EXHIBIT 10.28
Robert J. Therrien
President and Chief Executive Officer
October 19, 1998
Ellen B. Richstone
67 Bullard Road
Weston, MA 02493
Dear Ellen:
This letter is to confirm our offer for you to join Brooks Automation as our
Vice President and Chief Financial Officer. The specifics of our offer are as
follows:
RESPONSIBILITIES. As Vice President and Chief Financial Officer, you will report
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directly to me and you will be in charge of all of the typical areas of
responsibilities of a CFO, including both the internal accounting, reporting and
control functions as well as the external reporting, treasury, banking and
investor relations functions. While you, I, and others (i.e. Michael Pippins and
Jim Pelusi) will jointly maintain a dialogue with the industry and security
analysts, I will be looking to you to take on a leadership role here--i.e.
helping to guide and schedule me as to which analysts and investor groups you
and I should be speaking with when. Additionally you will have straight line
reporting responsibility for Brooks' human resources, legal, information
technology (IMS), and tax analysis and reporting functions.
BASE AND BONUS COMPENSATION. Your cash compensation will include a base salary
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of $225,000 per year and you will be a participant in our annual executive bonus
program which during profitable years, you can attain 30% of your base salary.
In addition to this potential executive bonus, you will be guaranteed an annual
bonus of $10,000 per year.
CAR ALLOWANCE. We will provide you with a car allowance up to $15,000/year, all
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or any part of which you may apply to leased car payments and related insurance
and vehicle operating expenses, or alternatively you may receive this amount as
an annual cash payment (paid monthly) to be used as you desire.
STOCK OPTIONS. Effective your first day of employment, or at the first board
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meeting after your first day of employment, the company intends to grant you
60,000 options of Brooks common shares. These shares will vest over a four year
period in equal amounts, commencing with 25%, or 15,000 shares vesting one year
from your date of grant. In the event Brooks merges with, or is acquired by,
another firm, and such merger or sale results in either your loss of position or
a material change in your responsibilities, all of your shares will vest
immediately. While this option offer is subject to board approval and the
finalizing of our plan for the next round of options, these are the terms I
anticipate the board will approve.
BASIC BENEFITS. You will be eligible for Brooks standard benefit package
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including medical, dental, STD, LTD, AD&D and life insurance coverage. You will
be covered by our Key Man life insurance policy, which in general terms,
provides coverage of 200% of your annual salary. Also, effective 6 months after
your first day of employment, you will be eligible to participate in the
company's 401(k) plan to which the company will add 50% of your contribution up
to the first 3% of your own contribution. Additionally, you will be eligible to
participate in the Employee Stock Purchase Plan affording you a 15% discount,
effective January 1, 1999.
VACATION AND TIME OFF. You will be subject to our regular paid time off plan
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which allows a total of 15 days paid absence for vacation, sick leave and
personal days. This paid time off accrues at the rate of 10 hours per month
commencing with your first day of employment. Additionally, for this year, we
will pay you for time off during our planned down time the week of Thanksgiving
and for the approximately ten days you will be taking off in December.
TERMINATION COMPENSATION. In the event that your employment is terminated for
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reasons other than cause, upon termination you will receive one year of your
then current base salary, or a minimum of $250,000. Additionally during this one
year period, you will continue to receive the basic employee benefits described
above. For the purposes of this paragraph, the following acts or omissions by
you shall constitute "cause": (i) deliberate dishonesty significantly
detrimental to the best interests of the Company; (ii) conduct of the Employee
involving any immoral acts which could impair the reputation of the Employee or
the Company; (iii) willful disloyalty to the Company, repeated refusal or
failure of the Employee to obey the lawful directions of the Board of Directors
or officers of the Company, or substantial or continuing inattention to or
neglect of duties and responsibilities assigned to the Employee.
SIGNING BONUS. As a general inducement for you to come to Brooks, I am pleased
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to offer you a signing bonus of $40,000, payable within two weeks of your first
date of employment.
ACCEPTANCE OF THIS OFFER. If all of this is acceptable to you, I would
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appreciate your acknowledging your acceptance of this offer and its terms, by
countersigning and returning either the original, or a copy of this letter. This
offer is conditional upon the company's receiving your acceptance letter by
October 28, 1998 and your commencing employment on or before November 20, 1998.
Ellen, I am delighted we have reached an agreement and am looking forward with
great enthusiasm to your joining us later next month.
Sincerely, Agreed:
/s/ Robert J. Therrien /s/ Ellen B. Richstone
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Robert J. Therrien Ellen B. Richstone
President and Chief Executive Officer Date: 10-24-98