<PAGE>

                                                                     EXHIBIT 4.1

                             BROOKS AUTOMATION, INC.

                           DEFERRED COMPENSATION PLAN

                              MASTER PLAN DOCUMENT

                             EFFECTIVE APRIL 1, 2005

<PAGE>

BROOKS AUTOMATION, INC.
Deferred Compensation Plan
Master Plan Document

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                 PAGE
                                                                                                                 ----
<S>                                                                                                              <C>
ARTICLE 1    DEFINITIONS...................................................................................       1

ARTICLE 2    SELECTION, ENROLLMENT, ELIGIBILITY............................................................       5

     2.1     SELECTION BY COMMITTEE........................................................................       5
     2.2     ENROLLMENT AND ELIGIBILITY REQUIREMENTS; COMMENCEMENT OF PARTICIPATION........................       6
     2.3     TERMINATION OF A PARTICIPANT'S ELIGIBILITY....................................................       6

ARTICLE 3    DEFERRAL COMMITMENTS/COMPANY CONTRIBUTION AMOUNTS/COMPANY
             RESTORATION MATCHING AMOUNTS /VESTING/CREDITING/TAXES.........................................       7

     3.1     MINIMUM DEFERRALS.............................................................................       7
     3.2     MAXIMUM DEFERRAL..............................................................................       7
     3.3     ELECTION TO DEFER; EFFECT OF ELECTION FORM....................................................       8
     3.4     WITHHOLDING AND CREDITING OF ANNUAL DEFERRAL AMOUNTS..........................................       8
     3.5     COMPANY CONTRIBUTION AMOUNT...................................................................       9
     3.6     COMPANY RESTORATION MATCHING AMOUNT...........................................................       9
     3.7     CREDITING OF AMOUNTS AFTER BENEFIT DISTRIBUTION...............................................       9
     3.8     VESTING.......................................................................................      10
     3.9     CREDITING/DEBITING OF ACCOUNT BALANCES........................................................      11
     3.10    FICA AND OTHER TAXES..........................................................................      12

ARTICLE 4    SCHEDULED DISTRIBUTION; UNFORESEEABLE FINANCIAL EMERGENCIES...................................      13

     4.1     SCHEDULED DISTRIBUTION........................................................................      13
     4.2     POSTPONING SCHEDULED DISTRIBUTIONS............................................................      13
     4.3     OTHER BENEFITS TAKE PRECEDENCE OVER SCHEDULED DISTRIBUTIONS...................................      13
     4.4     WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.........................      14

ARTICLE 5    CHANGE IN CONTROL BENEFIT.....................................................................      15

     5.1     CHANGE IN CONTROL BENEFIT.....................................................................      15
     5.2     PAYMENT OF CHANGE IN CONTROL BENEFIT..........................................................      15

ARTICLE 6    RETIREMENT BENEFIT............................................................................      15

     6.1     RETIREMENT BENEFIT............................................................................      15
     6.2     PAYMENT OF RETIREMENT BENEFIT.................................................................      15

ARTICLE 7    TERMINATION BENEFIT...........................................................................      16

     7.1     TERMINATION BENEFIT...........................................................................      16
     7.2     PAYMENT OF TERMINATION BENEFIT................................................................      16

ARTICLE 8    DEATH BENEFIT.................................................................................      18

     8.1     DEATH BENEFIT.................................................................................      18
     8.2     PAYMENT OF DEATH BENEFIT......................................................................      18
</TABLE>

                                      -i-

<PAGE>

BROOKS AUTOMATION, INC.
Deferred Compensation Plan
Master Plan Document

<TABLE>
<S>                                                                                                              <C>
ARTICLE 9    BENEFICIARY DESIGNATION.......................................................................      19

     9.1     BENEFICIARY...................................................................................      19
     9.2     BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT..............................................      19
     9.3     ACKNOWLEDGEMENT...............................................................................      19
     9.4     NO BENEFICIARY DESIGNATION....................................................................      19
     9.5     DOUBT AS TO BENEFICIARY.......................................................................      19
     9.6     DISCHARGE OF OBLIGATIONS......................................................................      19

ARTICLE 10   LEAVE OF ABSENCE..............................................................................      20

     10.1    PAID LEAVE OF ABSENCE.........................................................................      20
     10.2    UNPAID LEAVE OF ABSENCE.......................................................................      20

ARTICLE 11   TERMINATION OF PLAN, AMENDMENT OR MODIFICATION................................................      20

     11.1    TERMINATION OF PLAN...........................................................................      20
     11.2    AMENDMENT.....................................................................................      20
     11.3    PLAN AGREEMENT................................................................................      21
     11.4    EFFECT OF PAYMENT.............................................................................      21

ARTICLE 12   ADMINISTRATION................................................................................      21

     12.1    COMMITTEE DUTIES..............................................................................      21
     12.2    ADMINISTRATION UPON CHANGE IN CONTROL.........................................................      21
     12.3    AGENTS........................................................................................      22
     12.4    BINDING EFFECT OF DECISIONS...................................................................      22
     12.5    INDEMNITY OF COMMITTEE........................................................................      22
     12.6    EMPLOYER INFORMATION..........................................................................      22

ARTICLE 13   OTHER BENEFITS AND AGREEMENTS.................................................................      22

     13.1    COORDINATION WITH OTHER BENEFITS..............................................................      22

ARTICLE 14   CLAIMS PROCEDURES.............................................................................      23

     14.1    PRESENTATION OF CLAIM.........................................................................      23
     14.2    NOTIFICATION OF DECISION......................................................................      23
     14.3    REVIEW OF A DENIED CLAIM......................................................................      23
     14.4    DECISION ON REVIEW............................................................................      24
     14.5    LEGAL ACTION..................................................................................      24

ARTICLE 15   TRUST.........................................................................................      24

     15.1    ESTABLISHMENT OF THE TRUST....................................................................      24
     15.2    INTERRELATIONSHIP OF THE PLAN AND THE TRUST...................................................      24
     15.3    DISTRIBUTIONS FROM THE TRUST..................................................................      25

ARTICLE 16   MISCELLANEOUS.................................................................................      25

     16.1    STATUS OF PLAN................................................................................      25
     16.2    UNSECURED GENERAL CREDITOR....................................................................      25
</TABLE>

                                      -ii-

<PAGE>

BROOKS AUTOMATION, INC.
Deferred Compensation Plan
Master Plan Document

<TABLE>
<S>                                                                                                              <C>
     16.3    EMPLOYER'S LIABILITY..........................................................................      25
     16.4    NONASSIGNABILITY..............................................................................      25
     16.5    NOT A CONTRACT OF EMPLOYMENT..................................................................      25
     16.6    FURNISHING INFORMATION........................................................................      26
     16.7    TERMS.........................................................................................      26
     16.8    CAPTIONS......................................................................................      26
     16.9    GOVERNING LAW.................................................................................      26
     16.10   NOTICE........................................................................................      26
     16.11   SUCCESSORS....................................................................................      26
     16.12   SPOUSE'S INTEREST.............................................................................      26
     16.13   VALIDITY......................................................................................      26
     16.14   INCOMPETENT...................................................................................      27
     16.15   COURT ORDER...................................................................................      27
     16.16   INSURANCE.....................................................................................      27
</TABLE>

                                     -iii-

<PAGE>

                             BROOKS AUTOMATION, INC.
                           DEFERRED COMPENSATION PLAN
                             Effective April 1, 2005

                                     PURPOSE

      The purpose of this Plan is to provide specified benefits to a select
group of management or highly compensated Employees who contribute materially to
the continued growth, development and future business success of Brooks
Automation, Inc., a Delaware corporation, and its subsidiaries, if any, that
sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes
of Title I of ERISA.

      The Plan is intended to defer the recognition of taxable income by
Participants until the distribution of amounts they have deferred or the
Employer has contributed in accordance with the Plan terms without the
imposition of any penalties. Therefore, the Plan is intended to comply with all
applicable law consistent with that intent, including new Code Section 409A, and
shall be operated and interpreted in accordance with this intention and any
action or failure to act which is determined to be inconsistent with Code
Section 409A shall be corrected as soon as possible in order to comply with such
Code Section 409A. To the extent of any inconsistency between this Plan and Code
Section 409A, Code Section 409A shall govern and control. This Plan may be
further amended (the "Modifications") to comply with the terms of Code Section
409A (and any other applicable law). The Plan terms and its interpretation and
administration, shall be modified from time to time (whether or not formal
amendments have yet been adopted to the plan terms) to the extent necessary in
order to comply with Code Section 409A. In addition, Modifications made to the
plan terms may include any elective provisions permitted under applicable law to
the extent set forth in such Modifications.

                                   ARTICLE 1
                                  DEFINITIONS

      For the purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1   "Account Balance" shall mean, with respect to a Participant, an entry on
      the records of the Employer equal to the sum of (i) the Deferral Account
      balance, (ii) the Company Contribution Account balance, and (iii) the
      Company Restoration Matching Account balance. The Account Balance shall be
      a bookkeeping entry only and shall be utilized solely as a device for the
      measurement and determination of the amounts to be paid to a Participant,
      or his or her designated Beneficiary, pursuant to this Plan.

1.2   "Annual Deferral Amount" shall mean that portion of a Participant's Base
      Salary (including Supplemental Salary Deferral, if any), Bonus and
      Commissions that a Participant defers in accordance with Article 3 for any
      one Plan Year, without regard to whether such amounts are withheld and
      credited during such Plan Year. In the event of a Participant's
      Retirement, death or Termination of Employment prior to the end of a Plan
      Year, such year's Annual Deferral Amount shall be the actual amount
      withheld prior to such event.

