Asyst Technologies, Inc. Non-Employee Director Compensation Program (as amended through April 2, 2007)

Summary

This agreement outlines the compensation program for non-employee directors of Asyst Technologies, Inc., effective July 1, 2003 and amended through April 2, 2007. It details cash retainers, meeting fees, and stock awards for board and committee service, including special provisions for lead directors, committee chairs, and audit experts. Stock awards vest over three years and have restrictions on sale. Compensation is pro-rated based on service, and vesting may accelerate upon death or disability. The program also covers compensation for subsidiary directors and special assignments.

EX-10.17 2 f30775exv10w17.htm EXHIBIT 10.17 exv10w17

Exhibit 10.17

Asyst Technologies, Inc.
Compensation Program for Non-employee Directors

Effective July 1, 2003
Amended June 27, 2005
Amended April 3, 2006
Amended April 2, 2007


Program Element		Description
Sign-on stock award to new directors for continuing service		Stock award in conjunction with continued service

		- $120,000 value at award, vesting over 3 years from the date of award
		- value determined by the trading price of the Company’s Common Stock at the date of award
		- shares subject to such award may not be sold until after the recipient has ceased to be a board member

Board member — annual cash retainer		$35,000

Lead Non-management Director – annual cash retainer		$7,500

Board member – per meeting fees		$2,000 in person, or $1,000 if by telephone (when such meeting is as the Board)

		No incremental meeting fees for the Board chair (if a non-executive chair)

Committee member — annual cash retainer
– Audit		— $5,000
– Compensation		— $5,000
– Governance and Nominating		— $5,000

Committee member – per meeting fees
– Audit		$1,000 in person, or $500 if by telephone
– Compensation		(when such meeting is as a committee)
– Governance and Nominating
– Specially appointed committees		No incremental meeting fees for the committee chair

Committee chair — annual cash retainer
– Audit		— Audit: $12,500
– Compensation		— Compensation: $7,500
– Governance and Nominating		— Governance: $7,500

Additional committee fees		$12,500 annual cash retainer for designated Audit Committee Financial Expert (unless if also the committee chair)


Program Element		Description
Annual stock award to new and existing directors for continuing service		Stock award in conjunction with continued service - $60,000 value, vesting over 36 months from the date of award
		- value determined by the trading price of the Company’s Common Stock at the beginning of the respective fiscal year
		- shares subject to such award may not be sold during the 36-month period (unless the recipient has ceased to be a board member)

Subsidiary directors
— Non-management director – annual cash retainer		— $5,000
— Non-management director – meeting fees (board, committee or project)		— No additional compensation

Fees for special projects/meetings
— U.S. — Outside U.S.		None (unless specifically approved) $1,000 per day or $5,000 per assignment out of the country (as determined by the Board), separate from fees for meetings conducted during any such Board-related travel or assignment

All annual retainer payments and annual stock awards are to be pro-rated, based on the term of relevant service.

Prohibitions on the sale of shares are subject to the permitted sale of incremental shares to cover taxes or fees assessed on imputed or other income in conjunction with vesting of shares.

Vesting of awards may be accelerated upon termination of Board service due to death or disability.