exv10w47



 






Exhibit 10.47




Non-Employee Director RSU Award (2003 Plan)




ASYST TECHNOLOGIES, INC.




2003 EQUITY INCENTIVE PLAN




RESTRICTED STOCK AWARD AGREEMENT




     1. Restricted Stock Award. As of [insert date] (the “Date of Award”), Asyst
Technologies, Inc., a California corporation (the “Company”), has granted to [insert name]
(the “Grantee”) a restricted stock unit award (the “RSU Award”), which is an unfunded, unsecured
promise by the Company to deliver [insert shares] shares of Common Stock subject to the
terms and provisions of this Restricted Stock Award agreement (the “RSU Agreement”) and the
Company’s 2003 Equity Incentive Plan, as amended from time to time (the “Plan”), which are
incorporated herein by reference.



     Unless otherwise defined herein, the terms in this RSU Agreement shall be given the same
defined meanings as defined in the Plan.



     2. Vesting Schedule. Subject to the terms of this RSU Agreement and the Plan, and
provided that you remain in continuous service as a member of the Company’s Board of Directors (the
“Board”) from the Date of Award, to the vesting date listed below; the shares subject to the RSU
Award shall vest as provided below and be converted into an equivalent number of shares of Common
Stock on the vesting date. In addition, at the sole discretion of the Company, the RSU Award may
be settled by a cash payment on the date the Grantee first has a right to receive the shares (the
vesting date or the distribution date, as applicable) rather than by a delivery of shares. Such
cash payment, if any, will be equal to the Fair Market Value of the shares on the vesting date or
the distribution date, as applicable. No shares will be converted or issued and no cash payment,
if any, shall be made prior to the applicable vesting date.



	 	 	 
	Number of RSUs	 	Vesting Date
	 	 	 





     a. Holding and Other Restrictions on Delivery



     No vested shares subject to the RSU Award shall be issued or delivered to the Grantee until
the third anniversary of the grant date (the “Delivery Date”). On the Delivery Date 100% of the
vested shares shall be issued and delivered to the Grantee unless such shares were previously
forfeited pursuant to the terms of the RSU Agreement or the terms of the Plan or were otherwise
used to meet the Grantee’s tax obligation described in Section 3 below.



 









 





     b. Acceleration in the event of Death, Disability or Termination of Service



     Regardless of any hold or other restriction on delivery of shares the Delivery Date for shares
that have vested under the RSU Award will be automatically accelerated and such shares will be
delivered to the Grantee as of the date of the first to occur of the following specific events
(provided that such date is after the original vesting date for the shares): (i) a change in
control of the Company (as defined under Code Section 409A), (ii) termination of Grantee’s service
with the Company (for any reason), (iii) determination of Grantee’s permanent disability, or (iv)
the date of Grantee’s death.



     3. Taxes. Regardless of any action the Company or Grantee’s actual employer takes
with respect to any or all income tax (including federal, state and local taxes), social insurance,
payroll tax, payment on account or other tax-related withholding (“Tax Related Items”), Grantee
acknowledges that the ultimate liability for all Tax Related Items legally due by Grantee is and
remains Grantee’s responsibility and that the Company and/or the Grantee’s actual employer (i) make
no representations or undertakings regarding the treatment of any Tax Related Items in connection
with any aspect of the RSU Award, including the grant of the RSU Award, the vesting of the RSU
Award, the conversion of the RSU Award into shares or the receipt of an equivalent cash payment,
the subsequent sale of any shares acquired at vesting, the receipt of any dividends, or the
sufficiency of any withholdings or other payments made for or by the Grantee to satisfy the
Tax-Related Items; and (ii) do not commit to structure the terms of the grant or any aspect of the
RSU Award to reduce or eliminate the Grantee’s liability for Tax Related Items.