1.3   "Annual Installment Method" shall be an annual installment payment over
      the number of years selected by the Participant in accordance with this
      Plan, calculated as follows: (i) for the first annual installment, the
      Participant's vested

<PAGE>

      Account Balance shall be calculated as of the close of business on or
      around the Participant's Benefit Distribution Date, as determined by the
      Committee in its sole discretion, and (ii) for remaining annual
      installments, the Participant's vested Account Balance shall be calculated
      on every anniversary of such calculation date, as applicable. Each annual
      installment shall be calculated by multiplying this balance by a fraction,
      the numerator of which is one and the denominator of which is the
      remaining number of annual payments due the Participant. By way of
      example, if the Participant elects a ten (10) year Annual Installment
      Method for the Retirement Benefit, the first payment shall be 1/10 of the
      vested Account Balance, calculated as described in this definition. The
      following year, the payment shall be 1/9 of the vested Account Balance,
      calculated as described in this definition.

1.4   "Base Salary" shall mean the annual cash compensation relating to services
      performed during any calendar year, excluding distributions from
      nonqualified deferred compensation plans, bonuses, commissions, overtime,
      fringe benefits, stock options, relocation expenses, incentive payments,
      non-monetary awards and other fees, and automobile and other allowances
      paid to a Participant for employment services rendered (whether or not
      such allowances are included in the Employee's gross income). Base Salary
      shall be calculated before reduction for compensation voluntarily deferred
      or contributed by the Participant pursuant to all qualified or
      nonqualified plans of any Employer and shall be calculated to include
      amounts not otherwise included in the Participant's gross income under
      Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans
      established by any Employer; provided, however, that all such amounts will
      be included in compensation only to the extent that had there been no such
      plan, the amount would have been payable in cash to the Employee.

1.5   "Beneficiary" shall mean one or more persons, trusts, estates or other
      entities, designated in accordance with Article 9, that are entitled to
      receive benefits under this Plan upon the death of a Participant.

1.6   "Beneficiary Designation Form" shall mean the form established from time
      to time by the Committee that a Participant completes, signs and returns
      to the Committee to designate one or more Beneficiaries.

1.7   "Benefit Distribution Date" shall mean the date that triggers distribution
      of a Participant's vested Account Balance. A Participant's Benefit
      Distribution Date shall be determined upon the occurrence of any one of
      the following:

      (a)   If the Participant Retires, his or her Benefit Distribution Date
            shall be the last day of the six-month period immediately following
            the date on which the Participant Retires; provided, however, in the
            event the Participant changes his or her Retirement Benefit in
            accordance with Section 6.2(a), his or her Benefit Distribution Date
            shall be postponed in accordance with Section 6.2(a); or

      (b)   If the Participant experiences a Termination of Employment, his or
            her Benefit Distribution Date shall be the last day of the six-month
            period immediately following the date on which the Participant
            experiences a Termination of Employment; provided, however, in the
            event the Participant changes his or her Termination Benefit
            election in accordance

                                       2

<PAGE>

            with Section 7.2(b), his or her Benefit Distribution Date shall be
            postponed in accordance with Section 7.2(b); or

      (c)   The date on which the Committee is provided with proof that is
            satisfactory to the Committee of the Participant's death, if the
            Participant dies prior to the complete distribution of his or her
            vested Account Balance; or

      (d)   The date on which the Company experiences a Change in Control, as
            determined by the Committee in its sole discretion, if (i) the
            Participant has elected to receive a Change in Control Benefit, as
            set forth in Section 5.1 below, and (ii) if a Change in Control
            occurs prior to the Participant's Termination of Employment,
            Retirement or death.

1.8   "Board" shall mean the board of directors of the Company.

1.9   "Bonus" shall mean any compensation, in addition to Base Salary and
      Commissions, earned by a Participant for services rendered during a Plan
      Year, under any Employer's annual bonus and cash incentive plans.

1.10  "Change in Control" shall be defined in accordance with Treasury guidance
      and Regulations related to Code Section 409A, including but not limited to
      Notice 2005-1 and such other Treasury guidance or Regulations issued after
      the effective date of this Plan.

1.11  "Change in Control Benefit" shall have the meaning set forth in Article 5.

1.12  "Claimant" shall have the meaning set forth in Section 14.1.

1.13  "Code" shall mean the Internal Revenue Code of 1986, as it may be amended
      from time to time.

1.14  "Commissions" shall mean the cash commissions earned by a Participant from
      any Employer for services rendered during a Plan Year, excluding Bonus or
      other additional incentives or awards earned by the Participant.

1.15  "Committee" shall mean the committee described in Article 12.

1.16  "Company" shall mean Brooks Automation, Inc., a Delaware corporation, and
      any successor to all or substantially all of the Company's assets or
      business.

1.17  "Company Contribution Account" shall mean (i) the sum of the Participant's
      Company Contribution Amounts, plus (ii) amounts credited or debited to the
      Participant's Company Contribution Account in accordance with this Plan,
      less (iii) all distributions made to the Participant or his or her
      Beneficiary pursuant to this Plan that relate to the Participant's Company
      Contribution Account.

1.18  "Company Contribution Amount" shall mean, for any one Plan Year, the
      amount determined in accordance with Section 3.5.

1.19  "Company Restoration Matching Account" shall mean (i) the sum of all of a
      Participant's Company Restoration Matching Amounts, plus (ii) amounts
      credited or debited to the Participant's Company Restoration Matching
      Account in accordance with this Plan, less (iii) all distributions made to
      the Participant or his or her Beneficiary pursuant to this Plan that
      relate to the Participant's Company Restoration Matching Account.

                                       3

<PAGE>

1.20  "Company Restoration Matching Amount" shall mean, for any one Plan Year,
      the amount determined in accordance with Section 3.6.

1.21  "Death Benefit" shall mean the benefit set forth in Article 8.

1.22  "Deferral Account" shall mean (i) the sum of all of a Participant's Annual
      Deferral Amounts, plus (ii) amounts credited or debited to the
      Participant's Deferral Account in accordance with this Plan, less (iii)
      all distributions made to the Participant or his or her Beneficiary
      pursuant to this Plan that relate to his or her Deferral Account.

1.23  "Election Form" shall mean the form established from time to time by the
      Committee that a Participant completes, signs and returns to the Committee
      to make an election under the Plan.

1.24  "Employee" shall mean a person who is an employee of any Employer.

1.25  "Employer(s)" shall mean the Company and/or any of its subsidiaries (now
      in existence or hereafter formed or acquired) that have been selected by
      the Board to participate in the Plan and have adopted the Plan as a
      sponsor.

1.26  "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
      it may be amended from time to time.

1.27  "First Plan Year" shall mean the period beginning April 1, 2005 and ending
      December 31, 2005.

1.28  "401(k) Plan" shall mean, with respect to an Employer, a plan qualified
      under Code Section 401(a) that contains a cash or deferral arrangement
      described in Code Section 401(k), adopted by the Employer, as it may be
      amended from time to time, or any successor thereto.

1.29  "Participant" shall mean any Employee (i) who is selected to participate
      in the Plan, (ii) who submits an executed Plan Agreement, Election Form
      and Beneficiary Designation Form, which are accepted by the Committee, and
      (iii) whose Plan Agreement has not terminated.

1.30  "Plan" shall mean the Brooks Automation, Inc. Deferred Compensation Plan,
      which shall be evidenced by this instrument and by each Plan Agreement, as
      they may be amended from time to time.

1.31  "Plan Agreement" shall mean a written agreement, as may be amended from
      time to time, which is entered into by and between an Employer and a
      Participant. Each Plan Agreement executed by a Participant and the
      Participant's Employer shall provide for the entire benefit to which such
      Participant is entitled under the Plan; should there be more than one Plan
      Agreement, the Plan Agreement bearing the latest date of acceptance by the
      Employer shall supersede all previous Plan Agreements in their entirety
      and shall govern such entitlement. The terms of any Plan Agreement may be
      different for any Participant, and any Plan Agreement may provide
      additional benefits not set forth in the Plan or limit the benefits
      otherwise provided under the Plan; provided, however, that any such
      additional benefits or benefit limitations must be agreed to by both the
      Employer and the Participant.

                                       4

<PAGE>

1.32  "Plan Year" shall mean, except for the First Plan Year, a period beginning
      on January 1 of each calendar year and continuing through December 31 of
      such calendar year.

1.33  "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
      Employee, separation from service with all Employers for any reason other
      than a leave of absence or death on or after the earlier of the attainment
      of (a) age sixty-five (65) or (b) age fifty-five (55) with five (5) Years
      of Service.

1.34  "Retirement Benefit" shall mean the benefit set forth in Article 6.

1.35  "Scheduled Distribution" shall mean the distribution set forth in Section
      4.1.

1.36  "Supplemental Salary Deferral" shall mean the additional amount of Base
      Salary that a Participant elects to defer for any Plan Year, as further
      specified on an Election Form approved by the Committee.

1.37  "Terminate the Plan", "Termination of the Plan" shall mean a determination
      by an Employer's board of directors that (i) all of its Participants shall
      no longer be eligible to participate in the Plan, (ii) all deferral
      elections for such Participants shall terminate, and (iii) such
      Participants shall no longer be eligible to receive company contributions
      under this Plan.

1.38  "Termination Benefit" shall mean the benefit set forth in Article 7.

1.39  "Termination of Employment" shall mean the separation from service with
      all Employers, voluntarily or involuntarily, for any reason other than
      Retirement, death or an authorized leave of absence.

1.40  "Trust" shall mean one or more trusts established by the Company in
      accordance with Article 15.

