BROOKS AUTOMATION, INC.
2000 COMBINATION STOCK OPTION PLAN
SECTION 1. PURPOSE
The purpose of this Brooks Automation, Inc. Combination Stock Option Plan
(the "Plan") is to attract and retain employees and to provide an incentive for
them to assist Brooks Automation, Inc. (the "Company") to achieve long-range
performance goals, and to enable them to participate in the long-term growth of
SECTION 2. DEFINITIONS
As used herein, the following terms have the indicated meanings:
"Affiliate" means any business entity in which the Company owns
directly or indirectly 50% or more of the total combined voting power or
has a significant financial interest as determined by the Committee.
"Award" means any Option awarded under the Plan.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended from time
"Committee" means a committee of not less than two nonemployee
directors appointed by the Board to administer the Plan or, alternatively,
if the Board so determines, the whole Board of Directors.
"Common Stock" or "Stock" means the Common Stock, $.01 par value, of
"Company" means Brooks Automation, Inc., a Delaware corporation.
"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor statute.
"Fair Market Value" means the fair market value of Common Stock as
determined in accordance with Section 10 of this Plan.
"Incentive Stock Option" means an option to purchase shares of Common
Stock awarded to a Participant under Section 6 which is intended to meet
the requirements of Section 422 of the Code or any successor provision.
"Nonqualified Stock Option" means an option to purchase shares of
Common Stock awarded to a Participant under Section 6 which is not intended
to be an Incentive Stock Option.
"Option" means an Incentive Stock Option or a Nonqualified Stock
"Parent Corporation" has the meaning specified in Section 425(e) of
"Participant" means a person selected by the Committee to receive an
Award under the Plan.
"Permanent Disability" has the meaning in Section 22(e)(3) of the
"Plan" means this Brooks Automation, Inc. 2000 Combination Stock
"Subsidiary Corporation" has the meaning specified in Section 425(f)
of the Code.
"Ten Percent Stockholder" means an individual who owns (within the
meaning of Section 425(d) of the Code) capital stock possessing more than
10% of the total combined voting power of all classes of capital stock of
the Company or any Parent Corporation or Subsidiary Corporation at the time
an Incentive Stock Option is granted under this Plan.
SECTION 3. ELIGIBILITY
All employees of the Company or any Affiliate capable of contributing
significantly to the successful performance of the Company, other than a person
who has irrevocably elected not to be eligible, are eligible to be Participants
in the Plan.
SECTION 4. STOCK SUBJECT TO PLAN
(a) Subject to adjustment under Section 9, the maximum aggregate number of
shares of the Company's Common Stock that may be issued under this Plan shall be
(b) The shares to be issued under this Plan may be made available, at the
discretion of the Board of Directors, from: (i) authorized but unissued shares;
(ii) shares previously reserved for issuance upon exercise of Options which have
expired or been terminated; or (iii) treasury shares and shares reacquired by
the Company for the purpose, including shares purchased in the open market.
(c) If any Award in respect of shares of Common Stock expires or is
terminated unexercised or is forfeited for any reason or settled in a manner
that results in fewer shares outstanding than were initially awarded, including
without limitation the surrender of shares in payment for the Award or any tax
obligation thereon, the shares subject to such Award or so surrendered, as the
case may be, to the extent of such expiration, termination, forfeiture or
decrease, shall again be available for award under the Plan, subject, in the
case of Incentive Stock Options, to any limitation required under the Code.
(d) Common Stock issued through the assumption or substitution of
outstanding grants from an acquired company shall not reduce the shares
available for Awards under the Plan.
SECTION 5. ADMINISTRATION OF THE PLAN
(a) The Plan shall be administered by the Committee. Except where the full
Board of Directors serves as the Committee, the Committee shall serve at the
pleasure of the Board, which may from time to time appoint additional members of
the Committee, remove members and appoint new members in substitution for those
previously appointed, and fill vacancies however caused. A majority of the
Committee shall constitute a quorum and the acts of a majority of the members
present at any meeting at which a quorum is present shall be deemed the action
of the Committee. The Committee may act by unanimous written consent in lieu of
(b) Subject to the express provisions of this Plan and provided that all
actions taken shall be consistent with the purposes of the Plan, the Committee
shall have full and complete authority and the sole discretion to: (i) determine
those persons eligible under Section 3; (ii) select those persons to whom Awards
shall be granted under the Plan; (iii) determine the number of shares covered by
and the form of the Awards to be granted; (iv) determine the time or times when
Awards shall be granted; (v) establish the terms and conditions upon which
Options may be exercised; (vi) alter any restrictions or conditions upon any
Awards; and (vii) adopt rules and regulations, establish, define and/or
interpret any other terms and conditions, and make all other determinations
(which may be on a case-by-case basis) deemed necessary or desirable for the
administration of the Plan.
