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                                                                         EX-10.1

BROOKS AUTOMATION, INC.
Deferred Compensation Plan
Master Plan Document

<PAGE>
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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.............................     3
   2.1   SELECTION BY ADMINISTRATOR......................................     3
   2.2   ENROLLMENT AND ELIGIBILITY REQUIREMENTS; COMMENCEMENT OF
         PARTICIPATION...................................................     4
   2.3   TERMINATION OF A PARTICIPANT'S ELIGIBILITY......................     4

ARTICLE 3 ACCOUNT CREDITS................................................     4
   3.1   ELECTIVE DEFERRALS: MINIMUM REQUIREMENTS........................     4
   3.2   ELECTIVE DEFERRALS: MAXIMUM REQUIREMENTS........................     5
   3.3   ELECTIVE DEFERRALS: EFFECT OF ELECTION FORM.....................     5
   3.4   ELECTIVE DEFERRALS: WITHHOLDING AND CREDITING OF DEFERRAL
         AMOUNTS.........................................................     5
   3.5   COMPANY CREDITS.................................................     5
   3.6   SERP CREDITS....................................................     6
   3.7   VESTING.........................................................     6
   3.8   HYPOTHETICAL INVESTMENT RETURNS.................................     7
   3.9   FICA AND OTHER TAXES............................................     7

ARTICLE 4 SCHEDULED DISTRIBUTION OF DEFERRAL ACCOUNT; UNFORESEEABLE
   FINANCIAL EMERGENCIES.................................................     7
   4.1   SCHEDULED DISTRIBUTION OF DEFERRAL ACCOUNT......................     7
   4.2   POSTPONING SCHEDULED DISTRIBUTIONS..............................     8
   4.3   OTHER BENEFITS TAKE PRECEDENCE OVER SCHEDULED DISTRIBUTIONS.....     8
   4.4   WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL
         EMERGENCIES.....................................................     8

ARTICLE 5 CHANGE IN CONTROL BENEFIT......................................     9

ARTICLE 6 SEPARATION FROM SERVICE (OTHER THAN BY REASON OF DEATH)........     9
   6.1   SERP ACCOUNT....................................................     9
   6.2   ACCOUNTS OTHER THAN SERP ACCOUNT................................     9

ARTICLE 7 DISTRIBUTIONS ON ACCOUNT OF DEATH..............................    10

ARTICLE 8 DISTRIBUTION OF SMALL ACCOUNTS.................................    10

ARTICLE 9 BENEFICIARY DESIGNATION........................................    10
   9.1   BENEFICIARY.....................................................    10
</TABLE>


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<PAGE>

BROOKS AUTOMATION, INC.
Deferred Compensation Plan
Master Plan Document

<TABLE>
<S>                                                                         <C>
   9.2   BENEFICIARY DESIGNATION AND CHANGE..............................    10
   9.3   ACKNOWLEDGEMENT.................................................    11
   9.4   NO BENEFICIARY DESIGNATION......................................    11
   9.5   DOUBT AS TO BENEFICIARY.........................................    11
   9.6   DISCHARGE OF OBLIGATIONS........................................    11

ARTICLE 10 AMENDMENT AND TERMINATION.....................................    11
   10.1  TERMINATION OF PLAN.............................................    11
   10.2  AMENDMENT.......................................................    11
   10.3  PLAN AGREEMENT..................................................    11

ARTICLE 11 ADMINISTRATION................................................    12
   11.1  IN GENERAL......................................................    12
   11.2  ADMINISTRATION UPON CHANGE IN CONTROL...........................    12
   11.3  AGENTS..........................................................    12
   11.4  BINDING EFFECT OF DECISIONS.....................................    12
   11.5  INDEMNITY OF COMMITTEE..........................................    13
   11.6  EMPLOYER INFORMATION............................................    13

ARTICLE 12  OTHER BENEFITS AND AGREEMENTS................................    13

ARTICLE 13 CLAIMS PROCEDURES.............................................    13

ARTICLE 14 MISCELLANEOUS.................................................    13
   14.1  STATUS OF PARTICIPANTS AND BENEFICIARIES AS GENERAL CREDITORS...    13
   14.2  NON-ASSIGNABILITY...............................................    13
   14.3  NOT A CONTRACT OF EMPLOYMENT....................................    13
   14.4  CAPTIONS........................................................    14
   14.5  GOVERNING LAW...................................................    14
   14.6  NOTICE..........................................................    14
   14.7  SUCCESSORS......................................................    14
   14.8  INVALIDITY......................................................    14
   14.9  INCOMPETENTS....................................................    14
   14.10 DISTRIBUTION IN THE EVENT OF INCOME INCLUSION UNDER 409A........    14
   14.11 DEDUCTION LIMITATION ON BENEFIT PAYMENTS........................    15
   14.12 EFFECT OF RESTATEMENT...........................................    15
   14.13 COMPLIANCE WITH SECTION 409A GENERALLY..........................    15
</TABLE>


                                      -ii-

<PAGE>

                             BROOKS AUTOMATION, INC.
                           DEFERRED COMPENSATION PLAN


                                     PURPOSE

     The purpose of the 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 the
Plan.

     The Plan is intended to constitute an unfunded "top hat" plan described in
Sections 201(2), 301(a)(3) and 401(a)(1) of Subtitle B of Title I of ERISA and
shall be operated and construed accordingly. The Plan is also intended to
provide for the effective deferral of income for tax purposes in accordance with
its terms, consistent inter alia with the requirements of Code Section 409A, and
shall be operated and construed accordingly. Without limiting the generality of
the Company's authority under Article 11, the Company may at any time and from
time to time amend or modify the Plan, including retroactively, to comply with
the terms of Code Section 409A or other applicable law.

