Asyst Technologies, Inc. Executive Deferred Compensation Plan Amended and Restated November 6, 2008

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1.1

“Account Balance” shall mean, with respect to a Participant, a credit on the records of the Company equal to the sum of (i) the Retirement Account balance and (ii) the In Service Account balance. Base Salary deferrals, Bonus deferrals and Commission, plus investment return as outlined in Section 3.6, shall be directed to the Retirement Account and In Service Account as indicated on each Class Year’s Election Form. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her Beneficiary, pursuant to the Plan.

1.2

“Affiliated Group” means (i) the Company and (ii) all entities with which the Company would be considered a single employer under Code Sections 414(b) and 414(c), provided that in applying Code Sections 1563(a)(1), (2) and (3) for purposes of determining whether a controlled group of corporations exists under Code Section 414(b), the language “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Code Sections 1563(a)(1), (2) and (3), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining whether trades or businesses (whether or not incorporated) are under common control for purposes of Code Section 414(c), the language “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Treasury Regulation Section 1.414(c)-2. The term “Affiliated Group” shall be

interpreted in a manner consistent with the definition of “service recipient” contained in Code Section 409A.

1.3

“Annual Installment Method” shall be an annual installment payment over the number of years selected by the Participant in accordance with the Plan, calculated as follows: (i) for the first annual installment, the vested Account Balance of the Participant shall be calculated as of the date of payment in accordance with Article V, and (ii) for remaining annual installments, the vested Account Balance of the Participant shall be calculated on every applicable anniversary of the first annual installment. Each annual installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due the Participant. By way of example, if the Participant elects a ten (10) year Annual Installment Method, the first payment shall be 1/10 of the vested Account Balance, calculated as described in this definition. The following year, the payment shall be 1/9 of the vested Account Balance, calculated as described in this definition.

For purposes of Section 409A an annual installment payment shall be considered a “single payment” as defined in IRS regulation 1.409A-2(b)(2)(iii).

1.4

“Base Salary” shall mean the annual base rate of cash compensation plus any bonus which does not qualify as “performance based compensation” under IRS regulation 1.409A-1(e)(1) payable by the Affiliated Group during a calendar year, excluding commissions, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, fees, automobile and other allowances, and prior to reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of the Affiliated Group under Code Section 125, 402(e)(3), 402(h), or 403(b). Base Salary payable after the last day of a calendar year solely for services performed during the final payroll period described in Code Section 3401(b) containing December 31 of such year shall be treated as earned during the subsequent calendar year.

1.5

“Beneficiary” shall mean the person or persons, designated in accordance with Article 6, that are entitled to receive benefits under the Plan upon the death of a Participant.

1.6

“Beneficiary Designation Form” shall mean the form established from time to time by the Board that a Participant completes, signs and returns to the Board to designate one or more Beneficiaries.

1.7

“Board” shall mean the board of directors of the Company or a committee appointed by the Board to administer the Plan.

1.8

“Bonus” shall mean (i) any compensation relating to services performed during any fiscal year running from April 1 to March 31 payable to a Participant as an Employee under the Company’s written bonus or cash compensation incentive plans, excluding stock options and restricted stock and (ii) which qualifies as “performance-based compensation” under IRS regulation 1.409A-1(e)(1).

1.9

“Change in Control” shall mean the occurrence of a “change in the ownership,” a “change in the effective control,” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Code Section 409A.

1.10

“Class Year” shall mean the designation of the Account Balance by year in which the Deferral Amounts are received by the Plan.

1.11

“Code” shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.12

“Company” shall mean Asyst Technologies, Inc. and any successor to all or substantially all of the Company’s assets or business.

1.13

“Company Contribution Account” shall mean (i) the sum of the Participant’s Annual Company Contribution Amounts, plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan that relate to the Participant’s Company Contribution Account, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to the Plan that relate to the Participant’s Company Contribution Account.

1.14

“Company Contribution Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.3. All Company Contribution Amounts shall be deposited into the appropriate Class Year’s Retirement Account.

1.15

“Commissions” shall mean any payment under a sales incentive plan.