(c) The terms of each type of Award need not be identical, and the
Committee need not treat Participants uniformly. Except as otherwise provided by
the Plan or a particular Award, any determination with respect to an Award may
be made by the Committee at the time of award or at any time thereafter.
(d) In making its determinations hereunder, the Committee shall take into
account the nature of the services rendered or to be rendered by the recipient,
their present and potential contributions to the success of the Company, and
such other factors as the Committee, in its discretion, shall deem relevant in
order to accomplish the purposes of the Plan.
SECTION 6. STOCK OPTIONS
(a) General. Subject to the provisions of the Plan, the Board may award
Incentive Stock Options and Non-Qualified Stock Options and determine the number
of shares to be covered by each Option, the option price therefor and the
conditions and limitations applicable to the exercise of the Option. Any Option
granted under this Plan shall be upon such terms and conditions not inconsistent
with this Plan as the Committee may determine. At the time of grant of any
Option, the Committee shall specify whether the Option is intended to be an
Incentive Stock Option or a Non-Qualified Stock Option. If the Option is not
intended to be an Incentive Stock Option but otherwise qualifies to be such, the
agreement will include a specific statement that it is not intended to qualify
as an Incentive Stock Option.
(b) Price. The price at which any shares of Stock may be purchased
pursuant to the exercise of an Option shall be determined by the Committee but
may not be less than the greater of (i) the minimum legal consideration required
under the laws of the jurisdiction in which the Company is then organized or
(ii) the Fair Market Value of the Stock on the date of grant of the Option (or,
in the case of Incentive Stock Options granted to Ten Percent Stockholders, 110%
of the Fair Market Value on such date).
(c) Period of Option. Each Option granted under this Plan shall continue
in effect for such period not exceeding seven years as the Committee shall
determine; provided, that any Incentive Stock Option must be granted within ten
years from the date of establishment of this Plan or the date the Plan is
approved by stockholders, whichever is earlier, and must have a term of not more
than five years from the date of grant in the case of Incentive Stock Options
granted to Ten Percent Stockholders.
(d) Additional Provisions For ISOs. In the case of Incentive Stock
Options, the following additional conditions shall apply:
(i) Incentive Stock Options shall be granted only to employees of the
(ii) No Incentive Stock Option shall be exercisable beyond three months
after the date upon which the Option holder ceases to be an employee
of the Company or a Parent Corporation or Subsidiary Corporation,
except that the Committee may provide in the Incentive Stock Option
that in the event of termination of employment by reason of death or
Permanent Disability of the holder, the Option may be exercised by
the holder or his estate for a period of up to one year after
termination of employment;
(iii) Each Incentive Stock Option shall, by its terms, be transferable by
the optionee only by will or the laws of descent and distribution,
and shall be exercisable only by such employee during his lifetime;
(iv) The terms and conditions of Incentive Stock Options shall be subject
to and comply with Section 422 of the Code, or any successor
provision, and any regulations thereunder.
SECTION 7. EXERCISE OF OPTIONS; PAYMENT
(a) Options may be exercised in whole or in part at such time and in such
manner as the Committee may determine and as shall be prescribed in the written
agreement with each holder.
(b) The purchase price of shares of Stock upon exercise of an Option shall
be paid by the Option holder in full upon exercise and may be paid as the
Committee may determine in its sole discretion in any combination of: (i) cash
or check payable to the order of the Company; (ii) delivery of a promissory
note; (iii) delivery of shares of Common Stock (valued at Fair Market Value at
the date of purchase of the Common Stock subject to the Option); or (iv) such
other means as the Committee may permit; provided, however, that payment of the
exercise price by delivery of shares of Common Stock of the Company owned by the
Option holder may be made only if such payment does not result in a charge to
earnings for financial accounting purposes, as determined by the Committee.
(c) With the consent of the Committee, payment of the exercise price may
also be made by delivery of a properly executed exercise notice to the Company,
together with a copy of irrevocable instructions to a broker to deliver promptly
to the Company the amount of sale or loan proceeds to pay the exercise price. To
facilitate such arrangements, the Company may enter into agreements for
coordinating procedures with one or more securities brokerage firms. The date of
delivery of such exercise notices shall be deemed the date of exercise.
(d) The Committee may impose such conditions with respect to the exercise
of Options, including conditions relating to applicable federal or state
securities laws, as it considers necessary or advisable, including making the
Common Stock issued upon exercise subject to restrictions on vesting or
transferability, or to risk of forfeiture upon the happening of such events as
the Committee may determine, any of which may be accelerated or waived in the
Committee's sole discretion.