                                    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": the sum of the bookkeeping accounts and sub-accounts maintained
     by the Administrator under the Plan with respect to a Participant to
     reflect the Employers' Plan-based obligations to the Participant.

1.2  "Administrator": As defined in Article 12.

1.3  "Account Balance": the balance of the Account (or, when the term is used
     with respect to any constituent account or sub-account, the balance of such
     account or sub-account).

1.4  "Annual Installment Method": an annual installment method for the payment
     of a vested Account Balance under which each installment equals the amount
     obtained by dividing the remaining vested Account Balance (as determined by
     the Administrator in its discretion) by the number of remaining annual
     installments due the Participant.

1.5  "Base Salary": the annual cash compensation relating to services performed
     by a Participant during any calendar year, excluding distributions in
     respect of 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 (whether or not includible in the Employee's gross income). Base
     Salary shall be calculated before reduction for deferrals under qualified
     or nonqualified plans, as determined by the Administrator.

1.6  "Beneficiary": any individual, trust, estate or other entity designated in
     accordance with Article 9 to receive Plan benefits, if any, remaining to be
     paid upon the death of a Participant.

1.7  "Beneficiary Designation Form": a form prescribed by or acceptable to the
     Administrator for the designation of Beneficiaries.


                                      -1-

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1.8  "Benefit Distribution Date": the date on which, or as soon as practicable
     after which, a Participant's vested Account Balance or applicable portion
     thereof will be distributed (if distributable as a lump sum) or commence to
     be distributed (if distributed in installments) in accordance with Article
     4, 5, 6 or 7, as the case may be.

1.9  "Board": the board of directors of the Company.

1.10 "Bonus": compensation, if any, earned under an Employer's annual bonus or
     cash incentive plan(s) and such other amounts as the Administrator may
     specify from time to time.

1.11 "Change in Control": as defined in Appendix A.

1.12 "Code": the Internal Revenue Code of 1986, as amended and in effect from
     time to time.

1.13 "Commissions": cash commissions (as determined by the Administrator), if
     any, earned by a Participant from an Employer for services rendered during
     a Plan Year.

1.14 "Company": Brooks Automation, Inc., a Delaware corporation, and any
     successor to all or substantially all of the Company's assets or business
     that assumes the Plan.

1.15 "Company Credit Account": the portion of a Participant's Account that
     reflects Company Credits plus or minus notional investment adjustments with
     respect thereto, less all related distributions.

1.16 "Company Credits": amounts determined in accordance with Section 3.5.

1.17 "Deferral Account": the portion of a Participant's Account that reflects
     Elective Deferrals under the Plan plus or minus notional investment
     adjustments with respect thereto, less all related distributions.

1.18 "Election Form": a form prescribed by or acceptable to the Administrator
     for the making of permitted elections (other than Beneficiary designations)
     under the Plan.

1.19 "Elective Deferral": a deferral of Base Salary, Bonus or Commissions made
     under the Plan at the election of the Participant.

1.20 "Employee": an individual employed by an Employer.

1.21 "Employer": any or all, as the context requires, of the Company and its
     subsidiaries; provided, that only subsidiaries that are part of the same
     "controlled group" as the Company (determined under the rules of Sections
     414(b) and (c) of the Code) shall be taken into account.

1.22 "ERISA": the Employee Retirement Income Security Act of 1974, as amended
     and in effect from time to time.

1.23 "Participant": any Employee (i) who is selected by the Administrator to
     participate in the Plan, (ii) whose executed Plan Agreement, Election Form
     and Beneficiary Designation Form are accepted by the Committee, and (iii)
     whose Plan Agreement has not terminated.

1.24 "Plan": the Brooks Automation, Inc. Deferred Compensation Plan as from time
     to time amended and in effect.

1.25 "Plan Agreement": a written agreement, in form prescribed by or acceptable
     to the Administrator, that evidences a Participant's agreement to the terms
     of the Plan and establishes the terms of Plan participation for such
     Participant. Except as the Administrator may otherwise determine, the most
     recent Plan Agreement with respect to a Participant shall supersede all
     prior Plan Agreements with respect to such Participant. Plan Agreement may
     vary among Participants and may provide additional benefits not set forth
     in the Plan or limit the benefits otherwise provided under the Plan. A
     binding agreement between a Participant and the Company (for example, but
     without limitation, an employment or severance agreement) that purports to
     affect the amount,


                                       -2-

<PAGE>

     vesting, timing or any other term of a deferral, credit or benefit under
     the Plan, but that is not designated as a "Plan Agreement," shall
     nevertheless, to that extent, constitute a "Plan Agreement" under the Plan
     (and, to the extent of the relevant provision, shall, except as the
     Administrator otherwise determines, supersede any prior Plan Agreement
     governing such provision), but only if and to the extent that so treating
     it would not jeopardize the qualification of the Participant's Plan
     deferral(s) under Section 409A.

1.26 "Plan Year": the calendar year.

1.27 "Retirement" (along with correlative term such as "Retire(s)" or
     "Retired"): separation from service with all Employers, other than by
     reason of 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.

1.28 "Scheduled Distribution": a distribution described in Section 4.1.

1.29 "Section 409A": Section 409A of the Code.

1.30 "SERP Account": as defined in Section 3.6.

1.31 "SERP Credits": the credits described in Section 3.6.