          No shares will be delivered to the Grantee or equivalent cash payment received until the
Grantee has paid, or made adequate arrangements satisfactory to the Company or to the Grantee’s
actual employer (in their sole discretion) to satisfy all withholding and payment on account
obligations of the Company and/or the Grantee’s actual employer. In this regard, Grantee
authorizes the Company or the Grantee’s actual employer to (in their sole discretion) withhold all
applicable Tax Related Items legally payable by Grantee (i) from Grantee’s wages or other cash
compensation payable to Grantee by the Company or the Grantee’s actual employer or from any
equivalent cash payment attributable to the RSU Award and/or (ii) withhold in shares, provided that
the Company and the Grantee’s actual employer shall withhold only the number of shares necessary to
satisfy the minimum withholding amount due at the time such shares are withheld. Alternatively,
or in addition, if permissible under local law the Grantee (i) may tender payment in cash or by
delivering to the Company owned and unencumbered shares of Asyst Technologies, Inc. and/or (ii)
authorize the Company or the Grantee’s actual employer to, sell or arrange for the sale of the
number of shares as necessary to satisfy the withholding or payment on account obligation that is
due. With respect to any shares timely and appropriately deferred by the Grantee, the Company or
the Grantee’s actual employer shall limit any sale of shares at vesting to the minimum number of
shares permitted to avoid a prohibited acceleration under Code Section 409A and the regulations
thereunder, as amended from time to time. Grantee shall pay to the Company or to the Grantee’s
actual employer any amount of Tax Related Items that the Company or the Grantee’s actual employer
may be required to withhold as a result of Grantee’s receipt of




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the RSU Award, the vesting of the RSU Award, the receipt of an equivalent cash payment, or the
conversion of the vested RSU Award into shares that cannot be satisfied by the means previously
described. The Company may refuse to deliver shares to Grantee if Grantee fails to comply with
Grantee’s obligation in connection with the Tax Related Items as described herein.




     4. Restrictions on Issuance. No shares will be issued in connection with the RSU
Award if the issuance of such shares would constitute a violation of any applicable laws.



     5. Delivery of Shares. Until shares subject to the RSU Award are issued and
delivered, the Grantee will have no rights as a shareholder including the right to receive
dividends and the right to vote the shares. In addition, at the sole discretion of the Company,
the RSU Award may be settled by a cash payment on the Delivery Date rather than by a delivery of
shares. Such cash payment, if any, will be equal to the Fair Market Value of the shares on the
Delivery Date.



     6. Termination of Continuous Service. In the event that the Grantee ceases to be a
member of the Board for any reason, including death, disability, resignation or failure of
nomination or election for subsequent term, any unvested portion of the RSU award shall
automatically terminate and be deemed forfeited.



     7. Transferability of Award. The RSU Award may not be transferred, pledged, sold,
assigned, alienated or otherwise encumbered by Grantee in any manner other than by will or by the
laws of descent and distribution. Any such purported transfer, pledge, sale, assignment,
alienation or encumbrance will be void and unenforceable against the Company. The terms of the RSU
Award shall be binding upon the executors, administrators, heirs and successors of the Grantee.



     8. Refusal to Transfer. The Company shall not be required (i) to transfer on its
books any shares that have been sold or otherwise transferred in violation of any of the provisions
of this RSU Agreement or (ii) to treat as owner of such shares or to accord the right to vote or
pay dividends to any purchaser or other transferee to whom such shares shall have been so
transferred.



     9. Tax Consultation. The Grantee understands that he or she may suffer adverse tax
consequences as a result of the Grantee’s receipt or disposition of the shares subject to the RSU
Award (or the vesting of Grantee’s right to receive or dispose of the shares subject to the RSU
Award). The Grantee represents that he or she has had the opportunity to consult with any tax
consultants the Grantee deems advisable in connection with receipt or disposition of the shares and
that the Grantee is not relying on the Company or its counsel for any tax advice.



     10. Entire Agreement: Governing Law. The Plan and this RSU Agreement constitute the
entire agreement of the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Grantee with respect to the
subject matter hereof, and may not be modified adversely to



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the Grantee’s interest except by means of a writing signed by the Company and the Grantee.
Nothing in the Plan and this RSU Agreement (except as expressly provided therein) is intended to
confer any rights or remedies on any persons other than the parties. The Plan and this RSU
Agreement are to be construed in accordance with and governed by the laws of the State of
California without giving effect to any conflict of law rule. Should any provision of the Plan or
this RSU Agreement be determined by a court of law to be illegal or unenforceable, such provision
shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless
remain effective and shall remain enforceable.



     11. Headings. The captions used in this RSU Agreement are inserted for convenience
and shall not be deemed a part of this RSU Agreement for construction or interpretation.



     12. Notices. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon deposit in the United States mail
by certified mail (if the parties are within the United States) or upon deposit for delivery by an
internationally recognized express mail courier service (for international delivery of notice),
with postage and fees prepaid, addressed to the other party at its address as shown below or to
such other address as such party may designate in writing from time to time to the other party.



