UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 2, 2010
BROOKS AUTOMATION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
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| 0-25434
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04-3040660 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 15 Elizabeth Drive, Chelmsford, MA
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01824 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (978) 262-2400.
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Brooks Automation, Inc. (“Brooks” or the “Company”) and Stephen S. Schwartz entered into a
revised employment agreement (the “Agreement”) on December 2, 2010, modifying an earlier agreement entered into effective April 5, 2010. Dr. Schwartz has been
employed since April 5, 2010 as the Company’s President, and effective October 1, 2010 he also
assumed the position of Chief Executive Officer, and the Agreement
was made effective as of October 1, 2010. The Agreement provides that Dr. Schwartz will
receive a base salary of $575,000 and is eligible to participate in the Company’s Performance Based
Variable Compensation (PBVC) program. Dr. Schwartz’s achievement of his target performance goals
would result in a payment of 100% of his base salary, with potential payouts ranging from 0% to
200% of his base salary based upon actual performance. If the Company is required to prepare an
accounting restatement due to its material noncompliance, as the result of misconduct or gross
negligence of Dr. Schwartz, with any financial reporting requirement under federal securities laws,
Dr. Schwartz will be required to forfeit or repay to the Company any cash incentive compensation
paid during the year prior to the deficient filing, any gain from the sale of the Company’s
securities during that period and all equity awards he holds.
Pursuant
to the Agreement, Dr. Schwartz received a grant of 150,000
shares of restricted common stock on December 2, 2010 that vests
in one-third installments on each of the first three anniversaries of the grant. He is eligible to
receive additional equity compensation awards under the terms of the Company’s Long Term Incentive
Plan (LTIP). Under the most recent implementation of the LTIP, 50% of shares issued subject to the
Plan are subject to time-based vesting of 33 1/3% per year for three years, and 50% are subject to
performance-based vesting, with vesting subject to the achievement of longer-term (3 year) metrics
at September 30, 2012, which is the end of fiscal year 2012. Future implementation of the LTIP
could establish different vesting schedules, as determined by the Human Resources and Compensation
Committee of the Board of Directors and the Board of Directors.
Dr. Schwartz
is eligible to participate in all employee welfare and benefit plans
normally offered to other senior executives of the Company. The Company will also continue to pay
Dr. Schwartz a relocation benefit up to the maximum amount of $200,000, subject to potential
repayment in whole or in part should his employment conclude within two years.
If Dr. Schwartz’s employment is terminated due to his death or long-term disability, Brooks
will pay to Dr. Schwartz (or his estate) the unpaid portion of his then current base salary earned
though the termination of employment and a pro-rata portion of any unpaid performance-based
variable compensation for the fiscal year that includes the date of termination of employment and
any earned but unpaid performance-based variable compensation for the completed fiscal year
immediately preceding the date of termination of employment.
If Dr. Schwartz’s employment is terminated by Brooks without cause or if Dr. Schwartz resigns
for good reason, then Brooks shall pay him the unpaid portion of his then current base salary
earned through the termination date, any earned but unpaid management bonus for the completed
fiscal year immediately preceding termination of his employment and a pro-rata portion of his
annual management bonus for the completed portion of the current annual pay period. Provided
Dr. Schwartz is in compliance with and has complied with the Agreement and the Employee
Nonsolicitation and Proprietary Information Agreement described below, Brooks shall pay him as
severance one year’s current base salary in biweekly payments for one year. If, during that year,
Dr. Schwartz has not found a full time comparable executive position with another employer, the
Company will extend the bi-weekly payment on a month-to-month basis until the earlier to occur of
(i) one additional year elapses or (ii) the date Dr. Schwartz secures full-time employment. Any
such payments by the Company will be offset by income earned from employment or consulting
arrangements with any other person or business entity. During the severance period, Dr. Schwartz
will also be eligible to continue his participation in the Company’s medical, dental and vision
plans, and the Company will continue to pay the employer portion of the costs of such plans.
“Cause” is defined to include Dr. Schwartz’s willful failure or refusal to perform the duties
pertaining to his job, engagement in conduct that is fraudulent, dishonest, unlawful or otherwise
in violation of our standards of conduct or a material breach of the Agreement or related
agreements. “Good reason” is defined to include diminution of Dr. Schwartz’s responsibility or
position, the Company’s breach of the Agreement or relocation of Dr. Schwartz.
In connection with the Agreement, Brooks and Dr. Schwartz also entered into an Employee Nonsolicitation and Proprietary Information Agreement (the “Proprietary
Information
Agreement”). The Proprietary
Information Agreement, together with terms set forth in the Agreement, prohibit Dr. Schwartz from
disclosing or using for his own benefit any proprietary information of the Company, including
business, financial, customer-related, trade secrets and other intellectual property.