AMENDED AND RESTATED 2000
EQUITY INCENTIVE PLAN
(formerly known as the 2000 Combination Stock Option
Plan)
Restated as of May 6, 2008
The purpose of the
Brooks Automation, Inc. Amended and Restated 2000 Equity Incentive
Plan (the “Plan”) is to attract and retain key
employees, independent directors, consultants and advisors. The
Plan provides an incentive for these Participants to assist Brooks
Automation, Inc. (the “Company”) to achieve long-range
performance goals, and to enable them to participate in the
long-term growth of the Company.
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(a)
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“Affiliate” means any
corporation or other entity that stands in a relationship to the
Company that would result in the Company and such corporation or
other entity being treated as one employer under Section 414(b) or
Section 414(c) of the Code, except that in determining eligibility
for the grant of a Stock Option or SAR by reason of service for an
Affiliate, Sections 414(b) and 414(c) of the Code shall be applied
by substituting “at least 50%” for “at least
80%” under Section 1563(a)(1), (2) and (3) of
the Code and Treas. Regs. § 1.414(c)-2; provided, that to the
extent permitted under Section 409A, “at least
20%” shall be used in lieu of “at least 50%”; and
further provided, that the lower ownership threshold described in
this definition (50% or 20% as the case may be) shall apply only if
the same definition of affiliation is used consistently with
respect to all compensatory stock options or stock awards (whether
under the Plan or another plan). The Company may at any time by
amendment provide that different ownership thresholds (consistent
with Section 409A of the Code) apply. Notwithstanding the
foregoing provisions of this definition, except as otherwise
determined by the Committee a corporation or other entity shall be
treated as an Affiliate only if its employees would be treated as
employees of the Company for purposes of the rules promulgated
under the Securities Act of 1933, as amended, with respect to the
use of Form S-8.
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(b)
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“Award” means any
Option, Stock Appreciation Right, Performance or Award Share, or
Restricted Stock awarded under the Plan.
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(c)
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“Board” means the Board
of Directors of the Company.
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(d)
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“Code” means the
Internal Revenue Code of 1986, as amended from time to
time.
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(e)
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“Committee” means the
Compensation Committee of the Board, or such other Committee of not
less than two independent members of the Board appointed by the
Board to administer the Plan. If at any time the Compensation
Committee consists of members, one or more of whom do not qualify
as independent, non-employee or outside directors (for purposes of
applicable stock exchange rules, the requirements of
Rule 16b-3 promulgated under the Exchange Act, and the
requirements of Section 162(m) of the Code), it shall act in
respect of the Plan through a subcommittee of two or more members,
all of whom so qualify, and all references herein to the Committee
shall be deemed to refer to such subcommittee.
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(f)
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“Common Stock” or
“Stock” means the Common Stock, par value $.01 per
share, of the Company.
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(g)
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“Company” means Brooks
Automation, Inc.
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(h)
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“Covered Transaction”
means any of (i) a consolidation, merger, or similar
transaction or series of related transactions, including a sale or
other disposition of stock, in which the Company is not the
surviving corporation or which results in the acquisition of all or
substantially all of the Company’s then outstanding common
stock by a single person or entity or by a group of persons and/or
entities acting in concert, (ii) a sale or transfer of all or
substantially all the Company’s assets, or (iii) a
dissolution or liquidation of the Company. Where a Covered
Transaction involves a tender offer that is reasonably expected to
be followed by a merger described in clause (i) (as determined by
the Committee), the Covered Transaction shall be deemed to have
occurred upon consummation of the tender offer.
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(i)
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“Designated Beneficiary”
means the beneficiary designated by a Participant, in a manner
determined by the Committee, to receive amounts due or exercise
rights of the Participant in the event of the Participant’s
death. In the absence of an effective designation by a Participant,
Designated Beneficiary shall mean the Participant’s
estate.
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(j)
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“Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time, or
any successor statue.
