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TO
BROOKS AUTOMATION, INC.
DEFERRED COMPENSATION PLAN
WHEREAS, Brooks
Automation, Inc., a Delaware corporation (the
“Company”), maintains the Brooks Automation Inc.
Deferred Compensation Plan (the “Plan”), effective as
of June 20, 2006; and
WHEREAS, all
capitalized terms used herein have the meanings set forth in the
Plan unless otherwise indicated in this amendment; and
WHEREAS, the
Company desires to amend the Plan to allow participation by members
of its Board of Directors; and
WHEREAS, the
Company is empowered to amend the Plan pursuant to
Section Article 10.2 of the Plan.
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.
NOW, THEREFORE,
the Company hereby amends the Plan, effective as of July 1,
2008 (the “Effective Date”), as follows:
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Section 2.1 shall be replaced
in its entirety with the following language:
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Selection by
Administrator . Eligibility for the Plan shall be
limited to Directors and to a select group of management or highly
compensated Employees who are selected by the Administra
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