Back to top

CONSULTING AGREEMENT

Consulting Services Agreement

CONSULTING AGREEMENT | Document Parties: BROOKS AUTOMATION INC You are currently viewing:
This Consulting Services Agreement involves

BROOKS AUTOMATION INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: CONSULTING AGREEMENT
Governing Law: Massachusetts     Date: 11/29/2007
Industry: Computer Hardware     Sector: Technology

CONSULTING AGREEMENT, Parties: brooks automation inc
50 of the Top 250 law firms use our Products every day
 
Exhibit 10.08
EXHIBIT A
CONSULTING AGREEMENT
     CONSULTING AGREEMENT, effective as of October 1, 2007, by and between BROOKS AUTOMATION, INC., 15 Elizabeth Drive, Chelmsford, Massachusetts 01824 (the “Company”) EDWARD C. GRADY, of 124 2 nd Street, Apt #3, Los Altos, CA 94022
WITNESSETH:
     WHEREAS, Consultant has been employed by the Company pursuant to a Second Amended and Restated Employment Agreement, effective September 1, 2006 (the “Employment Agreement”);
     WHEREAS, the Consultant and Company have executed an Indemnification Agreement (the “Indemnification Agreement”)’
     WHEREAS, the Consultant and Company have executed an Executive Invention, Nondisclosure, Noncompetition and Nonsolicitation Agreement (the “Noncompetition Agreement”);
     WHEREAS, the Employment Agreement provides that the parties would enter into a Consulting Agreement in certain circumstances in connection with the Employment Agreement; and
     WHEREAS, the Company and Consultant desire to enter into a Consulting Agreement (the “Consulting Agreement”) on the terms set forth herein.
     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein it is hereby agreed by and between the Company and Consultant as follows:
1. Consulting Term . The term of this Consulting Agreement shall be four years, unless earlier terminated in accordance herewith, commencing October 1, 2007 (the “Effective Date”) and ending September 30, 2011 (the “Term”).
2. Consulting Responsibilities . Consultant shall, if and to the extent requested by the Company’s Board of Directors, provide the Company’s Board of Directors and Chief Executive Officer with advice on strategic planning issues and assist them with the transitioning of management to a new executive team. Consultant shall be available for up to one hundred (100) hours per quarter to provide such consulting services as may be reasonably requested by the Board. If the Board does not request such services in any particular quarter, then the hours not utilized by the Company shall not carry over into any subsequent quarters. Consultant shall be permitted to perform the duties under this Section 2 in the geographic location of his choice. Consultant shall be considered for nomination to the Company’s Board of Directors each year of the Term (as defined below) by the Company’s Nominating and Governance Committee.
3. Remuneration .
     (a)  Fees . In consideration of Consultant entering into this Consulting Agreement, and of his agreeing to furnish services as Consultant hereunder, the Company shall pay to

 


 
Consultant an annual fee of One Hundred Thousand Dollars ($100,000). The annual fee shall be paid in monthly installments in accordance with the Company’s normal practices. The Consultant shall be an independent contractor and will be responsible for all self-employment taxes. Executive shall be eligible to receive additional fees as determined by the Compensation Committee in light of the services provided by the Consultant hereunder.
     (b)  Expenses . The Company shall reimburse Consultant for his reasonable out-of-pocket expenses incurred in connection with the furnishing of services hereunder and in accordance with the Company’s expense policies for independent contractors.
     (c)  Restricted Stock/Options . If this Consulting Agreement is terminated by the Company without cause as defined below, then notwithstanding anything herein or in the governing plan, stock or option agreement to the contrary, all stock options then held by the Consultant shall continue to vest in accordance with the vesting schedule therein, without regard to any continued employment or other relationship with the Company, and remain exercisable, for the remaining option term.
     (d)  Benefits . During the Term and to the extent permitted by the applicable plan, Consultant shall be eligible for participation in and shall receive all benefits available under the Brooks Automation, Inc. 401(k) Plan, and the Company’s welfare benefit plans, practices, policies and programs (including disability, salary continuance, group life, accidental death and travel accident insurance plans and programs) normally available to other senior executives. These benefits shall be in addition to the benefits required to be provided to the Executive pursuant to Section 15 of the Employment Agreement which shall survive independently from this consulting agreement. In addition, at the request of the Consultant, the Company will use its commercially reasonable efforts to implement an arrangement whereby the Consultant may continue to participate in the company Deferred Compensation Plan established 04/01/2005 and defer some or all of the remuneration he is due hereunder to the extent such an arrangement is available in compliance with applicable law, including Section 409A of the Internal Revenue Code.
4. Termination of Consulting . The Company or Consultant may terminate this Consulting Agreement by providing at least sixty (60) days written notice to the other in accordance with the notice requirements of Section 8(f) herein. If the Company (or any successor or assignee) terminates the Consulting Agreement without cause as defined below, then it shall continue to pay the fees and provide the benefits set forth in Sections 3(a), 3(b) and 3(c) above through the expiration of the Term but all other rights and obligations of the Company or Consultant shall cease and be completely void expect as specifically set forth in this Consulting Agreement. If this Consulting Agreement is terminated by the Company for cause or by the Consultant, then the Company shall have no further obligation hereunder. For purposes of this Section, “cause” shall mean the (i) Consultant’s conviction of, or the entry of a plea of guilty or nolo contendere to any misdemeanor involving moral turpitude or any felony; (ii) fraud, embezzlement, or similar act of dishonesty, unauthorized disclosure, attempted disclosure, use or attempted use of confidential information; acts prejudicial to the interest or reputation of the Company; or falsification, concealment or distortion of management information; (iii) conduct by the Consultant constituting an act of moral turpitude, or acts of physical violence while on duty; (iv) the Consultant’s willful failure or refusal to perform the duties on behalf of the Company which

-2-


 
are consistent with the scope and nature of the Consultant’s responsibilities, or otherwise to comply with a lawful directive or policy of the Company; (v) any act of gross negligence, gross corporate waste or disloyalty by the Consultant to the Company or the commission of any intentional tort by the Consultant against the Company; or (vi) material breach of this Agreement by the Consultant.
5. Public Statements . For so long as the Consultant is engaged by the Company under this Consulting Agreement, and at all times thereafter, the Consultant shall support the Company in public statements and in all dealings with third parties, and will refrain from making any derogatory or harmful statements with respect to the Company or taking any action that would reflect negatively on the Company or any of its officers, directors, employees, advisors, customers or other related or affiliated parties.
6. Release . Except for Consultant’s rights arising under any option agreements, restricted stock agreements, the Indemnification Agreement, the Noncompetition Agreement and this Consulting Agreement, Consultant specifically rel

 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more