1.32 "SERP Feature": a non-elective deferral feature available to that subset of
     otherwise eligible Employees, if any, whom the Administrator selects to
     benefit from the SERP Credit provisions of Section 3.6, and related
     provisions of the Plan.

1.33 "Separation from Service": separation from service with all Employers,
     voluntarily or involuntarily, other than by reason of death. Whether a
     leave of absence or other change in work status constitutes a separation
     from service shall be determined by the Administrator in a manner
     consistent with the requirements of Section 409A.

1.34 "Trust": a trust (if any) established by the Company in accordance with
     Article 15.

1.35 "Unforeseeable Financial Emergency": a severe financial hardship of the
     Participant resulting from (i) an illness or accident of the Participant,
     the Participant's spouse, or the Participant's dependent (as defined in
     Code Section 152(a)), (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 Administrator.

1.36 "Years of Service": 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. For purposes of
     determining a Participant's vested interest in his or her SERP Account, if
     any, Years of Service or portions thereof prior to January 1, 2006 shall
     not be taken into account.

                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1  SELECTION BY ADMINISTRATOR. Eligibility for the Plan shall be limited to
     those management or highly compensated Employees who are selected by the
     Administrator in its sole discretion. The Administrator shall separately
     select those management or highly compensated Employees, if any, who are
     eligible for the SERP Feature.


                                      -3-

<PAGE>

2.2  ENROLLMENT AND ELIGIBILITY REQUIREMENTS; COMMENCEMENT OF PARTICIPATION.

     (a)  To participate in the Plan, an eligible Employee must complete and
          execute (to the satisfaction of the Administrator) and return to the
          Administrator a Plan Agreement, an Election Form and a Beneficiary
          Designation Form. Except as herein provided or as otherwise permitted
          by the Administrator consistent with the requirements of Section 409A,
          any voluntary deferral under the Plan must be accomplished by the
          submission of the necessary forms prior to the first day of the Plan
          Year in which the relevant services are to be provided or by such
          earlier date as the Administrator may establish.

     (b)  An Employee who first becomes eligible to participate in this Plan
          after the first day of a Plan Year and who wishes to participate in
          elective deferrals for the remainder of such Plan Year must submit the
          necessary forms within thirty (30) days after he or she first becomes
          eligible to participate or by such earlier deadline as the
          Administrator may establish. A mid-year deferral election accomplished
          pursuant to this subsection (b) shall be effective only with respect
          to services performed after the election takes effect.

     (c)  An Employee who is selected to participate in the SERP Feature must
          complete such forms (including, if so required by the Administrator,
          an additional Plan Agreement, Election Form and Beneficiary
          Designation Form) as the Administrator may determine, regardless of
          whether the Employee is already a Participant under the non-SERP
          provisions of the Plan.

2.3  TERMINATION OF A PARTICIPANT'S ELIGIBILITY. The Administrator may at any
     time terminate or curtail an individual's participation in the Plan as to
     future deferrals, subject only to the caveat that any such termination or
     curtailment shall be accomplished consistent with the requirements of
     Section 409A.

                                    ARTICLE 3
                                 ACCOUNT CREDITS

3.1  ELECTIVE DEFERRALS: MINIMUM REQUIREMENTS. For any Plan Year, a Participant
     who wishes to participate in Elective Deferrals may do so subject to the
     following minimum deferral requirements:

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

     If the Administrator 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 a Participant first becomes eligible to make
     Elective Deferrals during a Plan Year, 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.


                                      -4-

<PAGE>

3.2  ELECTIVE DEFERRALS: MAXIMUM REQUIREMENTS. For any Plan Year, a
     Participant's Elective Deferrals, if any, shall be subject to the following
     percentage maxima:

<TABLE>
<CAPTION>
DEFERRAL      MAXIMUM PERCENTAGE
--------      ------------------
<S>           <C>
Base Salary           90%
Bonus                100%
Commissions          100%
</TABLE>

     If a Participant first becomes eligible to make Elective Deferrals during a
     Plan Year, the foregoing maximum percentages shall be applied to the future
     compensation affected by the Participant's mid-year election. For
     compensation that is earned based upon a specified performance period,
     "future compensation" shall be deemed for this purpose not to exceed the
     total amount of such compensation earned for the performance period,
     multiplied by a fraction, the numerator of which is the number of days
     remaining in the service period after the Participant's deferral election
     take effect, and the denominator of which is the total number of days in
     the performance period.

3.3  ELECTIVE DEFERRALS: EFFECT OF ELECTION FORM. Insofar as it relates to an
     Elective Deferral, an Election Form shall take effect not later than (i)
     the first day of the Plan Year next following the effective date of such
     form, or (ii) in the case of an Election Form relating to initial mid-year
     eligibility, a date specified by the Administrator that is not late than
     thirty (30) days following the date of such initial eligibility. Once it
     takes effect, the Election Form shall apply as follows: (A) to Base Salary
     and/or Commissions (other than Commissions described in clause (B)) earned
     with respect to services performed on or after the effective date, and (B)
     in the case of "performance-based compensation" (as determined in
     accordance with Section 409A) based on services performed over a period of
     at least twelve (12) months, to any such compensation payable with respect
     to a performance period ending at least six (6) months after the effective
     date. The Administrator shall prescribe such additional rules and
     limitations as it determines to be appropriate so that elective deferrals
     under the Plan comply with Section 409A.