1.16

“Death Benefit” shall mean the benefit set forth in Sections 5.3 and 5.4

1.17

“Deferral Amount” shall mean that portion of a Participant’s Base Salary and Bonus that a Participant elects to have, and is deferred, in accordance with Article 3, for any one Plan Year. In the event of a Participant’s Disability, death or a Termination of Employment prior to the end of a Plan Year, such year’s Deferral Amount shall be the actual amount withheld prior to such event.

1.18

“Deferral Election” shall mean a Participant’s election on an Election Form to defer a portion of his Base Salary, Bonus or Commission, in accordance with the provisions of Article 3.

1.19

“Disability” shall mean the occurrence of circumstances under which a Participant meets one of the following requirements (a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months,

receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant’s employer.

1.20

“Disability Benefit” shall mean the benefit set forth in Section 5.5.

1.21

“Election Form” shall mean the form established from time to time by the Board that a Participant completes, signs and returns to the Board to make a Deferral Election under the Plan.

1.22

“Employee” shall mean a person who is an employee of the Company.

1.23

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.24

“In-Service Account” shall mean (i) the sum of that portion of a Participant’s Deferral Amount that a Participant elects to have distributed while in service of the Company in accordance with Article 4, plus (ii) amounts credited in accordance with all the applicable crediting provisions of the Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to the Plan that relate to his or her In-Service Account.

1.25

“In-Service Benefit” shall mean the benefit set forth in Section 4.1

1.26

“Participant” shall mean any Employee (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs an Election Form and a Beneficiary Designation Form, (iv) whose signed Election Form and Beneficiary Designation Form are accepted by the Board, (v) who commences participation in the Plan, and (vi) whose participation in the Plan has not terminated. A spouse or former spouse of a Participant shall not be treated as a Participant in the Plan or have an account balance under the Plan, even if he or she has an interest in the Participant’s benefits under the Plan as a result of applicable law or property settlements resulting from legal separation or divorce.

1.27

“Plan” shall mean the Asyst Technologies, Inc. Executive Deferred Compensation Plan, as amended from time to time.

1.28

“Plan Year” shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.

1.29

“Retirement”, “Retire(s)” or “Retired” shall mean, with respect to an Employee, severance from employment from the Company for any reason other than a leave of absence, death or Disability on or after the attainment of age sixty (60) or, if earlier, age fifty-five and 5 Years of Service.

1.30

“Retirement Account” shall mean (i) that portion of a Participant’s Deferral Amount that a Participant elects to have distributed upon termination in accordance with Article 5, plus

(ii) amounts credited in accordance with all the applicable crediting provisions of the Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to the Plan that relate to his or her Retirement Account.

1.31

“Retirement Benefit” shall mean the benefit set forth in Section 5.1.

1.32

“Termination Benefit” shall mean the benefit set forth in Section 5.2.

1.33

“Termination of Employment” shall mean a termination of employment with the Affiliated Group in such a manner as to constitute a “separation from service” as defined under Code Section 409A, voluntarily or involuntarily, for any reason other than Disability, or death. For this purpose, the employment relationship is treated as continuing while a Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months or, if longer, so long as the individual retains a right to reemployment with the Affiliated Group under an applicable statute or by contract. A leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Affiliated Group. If the period of leave exceeds six months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first day immediately following such six-month period. A Termination of Employment will occur if there is a reasonable expectation that the level of services by the Participant for the Affiliated Group will permanently decrease to 20% or less of the average level of services during the previous 36 months (or, if shorter, the actual period of services).

1.34

“Trust” shall mean one or more rabbi trusts established by the Company in accordance with Article 12 of the Plan as amended from time to time.

1.35

“Unforeseeable Emergency” shall mean a severe financial hardship to the Participant resulting from (i) an illness or accident of the Participant or Beneficiary or his spouse or dependent (as defined in Code Section 152(a) without regard to Code Sections 152(b)(1), 152(b)(2), and 152(d)(1)(B)), (ii) loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to the home not otherwise covered by insurance), or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The term “Unforeseeable Emergency” shall be interpreted in a manner consistent with the definition of “unforeseeable emergency” contained in Code Section 409A.

