exv10w14



 






Exhibit 10.14




EMPLOYMENT AGREEMENT




     This Employment Agreement (the “Agreement”) is made and entered into in Chelmsford,
Massachusetts by and between Brooks Automation, Inc., a Delaware corporation (the “Company”) and
Robert J. Lepofsky (the “Executive”), as of September 30, 2007.



RECITALS




     1. The Company desires to employ Executive upon the terms and conditions set forth herein.



     2. In consideration of Executive’s employment as provided herein and the Indemnification
Agreement attached hereto as Exhibit A, the Executive has entered into the Executive
Invention, Nondisclosure, Non-Competition and Non-Solicitation Agreement attached hereto as
Exhibit B (the “Non-Competition Agreement”).



     For and in consideration of the mutual promises, terms, provisions and conditions contained in
this Agreement, the parties hereby agree as follows:


1. Duties. Subject to the terms of this Agreement, the Company shall employ Executive as
the President and Chief Executive Officer of the Company. Executive shall report to and be subject
to the general supervision and direction of the Board of Directors of the Company (the “Board
of Directors”). Executive shall perform the duties of such office as are provided for in the
by-laws of the Company, such duties as are consistent with the position of President and Chief
Executive officer, and such duties as may be assigned by the Board of Directors.



2. At-Will Employment. Executive and Company contemplate that Executive’s employment term
shall commence on October 1, 2007, and end on September 30, 2009. Notwithstanding the foregoing,
but subject to the terms of this Agreement, either party may, with ninety (90) days notice,
terminate Executive’s employment at any time (the actual period of Executive’s employment with the
Company is referred to herein as the “Employment Term”).



3. Other Activities. Subject to the terms and conditions of the Non-Competition Agreement,
Executive may serve on corporate, civic, charitable boards or committees, fulfill speaking
engagements, teach at educational institutions or manage personal investments; provided that such
activities do not individually or in the aggregate interfere or conflict with the performance of
his duties or obligations under this Agreement. If Executive desires to participate as a member of
any other public company’s board of directors other than those on which he serves as of the date of
this Agreement, then he shall submit the proposed board opportunity in advance for approval to the
Nominating and Governance Committee of the Board of Directors.




4. Performance. During the Employment Term, Executive shall use his business judgment,
skill and knowledge for the advancement of the Company’s interests and to discharge his duties and
responsibilities hereunder. Executive shall perform and




 









 







discharge, faithfully, diligently and to the best of his ability, his duties and responsibilities
hereunder. Subject to Section 3 hereof, Executive shall devote substantially all of his working
time and efforts to the business and affairs of the Company.



5. Compensation and Benefits.




     5.1. Base Salary. As consideration for Executive’s services performed during the
Employment Term, the Company agrees to pay Executive a base salary of $650,000 per year (the
“Base Salary”) payable in accordance with the normal payroll practices of the Company for
its executives and subject to federal and state tax withholding. The Base Salary shall be reviewed
annually (consistent with the normal review of senior executives of the Company which typically
occurs in January) by the Human Resources and Compensation Committee of the Board of Directors (the
“Compensation Committee”) and adjusted as determined by the Compensation Committee (the
Base Salary as adjusted from time to time shall be referred to as the “Current Base
Salary”).



     5.2. Annual Management Bonus. During the Employment Term, Executive shall be eligible
to receive cash bonuses each year from the Company as determined by the Compensation Committee (the
“Annual Management Bonus”). The Annual Management Bonus shall be based upon performance
criteria, specific goals, and performance evaluation as determined by the Compensation Committee.
Executive’s achievement of his target performance goals for each fiscal year will result in a
payment of 100% of Current Base Salary, with potential payouts ranging from 0% to 200% of Current
Base Salary based upon actual performance. It is anticipated that the Compensation Committee will
use its negative discretion to reduce any otherwise earned payment in excess of 100% of Current
Base Salary to 100% of Current Base Salary absent extraordinary performance as determined by the
Committee.