3.4  ELECTIVE DEFERRALS: WITHHOLDING AND CREDITING OF DEFERRAL AMOUNTS. Elective
     Deferrals shall be credited to a Participant's Account on or as soon as
     practicable after the relevant payroll date on which the compensation, but
     for deferral, would have been paid.

3.5  COMPANY CREDITS. The Administrator may provide in a Plan Agreement, or on a
     discretionary basis outside of any Plan Agreement, for additional,
     non-elective credits (each, a "Company Credit") to the Participant's
     Account in accordance with this Section 3.5. Additional credits pursuant to
     this Section 3.5 may include, but are not necessarily limited to, credits
     intended to make up (in whole or in part) for matching contributions that
     could not be made under a tax-qualified defined contribution plan in which
     the Participant is a member; provided, that any such additional credit made
     hereunder shall be consistent with the requirements of Section 401(k)(4)(A)
     of the Code. Company Credit shall be credited to the Participant's Account
     at such times and in such amounts as the Administrator determines
     (consistent with the Plan Agreement, in the case of Company Credits
     provided for under a Plan Agreement). Company Credits, if any, need not be
     made with respect to all Participants and may vary as to amount and other
     terms from Participant to Participant.


                                      -5-

<PAGE>

3.6  SERP CREDITS.. In the case of a Participant who has been selected by the
     Administrator to participate in the SERP Feature, the Administrator shall
     establish a separate sub-account (the "SERP Account") and shall credit
     thereto such amounts or percentages of compensation as are specified in the
     Plan Agreement relating to the Participant's participation in the SERP
     Feature. Credits to a Participant's SERP Feature, where provided for by the
     applicable Plan Agreement, shall be made in accordance with the provisions
     of that Agreement regardless of whether the Participant is otherwise
     participating in the Plan.

3.7  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 Credit Account
          and/or SERP Account, if any, in accordance with the vesting
          schedule(s) set forth in his or her Plan Agreement(s). If not
          addressed in such agreements, a Participant shall vest as follows:

COMPANY CREDIT ACCOUNT (IF ANY)

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

SERP ACCOUNT (IF ANY)

<TABLE>
<CAPTION>
YEARS OF SERVICE                     VESTED PERCENTAGE
----------------                     -----------------
<S>                                  <C>
        Fewer than 5 years                    0%
5 years or more, but fewer than 6            50%
6 years or more, but fewer than 7            60%
7 years or more, but fewer than 8            70%
8 or more years, but fewer than 9            80%
9 or more years, but fewer than 10           90%
         10 or more years                   100%
</TABLE>

     (c)  Except as otherwise expressly provided in the relevant Plan Agreement,
          in the event of a Change in Control or upon a Participant's Retirement
          or death while employed by an Employer, the unvested portion, if any,
          of a Participant's Company Credit Account (other than his or her SERP
          Account, if any) shall immediately become one hundred percent (100%)
          vested; provided, that except as otherwise provided in the Plan
          Agreement, if and to the extent the additional vesting described in
          this subsection (c) would, but for this proviso, cause the
          deductibility limitations of Section 280G of the Code to apply,
          vesting shall be accelerated only to such extent, if any, as will not
          result in the application of such deduction limitations. The
          Administrator shall make all determinations necessary or appropriate
          to implement the foregoing limitation but if so requested by an
          affected Participant in writing shall, within ninety (90) days of
          receiving such request, obtain at the Company's expense and provide to
          the Participant a copy of an opinion from a


                                      -6-

<PAGE>

          nationally recognized accounting firm selected by the Participant (the
          "Accounting Firm"), with supporting computations, as to whether any
          limitation in the vested percentage hereunder is necessary to avoid
          the limits of Section 280G of the Code.

3.8  HYPOTHETICAL INVESTMENT RETURNS. Each Participant's Account shall be
     periodically adjusted (in such manner as the Administrator determines) to
     reflect hypothetical returns with respect to the Account, as follows:

     (a)  MEASUREMENT FUNDS. The Administrator shall select and may from time to
          time change (including as to existing Accounts that are deemed
          invested in an affected fund) a menu of investment funds (the
          "Measurement Funds") to be used to determine hypothetical investment
          experience under the Plan. The Participant may elect to have his or
          her Account invested on a hypothetical basis in one or more of the
          Measurement Funds, for the purpose of crediting or debiting additional
          amounts to his or her Account Balance, and may from time to time elect
          to reallocate such hypothetical investments. Any such election by the
          Participants shall be accomplished and given effect in accordance with
          such rules as the Administrator may prescribe. If a Participant does
          not elect a Measurement Fund, the Participant's Account Balance shall
          be treated as having been invested in such default Measurement Fund(s)
          as the Administrator may specify.

     (b)  NO ACTUAL INVESTMENT. The provisions of this Section 3.8 shall not be
          construed to require the Administrator or any Employer to segregate,
          set aside, or invest any assets for the payment of benefits under the
          Plan. However, the Administrator in its discretion may provide for a
          "rabbi trust" or similar vehicle to facilitate the payment of benefits
          under the Plan so long as the existence, terms and funding of any such
          trust or other vehicle do not cause the Plan to fail to be unfunded
          for tax or ERISA purposes or to fail to satisfy the requirements of
          Section 409A.

3.9  FICA AND OTHER TAXES. The Administrator may require that a Participant's
     cash or other compensation be reduced to satisfy any FICA tax or other tax
     due with respect to the deferral or vesting of any amount under the Plan or
     may require as part of a Plan Agreement or otherwise that the Participant
     make other arrangements for the payment of such taxes (which other
     arrangements may include, if the Administrator so determines, but shall not
     be limited to, a reduction in the Participant's Account Balance). Any
     distribution under the Plan shall be reduced by any required tax and other
     withholdings.

