0000912057-01-537507.txt : 20011107 0000912057-01-537507.hdr.sgml : 20011107 ACCESSION NUMBER: 0000912057-01-537507 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 11 FILED AS OF DATE: 20011102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRI AUTOMATION INC CENTRAL INDEX KEY: 0000927362 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 042495703 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 805 MIDDLESEX TURNPIKE CITY: BILLERICA STATE: MA ZIP: 01821 BUSINESS PHONE: 9786704270 MAIL ADDRESS: STREET 1: 805 MIDDLESEX TURNPIKE CITY: BILLERICA STATE: MA ZIP: 01821 FORMER COMPANY: FORMER CONFORMED NAME: PRECISION ROBOTS INC DATE OF NAME CHANGE: 19940722 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BROOKS AUTOMATION INC CENTRAL INDEX KEY: 0000933974 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 043040660 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45079 FILM NUMBER: 1773974 BUSINESS ADDRESS: STREET 1: 15 ELIZABETH DR CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 9782622400 MAIL ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSBORO STATE: MA ZIP: 01824 SC 13D 1 a2062376zsc13d.txt SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) BROOKS AUTOMATION, INC. ------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK ------------------------------------------------------------------------------- (Title of Class of Securities) 11434A-10-0 ------------------------------------------------------------------------------- (CUSIP Number) MITCHELL G. TYSON PRESIDENT AND CHIEF EXECUTIVE OFFICER PRI AUTOMATION, INC. 805 MIDDLESEX TURNPIKE BILLERICA, MA 01821 (978) 670-4270 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) OCTOBER 23, 2001 ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. |_| SCHEDULE 13D ------------------------------------------------------------------------------- CUSIP NO. 11434A-10-0 PAGES 2 OF 10 PAGES ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) PRI AUTOMATION, INC. IRS EMPLOYER IDENTIFICATION NO.: 04-2495703 ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / NOT APPLICABLE (b) / / ------------------------------------------------------------------------------- 3 SEC USE ONLY ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS NOT APPLICABLE ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) NOT APPLICABLE ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION MASSACHUSETTS ------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------------------------- 8 SHARED VOTING POWER (1) 1,296,949 --------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (1) 1,296,949 ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / NOT APPLICABLE ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (1) (2) 6.45% ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ------------------------------------------------------------------------------- (1) The Reporting Person disclaims beneficial ownership of such shares, and this statement shall not be construed as an admission that the Reporting Person is the beneficial owner of any securities covered by this statement. (2) Percentage based upon the 19,904,968 shares of Brooks Automation, Inc. outstanding on October 19, 2001. ------------------------------------------------------------------------------- CUSIP NO. 11434A-10-0 PAGE 3 OF 10 PAGES ------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER This statement relates to shares of common stock of Brooks Automation, Inc. ("Brooks"). The principal executive office of Brooks is located at 15 Elizabeth Drive, Chelmsford, Massachusetts, 01824. ITEM 2. IDENTITY AND BACKGROUND (a)-(c) This statement is filed by PRI Automation, Inc., a Massachusetts and (f) corporation ("PRI") PRI has its principal place of business and principal office at 805 Middlesex Turnpike, Billerica, Massachusetts, 01821. PRI provides advanced automation systems and software to the semiconductor industry. Attached hereto as Appendix A is information required by this Item 2 with respect to the executive officers and directors of PRI. All such individuals are U.S. citizens. (d)-(e) During the last five years, neither PRI, nor to PRI's knowledge, any executive officer or director of PRI, has been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining him, her or it, as the case may be, from future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION In connection with the Agreement and Plan of Merger dated as of October 23, 2001 by and among PRI, Brooks and Pontiac Acquisition Corp., a Delaware corporation ("Merger Sub") and wholly owned subsidiary of Brooks (the "Merger Agreement," filed as Exhibit 99.A to this Schedule 13D), the directors and certain executive officers of Brooks holding in the aggregate approximately 6.45% of the common stock of Brooks (including for such purpose shares of common stock issuable upon exercise of outstanding options to purchase common stock that are exercisable within sixty days of the date of the voting agreements) (collectively, the "Proxy Grantors"), entered into voting agreements with PRI attached hereto as Exhibits 99.B through 99.K (the "Voting Agreements"), whereby each Proxy Grantor agreed with PRI to vote in favor of the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement and granted to PRI an irrevocable proxy for the term of the Merger Agreement to vote such Proxy Grantor's shares in favor of the Merger Agreement, the merger and the other transactions contemplated by the Merger Agreement. Capitalized terms used in this Schedule 13D but not otherwise defined herein have the meanings ascribed to them in the Merger Agreement and Voting Agreements. ------------------------------------------------------------------------------- CUSIP NO. 11434A-10-0 PAGE 4 OF 10 PAGES ------------------------------------------------------------------------------- ITEM 4. PURPOSE OF THE TRANSACTION (a)-(c), (e) Brooks, PRI and Merger Sub have entered into the Merger and (j) Agreement, pursuant to which each outstanding share of PRI common stock will be converted automatically into the right to receive 0.52 shares of Brooks common stock. The Merger Agreement provides that Merger Sub will be merged with and into PRI (the "Merger"). Following the Merger, PRI will continue as the surviving corporation (the "Surviving Corporation") and become a wholly owned subsidiary of Brooks, and the separate corporate existence of Merger Sub will cease. Immediately after the Merger, the former holders of PRI common stock will own approximately 39% of Brooks' equity on a fully-diluted basis, based on securities outstanding as of October 19, 2001. The foregoing summary of certain provisions of the Merger Agreement is qualified in its entirety