Amended and Restated ASYST TECHNOLOGIES, INC. CHANGE IN CONTROL AGREEMENT

Exhibit 10.62

Amended and Restated
ASYST TECHNOLOGIES, INC.
CHANGE IN CONTROL AGREEMENT

           THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2008 (the “Effective Date”), by and between Asyst Technologies, Inc., a California corporation (including, in the event of merger, acquisition, Change in Control or corporate dissolution or succession, any parent or successor entities, “Asyst”), and [                      ] (the “Executive”).

           WHEREAS , Asyst considers it essential to foster the continued employment of key management personnel and recognizes the distraction and disruption that the possibility of a Change in Control (as defined in Section 1(g) , below) may raise, to the detriment of Asyst and its stockholders; and

           WHEREAS , Asyst has determined to amend, extend and restate certain protections provided by this Agreement in order to reinforce and encourage the continued attention and dedication of key management personnel to their assigned duties in the face of a possible Change in Control.

           NOW, THEREFORE , in consideration of the promises and the mutual covenants contained herein, Asyst and the Executive hereby agree as follows:

          This Agreement shall specifically supersede and replace that Change-in-Control Agreement between Asyst and Executive, dated [                      ], which agreement is deemed cancelled as of the Effective Date.

      1. DEFINITIONS.

           (a) “Annual Base Salary” shall mean, as of any point in time, the annual

base salary of Executive, as may be adjusted from time to time by Asyst.

           (b) “Anticipatory Involuntary Termination” shall mean a termination (x) by Asyst of Executive’s employment for any reason other than for Causeor (y) by Executive for Good Reason, that occurs within the 12 months prior to the date on which a Change in Control occurs, and it is reasonably demonstrated by Executive that such termination of employment (I) was at the request of, was due to or resulted from a third party that had taken steps reasonably calculated to effect such Change in Control or (II) otherwise arose in connection with or was due to or resulted from an anticipation of a Change in Control, and such Change in Control is consummated.

           (c) “Base Salary” shall mean, as of any point in time, the current portion of the Annual Base Salary.

           (d) “Beneficial Owner” shall have the meaning defined in Rule 13d-3 under the Securities Exchange Act of 1934 (as amended).

           (e) “Beneficiary” shall mean (i) the person or persons named by Executive pursuant to Section 15, below, or (ii) in the event of his or her death, if no person is designated Beneficiary and survives Executive, his or her estate.

           (f) “Board” shall mean the Board of Directors of Asyst.

           (g) “Cause” shall mean the occurrence, without the Board’s express written consent, and when substantiated and demonstrated in advance of any termination by Asyst of the Executive by formal action, as manifested by delivery to Executive of a copy of the resolution duly adopted by the affirmative vote of not less than a super-majority of its members (excluding Executive, if Executive is a member of the Board) at a meeting of the Board called and held for

Asyst CofC Executive Agreement

such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel for Executive, to be heard before the Board) finding that, in the good faith determination of the Board, Executive is guilty of any one of the following specific material acts or omissions by Executive:

               (i) Executive’s conviction in a court of law of, or entry of a guilty plea or plea of no contest to, a felony charge (whether subject to appeal);

               (ii) willful or continued failure by Executive to perform his or her material duties or obligations under this Agreement and/or as an officer or senior executive of Asyst;

               (iii) willful or continued engagement by Executive in misconduct that is demonstrably and materially injurious to Asyst;

               (iv) gross negligence by Executive during the performance of the duties of his or her position resulting in demonstrable and material injury to Asyst;

               (v) entry by a court or governmental or regulatory agency of the United States, or a political subdivision thereof, of an order barring Executive from serving as an officer or director of a public company;

               (vi) willful or continued breach by Executive of a material duty or obligation under Asyst’s Code of Business Conduct then in effect; or

               (vii) willful or continued breach by Executive of his or her confidentiality obligations to Asyst, under this Agreement or otherwise.

          For the purposes of this definition, no act or failure to act on the part of Executive shall be deemed “willful” to the extent (x) caused by Disability or (y) unless it is done, or

Asyst CofC Executive Agreement

omitted to be done, by him or her in bad faith or without reasonable belief that his or her act or omission was in the best interest of Asyst. Such formal action by resolution of the Board by a super-majority of its members shall expressly provide in reasonable detail the specific acts, circumstances and bases for the Board’s good faith for Cause determination that is the bases for the Executive’s termination. In addition, any termination by Asyst of Executive that is attributed to an occurrence which was with the Board’s express written consent, or which was not substantiated and demonstrated in advance of any termination of the Executive by formal action by a super-majority of its members, shall be deemed without Cause.