     5.3. Performance-Based Equity Award. As soon as practicable following Executive’s
commencement of employment with the Company, the Company will grant to Executive a restricted stock
award of 300,000 shares of the Company’s common stock (the “Performance-Based Equity
Award”). The Performance-Based Equity Award will vest based upon the satisfaction of three
performance criteria (total shareholder return — i.e change in average trailing fifteen trading
day share price plus accumulated dividends, pre-tax operating income from continuing operations
(excluding special income/charges such as patent settlements), and pre-tax return on shareholder
equity — i.e. pre-tax income divided by stockholder equity expressed as a percentage)
(collectively, the “Performance Factors”) and a continuing employment requirement. Vesting
of the Performance-Based Equity Award will be measured as of September 30, 2008, and again as of
September 30, 2009, (each, a “Measurement Date”). The aggregate net percentage increase in
each of the three Performance Factors for the Company’s fiscal year that includes the Measurement
Date (taking into account for this purpose any percentage decrease that may occur in any of the
Performance Factors) shall be multiplied by the total number of shares of the Performance-Based
Equity Award that are not vested determined immediately prior to the relevant Measurement Date to
determine the number of shares that vest as of the Measurement Date. Executive must also be
employed by the Company



 









 







on the Measurement Date to vest in any earned portion of the award. For example, if for the
Company’s fiscal year ending September 30, 2008, the Company’s pre-tax operating income increased
by 9%, its return on shareholder equity increased by 10%, and total shareholder return increased by
51%, Executive would vest in 70% of the Performance-Based Equity Award (i.e., in 210,000 shares).
Notwithstanding the foregoing, the Compensation Committee may exercise its discretion to vest all
or a part of any otherwise unvested portion of the Performance-Based Equity Award at any time if
such acceleration is in the best interests of the Company.



     5.4. Sign-On Award. As soon as practical following Executive’s commencement of
employment with the Company, the Company will grant Executive a restricted stock award of 50,000
shares of the Company’s common stock (the “Sign-On Award”.



     5.5. Benefits. During the Employment Term, Executive shall be eligible for
participation in and shall receive all benefits available under the Brooks Automation, Inc. 401(k)
Plan, and the Company’s welfare benefit plans, practices, policies and programs (including
disability, salary continuance, group life, accidental death and travel accident insurance plans
and programs) normally available to other senior executives. Notwithstanding the foregoing,
Executive shall not be entitled to any severance benefits from the Company regardless of the
circumstances of his termination or any provision to the contrary contained in any Company plan,
program, or arrangement, unless the Compensation Committee expressly provides otherwise.



     5.6. Charitable Matching Contribution Benefit. The Company shall make contributions
from its general assets to eligible charitable organizations to match, dollar for dollar, the
contributions made by Executive (the “Charitable Matching Contribution Benefit”). This
matching contribution arrangement shall be in effect for each of the Company’s next seven (7)
fiscal years beginning on October 1, 2007, regardless of whether Executive is then employed by the
Company. The maximum contribution of Executive that may be matched by the Company is $100,000 per
Company fiscal year. Executive’s and the Company’s charitable contributions shall be made within
the fiscal year to which they relate and any unused amounts shall not carry over from year to year.
Eligible charities for purposes of this benefit are those that are cultural, educational, social,
medical, or health related, and have demonstrated to the satisfaction of the Company that they are
exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (the
“Code”) and qualify as charities to which individuals may make deductible contributions
under Section 170(c)(2) of the Code, but does not include religious organizations and their
affiliates (except colleges and universities) or organizations which the Compensation Committee
determines would promote interests inconsistent with the best interests of the Company.



     5.7. Post-Retirement Medical Benefit. Upon Executive’s retirement from the Company on
or after September 30, 2009, or earlier with the permission of the Board (collectively,
“Retirement”), Executive, his spouse, and any dependents, will be provided with coverage
for medical benefits until the later of his death or the spouse’s death (“Post-Retirement
Medical Benefit”). Except as provided below, such Post-Retirement



 









 




