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Exhibit 10.8
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") is made and entered
into in
Chelmsford, Massachusetts by and between Brooks Automation, Inc., a
Delaware
corporation (the "Company") and Robert Woodbury, Jr. (the
"Executive"), as
of December 8, 2006.
RECITALS
1. The Company desires to continue to employ the Executive as
Senior Vice
President and Chief Financial Officer of the Company upon the terms
and
conditions set forth herein.
2. In consideration of the employment to be provided hereby as
provided
herein and the Indemnification Agreement attached hereto as Exhibit
A, the
Executive has entered into the Executive Invention,
Nondisclosure,
Non-Competition and Non-Solicitation Agreement attached hereto as
Exhibit B.
For and in consideration of the mutual promises, terms, provisions
and
conditions contained in this Agreement, the parties hereby agree as
follows:
1. Duties. The Company shall continue to employ Executive on an at
will basis as
Senior Vice President and Chief Financial Officer of the Company.
Executive
shall report to the Company's President and CEO. Executive shall
have such
reasonable and appropriate duties as may from time to time be
assigned by the
President & CEO, which duties shall include, without
limitation, responsibility
for the Company financials. Executive shall perform the duties of
such office as
are provided for in the bylaws of the Company subject to the
general supervision
and direction of the President & CEO and the Company's board of
directors (the
"Board of Directors").
2. At Will Employment. Subject to Section 6 and the termination
provisions
contained therein, the Executive's employment under this Agreement
shall be on
an at will basis (the actual period of Executive's employment with
the Company
is referred to herein as the "Employment Term").
3. Other Activities. Subject to the terms and conditions of the
Executive
Invention, Non-Disclosure, Non-Competition and Nonsolicitation
Agreement
attached hereto as Exhibit B, Executive may serve on corporate,
civic,
charitable boards or committees, fulfill speaking engagements,
teach at
educational institutions or manage personal investments; provided
that such
activities do not individually or in the aggregate interfere or
conflict with
the performance of his duties or obligations under this
Agreement.
4. Performance. During the Employment Term, Executive shall use his
business
judgment, skill and knowledge for the advancement of the Company's
interests and
to discharge his duties and responsibilities hereunder. Executive
shall perform
and discharge, faithfully, diligently and to the best of his
ability, his duties
and responsibilities hereunder. Subject to Section 3 hereof,
Executive shall
devote substantially all of his working time and efforts to the
business and
affairs of the Company.
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5. Compensation and Benefits.
5.1. Base Salary. As consideration for Executive's services
performed
during the Employment Term, the Company agrees to pay Executive a
base salary of
$305,000 per year (the "Base Salary") payable in accordance with
the normal
payroll practices of the Company for its executives and subject to
federal and
state tax withholding. The Base Salary shall be reviewed annually
by the
compensation committee of the Board of Directors (the "Compensation
Committee")
and adjusted as determined by the Compensation Committee (the Base
Salary as
adjusted from time to time shall be referred to as the "Current
Base Salary").
5.2. Annual Management Bonus. During the Employment Term, Executive
shall
be eligible to receive cash bonuses each year from the Company
determined by the
Chief Executive Officer of the Company (the "Chief Executive
Officer") and the
Compensation Committee (the "Annual Management Bonus"). The Annual
Management
Bonus shall be payable based upon performance criteria to be agreed
upon by
Executive and the Chief Executive Officer and approved by the
Compensation
Committee. The Annual Management Bonus may range from 0% to 150% of
70% of
Current Base Salary and shall be reviewed at least annually by the
Compensation
Committee. Any such Annual Management Bonuses paid to Executive
shall be in
addition to the Current Base Salary.
5.3. Benefits. During the Employment Term, Executive 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 except as any of
these may be
limited by law.
5.4. Business Expenses. Executive shall be entitled to receive
prompt
reimbursement during the Employment Term for all reasonable
employment-related
expenses incurred or paid by him in the performance of his
services, subject to
reasonable substantiation and documentation.