           (h) “Change in Control” shall mean occurrence of any of the following:

               (i) acquisition by an individual, an entity or a group (excluding Asyst or an employee benefit plan of Asyst, or a corporation controlled by Asyst’s shareholders) of 30 percent or more of Asyst’s common stock or voting securities;

               (ii) change in composition of the Board (other than by retirement or voluntary termination of service) occurring within a rolling two-year period, as a result of which fewer than a majority of the directors at the end of such rolling two-year period are Incumbent Directors (“Incumbent Directors” shall mean directors who either are members of the Board (x) as of the beginning of such rolling two-year period or (y) prior to any Business Combination are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of such directors at the time of such election or nomination, but shall not include an individual not otherwise an Incumbent Director whose election or nomination is in connection with an actual or threatened proxy contest); or

               (iii) consummation of a complete liquidation or dissolution of Asyst or

Asyst CofC Executive Agreement

a merger, consolidation, transfer or sale of all or substantially all of Asyst’s assets (collectively, a “Business Combination”), but which shall not include a Business Combination (x) in which the shareholders of Asyst receive 50 percent or more of the stock resulting from the Business Combination, (y) in which at least a majority of the board of directors of the resulting corporation comprise Incumbent Directors and (z) after which no individual, entity or group (excluding any corporation resulting from the Business Combination or any employee benefit plan of such corporation or of Asyst) owns 30 percent or more of the stock of the resulting corporation, who did not own such stock immediately before the Business Combination.

           (i) “Code” shall mean the Internal Revenue Code of 1986, as from time to time amended.

           (j) “Committee” shall mean the Compensation Committee of the Board.

           (k) “Date of Termination” shall mean, with respect to any actual or purported termination of Executive’s employment during the Term of Agreement, the following:

               (i) if his or her employment terminates by death, the date of death; or

               (ii) if his or her employment terminates for any other reason, the date specified in the Notice of Termination, whether provided by Asyst or Executive. Anything in the foregoing to the contrary notwithstanding, for purposes of the payment of any Deferred Compensation Benefits (as hereinafter defined), “Date of Termination” shall mean the date Executive experiences a Separation from Service (as hereinafter defined).

           (l) “Disability” shall mean Executive’s inability reasonably to perform the essential duties as an officer or senior executive of Asyst by reason of a physical or mental disability or infirmity, with or without reasonable accommodation, as determined in writing by a

Asyst CofC Executive Agreement

physician reasonably acceptable to Asyst and Executive, which disability or infirmity has continued for more than six consecutive months or an aggregate of nine months in any 12-month period.

           (m) “Effective Date” shall mean the date indicated in the first paragraph of this Agreement.

           (n) “Fiscal Year” shall mean the 12-month fiscal period then in effect as determined and reported by Asyst.

           (o) “Good Reason” shall mean the occurrence, without Executive’s prior express written consent, of any one of the following specific material acts or omissions by Asyst (but shall not include acts or omissions whose affect on Executive is de minimis or not material), subject to the opportunity to correct, cure or remedy the Good Reason as provided in Section 4 , below:

               (i) Executive’s removal from his or her position as an executive of Asyst or a substantial adverse alteration in the nature of his or her authority, duties or responsibilities as an executive of Asyst (including (x) the assignment to Executive of any duties substantially inconsistent with his or her position as an executive of Asyst, or (y) a substantial change in the reporting of Executive (including, solely as a result of the Company ceasing to be a publicly traded company), or any other action by Asyst that results in substantial diminution in such authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial or inadvertent action that is remedied promptly by Asyst, after receipt of a notice from Executive as provided in Sections 4 and 20 , below, describing such isolated, insubstantial or inadvertent action ;

Asyst CofC Executive Agreement

               (ii) reduction by Asyst in Executive’s Base Salary and/or annual target bonus as in effect on the Effective Date, or as the same may be adjusted from time to time, except for across-the-board reductions similarly and proportionately affecting all senior executives of Asyst; provided, however, that such across-the-board reductions are not made as a result of, or in contemplation of, a Change in Control;

               (iii) failure by Asyst to continue in effect any compensation plan or other senior executive incentive program in which Executive participates and that is material to his or her total compensation, except pursuant to an across-the-board elimination, deferral or reduction similarly and proportionately affecting all senior executives of Asyst; provided, however, that such across-the-board elimination, deferral or reduction is not made as a result of, or in contemplation of, a Change in Control;

               (iv) relocation of Asyst’s principal place of business or the Executive’s principal place of work to a location more than 30 miles from the location of such office on the Effective Date;

               (v) imposition of substantially increased travel as a requirement or obligation of employment or the Executive’s continuing responsibilities; or

               (vi) failure of a successor to all or substantially all of the business and/or assets of Asyst, and/or such entity as succeeds, constitutes or comprises Asyst following a Change in Control, expressly in writing to assume and agree to perform this Agreement in full and in the same manner and to the same extent that Asyst is required to perform it.