Medical Benefit will be provided at the same coverage levels to Executive, his spouse, and any
dependents as may be provided by the Company from time to time to actively employed senior
executives of the Company. If reasonably practicable, such medical coverage shall be provided under
the terms and conditions of the Company’s medical plan generally applicable to actively employed
senior executives of the Company. To the extent that such medical coverage cannot be so provided
under the terms and conditions of the Company’s medical plan generally applicable to actively
employed senior executives of the Company, the Company shall arrange to provide Executive, his
spouse, and any dependents with comparable medical coverage under a mutually acceptable arrangement
with a third party provider such as Blue Cross Blue Shield, a health maintenance organization, or a
private insurance company. In either case, such medical coverage shall be provided by the Company
by making a cash payment to Executive on the first day of each month that is sufficient (determined
on a net after-tax basis) for Executive to pay to the Company or the third party provider, as the
case may be, the then-current cost of the medical coverage for such month. In connection with
providing the Post-Retirement Medical Benefit, at age 65, or whenever Medicare is available,
Medicare will become the primary insurance and the Company will provide supplemental medical
coverage so that the resulting medical coverage is comparable to the medical coverage of actively
employed senior executives of the Company. When Medicare benefits are in effect, the Company will
make a cash payment to Executive on the first day of each month that is sufficient (determined on a
net after-tax basis) for Executive to pay his Medicare Parts B and D premiums, and, if necessary
for comparability purposes any Company or third party provider premiums, including Medicare
supplemental (Medigap) insurance premiums.




     5.8. Office Assistance Benefit. Upon Executive’s Retirement from the Company, the
Company will provide Executive with access to an executive assistant for secretarial support
services including answering and returning telephone calls, faxing materials, forwarding personal
mail and email, and other matters customary for retiring chief executive officers of similar public
companies through December 31, 2010 (the “Office Assistance Benefit”).



     5.9. Business Expenses. Executive shall be entitled to receive prompt reimbursement
during the Employment Term for all reasonable employment-related expenses incurred or paid by him
in the performance of his services, subject to reasonable substantiation and documentation.


6. Termination Events.




     6.1. Death/Long-Term Disability. This Agreement shall terminate and any and all rights
and obligations of the Company and Executive hereunder shall cease and be completely void except as
specifically set forth in this Agreement, upon the death or Long-Term Disability (as defined below)
of Executive.



          6.1.1. Long-Term Disability. For purposes of this Agreement, “Long-Term
Disability” shall mean that Executive is determined to be totally and permanently disabled for
purposes of the Company’s long-term disability plan.





 









 








     6.2. Termination by the Company. At the election of the Company, this Agreement shall
terminate and any and all rights and obligations of the Company and Executive hereunder shall cease
and be completely void except as specifically set forth in this Agreement, upon the earliest to
occur of the following: (i) the termination of Executive by the Company with Cause (as defined
below) under this Agreement and delivery of written notice in accordance with Sections 6, 7 and 13
or, (ii) the termination of Executive by the Company without Cause upon delivery of written notice
in accordance with Sections 6, 7 and 13.



          6.2.1. Cause. For purposes of this Agreement, “Cause” shall mean the
occurrence of any of the following events during the Employment Term:





(i) Executive’s conviction of, or the entry of a plea of guilty or nolo contendere to,
any felony;




(ii) fraud, embezzlement, or similar act of dishonesty against the Company;




(iii) Executive’s willful failure or refusal to perform the duties assigned to him under
this Agreement or to follow written lawful instructions of the Board;




(iv) Executive being found liable in any SEC or other civil or criminal securities law
action, or entering any cease and desist order with respect to such action (regardless
of whether or not he admits or denies liability); or




(v) A material breach of this Agreement or the agreements referenced herein by
Executive.



     6.3. Termination by Executive. At the election of Executive, this Agreement shall
terminate and any and all rights and obligations of the Company or Executive hereunder shall cease
and be completely void except as specifically set forth in this Agreement, upon the Executive’s
resignation upon delivery of written notice in accordance with Section 13.



     6.4. Termination Date. The term “Termination Date” shall mean if the Executive’s
services are terminated (A) by his death, then the date of his death, or (B) by his Long-Term
Disability, then 180 days from the date of initial disability, or (C) for any other reason, then
the date on which such termination is to be effective pursuant to the notice of termination to be
given by the party terminating the employment relationship.


7. Effect of Termination.




     7.1. Termination for Death or Disability. It is expressly acknowledged and agreed that
if Executive’s employment shall be terminated due to Executive’s death or Long-Term Disability, all
of the obligations under Sections 1 through 5 of the Company and Executive shall cease except that
the Company shall pay, or provide the following



 









 







benefits, to Executive or his heirs, executors or administrators as applicable, without further
recourse or liability to the Company:




	 	(i)	 	an amount equal to the unpaid portion of Executive’s Current Base
Salary earned through the Termination Date;
	 
	 	(ii)	 	an amount equal to the prorata Annual Management Bonus for the
completed portion of the current annual pay period where the total Annual
Management Bonus is determined in accordance with Section 5.2;
	 
