Asyst Technologies, Inc. Compensation Program for Nonemployee Directors (Effective July 1, 2003)

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Summary

This agreement outlines the compensation program for nonemployee directors of Asyst Technologies, Inc., effective July 1, 2003. It details the structure of cash retainers, meeting fees, stock grants, and stock option awards for board and committee service. New directors receive a stock grant valued at $120,000, vesting over 36 months, and annual cash retainers and meeting fees are specified. The agreement also covers additional compensation for committee chairs and special assignments. The program sets clear terms for director compensation and conditions for stock awards.

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EX-10.38 7 f99456exv10w38.txt EXHIBIT 10.38 EXHIBIT 10.38 ASYST TECHNOLOGIES, INC. COMPENSATION PROGRAM FOR NONEMPLOYEE DIRECTORS EFFECTIVE JULY 1, 2003
PROGRAM ELEMENT DESCRIPTION - -------------------------------------------------------------------------------------------------------------------------------- Sign-on grant for new directors Continue with current program of grant of stock with a value equal to $120,000, vesting monthly over 36 months from the date of grant. Such stock may not be sold until after the recipient has ceased to be a board member. Annual cash retainer $35,000 Board meeting fees $2,000 or $1,000 if by telephone Committee meeting fees $1,000 or $500 if by telephone, when such meeting is as a meeting of - -- Audit the committee - -- Compensation - -- Nominating and Governance(A) Committee membership annual retainer $5,000 - -- Audit $5,000 - -- Compensation Committee chairman annual retainer Audit: $10,000 for chairman; $10,000 for designated financial - -- Audit expert (if not the chairman). - -- Compensation Compensation: $7,500 Annual stock option grant (including Black-Scholes Granted on 4/1/03 - 25,000 stock options for fiscal year ending expected value 3/31/04 at an exercise price of $5.05, vesting monthly from date of grant to end of fiscal year. Future grants of stock and or stock Annual restricted stock award options to be determined after review of current practices and approval of new stock option plan by shareholders. Fees for special project work None in U.S. $5,000 per assignment out of the country. Additional annual cash retainer for future position To be determined at time of election. of Lead Director Dependent on required involvement.
(A) Nominating Committee comprises all non-employee directors and receives only committee meeting fees, when such a meeting is convened as a meeting of the Nominating Committee. 8