           (p) “Letter of Intent ” shall mean an executed (or if execution is not contemplated, an indication by the parties memorialized in writing to the contemplated

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transaction manifesting their approval) letter of intent, term sheet or similar document setting forth the material terms of a contemplated transaction that would constitute, if consummated, a Change in Control.

           (q) “Notice of Termination” shall mean delivery of written notice by one party and receipt thereof by the other party in accordance with Sections 4 and 20, below.

           (r) “Involuntary Termination” shall mean a termination of Executive’s employment (x) by Asyst without Cause, (y) due to Executive’s death or disability or (z) by Executive for Good Reason, in each of the foregoing cases, within two years following the date a Change in Control occurs.

           (s) “Performance-Based Awards” shall mean any equity awards or other long-term incentive awards for which the vesting is based on the accomplishment of certain performance criteria, including, without limitation, the restricted stock awards granted to Executive under the Company’s 2001 Non-Officer Equity Plan or 2003 Equity Incentive Plan. Awards for which the vesting is based on continued service only shall not be considered Performance-Based Awards.

           (t) “Section 409A” shall mean Section 409A of the Code, as amended, and any final regulations and guidance promulgated thereunder.

          (u) “ Target Bonus ” shall mean the annual target bonus for the Executive for a given fiscal year under Asyst’s performance-based annual incentive compensation plan (which annual target bonus is typically expressed as a percentage of the Executive’s Annual Base Salary in effect for such fiscal year).

      2. TERM OF AGREEMENT

Asyst CofC Executive Agreement

          The Term of this Agreement shall commence on the Effective Date and shall terminate on March 31, 2011, unless it is earlier terminated by Asyst for Cause or voluntarily by Executive, or to the specific extent otherwise amended or extended by written agreement of the parties; provided, however, that, if a Change in Control shall occur or Letter of Intent has been received and/or executed (or otherwise agreed to) on or prior to March 31, 2011, the Term of Agreement shall continue in effect until the later of (x) 24 months after the date on which such Change in Control occurs or Letter of Intent has been received and/or executed (or otherwise agreed to) or (y) March 31, 2011.

           (a) Termination for Cause. Executive understands, acknowledges and agrees that Asyst may terminate his or her employment for Cause at any time, upon two (2) weeks written notice. During the period of such notice, the Executive may be relieved of his or her daily, general and specific responsibilities. Asyst is not required to provide Executive any opportunity or period to correct, cure or remedy the event or condition that constitutes Cause in order to reinstate his or her employment.

           (b) Voluntary Termination by Executive. Asyst understands, acknowledges and agrees that Executive may terminate his or her employment voluntarily at any time, upon two (2) weeks written notice.

           (c) Entitlement upon Termination by Asyst for Cause or Voluntarily by Executive. In the event the Executive’s employment is terminated by Asyst for Cause or voluntarily by Executive, Executive understands, acknowledges and agrees that he or she will be entitled to the following compensation and benefits as Executive’s sole compensation, and Asyst shall have, sue or owe no other obligation or liability to Executive, under this Agreement or

Asyst CofC Executive Agreement

otherwise, in respect of the conduct or termination of Executive’s employment.

               (i) Base Salary through the Date of Termination;

               (ii) payment in lieu of any accrued but unused vacation in accordance with Asyst’s policy and procedures and applicable laws;

               (iii) any annual performance bonus for any completed fiscal year, deemed earned, due and payable but not yet paid to Executive;

               (iv) any deferred compensation deemed earned and due under any incentive compensation plan of Asyst or any deferred compensation agreement then in effect;

               (v) any other right, compensation, payment or benefit, including without limitation long-term incentive compensation, benefits under equity awards, and employee benefits that have vested through the Date of Termination or to which Executive may then be entitled in accordance with the applicable terms of each award or plan; and

               (vi) reimbursement of any reasonable and appropriate business expenses incurred by Executive through the Date of Termination but not yet paid to Executive.