1.41  "Unforeseeable Financial Emergency" shall mean an unforeseeable emergency
      that is caused by an event beyond the control of the Participant that
      would result in severe financial hardship to the Participant resulting
      from (i) a sudden and unexpected illness or accident of the Participant,
      the Participant's spouse, or a dependent of the Participant, (ii) a loss
      of the Participant's property due to casualty, or (iii) such other similar
      extraordinary and unforeseeable circumstances arising as a result of
      events beyond the control of the Participant, all as determined in the
      sole discretion of the Committee.

1.42  "Years of Service" shall mean the total number of full years in which a
      Participant has been employed by one or more Employers. For purposes of
      this definition, a year of employment shall be a 365 day period (or 366
      day period in the case of a leap year) that, for the first year of
      employment, commences on the Employee's date of hiring and that, for any
      subsequent year, commences on an anniversary of that hiring date.

                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1   SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
      select group of management or highly compensated Employees as determined
      by the Committee in its sole discretion. From that group, the Committee
      shall select, in its sole discretion, those individuals who may actually
      participate in this Plan.

                                       5

<PAGE>

2.2   ENROLLMENT AND ELIGIBILITY REQUIREMENTS; COMMENCEMENT OF PARTICIPATION.

      (a)   As a condition to participation, each selected Employee who is
            eligible to participate in the Plan effective as of the first day of
            a Plan Year shall complete, execute and return to the Committee a
            Plan Agreement, an Election Form and a Beneficiary Designation Form,
            prior to the first day of such Plan Year, or such other earlier
            deadline as may be established by the Committee in its sole
            discretion. In addition, the Committee shall establish from time to
            time such other enrollment requirements as it determines, in its
            sole discretion, are necessary. With respect to the First Plan Year,
            each selected Employee must complete these requirements within
            thirty (30) days of the date on which such Employee becomes eligible
            to participate in the Plan. Except as provided in Section 2.2(b)
            below, with respect to any Plan Year after the First Plan Year, each
            selected Employee must complete these requirements prior to the
            first day of such Plan Year, or such other earlier deadline as may
            be established by the Committee in its sole discretion.

      (b)   A selected Employee who first becomes eligible to participate in
            this Plan after the first day of a Plan Year must complete these
            requirements within thirty (30) days after he or she first becomes
            eligible to participate in the Plan, or within such other earlier
            deadline as may be established by the Committee, in its sole
            discretion, in order to participate for that Plan Year. In such
            event, such person's participation in this Plan shall not commence
            earlier than the date determined by the Committee pursuant to
            Section 2.2(c) and such person shall not be permitted to defer under
            this Plan any portion of his or her Base Salary (including
            Supplemental Salary Deferral, if any), Bonus and/or Commissions that
            are paid with respect to services performed prior to his or her
            participation commencement date, except to the extent permitted in
            accordance with the terms of Code Section 409A and related Treasury
            guidance and Regulations thereunder.

      (c)   Each selected Employee who is eligible to participate in the Plan
            shall commence participation in the Plan on the date that the
            Committee determines, in its sole discretion, that the Employee has
            met all enrollment requirements set forth in this Plan and required
            by the Committee, including returning all required documents to the
            Committee within the specified time period. Notwithstanding the
            foregoing, the Committee shall process such Participant's deferral
            election as soon as administratively practicable after such deferral
            election is submitted to and accepted by the Committee.

      (d)   If an Employee fails to meet all requirements contained in this
            Section 2.2 within the period required, that Employee shall not be
            eligible to participate in the Plan during such Plan Year.

2.3   TERMINATION OF A PARTICIPANT'S ELIGIBILITY. The Committee shall have the
      right, in its sole discretion, to (i) terminate any deferral election the
      Participant has made for the remainder of the Plan Year in which the
      Committee makes such determination, (ii) prevent the Participant from
      making future deferral elections, and/or (iii) take further action that
      the Committee deems appropriate. Notwithstanding the foregoing, in the
      event of a Termination of the Plan in

                                       6

<PAGE>

      accordance with Section 1.37, the termination of the affected
      Participants' eligibility for participation in the Plan shall not be
      governed by this Section 2.3, but rather shall be governed by Section 1.37
      and Section 11.1. In the event that a Participant is no longer eligible to
      defer compensation under this Plan, the Participant's Account Balance
      shall continue to be governed by the terms of this Plan until such time as
      the Participant's Account Balance is paid in accordance with the terms of
      this Plan.

                                    ARTICLE 3
               DEFERRAL COMMITMENTS/COMPANY CONTRIBUTION AMOUNTS/
          COMPANY RESTORATION MATCHING AMOUNTS/VESTING/CREDITING/TAXES

3.1   MINIMUM DEFERRALS.

      (a)   ANNUAL DEFERRAL AMOUNT. For each Plan Year, a Participant may elect
            to defer, as his or her Annual Deferral Amount, Base Salary
            (including Supplemental Salary Deferral, if any), Bonus and/or
            Commissions in the following minimum amounts for each Plan Year in
            which a deferral is elected:

<TABLE>
<CAPTION>
         DEFERRAL                        MINIMUM AMOUNT
-------------------------               ----------------
<S>                                     <C>
Base Salary, Bonus and/or               $2,000 aggregate
Commissions
</TABLE>

            If the Committee determines, in its sole discretion, prior to the
            beginning of a Plan Year that a Participant has made an election for
            less than the stated minimum amounts, or if no election is made, the
            amount deferred shall be zero. If the Committee determines, in its
            sole discretion, at any time after the beginning of a Plan Year that
            a Participant has deferred less than the stated minimum amounts for
            that Plan Year, any amount credited to the Participant's Account
            Balance as the Annual Deferral Amount for that Plan Year shall be
            distributed to the Participant within sixty (60) days after the last
            day of the Plan Year in which the Committee determination was made
            to the extent permitted without violating the provisions of Code
            Section 409A and related Treasury guidance and Regulations
            thereunder.

      (b)   SHORT PLAN YEAR. Notwithstanding the foregoing, if a Participant
            first becomes a Participant after the first day of a Plan Year, or
            in the case of the First Plan Year of the Plan itself, the minimum
            Annual Deferral Amount shall be an amount equal to the minimum set
            forth above, multiplied by a fraction, the numerator of which is the
            number of complete months remaining in the Plan Year and the
            denominator of which is 12.

3.2   MAXIMUM DEFERRAL.

      (a)   ANNUAL DEFERRAL AMOUNT. For each Plan Year, a Participant may elect
            to defer, as his or her Annual Deferral Amount, Base Salary
            (including Supplemental Salary Deferral, if any), Bonus and/or
            Commissions up to the following maximum percentages for each
            deferral elected:

                                       7

<PAGE>

<TABLE>
<CAPTION>
  DEFERRAL                 MAXIMUM PERCENTAGE
-----------         ----------------------------------
<S>                 <C>
Base Salary         90% (including Supplemental Salary
                            Deferral, if any)
Bonus                              100%
Commissions                        100%
</TABLE>

      (b)   SHORT PLAN YEAR. Notwithstanding the foregoing, if a Participant
            first becomes a Participant after the first day of a Plan Year, the
            maximum Annual Deferral Amount shall be limited to the amount of
            compensation not yet earned by the Participant as of the date the
            Participant submits a Plan Agreement and Election Form to the
            Committee for acceptance.

3.3   ELECTION TO DEFER; EFFECT OF ELECTION FORM.

      (a)   FIRST PLAN YEAR. In connection with a Participant's commencement of
            participation in the Plan, the Participant shall make an irrevocable
            deferral election for the Plan Year in which the Participant
            commences participation in the Plan, along with such other elections
            as the Committee deems necessary or desirable under the Plan. For
            these elections to be valid, the Election Form must be completed and
            signed by the Participant, timely delivered to the Committee (in
            accordance with Section 2.2 above) and accepted by the Committee.

      (b)   SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an irrevocable
            deferral election for that Plan Year, and such other elections as
            the Committee deems necessary or desirable under the Plan, shall be
            made by timely delivering a new Election Form to the Committee, in
            accordance with its rules and procedures, before the end of the Plan
            Year preceding the Plan Year for which the election is made. If no
            such Election Form is timely delivered for a Plan Year, the Annual
            Deferral Amount shall be zero for that Plan Year.

      (c)   PERFORMANCE-BASED COMPENSATION. Notwithstanding the foregoing, the
            Committee may, in its sole discretion, determine that an irrevocable
            deferral election pertaining to performance-based compensation may
            be made by timely delivering a new Election Form to the Committee,
            in accordance with its rules and procedures, no later than six (6)
            months before the end of the performance service period.
            "Performance-based compensation" shall be compensation based on
            services performed over a period of at least 12 months, in
            accordance with Code Section 409A and related guidance.

3.4   WITHHOLDING AND CREDITING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year,
      the Base Salary portion of the Annual Deferral Amount shall be withheld
      from each regularly scheduled Base Salary payroll in equal amounts, as
      adjusted from time to time for increases and decreases in Base Salary. The
      Participant's Supplemental Salary Deferral, if any, shall be withheld in
      substantially equal amounts from each regularly scheduled Base Salary
      payroll period remaining in

                                       8

<PAGE>

      the Plan Year, commencing with the first Base Salary payroll period
      coincident with or next following the Participant's receipt of a refund
      payment under the 401(k) Plan. The Bonus and/or Commissions portion of the
      Annual Deferral Amount shall be withheld at the time the Bonus or
      Commissions are or otherwise would be paid to the Participant, whether or
      not this occurs during the Plan Year itself. Annual Deferral Amounts shall
      be credited to a Participant's Deferral Account at the time such amounts
      would otherwise have been paid to the Participant.

