exv10w39



 





Exhibit 10.39




CONSULTING AGREEMENT



ASYST JAPAN, INC. (the “Company”), a Japanese company and majority-owned subsidiary of Asyst
Technologies, Inc. (“Asyst”) with its registered address at 6-23, Shin-Yokohama 2-chome, Kohoku-ku,
Yokohama, and Mr. Tsuyoshi E. Kawanishi (“Mr. Kawanishi”), hereby enter into this consulting
agreement (this “Agreement”) effective as of this 17th day of Jan. 2007 to confirm the
following existing rights and obligations between the parties.




ARTICLE 1. SERVICES



In his capacity as an individual, Mr. Kawanishi shall continue to provide the Company with the
following advisory services, which are separate from his duties as a director of the Company and/or
as a director of Asyst: (1) management, operating and market information and advice on regular
basis; (2) advice concerning significant customer opportunities and relationships; and (3)
assistance with networking and providing introductions to third-parties and customer personnel
regarding business opportunities and relationships (collectively, the “Services”).




ARTICLE 2. FEE



The Company shall pay to Mr. Kawanishi during the Term (as defined below) a fixed fee of four
hundred thousand yen (¥400,000) per month for the Services (the “Fee”) by bank transfer to the bank
account designated by Mr. Kawanishi. The Fee shall be due and payable on the twenty-fifth (25th)
day of each month, or if the Company is not open for business on such twenty-fifth (25th) day then
on the immediately preceding business day.




ARTICLE 3. TERM AND TERMINATION



3.1 Term





	(a)	 	The term of this Agreement shall be one year (including any successive renewals, the “Term”).






	(b)	 	The Term shall be automatically renewed for successive one year periods unless a party
notifies the other of its intention not to renew the Agreement no later than thirty (30)
calendar days prior to the end of the then-current Term.





3.2 Termination



This Agreement may be terminated by either party with prior written notice of thirty (30) calendar
days.




ARTICLE 4. ENTIRE AGREEMENT; AMENDMENT



This Agreement constitutes the entire agreement and understanding of the parties with respect to
the subject matter hereof and supersedes all previous agreements and understandings related to the
Agreement, except as expressly stated herein. The terms and conditions of this Agreement may be
amended only upon approval by an ordinary resolution of the board of directors of the Company and
by writing, signed by both parties hereto. Any such amendment shall also be subject to the prior
written consent and approval of Asyst.




 









 








ARTICLE 5. GOVERNING LAW AND LANGUAGE



This Agreement shall be governed by and construed in accordance with the laws of Japan. This
Agreement shall be executed in the English language. A Japanese language translation may also be
provided by the Company; however, the English language version shall serve as the original and
shall exclusively govern the meaning and interpretation of the Agreement.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above
written.




	 	 	 	 	 
	 

	 	 	 	 
	COMPANY

	 	Mr. Kawanishi	 	 
	 
	 	 	 	 
	/s/ Tetsuo Yamashita

	 	/s/ Tsuyoshi E. Kawanishi	 	 
	 

	 	 	 	 
	Tetsuo Yamashita

	 	Tsuyoshi E. Kawanishi	 	 
	Representative Director