TRANSITION AGREEMENT

Executive will be paid an amount of severance equal to one year (26 pay periods) of base pay. The severance will be subject to all applicable deductions and will be made in installments pursuant to normal payroll practices commencing on the next payroll cycle on or following 60 days after the Termination Date, or such earlier date as may be determined in the Company’s sole discretion. Failure to execute this Agreement, or revoking the Agreement during the seven-day period after executing this Agreement, will result in forfeiture of severance pay. Notwithstanding the foregoing, no such payments shall be made between March 15, 2014 and March 31, 2014 (the “Restricted Period”), and any payments originally scheduled during the Restricted Period shall be paid to Executive with the next regularly scheduled payment on or after April 1, 2014.

The following unvested equity awards will continue to vest as follows:

3,333 time based restricted stock units (“RSUs”) granted on December 21, 2012 pursuant to the FY2013 Executive Incentive Plan and scheduled to vest November 6, 2013

5,833 time based RSUs granted on November 8, 2011 pursuant to the FY2012-2014 Long-Term Incentive Plan and scheduled to vest November 8, 2013

4,167 time-based restricted stock awards granted on February 3, 2011 pursuant to the FY2011-2013 Long-Term Incentive Plan and scheduled to vest February 3,2014

The Executive will be eligible for the 2013 Performance Based Variable Compensation Plan (“PBVC”) award based upon the achievement of the corporate financial targets and the Executive’s individual objectives, normally paid in the November time frame and less any required deductions. For the sake of clarity, Executive acknowledges that any award under the terms of the 2013 PBVC is determined by and at the discretion of the Company’s Board of Directors.

If the Executive timely elects to purchase group health and dental insurance continuation coverage under the federal Consolidated Omnibus Budget Reconciliation Act (COBRA) law and timely remits the employee portion of premiums for such coverage, then the Company will maintain such coverage in effect for a period of 18 months (the “COBRA Period”). For the first 12 months of the COBRA Period, the Company will deduct from the severance payments the Executive’s employee portion of premiums, after which Executive shall be responsible for providing the employee portion of premiums directly to the COBRA administrator. Failure by the Executive to make timely payment of the Executive’s portion of the premiums will result in termination of coverage. The Executive agrees to notify the Company promptly when he or she is covered by another plan, in which case the Company’s obligation to pay the employer portion of COBRA premiums shall cease. If the Executive is a “highly compensated individual” (as defined in Section 105(h) of the Internal Revenue Code of 1986, as amended), the Company-paid portion of the group health and dental coverage, as determined by reference to the total COBRA premium, will be reported to the IRS as taxable income.

The Executive shall also be entitled to any benefits provided by the Company’s 401(k) plan, other retirement plans, and stock option, restricted stock and other equity incentive plans in which the Executive is a participant to the extent such benefits are earned and vested as of the Termination Date as determined under the terms of such plans, except as provided under Section 1(b) above.

Additionally for a period of one year after the Termination Date, (the “Non-Competition Period”), Executive agrees that Executive, directly or indirectly, shall not, whether as owner, partner, shareholder, director, consultant, agent, employee, guarantor, surety or otherwise, or through any person, consult with or in any way aid or assist any competitor or the Company (or its subsidiaries or affiliates that the Executive, after notice to and discussion with the company, actually knows is a competitor), or engage or attempt to engage in any employment consulting or other activity, which activity competes, directly or indirectly, with the business of the Company or any affiliate anywhere in the world. For this section, Executive agrees that the filing of any patent or provisional patent application in any jurisdiction by the Executive for inventions related to the business of the Company is a competing activity. For purposes of this Agreement, the term “employment” shall include the employment of Executive as an employee, consultant, agent, independent contractor or otherwise. Executive acknowledges that Executive’s participation in the conduct of any such business alone or with any person other than the Company will materially impair the business and prospects of the Company.