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(k)
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“Fair Market Value”
means, (i) the closing sales price, if any, on a national
securities exchange or automated quotation system on the date as of
which Fair Market Value is being determined or, if none, shall be
the closing sales price on the nearest trading date before that
date; and (ii) if the Common Stock is then traded on an
exchange or system which does not have sale price reporting, the
mean between the average of the “Bid” and the average
of the “Ask” prices, if any, as reported for the date
as of which Fair Market Value is being determined. Fair Market
Value shall be determined in a manner consistent with the
requirements under Section 409A of the Code.
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(l)
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“Incentive Stock Option”
means an option to purchase shares of Common Stock awarded to a
Participant under Section 6 which is intended to meet the
requirements of Section 422 of the Code or any successor
provision.
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(m)
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“Non-Qualified Stock
Option” means an option to purchase shares of Common Stock,
awarded to a Participant under Section 6, which does not meet
the requirements of Section 422 of the Code or any successor
provision. Each option granted under the Plan shall be deemed to
be, by its terms, a Non-Qualified Stock Option unless it is
expressly designated as an Incentive Stock Option.
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(n)
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“Option” means a
Nonqualified Stock Option or Incentive Stock Option.
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(o)
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“Participant” means a
person eligible pursuant to Section 3 hereof and selected by
the Committee to receive an Award under the Plan.
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(p)
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“Performance Cycle” or
“Cycle” means the period of time selected by the
Committee during which performance is measured for the purpose of
determining the extent to which a Performance Award has been
earned.
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(q)
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“Performance Award”
means an Award awarded to a Participant under Section 8 that
is subject to one or more specified performance conditions, other
than the mere passage of time, the satisfaction of which is a
condition for the grant, exercisability, vesting or full enjoyment
of an Award. The term “specified performance condition”
means, in the case of Performance Awards
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other than
Options or SARs, an objectively determinable measure of performance
relating to any or any combination of the following (measured
either absolutely or by reference to an index or indices and
determined either on a combined basis or, as the context permits,
on a divisional, subsidiary, line of business, project or
geographical basis or in combinations thereof): sales; revenues;
assets; expenses; earnings before or after deduction for all or any
portion of interest, taxes, depreciation or amortization, whether
or not on a continuing operations or an aggregate or per share
basis; return on equity, investment, capital or assets; one or more
operating ratios; borrowing levels, leverage ratios or credit
rating; market share; capital expenditures; cash flow; stock price;
stockholder return; sales of particular products or services;
customer acquisition or retention; acquisitions and divestitures
(in whole or in part); joint ventures and strategic alliances;
spin-offs, split-ups and the like; reorganizations; or
recapitalizations, restructurings, financings (issuances of debt or
equity) or refinancings. Such criteria and any targets with respect
thereto determined by the Committee need not be based on an
increase, a positive or improved result or avoidance of loss. To
the extent consistent with the requirements for satisfying the
performance-based compensation exception under Section 162(m),
the Committee may provide in the case of any Award intended to
qualify for such exception that one or more of the criteria
applicable to such Award will be adjusted in an objectively
determinable manner to reflect events (for example, but without
limitation, acquisitions or dispositions) occurring during the
performance period that affect the applicable criteria.
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(r)
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“Permanent Disability”
has the meaning specified in Section 22(e)(3) of the
Code.
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(s)
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“Restricted Period”
means the period of time selected by the Committee during which a
share of Restricted Stock may be forfeited to the
Company.
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(t)
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“Restricted Stock” means
shares of Common Stock subject to forfeiture, awarded to a
Participant under Section 9.
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(u)
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“Stock Appreciation
Right” or “SAR” means a right to receive any
excess in value of shares of Common Stock over the exercise price,
awarded to a Participant under Section 7.
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(v)
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“Stock Unit” means an
award of Common Stock and/or other rights granted as units that are
valued in whole or in part by reference to, or otherwise based on,
the value of Common Stock, awarded to a Participant under
Section 10.
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All key employees,
independent directors, consultants and advisors of the Company or
any Affiliate capable of contributing significantly to the
successful performance of the Company, other than a person who has
irrevocably elected not to be eligible, are eligible to be selected
by the Committee to be Participants in the Plan.
