ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On February 11, 2009, the Board of Directors of Brooks Automation, Inc. (the "Company") approved an amendment ("the Amendment") to the employment agreement entered into between the Company and Robert J. Lepofsky on September 30, 2007 (as amended, the "Agreement"). The Amendment, which is effective as of January 1, 2009, (i) extends the termination date of the Agreement from September 30, 2009 to December 31, 2010, (ii) adds Mr. Lepofsky's Termination Date (as defined in the Agreement) as an additional measurement date for purposes of vesting of Mr. Lepofsky's Performance-Based Equity Award and
(iii) makes certain clarifying changes for purposes of Internal Revenue Code
Section 409A. In addition, on February 11, 2009 the Board of Directors of the Company accepted Mr. Lepofsky's offer to reduce temporarily his base salary from an annual rate of $650,000 to an annual rate of $550,000, effective as of February 11, 2009, for the balance of the fiscal year ending September 30, 2009.