Consulting Agreement between Asyst Japan, Inc. and Tsuyoshi E. Kawanishi dated January 17, 2007

Summary

Asyst Japan, Inc., a subsidiary of Asyst Technologies, Inc., has entered into a consulting agreement with Mr. Tsuyoshi E. Kawanishi. Mr. Kawanishi will provide management advice, customer relationship guidance, and networking assistance, separate from his director duties. He will be paid a fixed monthly fee of ¥400,000. The agreement lasts for one year and renews automatically unless either party gives 30 days' notice. Either party can terminate the agreement with 30 days' written notice. The agreement is governed by Japanese law and is executed in English.

EX-10.39 4 f30775exv10w39.htm EXHIBIT 10.39 exv10w39

Exhibit 10.39

CONSULTING AGREEMENT

ASYST JAPAN, INC. (the “Company”), a Japanese company and majority-owned subsidiary of Asyst Technologies, Inc. (“Asyst”) with its registered address at 6-23, Shin-Yokohama 2-chome, Kohoku-ku, Yokohama, and Mr. Tsuyoshi E. Kawanishi (“Mr. Kawanishi”), hereby enter into this consulting agreement (this “Agreement”) effective as of this 17^th day of Jan. 2007 to confirm the following existing rights and obligations between the parties.

ARTICLE 1. SERVICES

In his capacity as an individual, Mr. Kawanishi shall continue to provide the Company with the following advisory services, which are separate from his duties as a director of the Company and/or as a director of Asyst: (1) management, operating and market information and advice on regular basis; (2) advice concerning significant customer opportunities and relationships; and (3) assistance with networking and providing introductions to third-parties and customer personnel regarding business opportunities and relationships (collectively, the “Services”).

ARTICLE 2. FEE

The Company shall pay to Mr. Kawanishi during the Term (as defined below) a fixed fee of four hundred thousand yen (¥400,000) per month for the Services (the “Fee”) by bank transfer to the bank account designated by Mr. Kawanishi. The Fee shall be due and payable on the twenty-fifth (25th) day of each month, or if the Company is not open for business on such twenty-fifth (25th) day then on the immediately preceding business day.

ARTICLE 3. TERM AND TERMINATION

3.1 Term

(a)

The term of this Agreement shall be one year (including any successive renewals, the “Term”).

(b)

The Term shall be automatically renewed for successive one year periods unless a party notifies the other of its intention not to renew the Agreement no later than thirty (30) calendar days prior to the end of the then-current Term.

3.2 Termination

This Agreement may be terminated by either party with prior written notice of thirty (30) calendar days.

ARTICLE 4. ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all previous agreements and understandings related to the Agreement, except as expressly stated herein. The terms and conditions of this Agreement may be amended only upon approval by an ordinary resolution of the board of directors of the Company and by writing, signed by both parties hereto. Any such amendment shall also be subject to the prior written consent and approval of Asyst.

ARTICLE 5. GOVERNING LAW AND LANGUAGE

This Agreement shall be governed by and construed in accordance with the laws of Japan. This Agreement shall be executed in the English language. A Japanese language translation may also be provided by the Company; however, the English language version shall serve as the original and shall exclusively govern the meaning and interpretation of the Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.



COMPANY		Mr. Kawanishi

/s/ Tetsuo Yamashita		/s/ Tsuyoshi E. Kawanishi

Tetsuo Yamashita		Tsuyoshi E. Kawanishi
Representative Director