1.36

“Year of Service” shall mean the completion of twelve consecutive months of service.

2.1

Selection by Board . Participation in the Plan shall be limited to those Employees who are determined by the Board to be a member of a select group of management or highly compensated employees and who is designated by the Board to be an eligible Employee.

2.2

Enrollment Requirements . As a condition to participation, each selected Employee shall complete, execute and return to the Board an Election Form and a Beneficiary Designation Form, all within 30 days (or such shorter time as the Board may determine) after he or she is selected to participate in the Plan. In addition, the Board shall establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary.

2.3

Eligibility; Commencement of Participation . Provided an Employee selected to participate in the Plan has met all enrollment requirements set forth in the Plan and required by the Board, including returning all required documents to the Board within thirty (30) days (or such shorter time as the Board may determine) after he or she is selected to participate in the Plan, that Employee shall commence participation in the Plan on the first day of the pay period following the date on which the Employee completes 30 calendar days of employment and all enrollment requirements. If an Employee fails to meet all such requirements within the period required, that Employee shall not be eligible to participate in the Plan until the first day of the Plan Year following the delivery to and acceptance by the Board of the required documents.

2.4

Termination of Deferrals . If the Board determines in good faith that a Participant no longer qualifies as a member of a select group of management or highly compensated employees, as membership in such group is determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, the Participant’s entitlement to defer Base Salary and Bonus shall cease with respect to calendar years following the calendar year in which such determination is made, although the Participant shall remain subject to all terms and conditions of the Plan for as long as he remains a Participant.

3.1

Elections to Defer Base Salary, Bonus or Commission .

(i)

New Participant . In connection with a Participant’s commencement of participation in the Plan, a Participant may elect to defer Base Salary, Bonus or Commissions, by filing with the Board an Election Form that conforms to the requirements of Article 2 within the time period specified in Section 2.3, and the Deferral Election shall become irrevocable at the end of such time period. The Deferral Election shall apply only to Base Salary

earned during the first Plan Year beginning with the first payroll period that begins immediately after the date the Participant has completed and returned a complete and signed Election Form. The Deferral Election shall apply only to that portion of the Bonus earned after the Deferral Election becomes irrevocable. The Deferral Election shall apply only to Commissions actually paid during the first Plan Year beginning with the first payroll period that begins immediately after the date the Participant has completed and returned a complete and signed Election Form. If a Participant does not make a deferral election with respect to the first Plan Year with respect to which the Participant is eligible to participate in the Plan, the Participant may elect to defer Base Salary, Bonus or Commissions for any subsequent Plan Year by filing with the Board an Election Form that conforms with the requirements of Article 2 before the start of that Plan Year.

(ii)

Annual Deferral Election . Unless Section 3.1(a)(i) applies, each Participant may elect to defer Base Salary, Bonus or Commissions for a Plan Year by filing a Deferral Election with the Board within the timeframes specified by the Board for the Plan Year for which such Base Salary or Bonus is earned and Commissions are paid. However, the Deferral Election with respect to Base Salary becomes irrevocable as of such December 31 preceding the Plan Year for which such Base Salary is earned, with respect to a Bonus that qualifies as “Performance Based Compensation” as defined in IRS regulation 1.409A-1(e) becomes irrevocable as of the date six months prior to the end of the performance period or such earlier dates as specified by the Board and with respect to Commissions becomes irrevocable as of such December 31 preceding the Plan Year for which such Commission is actually paid.

Election Form for any subsequent Plan Year the deferral election for that subsequent Plan Year will be deemed to be zero.

(d)

Class Year Elections: Each Plan Year’s Deferral Election will be maintained in separate and distinct accounts by Retirement Account and In Service Account and by calendar year in which the contribution is received. Unique distribution elections apply to each Class Year.

Years of Service

Vested Percentage

0

%

20

%

40

%

60

%

80

%

100

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Notwithstanding the above schedule, a Participant will become 100% vested in the Company Contribution Amount, plus investment return outlined in Section 3.6, upon death, Disability or Retirement.

3.5

In-Service Accounts and Retirement Accounts . The Company shall establish an In-Service Account and a Retirement Account for each Participant