	 	(iii)	 	an amount equal to the value of Executive’s vacation accrued as of the
Termination Date;
	 
	 	(iv)	 	if termination is due to Executive’s Long-Term Disability, the
Charitable Matching Contribution Benefit described in Section 5.6;
	 
	 	(v)	 	the Post-Retirement Medical Benefit described in Section 5.7; and
	 
	 	(vi)	 	any vested accrued benefits under the Company’s tax-qualified
retirement plans in which Executive may be a participant, any right to convert
group insurance benefits to an individual insurance policy at Executive’s expense,
the right to purchase group health plan continuation coverage to age 65 at
Executive’s expense pursuant to the terms and conditions of Executive’s prior
employment with Helix Technology Corporation, and any vested shares of Company
stock due in accordance with the terms and conditions of the Performance-Based
Equity Award and the Sign-On Award.





     7.2. Retirement and Termination by the Company.



          7.2.1. Termination by the Company for Cause. It is expressly acknowledged and agreed
that if Executive is terminated by the Company for Cause, all of the obligations under Sections 1
through 5 of the Company and Executive shall cease except that the Company shall pay immediately
after the Termination Date the following amounts to Executive without further recourse or liability
to the Company:





	 	(i)	 	an amount equal to the sum of Executive’s Current Base Salary earned
through the Termination Date;
	 
	 	(ii)	 	an amount equal to the value of Executive’s accrued but unused vacation
as of the Termination Date; and
	 
	 	(iii)	 	any vested accrued benefits under the Company’s tax-qualified
retirement plans in which Executive is a participant, any right to convert group
insurance benefits to an individual insurance policy at Executive’s expense, the
right to purchase group health plan




 









 






	 	 	 	continuation coverage under COBRA at Executive’s expense, and the right to purchase
group health plan continuation coverage to age 65 at Executive’s expense pursuant
to the terms and conditions of Executive’s prior employment with Helix Technology
Corporation.





          7.2.2. Retirement; Termination By the Company Without Cause. It is expressly
acknowledged and agreed that upon Executive’s Retirement, or if Executive’s employment shall be
terminated by the Company for any reason other than for Cause, all of the obligations under
Sections 1 through 5 of the Company and Executive shall cease except that the Company shall pay, or
provide the following benefits, to Executive without further recourse or liability to the Company:





	 	(i)	 	an amount equal to the unpaid portion of Executive’s Current Base
Salary earned through the Termination Date;
	 
	 	(ii)	 	an amount equal to the prorata Annual Management Bonus for the
completed portion of the current annual pay period where the total Annual
Management Bonus is determined in accordance with Section 5.2;
	 
	 	(iii)	 	an amount equal to the value of Executive’s accrued but unused
vacation as of the Termination Date;
	 
	 	(iv)	 	the Charitable Matching Contribution Benefit described in Section 5.6;
	 
	 	(v)	 	the Post-Retirement Medical Benefit described in Section 5.7;
	 
	 	(vi)	 	the Office Assistance Benefit described in Section 5.8; and
	 
	 	(vii)	 	any vested accrued benefits under the Company’s tax-qualified
retirement plans in which Executive may be a participant, any right to convert
group insurance benefits to an individual insurance policy at Executive’s expense,
the right to purchase group health plan continuation coverage under COBRA at
Executive’s expense, the right to purchase group health plan continuation coverage
to age 65 at Executive’s expense pursuant to the terms and conditions of
Executive’s prior employment with Helix Technology Corporation, and any vested
shares of Company stock due in accordance with the terms and conditions of the
Performance-Based Equity Award and the Sign-On Award.





     7.3. Termination by Executive. It is expressly acknowledged and agreed that if
Executive’s employment shall be terminated because Executive resigns prior to September 30, 2009
(other than for his Retirement), all of the obligations under Sections 1 through 5 of the Company
and Executive shall cease except that the Company shall



 









 




pay, or provide the following benefits, to Executive without further recourse or liability to the
Company:





	 	(i)	 	an amount equal to the unpaid portion of Executive’s Current Base
Salary earned through the Termination Date;
	 
	 	(ii)	 	an amount equal to the prorata Annual Management Bonus for the
completed portion of the current annual pay period where the total Annual
Management Bonus is determined in accordance with Section 5.2;
	 
