and payout
is currently expected in June 2005, after the completion of FY 2005 year end
close and audit. The bonus amount to be paid will be pro rated to reflect the
term of your employment during FY 2005. A guaranteed portion of this FY 2005
target bonus in the amount of $150,000 will be payable to you as of October 1,
2004, subject to your continuous employment in good standing through that date.
This bonus payment will be made through the normal payroll process, subject to
customary and designated withholdings, taxes, benefits and other deductions. If
your FY05 bonus is calculated to be more than $150,000, then this amount will be
credited against and deducted from any management performance-based bonus
determined to be payable to you for the full FY 2005. If your FY05 bonus is
calculated to be less than $150,000, you will not be required to repay the
difference.

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Mr. Warren Kocmond
April 5, 2004
Page 2 of 3

The targets, terms and eligibility of future management performance-based bonus
plans will be determined by the Compensation Committee, in its discretion.

STOCK OPTIONS: You will receive an option to purchase 220,000 shares of Asyst
Common Stock. The option will have a term of ten years, and the shares will vest
ratably on each of the first four anniversaries of the grant date (i. e. 55,000
shares per year). The option grant date will be the last trading day of the
month in which your grant is approved by Asyst's Board of Directors and the
exercise price of the option shares will be the closing market price for Asyst
Common Stock on that date.

RESTRICTED STOCK: You will also receive a Restricted Stock Award of 30,000
shares of Asyst Common at the par value of $.01 per share. These shares will
vest in full after twelve (12) months of continuous employment in good standing
with Asyst. The award grant date will also be the last trading day of the month
in which your grant is approved by Asyst's Board of Directors.

During your employment with Asyst, you would be expected to establish and
maintain a professional, cordial relationship with co-workers, management,
suppliers and customers. You would be expected to learn the requirements of the
position and demonstrate the ability to meet satisfactory performance for this
position. You would also be expected to actively participate in Asyst's quality
improvement processes. You also would be expected at all times to abide by all
Asyst policies and procedures and legal or regulatory requirements applicable to
your employment and position as a corporate officer.

Asyst offers what we feel is a very competitive benefits package, which would be
available to your upon your employment. A brief summary of those benefits is
attached for your review. You will need to review carefully the specific benefit
plans to determine your specific eligibility and the specific the terms and
conditions applicable to any benefits. Please note that under current benefit
plan requirements, if an Asyst employee requests medical and dental coverage,
the employee is required to pay approximately 5% of the employee premium, and if
covering dependents, the employee is required to pay approximately 15% of the
dependent premium. Also, there is a 401(k) Plan available to employees
interested in tax-deferred income and investment options as well as an Executive
Deferred Compensation Program (EDCP). It is understood that all benefits and
plan terms and conditions are subject to change without notification.

You understand and agree that Asyst may revoke or change this offer of
employment at any time and for any reason, without obligation or liability to
you. You also understand and agree that if you do accept employment with Asyst,
your employment will at all times be "at will". It is not for a specific term
and can be terminated by you or by the Company at any time, for any reason, with
or without cause and with or without notice. Any contrary representations,
promises or assurances which may have been made or which may be made to you,
concerning any aspect of your employment, are superseded by this offer and of no
binding effect on Asyst. And as noted above, this employment offer, and the
benefits identified, are subject to formal approval by Asyst's Board of
Directors.

Any additions or modifications of these terms would have to be in writing and
signed by yourself, your prospective manager, and the Sr. Director of Human
Resources.

You also must be able to provide appropriate identification establishing your
identity and legal right to work within the United States, and complete and
return a form I-9 within the first three (3) days of your employment. This offer
is also contingent upon satisfactory background and reference checks. In this
regard, you will be asked to consent to Asyst obtaining such background
information and references as it deems reasonably necessary, including
confirmation of your past employment history, Social Security verification and
Criminal background.

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Warren Kocmond
April 5, 2004
Page 3 of 3

As a further condition of our offer and your initial and continuing employment
with Asyst, you will be expected to sign and comply with certain agreements and
all Asyst policies and procedures, concerning benefits, confidential
information, assignment of inventions, arbitration of disputes, business
conduct, among others. In this regard, you will be asked to sign and return in
conjunction with your acceptance of this offer the enclosed Proprietary
Information Agreement, Agreement to Arbitrate Disputes and Claims, and Code of
Business Conduct. These agreements, and the additional policies and procedures
applicable to you at all times during employment with Asyst, contain important
conditions effecting your employment and your legal rights in general. Please
read and review them carefully and feel free to consult with your attorney or
other advisor concerning their terms, significance and effect on you.

We hope you will give our offer positive consideration, and we look forward to
having you as part of our team. If this offer is acceptable, please sign, date
and return this letter, along with the enclosed additional documents to Human
Resources.

If there are any questions or concerns, please contact myself or Dorothy Jones,
Sr. Director of Human Resources.

Sincerely,

/s/ Stephen S. Schwartz                   /S/ Dorothy Jones
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Stephen S. Schwartz                       Dorothy Jones
Chairman & CEO                            Sr. Director, Human Resources

AGREED AND ACCEPTED:

I understand and agree to the terms and conditions of this offer of employment
with Asyst Technologies, Inc. I also specifically understand that Asyst may
revoke this offer at any time, and for any reason, prior to my actual
commencement of employment and without obligation or liability to me, and that
my continuing employment thereafter with shall be "at will", subject to my
compliance with all policies or procedures in effect, and terminable by me or by
Asyst at any time, for any reason, with or without cause and with or without
notice. I also specifically understand that this employment offer, and the
benefits identified, are subject to formal approval by Asyst's Board of
Directors.

/s/ Warren Kochman                        April 10, 2004
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Warren Kochman                            Date

4.26.04
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Start Date

Attachments:   Proprietary Information Agreement
               Agreement to Arbitrate Disputes and Claims
               Code of Business Conduct
               Change of Control