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Exhibit 10.23
BROOKS AUTOMATION, INC.
RESTRICTED STOCK AGREEMENT
AGREEMENT made this _____________ between Brooks Automation, Inc.,
a
Delaware corporation (the "Company"), and _____________ (the
"Employee").
WITNESSETH:
WHEREAS, as an inducement for the Employee to assist the Company to
achieve
long-range performance goals and to enable the Employee to
participate in the
long-term growth of the Company, the Company desires to grant to
the Employee
______ shares (the "Shares") of the Company's common stock, $.01
par value per
share (the "Common Stock"), pursuant to the Company's Amended and
Restated 2000
Equity Incentive Plan (the "Plan") and subject to the terms and
conditions set
forth herein;
NOW, THEREFORE, for good and valuable consideration, receipt
and
sufficiency of which are hereby acknowledged, the parties hereto
agree as
follows:
ARTICLE 1 - ACQUISITION OF SHARES
1.1 Award of Shares. The Company has granted the Shares to the
Employee,
and the Employee hereby accepts the Shares, subject to the terms
and conditions
of the Plan and this Agreement. In the event of an inconsistency
between this
Agreement and the Plan, which is incorporated herein by reference,
the Plan will
control. All capitalized terms not defined in this Agreement have
the meaning
specified in the Plan.
1.2 Record ownership; custody of certificates, etc.
(a) In accordance with the Plan and Section 158 of the Delaware
General Corporation Law, the Shares shall be evidenced in the books
of the
Company as owned by the Employee. The Shares shall be held in
uncertificated
form except as the Company otherwise determines. If at any time the
Shares are
represented by certificates or other evidence of ownership, the
Company may
retain custody of such certificates or other evidence of ownership
until such
time as the Shares are either forfeited to the Company or cease to
be subject to
the risk of forfeiture and transfer restrictions described herein
and in the
Plan. Notwithstanding the foregoing, except as set forth herein or
in the Plan
the Employee shall have the rights of an owner of the Shares,
including the
right to vote the shares and the right to dividends or other
distributions.
(b) Upon the lapsing of the restrictions described herein with
respect
to the Shares, the Company shall take such steps as it determines
to be
necessary or appropriate to transfer certificates or other evidence
of ownership
to the Employee, including, if so determined by the Company, to a
brokerage
account held by or for the benefit of the Employee.
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1.3 Employee Representations. The Employee represents, warrants
and
covenants as follows:
(a) The Employee has received and reviewed the Plan and the
Prospectus
related to the Plan, including the documents incorporated therein
by reference.
(b) The Employee understands that (i) the Federal income tax
consequences to the Employee of the transfer of the Shares to the
Employee will
vary depending upon whether the Employee makes an election under
Section 83(b)
of the Internal Revenue Code of 1986, as amended (the "Code"), (ii)
the Company
is not providing the Employee with any advice as to whether to make
such
election, (iii) the Employee has been advised to seek the counsel
of his or her
own tax advisor as to whether, and if so where and how to make such
election,
(iv) such election, if made, must be filed with the Internal
Revenue Service
within 30 days of the date of this Agreement, and (v) the Employee
must notify
the Company upon making such election.
(c) The Employee understands, agrees and acknowledges that the
Shares
are subject to restrictions on transfer and may be forfeited if the
conditions
of this Agreement are not satisfied. The Employee also understands,
agrees and
acknowledges that if the Shares are ever certificated the Company
may, at its
election and in its sole discretion, require that the certificates
have affixed
thereto a legend in substantially the following form:
"The shares of stock represented by this certificate are subject
to
restrictions on transfer and a risk of forfeiture set forth in a
certain
Restricted Stock Agreement between the corporation and the
registered owner
of this certificate (or his or her predecessor in interest). Such
Agreement
is available for inspection without charge at the principal
executive
offices of the corporation."
ARTICLE 2 - FORFEITURE
2.1 Vesting and Forfeiture. For purposes of this Agreement,
employment with
the Company shall include employment with a consolidated subsidiary
of the
Company. The Shares shall vest as follows unless earlier forfeited
in accordance
with this Section 2.1:
(a) Unless earlier vested or forfeited, the Shares shall vest: (i)
as
to fifty (50%) percent of the Shares, on ___________, 200x [two
years from
date of grant]; (ii) as to an additional twenty-five (25%) of the
Shares,
on ____________, 200x [three years from date of grant]; and (iii)
as to the
final twenty-five (25%) of the Shares, on ___________, 20xx [four
years
from date of grant].
(b) If there is a Qualifying Termination of the Employee's
employment
with the Company and its subsidiaries that occurs either before a
Change in
Control or more than one year following a Change in Control, then
in
addition to any Shares previously vested under Section 2.1(a)
above, a
number of Shares equal to the relevant Earned Fraction shall be
treated as
having vested immediately prior to the Qualifying Termination.
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(c) If there is a Qualifying Termination of the Employee's
employment
with the Company and its subsidiaries that occurs within the
one-year
period following a Change in Control, any Shares that were unvested
but
outstanding immediately prior to the Qualifying Termination shall
be
treated as having vested immediately prior to the Qualifying
Termination.
For purposes of this Section 2.1:
(A) "Cause" means (i) the Employee's willful failure to perform,
or
serious negligence in the performance of, the Employee's duties
and
responsibilities for the Company or any of its subsidiaries that
remains
uncured, or continues, beyond the fifteenth (15th) day following
the date
on which the Company gives the Employee notice specifying in
reasonable
detail the nature of the failure or negligence; (ii) fraud,
embezzlement or
other dishonesty with respect to the Company or any of its
subsidiaries or
customers; (iii) conviction of, or a plea of guilty or nolo
contendere with
respect to, a felony or to any crime (whether or not a felony)
that
involves moral turpitude; or (iv) breach of fiduciary duty or
violation of
any covenant of confidentiality, assignment of rights to
intellectual
property, non-competition or non-solicitation of customers or
employees;
provided, that if at the time of termination of employment the
Employee is
party to an employment agreement or similar agreement with the
Company or
any of its subsidiaries that includes a definition of "Cause",
the
definition contained in such employment agreement or similar
agreement
shall apply for purposes of this Section 2.1 in lieu of the
definition set
forth above in this clause (A).
(B) "Qualifying Termination" means a termination by the Company or
by
a subsidiary of the Company of the Employee's employment with the
Company
and its subsidiaries, other than a termination for Cause.
(C) "Earned Fraction" means:
(I) for a Qualifying Termination occurring before __________,
200x, the number of unvested Shares outstanding immediately prior
to
the Qualifying Termination that would have vested on ___________,
200x
had the Employee continued in the employ of the Company and its
subsidiaries, multiplied by a fraction, the numerator of which is
the
number of days elapsed between ____________, 200x and the date of
the
Qualifying Termination, and the denominator of which is seven
hundred
thirty (730); and
(II) for a Qualifying Termination occurring after _________,
200x
but before __________, 200x, the number of unvested Shares
outstanding
immediately prior to the Qualifying Termination that would have
vested
on _____________, 200x had the Employee continued in the employ of
the
Company and its subsidiaries, multiplied by a fraction, the
numerator
of which is the number of days elapsed between ___________, 200x
and
the date of the Qualifying Termination, and the denominator of
which
is three hundred sixty five (365); and
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(III) for a Qualifying Termination occurring after ___________,
200x but before ___________, 20xx, the number of unvested
Shares
outstanding immediately prior to the
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