	 	(iii)	 	an amount equal to the value of Executive’s accrued but unused
vacation as of the Termination Date; and
	 
	 	(iv)	 	any vested accrued benefits under the Company’s tax-qualified
retirement plans in which Executive is a participant, any right to convert group
insurance benefits to an individual insurance policy at Executive’s expense, the
right to purchase group health plan continuation coverage under COBRA at
Executive’s expense, the right to purchase group health plan continuation coverage
to age 65 at Executive’s expense pursuant to the terms and conditions of
Executive’s prior employment with Helix Technology Corporation, and any vested
shares of Company stock due in accordance with the terms and conditions of the
Performance Based Equity Award and the Sign-On Award.





     7.4. 280G. In the event that Executive shall become entitled to payments and/or
benefits provided by this Agreement or any other amounts in the “nature of compensation” (whether
pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the
Company, any person whose actions result in a change of ownership or effective control covered by
Section 280G(b)(2) of the Code, or any person affiliated with the Company or such person) as a
result of such change in ownership or effective control (collectively the “Company
Payments”), and such Company Payments would be subject to the tax imposed by Section 4999 of
the Code (together with any similar tax that may hereafter be imposed by any taxing authority, the
“Excise Tax”), then the Company shall pay to Executive prior to the time that the Excise
Tax is due (but within the same calendar year) an additional amount which, after the imposition of
all income and excise taxes and interest and penalties thereon, is equal to the Excise Tax on the
Company Payments. The determination of whether the Company Payments would be subject to the Excise
Tax shall be made by an independent accounting firm or independent benefits consulting firm
selected by the Company.



     7.5. Forfeiture and Clawback. If the Company is required to prepare an accounting
restatement due to material noncompliance of the Company, as a result of the misconduct or gross
negligence of Executive, with any financial reporting requirement under the United States
securities laws, or under Section 304 of the Sarbanes-Oxley Act of 2002, then, in addition to any
penalty prescribed by Section 304, Executive shall



 









 







forfeit or repay to the Company, as the case may be, all of the following: any Annual Management
Bonus paid in the twelve (12) month period following the date of the first public issuance or
filing with the SEC of the deficient financial document, any gain on the sale of Company securities
during that same period, any shares received during that same period upon exercise or vesting of
any equity-based award granted by the Company to Executive (including the Performance-Based Equity
Award and the Sign-On Award), the right to receive the benefits described in Sections 5.6, 5.7, and
5.8 of this Agreement, and any unvested and/or unexercised equity-based incentive awards (including
the Performance-Based Equity Award and the Sign-On Award).


8. Non-Competition Agreement. Any and all payment and benefits to be provided by the
Company are and shall be specifically conditioned upon Executive’s execution of and full compliance
with all elements of the Non-Competition Agreement attached as Exhibit B to this Agreement.



9. Assignment. Neither the Company nor Executive may make any assignment of this Agreement
or any interest herein, by operation of law or otherwise, without the prior written consent of the
other party; provided, however, that the Company may assign its rights and obligations under this
Agreement without the consent of Executive if the Company shall hereafter effect a reorganization,
consolidate with, or merge with or into any other entity or transfer all or substantially all of
its properties or assets to any other person or entity. This Agreement shall be binding upon and
inure to the benefit of the Company, Executive and their respective successors, executors,
administrators, heirs and permitted assigns.



10. Indemnification. Executive shall execute the Indemnification Agreement attached as
Exhibit A to this Agreement.



11. Waiver. The waiver by any party hereto of a breach of any provision of this Agreement
by any other party will not operate or be construed as a waiver of any other or subsequent breach
by such other party.



12. Severability. The parties agree that each provision contained in this Agreement shall
be treated as a separate and independent clause, and the unenforceability of any one clause shall
in no way impair the enforceability of any of the other clauses herein. Moreover, if one or more of
the provisions contained in this Agreement shall for any reason be held to be excessively broad as
to scope, activity or subject, such provisions shall be construed by the appropriate judicial body
by limiting and reducing it or them, so as to be enforceable to the extent compatible with the
applicable law.



13. Notices. Any notice or other communication in connection with this Agreement shall be
deemed to be delivered if in writing, addressed as provided below and actually delivered at said
address:




     If to Executive, to him at his last known address as set forth in the Company’s payroll
records.