3.5   COMPANY CONTRIBUTION AMOUNT.

      (a)   For each Plan Year, an Employer may be required to credit amounts to
            a Participant's Company Contribution Account in accordance with
            employment or other agreements entered into between the Participant
            and the Employer. Such amounts shall be credited on the date or
            dates prescribed by such agreements.

      (b)   For each Plan Year, an Employer, in its sole discretion, may, but is
            not required to, credit any amount it desires to any Participant's
            Company Contribution Account under this Plan, which amount shall be
            for that Participant the Company Contribution Amount for that Plan
            Year. The amount so credited to a Participant may be smaller or
            larger than the amount credited to any other Participant, and the
            amount credited to any Participant for a Plan Year may be zero, even
            though one or more other Participants receive a Company Contribution
            Amount for that Plan Year. The Company Contribution Amount described
            in this Section 3.5(b), if any, shall be credited on a date or dates
            to be determined by the Committee, in its sole discretion.

3.6   COMPANY RESTORATION MATCHING AMOUNT. A Participant's Company Restoration
      Matching Amount for any Plan Year shall be an amount determined by the
      Committee, in its sole discretion, to make up for certain limits
      applicable to the 401(k) Plan or other qualified plan for such Plan Year,
      as identified by the Committee, or for such other purposes as determined
      by the Committee in its sole discretion. The amount so credited to a
      Participant under this Plan for any Plan Year (i) may be smaller or larger
      than the amount credited to any other Participant, and (ii) may differ
      from the amount credited to such Participant in the preceding Plan Year.
      The Participant's Company Restoration Matching Amount, if any, shall be
      credited on a date or dates to be determined by the Committee, in its sole
      discretion.

3.7   CREDITING OF AMOUNTS AFTER BENEFIT DISTRIBUTION. Notwithstanding any
      provision in this Plan to the contrary, should the complete distribution
      of a Participant's vested Account Balance occur prior to the date on which
      any portion of (i) the Annual Deferral Amount that a Participant has
      elected to defer in accordance with Section 3.3, (ii) the Company
      Contribution Amount, or (iii) the Company Restoration Matching Amount,
      would otherwise be credited to the Participant's Account Balance, such
      amounts shall not be credited to the Participant's Account Balance, but
      shall be paid to the Participant in a manner determined by the Committee,
      in its sole discretion.

                                       9

<PAGE>

3.8   VESTING.

      (a)   A Participant shall at all times be one hundred percent (100%)
            vested in his or her Deferral Account.

      (b)   A Participant shall be vested in his or her Company Contribution
            Account and Company Restoration Matching Account in accordance with
            the vesting schedule(s) set forth in his or her Plan Agreement,
            employment agreement or any other agreement entered into between the
            Participant and his or her Employer. If not addressed in such
            agreements, a Participant shall vest in his or her Company
            Contribution Account and Company Restoration Matching Account on the
            basis of the Participant's Years of Service, in accordance with the
            following schedule:

<TABLE>
<CAPTION>
        YEARS OF SERVICE                       VESTED PERCENTAGE
--------------------------------               -----------------
<S>                                            <C>
        Less than 1 year                               0%
1 year or more, but less than 2                       33%
2 years or more, but less than 3                      66%
        3 years or more                              100%
</TABLE>

      (c)   Notwithstanding anything to the contrary contained in this Section
            3.8, in the event of a Change in Control, or upon a Participant's
            Retirement or death while employed by an Employer, a Participant's
            Company Contribution Account and Company Restoration Matching
            Account shall immediately become one hundred percent (100%) vested
            (if it is not already vested in accordance with the above vesting
            schedules).

      (d)   Notwithstanding subsection 3.8(c) above, the vesting schedule for a
            Participant's Company Contribution Account and Company Restoration
            Matching Account shall not be accelerated upon a Change in Control
            to the extent that the Committee determines that such acceleration
            would cause the deduction limitations of Section 280G of the Code to
            become effective. In the event that all of a Participant's Company
            Contribution Account and/or Company Restoration Matching Account is
            not vested pursuant to such a determination, the Participant may
            request independent verification of the Committee's calculations
            with respect to the application of Section 280G. In such case, the
            Committee must provide to the Participant within ninety (90) days of
            such a request an opinion from a nationally recognized accounting
            firm selected by the Participant (the "Accounting Firm"). The
            opinion shall state the Accounting Firm's opinion that any
            limitation in the vested percentage hereunder is necessary to avoid
            the limits of Section 280G and contain supporting calculations. The
            cost of such opinion shall be paid for by the Company.

      (e)   Section 3.8(d) shall not prevent the acceleration of the vesting
            schedule applicable to a Participant's Company Contribution Account
            and/or Company Restoration Matching Account if such Participant is
            entitled to a "gross-up" payment, to eliminate the effect of the
            Code section 4999 excise tax, pursuant to his or her employment
            agreement or other agreement entered into between such Participant
            and the Employer.

                                       10

<PAGE>

3.9   CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
      to, the rules and procedures that are established from time to time by the
      Committee, in its sole discretion, amounts shall be credited or debited to
      a Participant's Account Balance in accordance with the following rules:

      (a)   MEASUREMENT FUNDS. The Participant may elect one or more of the
            measurement funds selected by the Committee, in its sole discretion,
            which are based on certain mutual funds (the "Measurement Funds"),
            for the purpose of crediting or debiting additional amounts to his
            or her Account Balance. As necessary, the Committee may, in its sole
            discretion, discontinue, substitute or add a Measurement Fund. Each
            such action will take effect as of the first day of the first
            calendar quarter that begins at least thirty (30) days after the day
            on which the Committee gives Participants advance written notice of
            such change.

      (b)   ELECTION OF MEASUREMENT FUNDS. A Participant, in connection with his
            or her initial deferral election in accordance with Section 3.3(a)
            above, shall elect, on the Election Form, one or more Measurement
            Fund(s) (as described in Section 3.9(a) above) to be used to
            determine the amounts to be credited or debited to his or her
            Account Balance. If a Participant does not elect any of the
            Measurement Funds as described in the previous sentence, the
            Participant's Account Balance shall automatically be allocated into
            the Money Market Measurement Fund, or such other default Measurement
            Fund(s) selected by the Committee, in its sole discretion, and
            communicated to Participants. The Participant may (but is not
            required to) elect, by submitting an Election Form to the Committee
            that is accepted by the Committee, to add or delete one or more
            Measurement Fund(s) to be used to determine the amounts to be
            credited or debited to his or her Account Balance, or to change the
            portion of his or her Account Balance allocated to each previously
            or newly elected Measurement Fund. If an election is made in
            accordance with the previous sentence, it shall apply as of the
            first business day deemed reasonably practicable by the Committee,
            in its sole discretion, and shall continue thereafter for each
            subsequent day in which the Participant participates in the Plan,
            unless changed in accordance with the previous sentence.

      (c)   PROPORTIONATE ALLOCATION. In making any election described in
            Section 3.9(b) above, the Participant shall specify on the Election
            Form, in increments of one percent (1%), the percentage of his or
            her Account Balance or Measurement Fund, as applicable, to be
            allocated/reallocated.

      (d)   CREDITING OR DEBITING METHOD. The performance of each Measurement
            Fund (either positive or negative) will be determined on a daily
            basis based on the manner in which such Participant's Account
            Balance has been hypothetically allocated among the Measurement
            Funds by the Participant.

      (e)   NO ACTUAL INVESTMENT. Notwithstanding any other provision of this
            Plan that may be interpreted to the contrary, the Measurement Funds
            are to be used for measurement purposes only, and a Participant's
            election of any such Measurement Fund, the allocation of his or her
            Account Balance

                                       11

<PAGE>

            thereto, the calculation of additional amounts and the crediting or
            debiting of such amounts to a Participant's Account Balance shall
            not be considered or construed in any manner as an actual investment
            of his or her Account Balance in any such Measurement Fund. In the
            event that the Company or the Trustee (as that term is defined in
            the Trust), in its own discretion, decides to invest funds in any or
            all of the investments on which the Measurement Funds are based, no
            Participant shall have any rights in or to such investments
            themselves. Without limiting the foregoing, a Participant's Account
            Balance shall at all times be a bookkeeping entry only and shall not
            represent any investment made on his or her behalf by the Company or
            the Trust; the Participant shall at all times remain an unsecured
            creditor of the Company.

3.10  FICA AND OTHER TAXES.

      (a)   ANNUAL DEFERRAL AMOUNTS. For each Plan Year in which an Annual
            Deferral Amount is being withheld from a Participant, the
            Participant's Employer(s) shall withhold from that portion of the
            Participant's Base Salary, Bonus and/or Commissions that is not
            being deferred, in a manner determined by the Employer(s), the
            Participant's share of FICA and other employment taxes on such
            Annual Deferral Amount. If necessary, the Committee may reduce the
            Annual Deferral Amount in order to comply with this Section 3.10.

      (b)   COMPANY RESTORATION MATCHING ACCOUNT AND COMPANY CONTRIBUTION
            ACCOUNT. When a Participant becomes vested in a portion of his or
            her Company Restoration Matching Account and/or Company Contribution
            Account, the Participant's Employer(s) shall withhold from that
            portion of the Participant's Base Salary, Bonus and/or Commissions
            that is not deferred, in a manner determined by the Employer(s), the
            Participant's share of FICA and other employment taxes on such
            Company Restoration Matching Amount and/or Company Contribution
            Amount. If necessary, the Committee may reduce the vested portion of
            the Participant's Company Restoration Matching Account or Company
            Contribution Account, as applicable, in order to comply with this
            Section 3.10.