     13. Rights as Shareholder. Until the Grantee has satisfied all requirements for
vesting of the RSU Award and such vested shares have been issued and delivered pursuant to the
terms of the Plan and this RSU Agreement, the Grantee shall not be deemed to be a shareholder or to
have any of the rights of a shareholder with respect to any such shares of stock subject to the RSU
Award.



     14. Deferral of Compensation. Payments made pursuant to this Plan and RSU Agreement
are intended to comply with or qualify for an exemption from Section 409A of the Internal Revenue
Code (“Section 409A”). The Company reserves the right, to the extent the Company deems necessary
or advisable in its sole discretion, to unilaterally amend or modify the Plan and/or this RSU
Agreement to ensure that all shares subject to the RSU Award are made in a manner that qualifies
for exemption from or complies with Section 409A; provided however, that the Company makes no
representations that the shares will be exempt from Section 409A and makes no undertaking to
preclude Section 409A from applying to this RSU Award.



     15. Nature of the RSU Award. In accepting the RSU Award, the Grantee acknowledges and
agrees that:



          (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it
may be modified, amended, suspended or terminated by the Company at any time, unless otherwise
provided in the Plan and this RSU Agreement;




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          (b) the grant of the RSU Award is voluntary and occasional, and does not create any
contractual or other right to receive future grants of awards, or benefits in lieu of awards, even
if awards have been granted repeatedly in the past;




          (c) all decisions with respect to future grants, if any, will be at the sole discretion of the
Company;




          (d) the Grantee’s participation in the Plan shall not create a right to further employment
with Grantee’s employer and shall not interfere with the ability of the Company to terminate the
Grantee’s employment relationship at any time, with or without cause;




          (e) the Grantee is voluntarily participating in the Plan;




          (f) the RSU Award is an extraordinary item that does not constitute compensation of any kind
for services of any kind rendered to the Company, and which is outside the scope of the Grantee’s
employment contract, if any;




          (g) the RSU Award is not part of normal or expected compensation or salary for any purposes,
including, but not limited to, calculating any severance, resignation, termination, redundancy, end
of service payments, bonuses, long-service awards, pension or retirement benefits or similar
payments;




          (h) in the event that the Grantee is not an employee of the Company, the grant of the RSU
Award will not be interpreted to form an employment contract or relationship with the Company; and
furthermore, the grant of the RSU Award will not be interpreted to form an employment contract with
any subsidiary or Affiliate of the Company;




          (i) the future value of the shares is unknown and cannot be predicted with certainty;




          (j) the value of the shares obtained pursuant to the RSU Award may increase or decrease in
value;




          (k) in consideration of the grant of the RSU Award, the Grantee does not acquire any claim or
entitlement to compensation or damages that otherwise could arise from termination of the RSU Award
or diminution in value of the RSU Award, or shares acquired pursuant to the RSU Award, upon
termination of the Grantee’s employment by the Company (for any reason whatsoever and whether or
not in breach of local labor laws), and the Grantee hereby irrevocably waives and releases the
Company from any such claim or entitlement that may arise; if, notwithstanding the foregoing, any
such claim or entitlement is found by a court of competent jurisdiction to have arisen;




          (l) by signing this RSU Agreement, the Grantee shall be deemed irrevocably to have waived his
or her right to pursue or seek remedy for any such claim or entitlement;




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          (m) notwithstanding any terms or conditions of the Plan to the contrary, in the event of
involuntary termination of the Grantee’s employment (whether or not in breach of local labor laws),
the Grantee’s right to receive shares under the Plan, or vesting of such right, if any, will
terminate automatically as of the Termination Date, and will not be extended by any notice period
mandated under local law (e.g., active employment would not include a period of “garden leave” or
similar period pursuant to local law); and




          (n) the Committee shall have the exclusive discretion to determine when the Grantee is no
longer actively employed for purposes of this RSU Award.




     16. Data Privacy. The Grantee hereby explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of his or her personal data as described
in this document by and among, as applicable, the Company and its subsidiaries and Affiliates for
the exclusive purpose of implementing, administering and managing the Grantee’s participation in
the Plan.



