exv10w17



 






Exhibit 10.17




Asyst Technologies, Inc.

Compensation Program for Non-employee Directors




Effective July 1, 2003

Amended June 27, 2005

Amended April 3, 2006

Amended April 2, 2007




	 	 	 
	Program Element	 	Description
	Sign-on stock award to new directors for continuing service

	 	Stock award in conjunction with continued service
	 
	 	 
	 

	 	-    $120,000 value at award, vesting over 3 years
from the date of award

	 

	 	-    value determined by the trading price of the
Company’s Common Stock at the date of award

	 

	 	-   shares subject to such award may not be sold
until after the recipient has ceased to be a
board member

	 
	 	 
	Board member — annual cash retainer

	 	$35,000 
	 
	 	 
	Lead Non-management Director – annual cash retainer

	 	$7,500 
	 
	 	 
	Board member – per meeting fees

	 	$2,000 in person, or $1,000 if by telephone (when such
meeting is as the Board)
	 
	 	 
	 

	 	No incremental meeting fees for the Board chair (if a

non-executive chair)
	 
	 	 
	Committee member — annual cash retainer
	 	 
	– Audit

	 	— $5,000 
	– Compensation

	 	— $5,000 
	– Governance and Nominating

	 	— $5,000 
	 
	 	 
	Committee member – per meeting fees
	 	 
	– Audit

	 	$1,000 in person, or $500 if by telephone
	– Compensation

	 	(when such meeting is as a committee)
	– Governance and Nominating
	 	 
	– Specially appointed committees

	 	No incremental meeting fees for the committee chair
	 
	 	 
	Committee chair — annual cash retainer
	 	 
	– Audit

	 	— Audit: $12,500
	– Compensation

	 	— Compensation: $7,500
	– Governance and Nominating

	 	— Governance: $7,500
	 
	 	 
	Additional committee fees

	 	$12,500 annual cash retainer for designated Audit

Committee Financial Expert

(unless if also the committee chair)






 









 






	 	 	 
	Program Element	 	Description
	Annual stock award to new and existing
directors for continuing service

	 	Stock award in conjunction with continued service

-   $60,000 value, vesting over 36 months from the
date of award

	 

	 	-   value determined by the trading price of the
Company’s Common Stock at the beginning of the
respective fiscal year

	 

	 	-   shares subject to such award may not be sold
during the 36-month period (unless the
recipient has ceased to be a board member)

	 
	 	 
	Subsidiary directors
	 	 
	— Non-management director – annual cash retainer

	 	— $5,000 
	— Non-management director – meeting fees

    (board, committee or project)

	 	— No additional compensation
	 
	 	 
	Fees for special projects/meetings
	 	 
	— U.S.

— Outside U.S.

	 	None (unless specifically approved)
$1,000 per day or $5,000 per assignment out of the
country (as determined by the Board), separate from fees
for meetings conducted during any such Board-related
travel or assignment







All annual retainer payments and annual stock awards are to be pro-rated, based on the term of
relevant service.




Prohibitions on the sale of shares are subject to the permitted sale of incremental shares to cover
taxes or fees assessed on imputed or other income in conjunction with vesting of shares.




Vesting of awards may be accelerated upon termination of Board service due to death or disability.