      (c)   DISTRIBUTIONS. The Participant's Employer(s), or the trustee of the
            Trust, shall withhold from any payments made to a Participant under
            this Plan all federal, state and local income, employment and other
            taxes required to be withheld by the Employer(s), or the trustee of
            the Trust, in connection with such payments, in amounts and in a
            manner to be determined in the sole discretion of the Employer(s)
            and the trustee of the Trust.

                                       12
<PAGE>

                                    ARTICLE 4
           SCHEDULED DISTRIBUTION; UNFORESEEABLE FINANCIAL EMERGENCIES

4.1   SCHEDULED DISTRIBUTION. In connection with each election to defer an
      Annual Deferral Amount, a Participant may irrevocably elect to receive a
      Scheduled Distribution, in the form of a lump sum payment, from the Plan
      with respect to all or a portion of the Annual Deferral Amount. The
      Scheduled Distribution shall be a lump sum payment in an amount that is
      equal to the portion of the Annual Deferral Amount the Participant elected
      to have distributed as a Scheduled Distribution, plus amounts credited or
      debited in the manner provided in Section 3.9 above on that amount,
      calculated as of the close of business on or around the date on which the
      Scheduled Distribution becomes payable, as determined by the Committee in
      its sole discretion. Subject to the other terms and conditions of this
      Plan, each Scheduled Distribution elected shall be paid out during a sixty
      (60) day period commencing immediately after the first day of any Plan
      Year designated by the Participant (the "Scheduled Distribution Date").
      The Scheduled Distribution Date designated by the Participant must be at
      least three (3) Plan Years after the end of the Plan Year to which the
      Participant's deferral election described in Section 3.3 relates. By way
      of example, if a Scheduled Distribution is elected for Annual Deferral
      Amounts that are earned in the Plan Year commencing January 1, 2006, the
      earliest Scheduled Distribution Date would be January 1, 2010, and the
      Scheduled Distribution would be payable during the sixty (60) day period
      commencing immediately after such Scheduled Distribution Date.

4.2   POSTPONING SCHEDULED DISTRIBUTIONS. A Participant may elect to postpone a
      Scheduled Distribution described in Section 4.1 above, and have such
      amount paid out during a sixty (60) day period commencing immediately
      after an allowable alternative Scheduled Distribution Date designated by
      the Participant in accordance with this Section 4.2. In order to make this
      election, the Participant must submit a new Scheduled Distribution
      Election Form to the Committee in accordance with the following criteria:

      (a)   Such Scheduled Distribution Election Form must be submitted to and
            accepted by the Committee in its sole discretion at least twelve
            (12) months prior to the Participant's previously designated
            Scheduled Distribution Date;

      (b)   The new Scheduled Distribution Date selected by the Participant must
            be the first day of a Plan Year, and must be at least five years
            after the previously designated Scheduled Distribution Date; and

      (c)   The election of the new Scheduled Distribution Date shall have no
            effect until at least twelve (12) months after the date on which the
            election is made.

4.3   OTHER BENEFITS TAKE PRECEDENCE OVER SCHEDULED DISTRIBUTIONS. Should a
      Benefit Distribution Date occur that triggers a benefit under Articles 5,
      6, 7 or 8, any Annual Deferral Amount that is subject to a Scheduled
      Distribution election under Section 4.1 shall not be paid in accordance
      with Section 4.1, but shall be paid in accordance with the other
      applicable Article. Notwithstanding the foregoing, the Committee shall
      interpret this Section 4.3 in a manner that is

                                       13
<PAGE>

      consistent with Code Section 409A and other applicable tax law, including
      but not limited to Treasury guidance and Regulations issued after the
      effective date of this Plan.

4.4   WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.

      (a)   If the Participant experiences an Unforeseeable Financial Emergency,
            the Participant may petition the Committee to suspend deferrals of
            Base Salary (including Supplemental Salary Deferral, if any), Bonus
            and Commissions to the extent deemed necessary by the Committee to
            satisfy the Unforeseeable Financial Emergency. If suspension of
            deferrals is not sufficient to satisfy the Participant's
            Unforeseeable Financial Emergency, or if suspension of deferrals is
            not required under Code Section 409A and other applicable tax law,
            the Participant may further petition the Committee to receive a
            partial or full payout from the Plan. The Participant shall only
            receive a payout from the Plan to the extent such payout is deemed
            necessary by the Committee to satisfy the Participant's
            Unforeseeable Financial Emergency, plus amounts reasonably necessary
            to pay taxes anticipated as a result of the distribution.

      (b)   The payout shall not exceed the lesser of (i) the Participant's
            vested Account Balance, calculated as of the close of business on or
            around the date on which the amount becomes payable, as determined
            by the Committee in its sole discretion, or (ii) the amount
            necessary to satisfy the Unforeseeable Financial Emergency, plus
            amounts reasonably necessary to pay taxes anticipated as a result of
            the distribution. Notwithstanding the foregoing, a Participant may
            not receive a payout from the Plan to the extent that the
            Unforeseeable Financial Emergency is or may be relieved (A) through
            reimbursement or compensation by insurance or otherwise, (B) by
            liquidation of the Participant's assets, to the extent the
            liquidation of such assets would not itself cause severe financial
            hardship or (C) by suspension of deferrals under this Plan, if the
            Committee, in its sole discretion, determines that suspension is
            required by Code Section 409A and other applicable tax law.

      (c)   If the Committee, in its sole discretion, approves a Participant's
            petition for suspension, the Participant's deferrals under this Plan
            shall be suspended as of the date of such approval. If the
            Committee, in its sole discretion, approves a Participant's petition
            for suspension and payout, the Participant's deferrals under this
            Plan shall be suspended as of the date of such approval and the
            Participant shall receive a payout from the Plan within sixty (60)
            days of the date of such approval.

      (d)   Notwithstanding the foregoing, the Committee shall interpret all
            provisions relating to suspension and/or payout under this Section
            4.4 in a manner that is consistent with Code Section 409A and other
            applicable tax law, including but not limited to Treasury guidance
            and Regulations issued after the effective date of this Plan.

                                       14
<PAGE>

                                    ARTICLE 5
                            CHANGE IN CONTROL BENEFIT

5.1   CHANGE IN CONTROL BENEFIT. A Participant, in connection with his or her
      commencement of participation in the Plan, shall irrevocably elect on an
      Election Form whether to (i) receive a Change in Control Benefit upon the
      occurrence of a Change in Control, which shall be equal to the
      Participant's vested Account Balance, calculated as of the close of
      business on or around the Participant's Benefit Distribution Date, as
      determined by the Committee in its sole discretion, or (ii) to have his or
      her Account Balance remain in the Plan upon the occurrence of a Change in
      Control and to have his or her Account Balance remain subject to the terms
      and conditions of the Plan. If a Participant does not make any election
      with respect to the payment of the Change in Control Benefit, then such
      Participant's Account Balance shall remain in the Plan upon a Change in
      Control and shall be subject to the terms and conditions of the Plan.

5.2   PAYMENT OF CHANGE IN CONTROL BENEFIT. The Change in Control Benefit, if
      any, shall be paid to the Participant in a lump sum no later than sixty
      (60) days after the Participant's Benefit Distribution Date.
      Notwithstanding the foregoing, the Committee shall interpret all
      provisions in this Plan relating to a Change in Control Benefit in a
      manner that is consistent with Code Section 409A and other applicable tax
      law, including but not limited to Treasury guidance and Regulations issued
      after the effective date of this Plan.

                                    ARTICLE 6
                               RETIREMENT BENEFIT

6.1   RETIREMENT BENEFIT. A Participant who Retires shall receive, as a
      Retirement Benefit, his or her vested Account Balance, calculated as of
      the close of business on or around the Participant's Benefit Distribution
      Date, as determined by the Committee in its sole discretion.

6.2   PAYMENT OF RETIREMENT BENEFIT.

      (a)   A Participant, in connection with his or her commencement of
            participation in the Plan, shall elect on an Election Form to
            receive the Retirement Benefit in a lump sum or pursuant to an
            Annual Installment Method of up to fifteen (15) years. The
            Participant may change this election by submitting an Election Form
            to the Committee in accordance with the following criteria:

            (i)   Such Election Form must be submitted to and accepted by the
                  Committee in its sole discretion at least twelve (12) months
                  prior to the Participant's previously scheduled Benefit
                  Distribution Date; and

            (ii)  Each election shall result in the first Retirement Benefit
                  payment being delayed for five (5) years from the previously
                  scheduled Benefit Distribution Date. By way of example, if a
                  Participant makes two elections to change the form of the
                  Retirement Benefit in accordance with this Section, his or her
                  first Retirement Benefit payment shall be delayed for a total
                  of ten (10) years from the

                                       15
<PAGE>

                  originally scheduled Benefit Distribution Date described in
                  Section 1.7(a); and

            (iii) The election to modify the Retirement Benefit shall have no
                  effect until at least twelve (12) months after the date on
                  which the election is made; and

            (iv)  Notwithstanding the foregoing, the Committee shall interpret
                  all provisions relating to changing the Retirement Benefit
                  election under this Section 6.2 in a manner that is consistent
                  with Code Section 409A and other applicable tax law, including
                  but not limited to Treasury guidance and Regulations issued
                  after the effective date of this Plan. Accordingly, if a
                  Participant's subsequent Retirement Benefit distribution
                  election would result in the shortening of the length of the
                  Retirement Benefit payment period (e.g., a Participant changes
                  an existing distribution election from annual installments to
                  a lump sum payment; from fifteen (15) annual installments to
                  five (5) annual installments, etc.), and the Committee
                  determines such election to be inconsistent with Code Section
                  409A and other applicable tax law, the election shall not be
                  effective.