                                    ARTICLE 4
 SCHEDULED DISTRIBUTION OF DEFERRAL ACCOUNT; UNFORESEEABLE FINANCIAL EMERGENCIES

4.1  SCHEDULED DISTRIBUTION OF DEFERRAL ACCOUNT. Subject to such limitations
     (consistent with Section 409A) as the Administrator may prescribe, a
     Participant may specify in connection with the applicable annual or other
     deferral election pertaining to Elective Deferrals to have the portion of
     his or her Account attributable to such Elective Deferrals and related
     adjustments under Article 3 to be paid (a "Scheduled Distribution") in a
     lump sum 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 relates. By way of
     example, if a Scheduled Distribution is elected for Elective Deferral
     amounts 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
     January 2, 2010.


                                      -7-

<PAGE>

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 Administrator in accordance with the following:

     (a)  The new Scheduled Distribution Election Form must be submitted to and
          accepted by the Administrator (which has complete discretion as to
          whether to accept any new election) at least twelve (12) months prior
          to the Participant's previously designated Scheduled Distribution
          Date;

     (b)  The new Scheduled Distribution Date 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 new election shall not take effect until at least twelve (12)
          months after it is accepted by the Administrator.

4.3  OTHER BENEFITS TAKE PRECEDENCE OVER SCHEDULED DISTRIBUTIONS. Except as the
     Administrator otherwise determines to be necessary to comply with the
     requirements of Section 409A, a Deferral Account that become payable under
     Article 5, 6, 7 or 8 as of a date that precedes a Scheduled Distribution
     Date under this Article 4 shall be paid in accordance with Article 5, 6, 7
     or 8, as the case may be, and not in accordance with this Article 4.

4.4  WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.

     (a)  If the Participant experiences an Unforeseeable Financial Emergency,
          the Participant may petition the Administrator to receive a partial or
          full payout from the Plan, subject to the provisions set forth below.

     (b)  The payout, if any, from the Plan 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 necessary to pay Federal, state, or local income taxes or
          penalties reasonably 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 cessation of deferrals under
          this Plan. The portion, if any, of a Participant's Account Balance
          attributable to his or her SERP Account shall not be taken into
          account in applying the provisions of this Section 4.4.

     (c)  If the Administrator approves a Participant's petition for payout, the
          Participant shall receive a payout from the Plan within sixty (60)
          days of the date of such approval, and the Participant's deferrals
          under the Plan shall be terminated as of the date of such approval.

     (d)  A Participant's deferral elections under this Plan shall also be
          terminated to the extent the Administrator determines that termination
          is required pursuant to applicable regulations to obtain a hardship
          distribution from an Employer's 401(k) plan and is consistent with the
          requirements of Section 409A.


                                      -8-

<PAGE>

                                    ARTICLE 5
                            CHANGE IN CONTROL BENEFIT

If so elected by the Participant (any such election, except as the Administrator
may otherwise determine, to be made irrevocably at commencement of participation
in the Plan), the Participant's vested Account Balance shall be distributed in a
lump sum payment within sixty (60) days following a Change in Control. Absent
such election, the Participant's vested Account Balance shall be paid in
accordance with the otherwise applicable provisions of the Plan.

                                    ARTICLE 6
             SEPARATION FROM SERVICE (OTHER THAN BY REASON OF DEATH)

6.1  SERP ACCOUNT. A Participant who participates in the SERP Feature and who
     separates from the service of the Employer shall be entitled to receive his
     or her vested SERP Account, if any, on (or, if payable in installments
     under the Annual Installment Method, commencing on) the later of (a) the
     date that is six months and one day after the date of separation from
     service), and (b) the date the Participant attains his or her 65th
     birthday. Any election by the Participant to receive payment of the SERP
     Account, if any, under the Annual Installment Method must be made (except
     as hereinafter provided) in connection with the Participant's commencement
     of participation in the SERP Feature and must specify the number of annual
     installments (not to exceed fifteen). A Participant who has elected or is
     deemed to have elected a lump sum payment of his or her vested SERP Account
     may subsequently elect installments instead, and a Participant who has
     elected installments may subsequently elect a lump sum instead; provided,
     that the new election shall not take effect for twelve (12) months and the
     new Benefit Distribution Date shall be the fifth (5th) anniversary of the
     Benefit Distribution Date that would otherwise have been applicable.

6.2  ACCOUNTS OTHER THAN SERP ACCOUNTS. That portion, if any, of a Participant's
     vested Account Balance that is not attributable to his or her SERP Account
     (if any) shall be distributed upon the Participant's separation from the
     service of the Employer as follows:

     (a)  If the separation is a Retirement, the applicable vested Account
          Balance shall be distributed on (or, if payable in installments under
          the Annual Installment Method, commencing on) the date that is six
          months and one day after the date of Retirement. Any election by the
          Participant to receive payment upon Retirement under the Annual
          Installment Method must be made (except as hereinafter provided) in
          connection with the Participant's commencement of participation and
          must specify the number of annual installments (not to exceed
          fifteen). A Participant who has elected or is deemed to have elected a
          lump sum payment of his or her vested Account Balance upon Retirement
          may subsequently elect installments instead, and a Participant who has
          elected installments may subsequently elect a lump sum instead;
          provided, that the new election shall not take effect for twelve (12)
          months and the new Benefit Distribution Date shall be the fifth (5th)
          anniversary of the Benefit Distribution Date that would otherwise have
          been applicable.