      3. ENTITLEMENT UPON TERMINATION BY ASYST WITHOUT CAUSE, DUE TO DEATH OR DISABILITY OR BY THE EXECUTIVE FOR GOOD REASON IN CONNECTION WITH CHANGE IN CONTROL. In the event, during the Term of the Agreement, that Executive’s employment is terminated as a result of an Involuntary Termination or an Anticipatory Involuntary Termination (to the extent permitted in Section 5(a) hereof), then the Executive shall be entitled to the following rights, compensation, payments and benefits:

           (a) General Entitlement

               (i) Base Salary through the Date of Termination;

Asyst CofC Executive Agreement

               (ii) payment in lieu of any accrued but unused vacation in accordance with Asyst’s policy and procedures and applicable laws;

               (iii) any annual bonus deemed earned, due and payable but not yet paid to Executive;

               (iv) any deferred compensation deemed earned and due under any incentive compensation plan of Asyst or any deferred compensation agreement then in effect;

               (v) any other right, compensation, payment or benefit, including without limitation long-term incentive compensation, benefits under equity awards, and employee benefits that have vested through the Date of Termination or to which Executive may then be entitled in accordance with the applicable terms of each award or plan; and

               (vi) reimbursement of any reasonable and appropriate business expenses incurred by Executive through the Date of Termination but not yet paid to Executive.

           (b) Change in Control Entitlement

               (i) an amount in cash representing an annual bonus under Asyst’s performance-based annual incentive compensation plan for the Fiscal Year in which Executive’s termination occurs, prorated to the Date of Termination utilizing as the pro ration factor a fraction, the numerator of which is the number of days in the current Fiscal Year through the Date of Termination and the denominator of which is 365. Such annual bonus payment shall be based on the then-current annual Target Bonus for Executive, and shall assume 100 percent achievement of individual and corporate performance targets and objectives;

               (ii) an amount in cash equal to two times Executive’s Annual Base Salary, at the rate in effect immediately before the Date of Termination;

Asyst CofC Executive Agreement

               (iii) an amount in cash equal to two times the average of Executive’s annual Target Bonus for Executive for the three most recently completed Fiscal Years (assuming 100 percent achievement of individual and corporate performance targets and objectives with respect to such Target Bonus, regardless of whether any such Target Bonus amount was actually paid) preceding the Date of Termination.  For example:

                                (A)      if, as of the Date of Termination, the Executive’s Target Bonuses for the three most recently completed fiscal years were FY-1 – 50 percent, FY-2 – 75 percent, and FY-3 – 75 percent, respectively, then the average of Executive’s Target Bonuses for the three most recently completed Fiscal Years would be 67 percent, and the amount in cash payable to the Executive would be two times Executive’s Annual Base Salary multiplied by 67 percent.

               (iv) continuing Asyst-paid coverage under the life, disability, accident, medical, health, dental and vision insurance programs covering senior executives of Asyst generally, then in-effect, to the extent permitted under COBRA coverage or the terms of other such programs, for the two-year period from such termination or, if earlier, through such date as Executive becomes eligible for substantially similar coverage under the employee benefit plans of a new employer; provided that Executive agrees that the period of such continuation coverage under such plans shall count against any obligation by the plan or Asyst to provide continuation coverage pursuant to COBRA; provided, however, that any portion the benefit coverage contemplated in this Section 3(b)(iv) that is exempt from Section 409A as a separation payment (including reimbursements and in-kind benefits) shall not extend beyond the last day of the second calendar year in which Executive experiences a Separation from Service (as hereinafter

Asyst CofC Executive Agreement

defined), and any related reimbursements for such expenses shall not be paid following the third calendar year following the calendar year in which Executive experiences a Separation from Service; and provided further, however, that, in order to comply with Section 409A, any portion of the benefit continuation coverage, which is not excludible from Executive’s income for Federal income tax purposes, that is provided in any given calendar year shall not affect the amount of such benefits that the Company is obligated to pay or provide in any other calendar year, Executive’s right to have the Company provide such benefits may not be liquidated or exchanged for any other benefit, and to the extent the benefit is provided in the form of reimbursement, any reimbursement of such benefits must be made no later than the end of the calendar year next following the calendar year in which such expenses were incurred, and the provision of such benefits shall otherwise comply with the requirements of Section 409A applicable to reimbursement arrangements; and

               (v) accelerated, immediate and unconditional vesting of all unvested stock options and other equity awards (including Performance-Based Awards) previously granted to Executive and, for the one-year period following the Date of Termination, the right to exercise any such stock options and other equity rights held by Executive.

           (c) Asyst shall provide Executive 30 days’ Notice of Termination of Executive’s employment without Cause, and Executive shall comply with Section 4 , below, regarding the Notice of Termination of his or her employment for Good Reason.

