Amendment to Offer Letter Between Brooks Automation, Inc. and David C. Gray (November 7, 2016)

Summary

Brooks Automation, Inc. and David C. Gray have amended Gray's original offer letter to provide enhanced salary continuation benefits if his employment is terminated without cause or if he resigns for good reason. Under this amendment, Gray will receive his base salary for up to 12 months after termination, provided he remains unemployed, and will continue to receive company health benefits. These benefits do not apply if he receives a payment under a separate Change in Control Agreement. Gray must sign a Separation Agreement and Waiver of Claims to receive these benefits.

EX-10.1 2 exhibit101graydavidrevised.htm EXHIBIT 10.1 Exhibit

Exhibit 10.1

November 7, 2016

David C. Gray

Dear David:

This letter is intended to modify and amend the offer letter dated June 12, 2014 (the “Offer Letter”) between Brooks Automation, Inc. (“Brooks”) and you. In light of your continued performance in the senior executive role as Senior Vice President, Chief Strategy and New Business Officer, Brooks has agreed to modify certain terms of offer letter relating to your eligibility for salary continuation in the event there is a termination of your employment as set forth below.

The following paragraphs are hereby added to the Offer Letter as new Sections 5 and 6:

If Brooks terminates your employment without “cause” (as defined in Brooks’ equity grant documents), or you terminate your employment for “good reason” (as defined below), you will be eligible for salary continuation payments at your then current base salary for a period of six (6) months from your termination date. If you have not secured employment following the initial six (6) months of salary continuation, Brooks will continue your salary on a bi-weekly basis for up to six (6) additional months while you are not employed. In addition, you will continue to be covered under the Company’s medical, dental and vision plans at the same contribution level as current active employees. In exchange, you agree to sign the Company’s customary Separation Agreement and Waiver of Claims. For the sake of clarity, the salary continuation benefits described above shall not apply to any termination of employment that triggers a payment to you under the Change in Control Agreement dated as of November 7, 2016 between you and the Company.

For purposes hereof, “good reason” shall mean, without your express written consent, the occurrence of any of the following: (i) a material breach by the Company of any agreement that exists between you and the Company; (ii) a diminution of your responsibilities and authority resulting in responsibilities and authority in material respects inconsistent with the responsibilities and authority of the role of Senior Vice President, Chief Strategy and New Business Officer of the Company; (iii) a reduction of your base salary or of any material employee benefit enjoyed by you unless all senior executives of the Company suffer a substantially similar reduction; or (iv) a relocation of your office to a location more than 60 miles from the Company’s headquarters in Chelmsford, Massachusetts.”

Except as set forth above, all other terms and conditions contained in your Offer Letter remain unchanged and in full force and effect. Please acknowledge your agreement with the terms of this letter by signing and returning a copy hereof.

Sincerely yours,

/s/ William T. Montone

William T. Montone

Senior Vice President, Human Resources

ACKNOWLEDGED:

/s/ David C. Gray

David C. Gray