     (b)  If the separation is not a Retirement, the applicable vested Account
          Balance shall be distributed on (or, if payable in installments under
          the Annual Installment Method, commencing on) the date that is six
          months and one day after the date of separation. Any election by the
          Participant to receive payment upon Retirement under the Annual
          Installment Method must be made (except as hereinafter provided) in
          connection with the Participant's commencement of participation and
          must specify the number of annual installments (not to exceed five). A
          Participant who has elected or is deemed to have


                                      -9-

<PAGE>

          elected a lump sum payment of his or her vested Account Balance upon
          Retirement may subsequently elect installments instead, and a
          Participant who has elected installments may subsequently elect a lump
          sum instead; provided, that the new election shall not take effect for
          twelve (12) months and the new Benefit Distribution Date shall be the
          fifth (5th) anniversary of the Benefit Distribution Date that would
          otherwise have been applicable.

                                    ARTICLE 7
                        DISTRIBUTIONS ON ACCOUNT OF DEATH

The Beneficiary(ies) of a Participant who dies prior to the distribution of his
or her entire vested Account Balance shall receive the remaining vested balance
of the Account within (or, if payable in installments under the Annual
Installment Method, commencing within) the sixty-day period immediately
following the date on which the Administrator receives information satisfactory
to the Administrator that the Participant has died, or by such earlier date as
is required to comply with the requirements of Section 409A. The death benefit
so payable to any Beneficiary shall be paid in a single lump sum unless the
Participant elected, in connection with his or her participation, to have it
paid under the Annual Installment Method. Any election of the Annual Installment
Method must specify the number of annual installments (not to exceed three). A
Participant who has elected or is deemed to have elected a lump sum payment of
his or her vested Account Balance upon death may, during his or her remaining
lifetime, subsequently elect installments instead, and a Participant who has
elected installments may, during his or her remaining lifetime, elect a lump sum
instead; provided, that the new election shall not take effect for twelve (12)
months and the new Benefit Distribution Date shall be the fifth (5th)
anniversary of the Benefit Distribution Date that would otherwise have been
applicable.

                                    ARTICLE 8
                         DISTRIBUTION OF SMALL ACCOUNTS

If, at the time an Account becomes payable under Article 4, 5, 6 or 7 thereof,
the vested balance of such Account is $100,000 or less, payment shall be made in
a single lump sum payment (or, if payable under Article 7 to more than one
Beneficiaries, in lump sum payments) notwithstanding any election to have
payment made under the Annual Installment Method.

                                    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 Administrator. 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 Administrator's rules
     and procedures, as in effect from time to time. Upon the acceptance by the
     Administrator of a new Beneficiary Designation Form, all Beneficiary
     designations previously filed by the Participant shall be canceled. The
     Administrator shall be entitled to rely on the last Beneficiary Designation
     Form filed by the Participant and accepted by the Administrator prior to
     his or her death.


                                      -10-

<PAGE>

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

9.4  NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
     Beneficiary as provided 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 Administrator has any doubt as to the
     proper Beneficiary to receive payments pursuant to this Plan, it shall have
     the right, exercisable in its discretion, to withhold payments until this
     matter is resolved to its 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
     Administrator 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.

                                   ARTICLE 10
                            AMENDMENT AND TERMINATION

10.1 TERMINATION OF PLAN. The Company has established the Plan with the
     expectation that it will continue the Plan indefinitely but reserves the
     right, exercisable in its absolute discretion, to terminate or suspend the
     Plan at any time. In the event of Plan termination or suspension, except as
     hereinafter provided, no additional amounts shall be credited to any
     Account pursuant to Article 3 other than positive or negative adjustments
     to reflect hypothetical investment performance under Section 3.8 and other
     than the crediting of such Elective Deferrals as to which a deferral
     election was in effect, prior to termination, for the Plan Year of
     termination and which the Administrator determines must continue to be
     given effect to comply with Section 409A. If the Plan is amended or
     terminated in accordance with the immediately preceding sentence, existing
     Accounts shall continue to be administered and paid out as though the Plan
     had not been terminated (and the Company shall have the continuing right to
     amend the Plan provisions affecting such Account, subject to Section 10.2
     below). Notwithstanding the foregoing, if permitted by Section 409A and in
     accordance with such special rules as the Administrator may establish to
     comply with Section 409A, the Company may instead provide upon termination
     of the Plan that all Accounts shall be paid out in connection with such
     termination.

10.2 AMENDMENT. The Company may, at any time, amend or modify the Plan in whole
     or in part; provided, that no amendment or modification shall be effective
     if it would cause a Participant's Account Balance, determined immediately
     after the amendment takes effect, to be lower than it was immediately
     before the amendment took effect.

10.3 PLAN AGREEMENT. Despite the provisions of this Article 10, 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-
<PAGE>

                                   ARTICLE 11
                                 ADMINISTRATION

11.1 IN GENERAL. The term "Administrator" as used in the Plan shall mean the
     person(s), board or committee principally charged with administrative
     responsibility under the Plan, as described in Section 11.2, and its or
     their delegates to the extent of the applicable delegation. The
     Administrator shall have the discretion and authority to (i) make, amend,
     interpret, and enforce all appropriate rules and regulations for the
     administration of this Plan, (ii) determine all issues of eligibility for
     participation in or benefits under the Plan, and (iii) subject to the terms
     of any procedures established pursuant to Article 13, decide or resolve any
     and all questions including interpretations of this Plan that may arise in
     connection with the Plan. No individual who has or to whom administrative
     responsibility is delegated hereunder, or who is a member of a board or
     committee that has or to which is delegated administrative responsibility
     hereunder, shall vote or act on any matter relating solely to himself or
     herself. When making a determination or calculation, the Administrator
     shall be entitled to rely on information furnished by a Participant or the
     Company.