In addition to and without limiting the foregoing, during the term of the Non-Competition Period, Executive shall not attempt to or assist any other person in attempting to do any of the following: (i) hire any director, officer, employee, or agent of the Company or any subsidiary or affiliate, or encourage any such person to terminate such relationship with the Company or any subsidiary or affiliate, as the case may be; (ii) encourage any customer, client, supplier or other business relationship of the Company or any subsidiary or affiliate to terminate or alter such relationship, whether contractual or otherwise, to the disadvantage of the Company or any subsidiary or affiliate; as the case may be; (iii) encourage any prospective customer or supplier not to enter into a business relationship with the Company or any subsidiary or affiliate and any customer, supplier or other business relationship of the Company or any subsidiary or affiliate or; (iv) impair or attempt to impair any relationship, contractual or otherwise, written or oral, between the Company or any subsidiary or affiliate and any customer, supplier or other business relationship of the Company or any subsidiary or affiliate or; (v) sell or offer to sell or assist in or in connection with the sale to any customer or prospective customer of the Company or any subsidiary or affiliate any products of the type sold or rendered by the Company or any subsidiary or affiliate.

The term “competitor” includes but is not limited to, the following named companies AMAT, Celestica, Daihen, Genesis, Genmark, Hamilton, HighRes Biosolutions, Inficon, Innovative Robotics, Instrutech, JEL, Kawasaki, Kostec, Liconic, Matrical, M.K.S., Persimmon Technologies, Recif, Rorze, Sankyo, SHI, Sinfonia, Tazmo, Telemark, TDK, ThermoFisher, Tsubakimoto, TTP Labtech, U.C.I. and Yaskawa, and any other company that competes with Brooks’ current product and service offerings.

Executive will notify the Company in writing in the event Executive takes up a position of any sort with any company or person whose activities or products are directly or indirectly competitive with activities or products of the Company.

claims under any state or federal discrimination, fair employment practices or other employment related statute, or regulation (as they may have been amended through the date of this Agreement) prohibiting discrimination or harassment based upon any protected status including, without limitation, race, color, religion, national origin, age, gender, marital status, disability, handicap, veteran status or sexual orientation. Without limitation, specifically included in this paragraph are any claims arising under the Federal Rehabilitation Act of 1973, Age Discrimination in Employment Act of 1967, as amended, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964 as amended by the Civil Rights Act of 1991, the Equal Pay Act, the Americans With Disabilities Act and any similar state or local statute or ordinance.

claims under any other state or federal employment related statute, or regulation (as they may have been amended through the date of this Agreement) relating to wages, hours or any other terms and conditions of employment. Without limitation, specifically included in this paragraph are any claims arising under the Fair Labor Standards Act, the Family and Medical Leave Act of 1993, the National Labor Relations Act, the Employee Retirement Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) and any similar state or local statute or ordinance.

claims under any state or federal common law theory including, without limitation, wrongful discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence.

any other claim arising under state or federal law.

The Executive is specifically waiving rights and claims under ADEA;

The waiver of rights under ADEA does not extend to any rights or claims arising after the date this Agreement is signed by the Executive;

The Executive acknowledges receiving consideration for this waiver;

The Executive acknowledges that the Executive has been advised to consult with an attorney before signing this Agreement;

The Executive acknowledges that after receiving a copy of this Agreement, the Executive had the right to take up to 45 days to consider the Executive's decision to sign the Agreement; the parties agree that changes, whether material or immaterial do not restart the running of the 45 day period.

For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), (1) each “payment” (as defined by Section 409A) made under this Agreement shall be considered a “separate payment,” and (2) payments shall be deemed exempt from the definition of deferred compensation under Section 409A to the fullest extent possible under (a) the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), and (b) (with respect to amounts paid as separation pay no later than the second calendar year following the calendar year containing the Executive’s “separation from service” (as defined for purposes of Section 409A)) the “two‑years/two-times” separation pay exemption of Treasury Regulation § 1.409A-1(b)(9)(iii), which are hereby incorporated by reference.

If the Executive is a “specified employee” as defined in Section 409A (and as applied according to procedures of the Company) as of the Executive’s separation from service, to the extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable exemptions from Section 409A), and to the extent required by Section 409A, no payments due under this Agreement may be made until the earlier of: (1) the first day of the seventh month following the Executive’s separation from service, or (2) the Executive’s date of death; provided, however, that any payments delayed during this six-month period shall be paid in the aggregate in a lump sum, without interest, on the first day of the seventh month following the Executive’s separation from service.

If this Agreement fails to meet the requirements of Section 409A, the Company shall not have any liability for any tax, penalty or interest imposed on the Executive by Section 409A, and the Executive shall have no recourse against the Company for payment of any such tax, penalty or interest imposed by Section 409A.