            The Election Form most recently accepted by the Committee shall
            govern the payout of the Retirement Benefit. Notwithstanding the
            foregoing, if the Participant's vested Account Balance at the time
            of his or her Benefit Distribution Date is less than $100,000, the
            Participant's entire vested Account Balance shall be paid to the
            Participant in a lump sum. If a Participant does not make any
            election with respect to the payment of the Retirement Benefit in
            connection with his or her commencement of participation in the
            Plan, then such Participant shall be deemed to have elected to
            receive the Retirement Benefit in a lump sum.

      (b)   The lump sum payment shall be made, or installment payments shall
            commence, no later than sixty (60) days after the Participant's
            Benefit Distribution Date. Remaining installments, if any, shall be
            paid no later than sixty (60) days after each anniversary of the
            Participant's Benefit Distribution Date.

                                    ARTICLE 7
                               TERMINATION BENEFIT

7.1   TERMINATION BENEFIT. A Participant who experiences a Termination of
      Employment shall receive, as a Termination Benefit, his or her vested
      Account Balance, calculated as of the close of business on or around the
      Participant's Benefit Distribution Date, as determined by the Committee in
      its sole discretion.

7.2   PAYMENT OF TERMINATION BENEFIT.

      (a)   In the event the Participant experiences a voluntary Termination of
            Employment, the Termination Benefit shall be paid to the Participant
            in a lump sum payment no later than sixty (60) days after the
            Participant's Benefit Distribution Date.

                                       16
<PAGE>

      (b)   A Participant, in connection with his or her commencement of
            participation in the Plan, shall elect on an Election Form to
            receive the Termination Benefit, payable in the event of his or her
            involuntary Termination of Employment, in a lump sum or pursuant to
            an Annual Installment Method of up to five (5) years. The
            Participant may change this election by submitting an Election Form
            to the Committee in accordance with the following criteria:

            (i)   Such Election Form must be submitted to and accepted by the
                  Committee in its sole discretion at least twelve (12) months
                  prior to the Participant's previously scheduled Benefit
                  Distribution Date; and

            (ii)  Each election shall result in the first Termination Benefit
                  payment being delayed for five (5) years from the previously
                  scheduled Benefit Distribution Date. By way of example, if a
                  Participant makes two elections to change the form of the
                  Termination Benefit in accordance with this Section, his or
                  her first Termination Benefit payment shall be delayed for a
                  total of ten (10) years from the originally scheduled Benefit
                  Distribution Date described in Section 1.7(b); and

            (iii) The election to modify the Termination Benefit shall have no
                  effect until at least twelve (12) months after the date on
                  which the election is made; and

            (iv)  Notwithstanding the foregoing, the Committee shall interpret
                  all provisions relating to changing the Termination Benefit
                  election under this Section 7.2 in a manner that is consistent
                  with Code Section 409A and other applicable tax law, including
                  but not limited to Treasury guidance and Regulations issued
                  after the effective date of this Plan. Accordingly, if a
                  Participant's subsequent Termination Benefit distribution
                  election would result in the shortening of the length of the
                  Termination Benefit payment period (e.g., a Participant
                  changes an existing distribution election from annual
                  installments to a lump sum payment; from five (5) annual
                  installments to three (3) annual installments, etc.), and the
                  Committee determines such election to be inconsistent with
                  Code Section 409A and other applicable tax law, the election
                  shall not be effective.

            The Election Form most recently accepted by the Committee shall
            govern the payout of the Termination Benefit. Notwithstanding the
            foregoing, if the Participant's vested Account Balance at the time
            of his or her Benefit Distribution Date is less than $100,000, the
            Participant's entire vested Account Balance shall be paid to the
            Participant in a lump sum. If a Participant does not make any
            election with respect to the payment of the Termination Benefit in
            connection with his or her commencement of participation in the
            Plan, then such Participant shall be deemed to have elected to
            receive the Termination Benefit in a lump sum.

            The lump sum payment shall be made, or installment payments shall
            commence, no later than sixty (60) days after the Participant's
            Benefit

                                       17
<PAGE>

            Distribution Date. Remaining installments, if any, shall be paid no
            later than sixty (60) days after each anniversary of the
            Participant's Benefit Distribution Date.

                                    ARTICLE 8
                                  DEATH BENEFIT

8.1   DEATH BENEFIT. The Participant's Beneficiary(ies) shall receive a Death
      Benefit upon the Participant's death which will be equal to the
      Participant's vested Account Balance, calculated as of the close of
      business on or around the Participant's Benefit Distribution Date, as
      selected by the Committee in its sole discretion.

8.2   PAYMENT OF DEATH BENEFIT.

      (a)   A Participant, in connection with his or her commencement of
            participation in the Plan, shall elect on an Election Form for his
            or her Beneficiary(ies) to receive the Death Benefit in a lump sum
            or pursuant to an Annual Installment Method of up to three (3)
            years. The Participant may change this election by submitting an
            Election Form to the Committee, provided that any such Election Form
            is submitted to and accepted by the Committee in its sole discretion
            at least twelve (12) months prior to the Participant's death.

            Notwithstanding the foregoing, the Committee shall interpret all
            provisions relating to changing the Death Benefit election under
            this Section 8.2 in a manner that is consistent with Code Section
            409A and other applicable tax law, including but not limited to
            Treasury guidance and Regulations issued after the effective date of
            this Plan. Accordingly, if a Participant's subsequent Death Benefit
            distribution election would result in the shortening of the length
            of the Death Benefit payment period (e.g., a Participant changes an
            existing distribution election from annual installments to a lump
            sum payment; from three (3) annual installments to two (2) annual
            installments, etc.), and the Committee determines such election to
            be inconsistent with Code Section 409A and other applicable tax law,
            the election shall not be effective.

            The Election Form most recently accepted by the Committee shall
            govern the payout of the Death Benefit. Notwithstanding the
            foregoing, if the Participant's vested Account Balance at the time
            of his or her Benefit Distribution Date is less than $100,000, the
            Participant's entire vested Account Balance shall be paid to the
            Participant's Beneficiary(ies) in a lump sum. If a Participant does
            not make any election with respect to the payment of the Death
            Benefit, then such benefit shall be payable in a lump sum.

      (b)   The Death Benefit shall be paid to the Participant's
            Beneficiary(ies) in a lump sum payment, or installment payments
            shall commence, no later than sixty (60) days after the
            Participant's Benefit Distribution Date. Remaining installments, if
            any, shall be paid no later than sixty (60) days after each
            anniversary of the Participant's Benefit Distribution Date.

                                       18
<PAGE>

                                    ARTICLE 9
                             BENEFICIARY DESIGNATION

9.1   BENEFICIARY. Each Participant shall have the right, at any time, to
      designate his or her Beneficiary(ies) (both primary as well as contingent)
      to receive any benefits payable under the Plan to a beneficiary upon the
      death of a Participant. The Beneficiary designated under this Plan may be
      the same as or different from the Beneficiary designation under any other
      plan of an Employer in which the Participant participates.

9.2   BENEFICIARY DESIGNATION AND CHANGE. A Participant shall designate his or
      her Beneficiary by completing and signing the Beneficiary Designation
      Form, and returning it to the Committee or its designated agent. A
      Participant shall have the right to change a Beneficiary by completing,
      signing and otherwise complying with the terms of the Beneficiary
      Designation Form and the Committee's rules and procedures, as in effect
      from time to time. Upon the acceptance by the Committee of a new
      Beneficiary Designation Form, all Beneficiary designations previously
      filed shall be canceled. The Committee shall be entitled to rely on the
      last Beneficiary Designation Form filed by the Participant and accepted by
      the Committee prior to his or her death.

9.3   ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary
      shall be effective until received and acknowledged in writing by the
      Committee or its designated agent.

9.4   NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
      Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
      designated Beneficiaries predecease the Participant or die prior to
      complete distribution of the Participant's benefits, then the
      Participant's designated Beneficiary shall be deemed to be his or her
      surviving spouse. If the Participant has no surviving spouse, the benefits
      remaining under the Plan to be paid to a Beneficiary shall be payable to
      the executor or personal representative of the Participant's estate.

9.5   DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper
      Beneficiary to receive payments pursuant to this Plan, the Committee shall
      have the right, exercisable in its discretion, to cause the Participant's
      Employer to withhold such payments until this matter is resolved to the
      Committee's satisfaction.

9.6   DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
      Beneficiary shall fully and completely discharge all Employers and the
      Committee from all further obligations under this Plan with respect to the
      Participant, and that Participant's Plan Agreement shall terminate upon
      such full payment of benefits.

                                       19
<PAGE>

                                   ARTICLE 10
                                LEAVE OF ABSENCE

10.1  PAID LEAVE OF ABSENCE. If a Participant is authorized by the Participant's
      Employer to take a paid leave of absence from the employment of the
      Employer, (i) the Participant shall continue to be considered eligible for
      the benefits provided in Articles 4, 5, 6, 7 or 8 in accordance with the
      provisions of those Articles, and (ii) the Annual Deferral Amount shall
      continue to be withheld during such paid leave of absence in accordance
      with Section 3.3.

