AMENDMENT TO EMPLOYMENT
AGREEMENT
WHEREAS,
Robert J. Lepofsky (“Executive”) is a party to an
Employment Agreement dated September 30, 2007 (the
“Agreement”) with Brooks Automation, Inc. (the
“Company”); and
WHEREAS,
the parties wish to amend the terms of the Agreement, effective as
of January 1, 2009, to extend the employment term of the Executive,
add an additional measurement date for purposes of an equity award,
and make certain clarifying changes for purposes of Internal
Revenue Code Section 409A.
NOW,
THEREFORE, the Agreement is hereby amended as
follows:
1. The
reference to “September 30, 2009” in the first
sentence of Section 2 of the Agreement shall be deleted and it
shall be replaced by the date “December 31,
2010.”
2. The third
sentence of Section 5.3 of the Agreement shall be deleted and
it shall be replaced by the following language:
Vesting of the
Performance-Based Equity Award will be measured as of
September 30, 2008, as of September 30, 2009, and as of
the Executive’s Termination Date (as defined in
Section 6.4 of this Agreement) (each, a “ Measurement
Date ”).
3. Section 18
of the Agreement shall be deleted and it shall be replaced by the
following language:
18.1
Withholding . Except as expressly provided, under
Section 5.7 and Section 7.4, any payments provided for
hereunder shall be paid net of any applicable tax withholding
required under federal, state or local law.
18.2
Section 409A Requirements . Notwithstanding anything to
the contrary in this Agreement, the following provisions shall
apply to any payments and benefits otherwise payable to or
provided