     If to the Company, to it at the following address:



 









 




Brooks Automation, Inc.

15 Elizabeth Drive

Chelmsford, MA 01824

Attn: General Counsel




     or to such other person or address as to which either party may notify the other in accordance
with this Section 13.


14. Applicable Law; Venue; Waiver of Jury Trial. This Agreement shall be interpreted and
construed in accordance with the laws of the Commonwealth of Massachusetts, without reference to
conflicts of law rules, and without regard to its location of execution or performance.
Jurisdiction and venue for any claim or cause of action arising under this Agreement shall be
exclusively in the courts located in Middlesex County, Massachusetts. EACH PARTY WAIVES ITS RIGHT
TO A JURY TRIAL IN ANY COURT ACTION ARISING BETWEEN THE PARTIES, WHETHER UNDER THIS AGREEMENT OR
OTHERWISE RELATED TO THIS AGREEMENT, AND WHETHER MADE BY CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR
OTHERWISE. THE AGREEMENT OF EACH PARTY TO WAIVE ITS RIGHT TO A JURY TRIAL WILL BE BINDING ON ITS
BENEFICIARIES, PERSONAL REPRESENTATIVES, HEIRS, SUCCESSORS, AND ASSIGNS.



15. Remedies. Executive acknowledges that a breach of any of the promises or agreements
contained herein could result in irreparable and continuing damage to the Company for which there
may be no adequate remedy at law, and the Company shall be entitled to seek injunctive relief
and/or a decree for specific performance, and such other relief as may be proper (including
monetary damages if appropriate).



16. Integration. This Agreement, the Non-Competition Agreement attached as Exhibit
B hereto, and the Indemnification Agreement attached as Exhibit A hereto, unless
otherwise provided herein, form the entire agreement between the parties hereto with respect to the
subject matter contained in this Agreement and shall supersede all prior agreements, oral
discussions, promises and representations regarding employment, compensation, severance or other
payments contingent upon termination of employment, whether in writing or otherwise.



17. Absence of Conflicting Obligations. Executive represents that he is not bound by any
agreement or any other existing or previous business relationship which conflicts with or prevents
the full performance of his duties and responsibilities under this Agreement. Executive further
represents that his obligations under or in consideration with this Agreement do not breach and
will not breach any agreement to keep in confidence proprietary information, knowledge or data
acquired by him.



18. Taxes. Except as expressly provided under Section 5.7 and Section 7.4, any payments
provided for hereunder shall be paid net of any applicable tax withholding required under federal,
state or local law. The Company and Executive intend that the benefits and payments described in
this Agreement shall be exempt from, or comply with, the requirements of Section 409A of the Code
(“Section 409A”), Notwithstanding





 









 







that intent, if the Committee determines that any benefit or payment under this Agreement is, or
may reasonably be expected to be, in violation of Section 409A, then such benefit shall be provided
and such payment shall be made in a manner that complies with Section 409A and the regulations and
other guidance issued pursuant to Section 409A and shall be amended accordingly by the Committee.
Any benefit or payment that constitutes the payment of nonqualified deferred compensation under
Section 409A (after taking into account any applicable exemptions) which is payable to Executive
upon “Separation from Service” as defined for purposes of Section 409A shall not commence to be
paid prior to the date that is six (6) months and one day after Executive separates from service.
The Company shall in no event be obligated to indemnify the Executive for any taxes, interest, or
penalties that may be assessed by the IRS pursuant to Section 409A of the Code.



19. Survival. Notwithstanding any provisions of this Agreement to the contrary, the
obligations of Executive and the Company pursuant to Sections 6 through 20 hereof shall each
survive termination of this Agreement.



20. Effect of Headings. Any title of a section heading contained herein is for convenience
of reference only, and shall not affect the meaning of construction or any of the provisions
hereof.




[Remainder of page intentionally left blank]





 









 








     IN WITNESS WHEREOF, the parties hereto have hereunto set their hands, as of the date first
above written.



	 	 	 	 	 
	 	EXECUTIVE

 	 
	 	/s/ Robert J. Lepofsky
 	 
	 	Robert J. Lepofsky 	 
	 
	 	BROOKS AUTOMATION, INC.

 	 
	 	By:  	/s/ A. Clinton Allen
 	 
	 	 	A. Clinton Allen

Chairman of the Human Resources and

Compensation Committee of the Board

of Directors