cc:William T. Montone, SVP Human ResourcesLenny Vairo, Russell Reynolds AssociatesFile

Your base salary will be set initially at $425,000 annually, and paid biweekly. Subsequent salary reviews for executive positions are normally conducted annually and adjustments become effective in January. Your base salary will first be reviewed after the completion of fiscal year 2014.

You are eligible to participate in the annual Performance Based Variable Compensation Plan for FY 2014 (Plan year beginning 10-01-13), with an annual target of 100% of base salary paid and an upside potential to 150% of annual target. Payment of variable compensation is subject to meeting aggressive but achievable corporate and individual goals and objectives defined and agreed upon for 2014 and subsequent years.

You will be a participant in the Company’s Executive Equity Incentive Plan (EIP) for FY 2014 and, subject to final Board approval at its next scheduled meeting in November, will receive an initial grant of restricted stock units (RSUs) with a value no less than $650,000. This award will be in a mix of time-based and/or performance-based RSUs consistent with other senior executives. You will be eligible for subsequent awards in future years.

You will be eligible for our Company sponsored benefit plans. Brooks currently pays a majority (approximately 70%) of the cost of medical, dental and vision insurance and 100% of the cost of life and disability insurance. The Company also offers a 401(k) savings and retirement plan with a 4.5% company

The following is the basis for salary continuation eligibility in the unlikely event we separate our employment relationship.

If you should voluntarily terminate employment in the future, Brooks will provide you with your pro-rata base salary up to your termination date.

If Brooks terminates your employment without “cause” (as defined in Brooks’ equity grant documents), you will be eligible for salary continuation payments at your then current base salary for a period of twelve months from your termination date. 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 while you are receiving salary continuation payments. Any salary continuation or benefits will be conditioned upon your signing the Company’s customary Separation Agreement and Waiver of Claims.

If Brooks terminates your employment for cause, you will receive your pro-rata base salary up to your termination date.

For purposes of Section 409A of the Internal Revenue Code (“Section 409A”), each installment of salary continuation or other payment shall be deemed to be a “separate payment” (within the meaning of Section 409A), and each payment shall be deemed exempt from the definition of nonqualified deferred compensation to the fullest extent possible under the short-term deferral exception and the involuntary separation pay exception of the Section 409A regulations.

Brooks understands and supports the requirement for your family to remain in Ohio until your child graduates from high school in June, 2015. Accordingly, from your start date at Brooks through June, 2015, Brooks will assist in your long distance commute as follows:

Provide a monthly allowance of $2,500 to defray the expense of local Chelmsford area housing. We will assist you in your efforts to find suitable accommodations.

Reimburse you for coach airfare between greater Boston and Cleveland for up to nine round trips per quarter. In turn, you agree to apply any frequent flier miles you accumulate to offset several of these trips.

Both of these items will be eligible for tax gross up.

Brooks will provide you with relocation benefits and professional support to transfer to the greater Boston, MA area within two years of your hire date. These benefits will provide reimbursement or direct payment of eligible relocation expenses associated with your move up to $100,000 and we will be flexible in working with you to ease any financial and contingent issues that may arise.

Actual cost of moving household goods

House hunting trip(s) prior to your move

Temporary living and storage expenses for up to 2 months for you and your family

Travel expenses associated with moving your family to the new residence

Assistance with the sale of your current home under the Company’s arrangement with its relocation vendor. Assistance will include the reimbursement of a broker’s commission and eligible seller expenses and fees

Assistance with the rental or purchase of a new residence in the greater Boston, MA area to include eligible fees and expenses associated with the purchase at closing or rental acquisition

Miscellaneous expense allowance of $10,000

Non-deductible expenses, except for the expense allowance, are eligible for gross-up of federal and state tax.