11.2 ADMINISTRATION UPON CHANGE IN CONTROL. Prior to the occurrence of a Change
     in Control, the Board or a committee of the Board shall (together with its
     delegates) have the responsibility to administer the Plan. Within one
     hundred and twenty (120) days following a Change in Control, the individual
     who, immediately prior to the Change in Control, was the Company's Chief
     Executive Officer or, if none, highest ranking officer (the "Ex-CEO") may
     select an independent third party (with the approval of the trustee of any
     trust that may have been established and funded to assist in the payment of
     benefits under the Plan) to assume the administrative role of the Board or
     committee of the Board; provided, that the Administrator as constituted
     prior to the Change in Control shall continue to administer the Plan 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; and further provided,
     that if an independent third party is not selected and approved within one
     hundred and twenty (120) days of such Change in Control, the Administrator
     as constituted prior to the Change in Control shall continue to administer
     the Plan. Upon and after a Change in Control, the Administrator shall have
     no power to direct (or to appoint an investment manager to direct) the
     investment of any assets that may have been set aside in trust to assist in
     the payment of benefits under the Plan. Upon and after a Change in Control
     the Company shall: (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 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, any trust established in connection with
     the Plan, the Participants and their Beneficiaries, the Account Balances of
     the Participants, the date and circumstances of the Retirement, death or
     other separation from service of the Participants, and such other pertinent
     information as the Administrator may reasonably require.

11.3 AGENTS. In the administration of this Plan, the Administrator 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.

11.4 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


                                      -12-
<PAGE>

     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.

11.5 INDEMNITY OF ADMINISTRATOR. All Employers shall indemnify and hold harmless
     the members of the Administrator (including any Employee to whom
     administrative duties are delegated) 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.

11.6 EMPLOYER INFORMATION. To enable the Administrator to perform its functions,
     the Company and each Employer shall supply full and timely information to
     the Administrator on all matters relating to the compensation of its
     Participants, the date and circumstances of the Retirement, death or
     separation from service of its Participants, and such other pertinent
     information as the Administrator may reasonably require.

                                   ARTICLE 12
                          OTHER BENEFITS AND AGREEMENTS

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.

                                   ARTICLE 13
                                CLAIMS PROCEDURES

The Administrator shall adopt and may from time to time amend procedures for the
administration of claims and for the appeal of denied claims under the Plan, all
in accordance with Section 503 of ERISA and the regulations thereunder.

                                   ARTICLE 14
                                  MISCELLANEOUS

14.1 STATUS OF PARTICIPANTS AND BENEFICIARIES AS GENERAL CREDITORS. Participants
     and their Beneficiaries, heirs, successors and assigns shall have no legal
     or equitable rights, interests or claims in any property or assets of any
     Employer. Their rights to benefits, if any, under the Plan shall be solely
     those of unsecured general creditors of the Employer and shall be limited
     to those contractual rights expressly set forth in the Plan and/or Plan
     Agreements applicable to them.

14.2 NON-ASSIGNABILITY. No 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,
     non-assignable 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.

14.3 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. Nothing in the Plan nor in any Plan Agreement shall
     limit in any way the Employer's rights to terminate any


                                      -13-
<PAGE>

     Participant. The loss of benefits or potential benefits under the Plan by
     reason of the termination of a Participant's service with the Employer
     shall not constitute an element of damages in any claim brought by the
     Participant or his or her Beneficiary(ies) against the Employer.

14.4 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.

14.5 GOVERNING LAW. Except as preempted by ERISA, the provisions of this Plan
     shall be construed and interpreted according to the internal laws of the
     Commonwealth of Massachusetts without regard to its conflicts of laws
     principles.

14.6 NOTICE. Any notice or filing required or permitted to be given to the
     Administrator or 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: 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 as set forth in
     the records of the Company.

14.7 SUCCESSORS. The provisions of this Plan shall bind and inure to the benefit
     of the Company and other Employer and their successors and assigns, and on
     the Participant and the Participant's designated Beneficiaries. By
     executing and delivering a Plan Agreement, a Participant agrees on his or
     her own behalf and on behalf of all Beneficiaries to be bound by the terms
     of the Plan and the Plan Agreement.

14.8 INVALIDITY. 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.

14.9 INCOMPETENTS. If the Administrator 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 Administrator 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 Administrator may require
     such documents and other information as it deems necessary or appropriate
     to administer the foregoing provisions. Any payment of a benefit shall be a
     payment for the account of the Participant or the Participant's
     Beneficiary, as the case may be, and shall be a complete discharge of any
     liability under the Plan for such payment.

14.10 DISTRIBUTION IN THE EVENT OF INCOME INCLUSION UNDER 409A. If any portion
     of a Participant's Account Balance under this Plan is required to be
     included in income by the Participant prior to receipt owing to a failure
     of this Plan to meet the requirements of Section 409A, the Participant may
     petition the Administrator for a distribution of that portion of his or her
     Account Balance that is required to be included in his or her income. Upon
     the grant of such a petition, which grant shall not be unreasonably
     withheld, the Participant's Employer shall distribute to the Participant
     immediately available funds in an amount equal to the lesser of (i) the
     portion of his


                                      -14-
<PAGE>

     or her Account Balance required to be included in income as a result of the
     failure of the Plan to meet the requirements of Section 409A, or (ii) the
     unpaid vested Account Balance.