          The Grantee understands that the Company may hold certain personal information about him or
her, including, but not limited to, the Grantee’s name, home address and telephone number, date of
birth, social security or insurance number or other identification number, salary, nationality, job
title, any shares of stock or directorships held in the Company, details of the RSU or any other
entitlement to shares, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor,
for the purpose of implementing, administering and managing the Plan (“Data”). The Grantee
understands that Data may be transferred to any third parties assisting in the implementation,
administration and management of the Plan, that these recipients may be located in the Grantee’s
country or elsewhere, and that the recipients ‘country may have different data privacy laws and
protections than the Grantee’s country. The Grantee understands that he or she may request a list
with the names and addresses of any potential recipients of the Data by contacting his or her local
human resources representative. The Grantee authorizes the recipients to receive, possess, use,
retain and transfer the Data, in electronic or other form, for the purposes of implementing,
administering and managing the Grantee’s participation in the Plan, including any requisite
transfer of such Data as may be required to a broker or other third party with whom the Grantee may
elect to deposit any shares acquired upon vesting of the RSU. The Grantee understands that Data
will be held as long as is reasonably necessary to implement, administer and manage the Grantee’s
participation in the Plan. The Grantee understands that he or she may, at any time, view Data,
request additional information about the storage and processing of Data, require any necessary
amendments to Data or refuse or withdraw the consents herein, in any case without cost, by
contacting in writing the Grantee’s local human resources representative. The Grantee understands,
however, that refusing or withdrawing his or her consent may affect the Grantee’s ability to
participate in the Plan. For more information on the consequences of refusal to consent or
withdrawal of consent, the Grantee understands that he or she may contact his or her local human
resources representative.




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     17. Language. If the Grantee has received this or any other document related to the
Plan or the RSU Award translated into a language other than English and if the translated version
is different than the English version, the English version will control.



     18. Mandatory Arbitration to Resolve Disputes. Any differences, disputes or
controversies arising from the RSU Award or this RSU Agreement, and rights or obligations
thereunder or hereunder, shall be exclusively submitted to binding arbitration before an
independent and qualified arbitrator in accordance with the American Arbitration Association and
its rules then in effect, without reference to conflict of laws principles. Arbitration shall be
the exclusive forum for any dispute, claim or cause arising hereunder, and the decision and award
by the arbitrator shall be final, binding upon and non-appealable by the parties and may be entered
in any state court of California having jurisdiction. The arbitrator shall be without authority or
jurisdiction to award either party its attorneys’ fees or costs incurred in the matter. In
addition, the arbitrator shall be without authority or jurisdiction to award either party, for any
claim, cause or action arising hereunder, any incidental, special, consequential or exemplary
damages of any nature, including but not limited to punitive damages; provided, however, that
provisional or injunctive remedies and relief shall be available as appropriate to each party.



     19. Waiver of Right to Jury Trial. Each party, to the fullest extent permitted by
law, waives any right or expectation against the other to trial or adjudication by a jury of any
claim, cause or action arising hereunder, or the rights, duties or liabilities created hereby.



     20. Electronic Delivery. The Company may, in its sole discretion, decide to deliver
any documents related to the RSU Award and participation in the Plan, or future stock awards that
may be granted under the Plan, by electronic means or to request the Grantee’s consent to
participate in the Plan by electronic means. The Grantee hereby consents to receive such documents
by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or
electronic system established and maintained by the Company or another third party designated by
the Company.



****************************




     The Grantee acknowledges receipt of a copy of the Plan and the RSU Agreement, and represents
that he or she has had an opportunity to review these documents and to be familiar with the terms
and provisions thereof, and hereby accepts the RSU Award subject to all of the terms and provisions
hereof and thereof. The Grantee has reviewed the Plan and the RSU Agreement in their entirety, has
had an opportunity to obtain the advice of counsel prior to executing this RSU Agreement. The
Grantee agrees to notify the Company upon any change in the residence address indicated in this RSU
Agreement.



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	Submitted by:	 	 	 	Accepted by:	 	 
	 
	 	 	 	 	 	 	 	 
	GRANTEE:	 	 	 	ASYST TECHNOLOGIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	Title: Vice President, General Counsel & Secretary	 	 
	 

(Signature)

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:	 	 	 	Address:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	46897 Bayside Parkway	 	 
	 


	 	 	 	 	 	 	 	 
	 	 	 	 	Fremont, CA 94538	 	 
	 


	 	 	 	 	 	 	 	 







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