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Exhibit 99.04
BROOKS AUTOMATION, INC.
1998 EMPLOYEE EQUITY INCENTIVE PLAN
Section 1. Name and Purpose
This plan shall be known as the Brooks Automation, Inc. 1998 Employee
Equity Incentive Plan (the "Plan"). The purpose of the Plan is to attract and
retain employees and provide an incentive for them 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.
Section 2. Definitions
(a) "Award" means any Option awarded under the Plan.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
(d) "Committee" means the Stock Option Committee of the Board, or such
other committee of not less than three members of the Board appointed
by the Board to administer the Plan.
(e) "Common Stock" or "Stock" means the Common Stock, par value $.01 per
share, of the Company.
(f) "Company" means Brooks Automation, Inc. and any business entity in
which Brooks Automation, Inc. owns directly or indirectly 50% or more
of the total combined voting power or has a significant financial
interest as determined by the Committee.
(g) "Designated Beneficiary" means the beneficiary designated by a
Participant, in a manner determined by the Board, 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.
(h) "Fair Market Value" means, with respect to Common Stock or any other
property, the fair market value of such property as determined by the
Board in good faith or in the manner established by the Board from time
to time.
(i) "Nonqualified Stock Option" means an option to purchase shares of
Common Stock, awarded to a Participant under Section 6, which is not
intended to comply as an incentive stock option under Section 422 of
the Code or any successor provision.
(j) "Option" means a Nonqualified Stock Option.
(k) "Participant" means a person eligible pursuant to Section 4 hereof and
selected by the Board to receive an Award under the Plan.
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Section 3. Administration
The Plan shall be administered by the Committee. The Board shall have
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing the operation of the Plan as it shall from time to time
consider advisable, and to interpret the provisions of the Plan. The Board's
decisions shall be final and binding. To the extent permitted by applicable law,
the Board may delegate to the Committee the power to make Awards to Participants
and all determinations under the Plan with respect thereto.
Section 4. Eligibility
All employees of the Company, other than officers and directors of the
Company, are eligible to be Participants in the Plan.
Section 5. Stock Available for Awards
(a) Subject to adjustment under subsection (b), Awards may be made under
the Plan of Options to acquire not in excess of 400,000* shares of
Common Stock. 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. Common Stock issued
through the assumption or substitution of outstanding grants from an
acquired Company shall not reduce the shares available for Awards under
the Plan. Shares of Common Stock issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.
(b) In the event that the Board determines that any stock dividend,
extraordinary cash dividend, creation of a class of equity securities,
recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination, exchange of shares, warrants or rights offering
to purchase Common Stock at a price substantially below fair market
value, 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 Board, 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 appropriate, the Board 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.
Section 6. Stock Options
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* Increased from 100,000 by special vote of the Board of Directors of the
Company dated October 2, 1998.
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(a) Subject to the provisions of the Plan, the Board may award Nonqualified
Stock Options and determine the number of shares to be covered by each
Option, the Option Price therefor and the conditions and limitations
applicable to the exercise of the Option.
(b) The Board shall establish the Option Price at the time each Option is
awarded.
(c) Each Option shall be exercisable at such times and subject to such
terms and conditions as the Board may specify in the applicable Award
or thereafter. The Board may impose such conditions with respect to the
exercise of Options, including conditions relating to applicable
federal or state securities laws, as it considers necessary or
advisable.
(d) No shares shall be delivered pursuant to any exercise of an Option
until payment in full of the Option Price therefor is received by the
Company. Such payment may be made in whole or in part in cash or, to
the extent permitted by the Board at or after the award of the Option,
by delivery of a note or shares of Common Stock owned by the
optionholder, including Restricted Stock, valued at their Fair Market
Value on the date of delivery, by the reduction of the shares of Common
Stock that the optionholder would be entitled to receive upon exercise
of the Option, such shares to be valued at their Fair Market Value on
the date of exercise, less their Option Price (a so-called "cashless
exercise"), or such other lawful consideration as the Board may
determine. In addition, an optionholder may engage in a successive
exchange (or series of exchanges) in which the shares of Common Stock
that such optionholder is entitled to receive upon the exercise of an
Option may be simultaneously utilized as payment for the exercise of an
additional Option or Options.