10.2  UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
      Participant's Employer to take an unpaid leave of absence from the
      employment of the Employer for any reason, such Participant shall continue
      to be eligible for the benefits provided in Articles 4, 5, 6, 7 or 8 in
      accordance with the provisions of those Articles. However, the Participant
      shall be excused from fulfilling his or her Annual Deferral Amount
      commitment that would otherwise have been withheld during the remainder of
      the Plan Year in which the unpaid leave of absence is taken. During the
      unpaid leave of absence, the Participant shall not be allowed to make any
      additional deferral elections. However, if the Participant returns to
      employment, the Participant may elect to defer an Annual Deferral Amount
      for the Plan Year following his or her return to employment and for every
      Plan Year thereafter while a Participant in the Plan, provided such
      deferral elections are otherwise allowed and an Election Form is delivered
      to and accepted by the Committee for each such election in accordance with
      Section 3.3 above.

                                   ARTICLE 11
                 TERMINATION OF PLAN, AMENDMENT OR MODIFICATION

11.1  TERMINATION OF PLAN. Although each Employer anticipates that it will
      continue the Plan for an indefinite period of time, there is no guarantee
      that any Employer will continue the Plan or will not terminate the Plan at
      any time in the future. Accordingly, each Employer reserves the right to
      Terminate the Plan (as defined in Section 1.37). In the event of a
      Termination of the Plan, the Measurement Funds available to Participants
      following the Termination of the Plan shall be comparable in number and
      type to those Measurement Funds available to Participants in the Plan Year
      preceding the Plan Year in which the Termination of the Plan is effective.
      Following a Termination of the Plan, Participant Account Balances shall
      remain in the Plan until the Participant becomes eligible for the benefits
      provided in Articles 4, 5, 6, 7 or 8 in accordance with the provisions of
      those Articles. The Termination of the Plan shall not adversely affect any
      Participant or Beneficiary who has become entitled to the payment of any
      benefits under the Plan as of the date of termination. Notwithstanding the
      foregoing, to the maximum extent permitted under Code Section 409A and
      other applicable tax law, including but not limited to Treasury guidance
      and Regulations issued after the effective date of this Plan, the Employer
      shall be permitted to terminate the Plan and distribute all benefits
      accrued hereunder in a lump sum.

11.2  AMENDMENT. Any Employer may, at any time, amend or modify the Plan in
      whole or in part with respect to that Employer. Notwithstanding the
      foregoing, (i) no amendment or modification shall be effective to decrease
      the value of a Participant's vested Account Balance in existence at the
      time the amendment or

                                       20
<PAGE>

      modification is made, and (ii) no amendment or modification of this
      Section 11.2 or Section 12.2 of the Plan shall be effective.

11.3  PLAN AGREEMENT. Despite the provisions of Sections 11.1 and 11.2 above, if
      a Participant's Plan Agreement contains benefits or limitations that are
      not in this Plan document, the Employer may only amend or terminate such
      provisions with the written consent of the Participant.

11.4  EFFECT OF PAYMENT. The full payment of the Participant's vested Account
      Balance under Articles 4, 5, 6, 7 or 8 of the Plan shall completely
      discharge all obligations to a Participant and his or her designated
      Beneficiaries under this Plan, and the Participant's Plan Agreement shall
      terminate.

                                   ARTICLE 12
                                 ADMINISTRATION

12.1  COMMITTEE DUTIES. Except as otherwise provided in this Article 12, this
      Plan shall be administered by a Committee, which shall consist of the
      Board, or such committee as the Board shall appoint. Members of the
      Committee may be Participants under this Plan. The Committee shall also
      have the discretion and authority to (i) make, amend, interpret, and
      enforce all appropriate rules and regulations for the administration of
      this Plan, and (ii) decide or resolve any and all questions including
      interpretations of this Plan, as may arise in connection with the Plan.
      Any individual serving on the Committee who is a Participant shall not
      vote or act on any matter relating solely to himself or herself. When
      making a determination or calculation, the Committee shall be entitled to
      rely on information furnished by a Participant or the Company.

12.2  ADMINISTRATION UPON CHANGE IN CONTROL. For purposes of this Plan, the
      Committee shall be the "Administrator" at all times prior to the
      occurrence of a Change in Control. Within one hundred and twenty (120)
      days following a Change in Control, an independent third party
      "Administrator" may be selected by the individual who, immediately prior
      to the Change in Control, was the Company's Chief Executive Officer or, if
      not so identified, the Company's highest ranking officer (the "Ex-CEO"),
      and approved by the Trustee. The Committee, as constituted prior to the
      Change in Control, shall continue to be the Administrator until the
      earlier of (i) the date on which such independent third party is selected
      and approved, or (ii) the expiration of the one hundred and twenty (120)
      day period following the Change in Control. If an independent third party
      is not selected within one hundred and twenty (120) days of such Change in
      Control, the Committee, as described in Section 12.1 above, shall be the
      Administrator. The Administrator shall have the discretionary power to
      determine all questions arising in connection with the administration of
      the Plan and the interpretation of the Plan and Trust including, but not
      limited to benefit entitlement determinations; provided, however, upon and
      after the occurrence of a Change in Control, the Administrator shall have
      no power to direct the investment of Plan or Trust assets or select any
      investment manager or custodial firm for the Plan or Trust. Upon and after
      the occurrence of a Change in Control, the Company must: (1) pay all
      reasonable administrative expenses and fees of the Administrator; (2)
      indemnify the Administrator against any costs, expenses and liabilities
      including, without limitation, attorney's fees and expenses arising in
      connection with the performance of the Administrator hereunder, except
      with

                                       21
<PAGE>

      respect to matters resulting from the gross negligence or willful
      misconduct of the Administrator or its employees or agents; and (3) supply
      full and timely information to the Administrator on all matters relating
      to the Plan, the Trust, the Participants and their Beneficiaries, the
      Account Balances of the Participants, the date and circumstances of the
      Retirement, death or Termination of Employment of the Participants, and
      such other pertinent information as the Administrator may reasonably
      require. Upon and after a Change in Control, the Administrator may be
      terminated (and a replacement appointed) by the Trustee only with the
      approval of the Ex-CEO. Upon and after a Change in Control, the
      Administrator may not be terminated by the Company.

12.3  AGENTS. In the administration of this Plan, the Committee may, from time
      to time, employ agents and delegate to them such administrative duties as
      it sees fit (including acting through a duly appointed representative) and
      may from time to time consult with counsel who may be counsel to any
      Employer.

12.4  BINDING EFFECT OF DECISIONS. The decision or action of the Administrator
      with respect to any question arising out of or in connection with the
      administration, interpretation and application of the Plan and the rules
      and regulations promulgated hereunder shall be final and conclusive and
      binding upon all persons having any interest in the Plan.

12.5  INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless
      the members of the Committee, any Employee to whom the duties of the
      Committee may be delegated, and the Administrator against any and all
      claims, losses, damages, expenses or liabilities arising from any action
      or failure to act with respect to this Plan, except in the case of willful
      misconduct by the Committee, any of its members, any such Employee or the
      Administrator.

12.6  EMPLOYER INFORMATION. To enable the Committee and/or Administrator to
      perform its functions, the Company and each Employer shall supply full and
      timely information to the Committee and/or Administrator, as the case may
      be, on all matters relating to the compensation of its Participants, the
      date and circumstances of the Retirement, death or Termination of
      Employment of its Participants, and such other pertinent information as
      the Committee or Administrator may reasonably require.

                                   ARTICLE 13
                          OTHER BENEFITS AND AGREEMENTS

13.1  COORDINATION WITH OTHER BENEFITS. The benefits provided for a Participant
      and Participant's Beneficiary under the Plan are in addition to any other
      benefits available to such Participant under any other plan or program for
      employees of the Participant's Employer. The Plan shall supplement and
      shall not supersede, modify or amend any other such plan or program except
      as may otherwise be expressly provided.

                                       22
<PAGE>

                                   ARTICLE 14
                                CLAIMS PROCEDURES

14.1  PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
      Participant (such Participant or Beneficiary being referred to below as a
      "Claimant") may deliver to the Committee a written claim for a
      determination with respect to the amounts distributable to such Claimant
      from the Plan. If such a claim relates to the contents of a notice
      received by the Claimant, the claim must be made within sixty (60) days
      after such notice was received by the Claimant. All other claims must be
      made within 180 days of the date on which the event that caused the claim
      to arise occurred. The claim must state with particularity the
      determination desired by the Claimant.

14.2  NOTIFICATION OF DECISION. The Committee shall consider a Claimant's claim
      within a reasonable time, but no later than ninety (90) days after
      receiving the claim. If the Committee determines that special
      circumstances require an extension of time for processing the claim,
      written notice of the extension shall be furnished to the Claimant prior
      to the termination of the initial ninety (90) day period. In no event
      shall such extension exceed a period of ninety (90) days from the end of
      the initial period. The extension notice shall indicate the special
      circumstances requiring an extension of time and the date by which the
      Committee expects to render the benefit determination. The Committee shall
      notify the Claimant in writing:

      (a)   that the Claimant's requested determination has been made, and that
            the claim has been allowed in full; or

      (b)   that the Committee has reached a conclusion contrary, in whole or in
            part, to the Claimant's requested determination, and such notice
            must set forth in a manner calculated to be understood by the
            Claimant:

            (i)   the specific reason(s) for the denial of the claim, or any
                  part of it;

            (ii)  specific reference(s) to pertinent provisions of the Plan upon
                  which such denial was based;

            (iii) a description of any additional material or information
                  necessary for the Claimant to perfect the claim, and an
                  explanation of why such material or information is necessary;

            (iv)  an explanation of the claim review procedure set forth in
                  Section 14.3 below; and

            (v)   a statement of the Claimant's right to bring a civil action
                  under ERISA Section 502(a) following an adverse benefit
                  determination on review.