5.5. Corporate Opportunities. During the Employment Term, Executive
agrees
that he will first present to the Chief Executive Officer, or the
Board of
Directors, for acceptance or rejection on behalf of the Company,
any opportunity
to create or invest in any company which is or will be involved in
providing or
furnishing equipment, systems, components, products, software or
services to
customers in industries that the Company serves (including, without
limitation,
the semiconductor and flat panel display industries) which comes to
his
attention and in which he, or any affiliate, might desire to
participate. If the
Board of Directors, or the Chief Executive Officer, rejects the
same or fails to
act thereon in a reasonable time, Executive shall be free to invest
in,
participate or present such opportunity to any other person or
entity, subject
to the other terms of this Agreement.
6. Termination Events.
6.1. Death/Long-Term Disability. This Agreement shall terminate and
any and
all rights and obligations of the Company and Executive hereunder
shall cease
and be completely
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void except as specifically set forth in this Agreement, upon the
death or
Long-Term Disability (as defined below) of Executive.
6.1.1. Long-Term Disability. For purposes of this Agreement,
"LONG-TERM DISABILITY" shall mean any disability of Executive that
prevents
Executive from devoting to the business of the Company his best
efforts, skill
and attention, for a period of 180 consecutive days.
6.2. Termination by the Company. At the election of the Company,
this
Agreement shall terminate and any and all rights and obligations of
the Company
and Executive hereunder shall cease and be completely void except
as
specifically set forth in this Agreement, upon the earliest to
occur of the
following: (i) the termination of Executive by the Company with
Cause (as
defined below) under this Agreement and delivery of written notice
in accordance
with Sections 6, 7 and 13 or (ii) the termination of Executive by
the Company
without Cause upon delivery of written notice in accordance with
Sections 6, 7
and 13.
6.2.1. Cause. For purposes of this Agreement, "CAUSE" shall
include,
without limitation, the occurrence of any of the following events
during the
Employment Term:
(i) Executive'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 of the company or of any other party if disclosed to
the
Company under the condition that it be kept confidential; acts
prejudicial to the interest or reputation of the Company; or
falsification, concealment or distortion of management
information;
(iii) material misrepresentation in connection with the
Executive's
application for employment with the Company;
(iv) conduct by the Executive constituting an act of moral
turpitude,
or of physical violence while on duty;
(v) the Executive's willful failure or refusal to perform the
duties
on behalf of the Company which are consistent with the scope
and
nature of the Executive's responsibilities, or otherwise to
comply
with a lawful directive or policy of the Company, including
without
limitation, the Company's Standards of Conduct as then in effect
as
published on the Company's internal website;
(vi) any act of gross negligence, gross corporate waste or
disloyalty
by the Executive to the Company or the commission of any
intentional
tort by the Executive against the Company; or
(vii) material breach of this Agreement or the agreements
referenced
herein by the Executive.
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6.3. Termination by Executive. At the election of the Executive,
this
Agreement shall terminate and any and all rights and obligations of
the Company
or Executive hereunder shall cease and be completely void except as
specifically
set forth in this Agreement, upon the earliest to occur of the
following: (i)
the Executive's resignation for Good Reason (as defined below);
provided that
Executive shall have first provided the Company with written notice
in
accordance with Section 13 of the occurrence of such action he
believes
constitutes Good Reason and the Company shall have failed to remedy
such action
within thirty (30) days of its receipt of such notice; or (ii) the
Executive's
resignation without Good Reason upon delivery of written notice in
accordance
with Section 13.
6.3.1. Good Reason. For purposes of this Agreement, "Good
Reason"
shall mean, without Executive's express written consent, the
occurrence of any
one or more of the following events:
(i) a material breach of this Agreement by the Company;
(ii) a diminution of the Executive's responsibilities and
authority
described in Section 1 resulting in responsibilities and authority
in
any material respect inconsistent with the responsibilities and
authority of a senior officer of the Company, provided, however,
that
the parties may agree in writing to a waiver of this right by
the
Execut
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