      4. CONDITIONS ON EXECUTIVE’S RIGHT TO TERMINATE EMPLOYMENT FOR GOOD REASON. Executive’s right to terminate his or her employment for Good Reason shall not be affected by Executive’s incapacity due to physical or

Asyst CofC Executive Agreement

mental illness. In order for Executive to terminate his or her employment for Good Reason, and to be eligible to receive the rights, payments and benefits provided under subsections 3(a) and (b) , above, Executive must satisfy the following requirements:

           (a) Executive must deliver a Notice of Termination to Asyst, which written notice shall indicate the specific provision or provisions in the definition of Good Reason relied upon as a basis for termination and shall describe the specific facts and circumstances in sufficient detail to identify the specific act, omission, event or condition that constitutes Good Reason as the basis for such termination of Executive’s employment. Executive must deliver such Notice of Termination no later than 90 days of Executive’s initial determination of the existence of such specific act, omission, event or condition that constitutes Good Reason as the basis for such termination of Executive’s employment.

           (b) Upon receipt of such written notice, Asyst must have at least 30 days to correct, cure or remedy the event or condition that constitutes Good Reason and fail to do so in that period. If Asyst corrects, cures or remedies the Good Reason, Executive’s Notice of Termination shall be deemed withdrawn and Asyst shall not be required to provide or pay the rights, payments or benefits under subsections 3(a) and (b) , above.

           (c) Executive must not have consented to the event or condition that constitutes Good Reason. Executive’s continued employment shall not constitute consent to, or a waiver of rights by Executive with respect to, any act or omission constituting Good Reason as the basis for such termination of Executive’s employment.

           (d) Notwithstanding any other provision, in no event may Executive terminate his or her employment for Good Reason as of a Date of Termination that is more than two years following the initial existence of the specific event or condition that constitutes Good Reason.

Asyst CofC Executive Agreement

      5. TIMING AND DETERMINATION OF AMOUNT OF PAYMENT.

           (a) Generally, amounts to be paid to the Executive upon termination of employment under this Agreement other than amounts payable upon an Anticipatory Involuntary Termination, which shall be paid in accordance with the last sentence of this subsection 5(a) , shall be paid in a cash lump sum within 60 business days after the Date of Termination, except that (x) the payment of any equity awards may be made (in Asyst’s sole discretion) in shares and (y) in the event it is determined that the Executive is a “Specified Employee” as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code,” and such employee, a “Specified Employee”), any payment to be made under this Agreement that is “nonqualified deferred compensation” subject to Section 409A of the Code shall be delayed as provided in Section 16 , below. In the event of an Anticipatory Involuntary Termination, any payments that are Deferred Compensation Benefits (as hereinafter defined) shall be paid in a cash lump sum within 30 business days following the date of the Change in Control and only to the extent the Change in Control is a “change in control event” within the meaning of Section 409A; provided, however, that if Executive is a Specified Employee and the Delayed Payment Date (as hereinafter defined) is later than the date of the Change in Control, the payment of the Deferred Compensation Benefits shall be paid in a cash lump sum on the Delayed Payment Date. The payment of any amounts upon an Anticipatory Involuntary Termination that are not Deferred Compensation Benefits shall be paid within 60 days following the date of the Change in Control regardless of whether the Change in Control is a “change in control event” within the meaning of Section 409A.

Asyst CofC Executive Agreement

           (b) Determination of Amount of Payment.

               (i) for purposes any payments contemplated under Section 3(b)(i) through (iii), above, such payments shall be calculated on the basis of the Executive’s Annual Base Salary in-effect immediately before the Date of Termination, but unadjusted for any reduction then in-effect for Executive (whether with respect to Executive only or with respect to an across-the-board reduction similarly and proportionately affecting all senior executives of Asyst); and

               (ii) notwithstanding the foregoing subsection 5(b)(i) , in the event that any rights, compensation, payments or benefits received or to be received by Executive pursuant to this Agreement (“Payments”) would (x) constitute a “parachute payment” within the meaning of Section 280G of the Code and (y) but for subsection 5(a) , be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payments shall be reduced to the maximum amount that would result in no portion of the payments being subject to Excise Tax, but only if and to the extent that such a reduction would result in Executive’s receipt of Payments that are greater than the net amount that he would receive hereunder (after application of the Excise Tax) if no reduction were made.

           (c) Tax Reductions. The amount of required reduction, if any, shall be the smallest amount so that Executive’s net proceeds with respect to the Payments (after taking into account payment of any Excise Tax) shall be maximized, as determined by E