Section 4. Stock Available for
Awards
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(a)
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Subject to adjustment under
subsection (b), Awards may be made under the Plan to acquire not in
excess of 9,000,000 shares of Company Common Stock. Subject to
adjustment under subsection (b), the maximum aggregate number of
shares of the Company’s Common Stock for which option grants
may be made to any person during any fiscal year shall be 500,000
shares and the maximum aggregate number of shares of the
Company’s Common Stock for which
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other awards
may be made to any one person during any fiscal year shall be
250,000 shares; provided, however, that up to an additional 100,000
shares of Common Stock may be granted as other awards during any
fiscal year to the Chief Executive Officer of the Company as an
inducement to become employed (or reemployed) by the Company. If
any Award in respect of shares of Common Stock expires or is
terminated unexercised or is forfeited for any reason or settled in
a manner that results in fewer shares outstanding than were
initially awarded, including without limitation the surrender of
shares in payment for the Award or any tax obligation thereon, the
shares subject to such Award or so surrendered, as the case may be,
to the extent of such expiration, termination, forfeiture or
decrease, shall again be available for award under the Plan. Shares
issued under the Plan may consist in whole or in part of authorized
but unissued shares or treasury shares. No Incentive Stock Option
may be issued after the following dates: (x) January 6, 2010
with respect to the 1,000,000 shares of the Company’s Common
Stock authorized for issuance hereunder approved by the
stockholders of the Company on February 24, 2000; (y)
December 13, 2011 with respect to the additional 5,000,000
shares of the Company’s Common Stock authorized for issuance
hereunder approved by the stockholders of the Company on
May 13, 2002, and (z) January 25, 2016 with respect
to the additional 3,000,000 shares of the Company’s Common
Stock authorized for issuance hereunder approved by the
stockholders of the Company on March 7, 2006.
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(b)
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In
the event that the Committee determines that any stock dividend,
recapitalization, reorganization, merger, consolidation, or other
similar transaction affects the Common Stock such that an
adjustment is required in order to preserve the benefits or
potential benefits intended to be made available under the Plan,
then the Committee shall equitably adjust any or all of
(i) the number and kind of shares in respect of which Awards
may be made under the Plan, (ii) the number and kind of shares
subject to outstanding Awards, and (iii) the award, exercise
or conversion price with respect to any of the foregoing, and if
considered by the Committee to be appropriate, the Committee may
make provision for a cash payment with respect to an outstanding
Award, provided that the number of shares subject to any Award
shall always be a whole number.
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Section 5.
Administration
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(a)
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The
Plan shall be administered by the Committee. Except where the full
Board of Directors serves as the Committee, the Committee shall
serve at the pleasure of the Board, which may from time to time
appoint additional members of the Committee, remove members and
appoint new members in substitution for those previously appointed,
and fill vacancies however caused. A majority of the Committee
shall constitute a quorum and the acts of a majority of the members
present at any meeting at which a quorum is present shall be deemed
the action of the Committee. To the extent permitted by applicable
law, the Committee may delegate (i) to one or more if its
members such of its duties, powers and responsibilities as it may
determine; (ii) to one or more officers of the Company the
power to grant rights or options to the extent permitted by Section
157(c) of the General Corporation Law of the State of Delaware;
(iii) to one or more officers of the Company the authority to
allocate other Awards among such persons (other than officers of
the Company) eligible to receive Awards under the Plan as such
delegated officer or officers determine consistent with such
delegation, provided, that with respect to any delegation described
in this clause (iii), the Committee (or a properly delegated member
or members of the Committee) shall have authorized the issuance of
a specified number of shares of stock under such Awards and shall
have specified the consideration, if any, to be paid therefor; and
(iv) to such employees or other persons as it determines such
ministerial tasks as it deems appropriate. In the event of any
delegation described in the preceding sentence, the term
“Committee” shall include the person or persons so
delegated to the extent of such delegation.
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(b)
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Subject to the express provisions of
this Plan and provided that all actions taken shall be consistent
with the purposes of the Plan, the Committee shall have full and
complete authority and the sole discretion to: (i) determine
those persons
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