(e) No shares of Common Stock shall be issued upon exercise of any Option
under this Plan until full payment in the form approved by the Committee has
been made and all other legal requirements applicable to the issuance or
transfer of such shares and such other requirements as are consistent with the
Plan have been complied with to the satisfaction of the Committee.
SECTION 8. GENERAL PROVISIONS APPLICABLE TO AWARDS
(a) Documentation. Each Award under the Plan shall be evidenced by a
writing delivered to the Participant specifying the terms and conditions thereof
and containing such other terms and conditions not inconsistent with the
provisions of the Plan as the Committee considers necessary or advisable to
achieve the purposes of the Plan or comply with applicable laws and accounting
(b) Date of Award. The date of any Award hereunder shall be the date upon
which such Award is voted by the Committee (or approved by the full Board if
such approval is legally required), unless the vote expressly provides
(c) Termination of Employment. The Committee shall determine the effect
on an Award of the disability, death, retirement or other termination of
employment of a Participant and the extent to which, and the period during
which, the Participant's legal representative, guardian or Designated
Beneficiary may receive payment of an Award or exercise rights thereunder.
(d) Withholding. The Participant shall pay to the Company, or make
provision satisfactory to the Committee for payment of, any taxes required by
law to be withheld in respect of Awards under the Plan no later than the date of
the event creating the tax liability. In the Committee's discretion, such tax
obligations may be paid in whole or in part in shares of Common Stock, including
shares retained from the Award
creating the tax obligation, valued at their Fair Market Value on the date of
delivery. The Company and its Affiliates may, to the extent permitted by law,
deduct any such tax obligations from any payment of any kind otherwise due to
(e) Foreign Nationals. Awards may be made to Participants who are foreign
nationals or employed outside the United States on such terms and conditions
different from those specified in the Plan as the Committee considers necessary
or advisable to achieve the purposes of the Plan or comply with applicable laws.
(f) Amendment of Award. The Committee may amend, modify or terminate any
outstanding Award, including substituting therefor another Award of the same or
a different type, changing the date of exercise, or conversion of an Incentive
Stock Option to a Non-Qualified Stock Option; provided, that the Participant's
consent to such action shall be required unless the Committee determines that
the action, taking into account any related action, would not materially and
adversely affect the Participant.
(g) Loans. The Company may make loans to Participants to permit them to
exercise Options. If any such loans are made, the requirements of applicable
Federal and State law regarding such loans shall be met.
SECTION 9. ADJUSTMENTS
Upon the occurrence of any of the following events, a Participant's rights
with respect to Awards granted to him or her hereunder shall be adjusted as
hereinafter provided, unless otherwise specifically provided in the written
agreement between the Participant and the Company.
(a) Stock Dividends and Stock Splits. If the shares of Common Stock shall
be subdivided or combined into a greater or smaller number of shares or if the
Company shall issue any shares of Common Stock as a stock dividend on its
outstanding Common Stock, the number of shares of Common Stock deliverable upon
the exercise of Options shall be appropriately increased or decreased
proportionately, and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or stock dividend.
(b) Consolidation or Mergers. If the Company is to be consolidated with
or acquired by another entity in a merger, sale of all or substantially all of
the Company's assets or otherwise (an "Acquisition"), the Committee or the Board
of Directors of any entity assuming the obligations of the Company hereunder
shall, as to outstanding Awards, make appropriate provision for the continuation
of such Awards by substituting on an equitable basis for the shares then subject
to such Awards the consideration payable with respect to the outstanding shares
of Common Stock in connection with the Acquisition and by adjusting on an
equitable basis the exercise price of such Awards to reflect such Acquisition.
(c) Recapitalization or Reorganization. In the event of a
recapitalization or reorganization of the Company (other than an Acquisition)
pursuant to which securities of the Company or of another corporation are issued
with respect to the outstanding shares of Common Stock, a Participant upon
exercising rights under an Award shall be entitled to receive what he would have
received if he had exercised prior to such recapitalization or reorganization.
(d) Modification of ISOs. Notwithstanding the foregoing, any adjustments
made pursuant to subparagraphs (a), (b) or (c) with respect to Incentive Stock
Options shall be made only after the Committee, after consulting with counsel
for the Company, determines whether such adjustments would constitute a
"modification" of such Incentive Stock Options (as that term is defined in
Section 424 of the Code) or would cause any adverse tax consequences for the
holders of such Incentive Stock Options. If the Committee determines that any
such adjustments made with respect to Incentive Stock Options would constitute a
modification of such Incentive Stock Options, it may refrain from making such
(e) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, each Option will terminate immediately prior to
the consummation of such proposed action or at such other time and subject to
such other conditions as shall be determined by the Committee.