14.3  REVIEW OF A DENIED CLAIM. On or before sixty (60) days after receiving a
      notice from the Committee that a claim has been denied, in whole or in
      part, a Claimant (or the Claimant's duly authorized representative) may
      file with the Committee a written request for a review of the denial of
      the claim. The Claimant (or the Claimant's duly authorized
      representative):

                                       23
<PAGE>

      (a)   may, upon request and free of charge, have reasonable access to, and
            copies of, all documents, records and other information relevant to
            the claim for benefits;

      (b)   may submit written comments or other documents; and/or

      (c)   may request a hearing, which the Committee, in its sole discretion,
            may grant.

14.4  DECISION ON REVIEW. The Committee shall render its decision on review
      promptly, and no later than sixty (60) days after the Committee receives
      the Claimant's written request for a review of the denial of the claim. If
      the Committee determines that special circumstances require an extension
      of time for processing the claim, written notice of the extension shall be
      furnished to the Claimant prior to the termination of the initial sixty
      (60) day period. In no event shall such extension exceed a period of sixty
      (60) days from the end of the initial period. The extension notice shall
      indicate the special circumstances requiring an extension of time and the
      date by which the Committee expects to render the benefit determination.
      In rendering its decision, the Committee shall take into account all
      comments, documents, records and other information submitted by the
      Claimant relating to the claim, without regard to whether such information
      was submitted or considered in the initial benefit determination. The
      decision must be written in a manner calculated to be understood by the
      Claimant, and it must contain:

      (a)   specific reasons for the decision;

      (b)   specific reference(s) to the pertinent Plan provisions upon which
            the decision was based;

      (c)   a statement that the Claimant is entitled to receive, upon request
            and free of charge, reasonable access to and copies of, all
            documents, records and other information relevant (as defined in
            applicable ERISA regulations) to the Claimant's claim for benefits;
            and

      (d)   a statement of the Claimant's right to bring a civil action under
            ERISA Section 502(a).

14.5  LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
      this Article 14 is a mandatory prerequisite to a Claimant's right to
      commence any legal action with respect to any claim for benefits under
      this Plan.

                                   ARTICLE 15
                                      TRUST

15.1  ESTABLISHMENT OF THE TRUST. In order to provide assets from which to
      fulfill the obligations of the Participants and their beneficiaries under
      the Plan, the Company may establish a trust by a trust agreement with a
      third party, the trustee, to which each Employer may, in its discretion,
      contribute cash or other property to provide for the benefit payments
      under the Plan, (the "Trust").

15.2  INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
      and the Plan Agreement shall govern the rights of a Participant to receive
      distributions pursuant to the Plan. The provisions of the Trust shall
      govern the rights of the Employers, Participants and the creditors of the
      Employers to the assets

                                       24
<PAGE>

      transferred to the Trust. Each Employer shall at all times remain liable
      to carry out its obligations under the Plan.

15.3  DISTRIBUTIONS FROM THE TRUST. Each Employer's obligations under the Plan
      may be satisfied with Trust assets distributed pursuant to the terms of
      the Trust, and any such distribution shall reduce the Employer's
      obligations under this Plan.

                                   ARTICLE 16
                                  MISCELLANEOUS

16.1  STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
      within the meaning of Code Section 401(a) and that "is unfunded and is
      maintained by an employer primarily for the purpose of providing deferred
      compensation for a select group of management or highly compensated
      employees" within the meaning of ERISA Sections 201(2), 301(a)(3) and
      401(a)(1). The Plan shall be administered and interpreted to the extent
      possible in a manner consistent with that intent.

16.2  UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs,
      successors and assigns shall have no legal or equitable rights, interests
      or claims in any property or assets of an Employer. For purposes of the
      payment of benefits under this Plan, any and all of an Employer's assets
      shall be, and remain, the general, unpledged unrestricted assets of the
      Employer. An Employer's obligation under the Plan shall be merely that of
      an unfunded and unsecured promise to pay money in the future.

16.3  EMPLOYER'S LIABILITY. An Employer's liability for the payment of benefits
      shall be defined only by the Plan and the Plan Agreement, as entered into
      between the Employer and a Participant. An Employer shall have no
      obligation to a Participant under the Plan except as expressly provided in
      the Plan and his or her Plan Agreement.

16.4  NONASSIGNABILITY. Neither a Participant nor any other person shall have
      any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
      or otherwise encumber, transfer, hypothecate, alienate or convey in
      advance of actual receipt, the amounts, if any, payable hereunder, or any
      part thereof, which are, and all rights to which are expressly declared to
      be, unassignable and non-transferable. No part of the amounts payable
      shall, prior to actual payment, be subject to seizure, attachment,
      garnishment or sequestration for the payment of any debts, judgments,
      alimony or separate maintenance owed by a Participant or any other person,
      be transferable by operation of law in the event of a Participant's or any
      other person's bankruptcy or insolvency or be transferable to a spouse as
      a result of a property settlement or otherwise.

16.5  NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan shall
      not be deemed to constitute a contract of employment between any Employer
      and the Participant. Such employment is hereby acknowledged to be an "at
      will" employment relationship that can be terminated at any time for any
      reason, or no reason, with or without cause, and with or without notice,
      unless expressly provided in a written employment agreement. Nothing in
      this Plan shall be deemed to give a Participant the right to be retained
      in the service of any Employer as an Employee or to interfere with the
      right of any Employer to discipline or discharge the Participant at any
      time.

                                       25
<PAGE>

16.6  FURNISHING INFORMATION. A Participant or his or her Beneficiary will
      cooperate with the Committee by furnishing any and all information
      requested by the Committee and take such other actions as may be requested
      in order to facilitate the administration of the Plan and the payments of
      benefits hereunder, including but not limited to taking such physical
      examinations as the Committee may deem necessary.

16.7  TERMS. Whenever any words are used herein in the masculine, they shall be
      construed as though they were in the feminine in all cases where they
      would so apply; and whenever any words are used herein in the singular or
      in the plural, they shall be construed as though they were used in the
      plural or the singular, as the case may be, in all cases where they would
      so apply.

16.8  CAPTIONS. The captions of the articles, sections and paragraphs of this
      Plan are for convenience only and shall not control or affect the meaning
      or construction of any of its provisions.

16.9  GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
      construed and interpreted according to the internal laws of the State of
      Massachusetts without regard to its conflicts of laws principles.

16.10 NOTICE. Any notice or filing required or permitted to be given to the
      Committee under this Plan shall be sufficient if in writing and
      hand-delivered, or sent by registered or certified mail, to the address
      below:

                             Brooks Automation, Inc.
                             Attn: Robert W. Woodbury, Jr.
                             Chief Financial Officer
                             15 Elizabeth Drive
                             Chelmsford, MA 01824

      Such notice shall be deemed given as of the date of delivery or, if
      delivery is made by mail, as of the date shown on the postmark on the
      receipt for registration or certification.

      Any notice or filing required or permitted to be given to a Participant
      under this Plan shall be sufficient if in writing and hand-delivered, or
      sent by mail, to the last known address of the Participant.

16.11 SUCCESSORS. The provisions of this Plan shall bind and inure to the
      benefit of the Participant's Employer and its successors and assigns and
      the Participant and the Participant's designated Beneficiaries.

16.12 SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse of a
      Participant who has predeceased the Participant shall automatically pass
      to the Participant and shall not be transferable by such spouse in any
      manner, including but not limited to such spouse's will, nor shall such
      interest pass under the laws of intestate succession.

16.13 VALIDITY. In case any provision of this Plan shall be illegal or invalid
      for any reason, said illegality or invalidity shall not affect the
      remaining parts hereof, but this Plan shall be construed and enforced as
      if such illegal or invalid provision had never been inserted herein.

                                       26
<PAGE>

16.14 INCOMPETENT. If the Committee determines in its discretion that a benefit
      under this Plan is to be paid to a minor, a person declared incompetent or
      to a person incapable of handling the disposition of that person's
      property, the Committee may direct payment of such benefit to the
      guardian, legal representative or person having the care and custody of
      such minor, incompetent or incapable person. The Committee may require
      proof of minority, incompetence, incapacity or guardianship, as it may
      deem appropriate prior to distribution of the benefit. Any payment of a
      benefit shall be a payment for the account of the Participant and the
      Participant's Beneficiary, as the case may be, and shall be a complete
      discharge of any liability under the Plan for such payment amount.

16.15 COURT ORDER. The Committee is authorized to comply with any court order in
      any action in which the Plan or the Committee has been named as a party,
      including any action involving a determination of the rights or interests
      in a Participant's benefits under the Plan. Notwithstanding the foregoing,
      the Committee shall interpret this provision in a manner that is
      consistent with Code Section 409A and other applicable tax law, including
      but not limited to Treasury guidance and Regulations issued after the
      effective date of this Plan.

16.16 INSURANCE. The Employers, on their own behalf or on behalf of the trustee
      of the Trust, and, in their sole discretion, may apply for and procure
      insurance on the life of the Participant, in such amounts and in such
      forms as the Trust may choose. The Employers or the trustee of the Trust,
      as the case may be, shall be the sole owner and beneficiary of any such
      insurance. The Participant shall have no interest whatsoever in any such
      policy or policies, and at the request of the Employers shall submit to
      medical examinations and supply such information and execute such
      documents as may be required by the insurance company or companies to whom
      the Employers have applied for insurance.

IN WITNESS WHEREOF, the Company has signed this Plan document as of
_______________, 2005.

                                   "Company"
                                   Brooks Automation, Inc., a Delaware
                                   corporation

                                     By:
                                     _________________________________

                                     Title:
                                     _________________________________

                                       27