(e) The Board may provide for the automatic award of an Option upon the
delivery of shares to the Company in payment of an Option for up to the
number of shares so delivered.
Section 7. General Provisions Applicable to Awards
(a) Documentation. Each Award under the Plan shall be evidenced by a
writing delivered to the Participant specifying the terms and
conditions thereof and containing such other terms and conditions not
inconsistent with the provisions of the Plan as the Board considers
necessary or advisable to achieve the purposes of the Plan or comply
with applicable tax and regulatory laws and accounting principles.
(b) Board Discretion. The terms of each Award need not be identical, and
the Board need not treat Participants uniformly. Except as otherwise
provided by the Plan or a particular Award, any determination with
respect to an Award may be made by the Board at the time of award or at
any time thereafter. Without limiting the foregoing, an Award may be
made by the Board, in its discretion, to any 401(k), savings, pension,
profit sharing or other similar plan of the Company in lieu of or in
addition to any cash or other property contributed or to be contributed
to such plan.
(c) Settlement. The Board shall determine whether Awards are settled in
whole or in part in cash, Common Stock, other securities of the
Company, Awards or other property. The Board may permit a Participant
to defer all or any portion of a payment under the Plan, including
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the crediting of interest on deferred amounts denominated in cash and
dividend equivalents on amounts denominated in Common Stock.
(d) Termination of Employment. The Board shall determine the effect on an
Award of the disability, death, retirement or other termination of
employment of a Participant and the extent to which, and the period
during which, the Participant's legal representative, guardian or
Designated Beneficiary may receive payment of an Award or exercise
rights thereunder.
(e) Change in Control. In order to preserve a Participant's rights under an
Award in the event of a change in control of the Company, the Board in
its discretion may, at the time an Award is made or at any time
thereafter, take one or more of the following actions: (i) provide for
the acceleration of any time period relating to the exercise of the
Award, (ii) provide for the purchase of the Award upon the
Participant's request for an amount of cash or other property that
could have been received upon the exercise of the Award had the Award
been currently exercisable, (iii) adjust the terms of the Award in a
manner determined by the Board to reflect the change in control, (iv)
cause the Award to be assumed, or new rights substituted therefor, by
another entity, or (v) make such other provision as the Board may
consider equitable and in the best interests of the Company.
(f) Withholding. The Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required
by law to be withheld in respect of Awards under the Plan no later than
the date of the event creating the tax liability. In the Board's
discretion, such tax obligations may be paid in whole or in part in
shares of Common Stock, including shares retained from the Award
creating the tax obligation, valued at their Fair Market Value on the
date of delivery. The Company and its affiliates may, to the extent
permitted by law, deduct any such tax obligations from any payment of
any kind otherwise due to the Participant.
(g) Amendment of Award. The Board may amend, modify or terminate any
outstanding Award, including substituting therefor another Award of the
same or a different type, changing the date of exercise, provided that
the Participant's consent to such action shall be required unless the
Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.
Section 8. Miscellaneous
(a) No Right To Employment. No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as
giving a Participant the right to continued employment. The Company
expressly reserves the right at any time to dismiss a Participant free
from any liability or claim under the Plan, except as expressly
provided in the applicable Award.
(b) No Rights As Shareholder. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights
as a shareholder with respect to any shares of Common Stock to be
distributed under the Plan until he or she becomes the holder thereof.
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(c) Governing Law. The provisions of the Plan shall be governed by and
interpreted in accordance with the laws of the State of Delaware.
(d) Indemnity. Neither the Board nor the Committee, nor any members of
either, nor any employees of the Company or any parent, subsidiary, or
other affiliate, shall be liable for any act, omission, interpretation,
construction or determination made in good faith in connection with
their responsibilities with respect to this Plan, and the Company
hereby agrees to indemnify the members of the Board, the members of the
Committee, and the employees of the Company and its parent or
subsidiaries in respect of any claim, loss, damage, or expense
(including reasonable counsel fees) arising from any such act,
omission, interpretation, construction or determination to the full
extent permitted by law.
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