(f) Issuances of Securities. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
subject to Options. No adjustments shall be made for dividends paid in cash or
in property other than securities of the Company.
(g) Fractional Shares. No fractional shares shall be issued under the
Plan and the optionee shall receive from the Company cash in lieu of such
(h) Adjustments. Upon the happening of any of the events described in
subparagraphs (a), (b) or (c) above, the class and aggregate number of shares
set forth in Section 4 hereof that are subject to Awards which previously have
been or subsequently may be granted under the Plan shall also be appropriately
adjusted to reflect the events described in such subparagraphs. The Committee
shall determine the specific adjustments to be made under this Section 9 and,
subject to Section 5, its determination shall be conclusive.
SECTION 10. FAIR MARKET VALUE
(a) If the Common Stock is then traded on any national securities exchange
or automated quotation system which has sale price reporting, the Fair Market
Value of the Common Stock shall be the closing sales price, if any, on such
exchange or system on the date as of which Fair Market Value is being determined
or, if none, shall be determined by taking the closing sales price on the
nearest date before that date in accordance with applicable regulations under
(b) If the Common Stock is then traded on an exchange or system which does
not have sale price reporting, the Fair Market Value of the Common Stock shall
be the mean between the average of the "Bid" and the average of the "Ask"
prices, if any, as reported for such the date as of which Fair Market Value is
being determined, or, if none, shall be determined by taking a weighted average
of the means between the highest and lowest sales prices on the nearest date
before and the nearest date after such date in accordance with applicable
regulations under the Code.
(c) With respect to Common Stock if it is not publicly traded and with
respect to any other property, the Fair Market Value of such property shall be
determined in good faith by the Committee or in the manner otherwise provided by
the Committee from time to time.
SECTION 11. MISCELLANEOUS
(a) No Right To Employment. No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as giving a
Participant the right to continued employment. The Company expressly reserves
the right at any time to dismiss a Participant free from any liability or claim
under the Plan, except as expressly provided in the applicable Award.
(b) No Rights Other Than Those Expressly Created. No person eligible to
receive Awards under this Plan shall have any claim or right to be granted an
Award hereunder. Neither this Plan nor any action taken hereunder shall be
construed as (i) giving any Award holder any right to continue to be affiliated
with the Company, (ii) giving any Award holder any equity or interest of any
kind in any assets of the Company, or (iii) creating a trust of any kind or a
fiduciary relationship of any kind between the Company and any such person. As
to any claim for any unpaid amounts under this Plan, any person having a claim
for payments shall be an unsecured creditor. No Award holder shall have any of
the rights of a stockholder with respect to shares of Stock covered by an Award
until such time as the stock has been issued.
(c) Governing Law. The provisions of the Plan shall be governed by and
interpreted in accordance with the laws of The Commonwealth of Massachusetts.
(d) Effective Date of Plan. The effective date of this Plan shall be the
date of adoption by the Board of Directors. If the Plan is subject to the
approval of the stockholders under paragraph (e) below, upon such approval it
shall be effective as of the date of adoption by the Board of Directors. The
Committee may grant Awards under the Plan prior to any such required shareholder
approval, and any such Awards which are of a type that require shareholder
approval shall become effective as of the date of grant upon receipt of such
(e) Stockholder Approval. The adoption of this Plan, or any amendment
hereto, shall be subject to approval by stockholders only to the extent required
by (i) the Code, (ii) the rules under Section 16 of the Exchange Act, (iii)
rules of any stock exchange or over-the-counter stock market, or (iv) as
otherwise required by law. Any such approval shall be obtained within the time
required by such law or rule. Any stockholder approval of this Plan or any
amendment so required shall mean the affirmative vote of at least a majority of
the shares of capital stock present and entitled to vote at a duly held meeting
of stockholders, unless a greater vote is required by state corporation law or
the law or rule requiring stockholder approval, in which case such greater
requirement shall apply.
(f) Amendment of Plan. The Board of Directors of the Company may at any
time, and from time to time, amend, suspend or terminate this Plan in whole or
in part; provided, however, that the Board of Directors may not modify the Plan
in a manner requiring the approval of stockholders under paragraph (e) above
unless such approval is obtained to the extent required.
(g) Term of Plan. This Plan shall terminate ten years from the date of
adoption by the Board of Directors, and no Award shall be granted under this
Plan thereafter, but such termination shall not affect the validity of Awards
granted prior to the date of termination.