14.11 DEDUCTION LIMITATION ON BENEFIT PAYMENTS. If the Company reasonably
     anticipates that the Employer's deduction with respect to any distribution
     from this Plan would be limited or eliminated by application of Code
     Section 162(m), then payment shall be delayed to the extent deemed
     necessary by the Administrator to ensure that the entire amount of any
     distribution from this Plan is deductible. The delayed amounts, adjusted
     pursuant to Section 3.8, shall be distributed to the Participant (or his or
     her Beneficiary in the event of the Participant's death) at the earliest
     date the Employer reasonably anticipates that the deduction of the payment
     of the amount will not be limited or eliminated by application of Code
     Section 162(m) or, if earlier, by the close of the calendar year in which
     the Participant separates from service.

14.12 EFFECT OF RESTATEMENT. The provisions of the Plan as set forth herein
     represent the amendment and restatement of the Plan effective June 20,
     2006.

14.13 COMPLIANCE WITH SECTION 409A GENERALLY. The Administrator may deviate from
     the express terms of the Plan or any Plan Agreement if it determines such
     deviation to be necessary to comply with the requirements of Section 409A.
     The Administrator may also, notwithstanding the otherwise applicable
     restrictions on elections and payment under the Plan, establish
     opportunities for Participants and Beneficiaries to make any special
     elections permitted under the transition rules under Section 409A.

IN WITNESS WHEREOF, the Company has signed this amended and restated Plan
document as of ___________________, 2006.

                                        Brooks Automation, Inc., a Delaware
                                        corporation


                                        By:
                                            ------------------------------------
                                        Title:
                                               ---------------------------------


                                      -15-

<PAGE>

                                   APPENDIX A

                                Change in Control

For purposes of the Plan, the term "Change in Control" means the occurrence of
any of the events described in subsections (i), (ii), (iii) or (iv) below:

     (i) Any Person acquires beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of thirty-five (35%) percent or more
of either (x) the then outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (y) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting Securities"); provided,
that for purposes of this subsection (i) the following acquisitions shall not
constitute a Change in Control: (I) any acquisition directly from the Company,
(II) any acquisition by the Company, (III) any acquisition by an employee
benefit plan (or related trust) sponsored or maintained by the Employer, or (IV)
any Business Combination (but except as provided in subsection (iii) below a
Business Combination may nevertheless constitute a Change in Control under
subsection (iii)); and provided further, that an acquisition by a Person of
thirty-five percent (35%) percent or more but less than fifty (50%) percent of
the Outstanding Company Common Stock or of the combined voting power of the
Outstanding Company Voting Securities shall not constitute a Change in Control
under this subsection (i) if within fifteen (15) days of the Board's being
advised that such ownership level has been reached, a majority of the "Incumbent
Directors" (as hereinafter defined) then in office adopt a resolution approving
the acquisition of that level of securities ownership by such Person; or

     (ii) Individuals who, as of March 23, 2006, constituted the Board (the
"Incumbent Directors") cease for any reason to constitute at least a majority of
the Board; provided, that any individual who becomes a member of the Board
subsequent to March 23, 2006 and whose election or nomination for election was
approved by a vote of at least two-thirds of the Incumbent Directors shall be
treated as an Incumbent Director unless he or she assumed office as a result of
an actual or threatened election contest with respect to the election or removal
of directors; or

     (iii) There is consummated a reorganization, merger or consolidation
involving the Company, or a sale or other disposition of all or substantially
all of the assets of the Company (a "Business Combination"), in each case
unless, following such Business Combination, (x) the Persons who were the
beneficial owners, respectively, of the Outstanding Company Common Stock and of
the combined voting power of the Outstanding Company Voting Securities
immediately prior to the Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the case
may be, of the entity resulting from such Business Combination in substantially
the same proportions as their ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock and of the combined voting
power of the Outstanding Company Voting Securities, as the case may be, (y)
unless in connection with such Business Combination a majority of the Incumbent
Directors then in office determine that this clause (iii)(y) does not apply to
such Business Combination, no Person (excluding any entity resulting from such
Business Combination or any employee benefit plan (or related trust) of the
Employer or of such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, thirty-five (35%) percent or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting


                                      -16-

<PAGE>

power of the then outstanding voting securities of such corporation entitled to
vote generally in the election of directors, except to the extent that such
ownership existed prior to the Business Combination and (z) at least a majority
of the members of the Board resulting from such Business Combination were
Incumbent Directors at the time of the execution of the initial agreement, or of
the action of the Board, providing for such Business Combination; or

     (iv) The stockholders of the Company approve a complete liquidation or
dissolution of the Company;

provided, that if any payment or benefit payable hereunder upon or following a
Change in Control (as defined herein) would be required to comply with the
limitations of Section 409A(a)(2)(A)(v) of the Code and the guidance thereunder
in order to avoid an additional tax under Section 409A of the Code, such payment
or benefit shall be made only if such Change in Control constitutes a change in
ownership or control of the Company, or a change in ownership of the Company's
assets, described in IRS Notice 2005-1, the proposed regulations under Section
409A of the Code, or any successor guidance.

For purposes of this Appendix A, "Person" means any individual, entity or other
person, including a group within the meaning of Sections 13(d) or 14(d)(2) of
the Exchange Act; and "Exchange Act" means the Securities Exchange Act of 1934,
as amended.


                                      -17-