by reference to the text of the Merger Agreement. Except as described in the Merger Agreement and this Item 4, PRI does not have any present plans or proposals that would relate to or result in (i) the acquisition by any person of additional securities of Brooks or the disposition of securities of Brooks; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving Brooks or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of Brooks or any of its subsidiaries; (iv) any change in the Board of Directors of Brooks (the "Brooks Board") or management of Brooks; (v) any material change in the present capitalization or dividend policy of Brooks; (vi) any other material change in Brooks' business or corporate structure; (vii) changes in the charter or bylaws or other actions that might impede the acquisition of control of Brooks by any person; (viii) causing a class of securities of Brooks to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of Brooks becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any action similar to the foregoing. (d) The Merger Agreement provides that promptly following the effective time of the Merger Brooks will increase the size of its board of directors to seven directors and will appoint as directors Mitchell G. Tyson, the President and Chief Executive Officer of PRI, and one other designee of PRI. If either person is unable or unwilling at the effective time to serve as a director of Brooks, Brooks will appoint another designee of PRI in place of that person. (e) Pursuant to the Merger Agreement, Brooks and PRI have generally agreed that, before the consummation of the Merger, neither party shall declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock. ------------------------------------------------------------------------------- CUSIP NO. 11434A-10-0 PAGE 5 OF 10 PAGES ------------------------------------------------------------------------------- (f) It is expected that, immediately following the Merger, the business operations of PRI will be conducted by the Surviving Corporation substantially as they are currently being conducted. Upon completion of the Merger, Brooks intends to conduct a detailed review of PRI and its assets, corporate structure, capitalization, operations, policies, management and personnel. After such review, Brooks will determine what actions or changes, if any, would be desirable in light of the circumstances that then exist. (g) Not applicable. (h) Not applicable. (i) Not applicable. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a)-(c) As a result of PRI's obtaining an irrevocable proxy with respect to the shares owned by the Proxy Grantors pursuant to the Voting Agreements as described herein, PRI may be deemed to have shared voting power with respect to, and therefore to own beneficially, an aggregate of 1,296,949 shares (including 214,425 shares subject to options exercisable by the Proxy Grantors within 60 days of October 23, 2001), representing approximately 6.45% of the shares of common stock of Brooks outstanding on October 19, 2001 (based on Brooks' representation of its capitalization in the Merger Agreement). PRI disclaims beneficial ownership of such shares, and this statement shall not be construed as an admission that PRI is, for any or all purposes, the beneficial owner of such shares. (d) Until the effective time of the Merger, each Proxy Grantor will retain the right to receive dividends in respect of, and the proceeds from the sale of, the shares of such Proxy Grantor, subject to certain restrictions on transferability imposed under the Voting Agreements. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER In connection with the Merger Agreement, PRI and the Proxy Grantors have entered into the Voting Agreements. The following summary of certain provisions of the Voting Agreements is qualified in its entirety by reference to the text of the Voting Agreements as attached as Exhibits 99.B through 99.K. Pursuant to the Voting Agreements, each Proxy Grantor has agreed to vote any Brooks common stock with respect to which the Proxy Grantor has voting power ------------------------------------------------------------------------------- CUSIP NO. 11434A-10-0 PAGE 6 OF 10 PAGES ------------------------------------------------------------------------------- ("Proxy Shares") to approve and adopt the Merger Agreement, the Merger and all agreements and actions related to the Merger at every meeting of the stockholders of Brooks, and at every adjournment thereof, at which such Merger Agreement and other related agreements (or any amended version thereof), or such other related actions, are submitted for the consideration and vote of the stockholders of Brooks. Each Proxy Grantor has further agreed not to vote any Proxy Shares in favor of the approval of any (i) reorganization, recapitalization, liquidation or winding up of Brooks or any other extraordinary transaction involving Brooks, (ii) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement, or (iii) other matter relating to, or in connection with, any of the foregoing matters. Each Proxy Grantor agreed that, during the term of the Voting Agreements, he or she would not, without the prior written consent of PRI, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Proxy Shares, or (ii) sell, assign, transfer, encumber or otherwise dispose of, or solicit the sale, assignment, transfer, encumbrance or other disposition of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Proxy Shares; PROVIDED HOWEVER, that each Proxy Grantor may assign or transfer any Proxy Shares for estate planning or charitable purposes to any person who shall have executed and delivered to PRI, prior to such assignment or transfer, a voting agreement substantially identical to the original Voting Agreement with respect to the Proxy Shares to be received by such person in such assignment or transfer. Each Proxy Grantor agreed to notify PRI promptly and to provide all details required by PRI if he or she is approached or solicited, directly or indirectly, by any person with respect to any Proxy Shares held by such Proxy Grantor. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 99.A(*) Agreement and Plan of Merger dated as of October 23, 2001, by and among Brooks Automation, Inc., PRI Automation, Inc. and Pontiac Acquisition Corp. Exhibit 99.B Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc. and Juergen Giessmann Exhibit 99.C Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc. and Lynda M. Avallone Exhibit 99.D Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc. and Charles McKenna
------------------------------------------------------------------------------- CUSIP NO. 11434A-10-0 PAGE 7 OF 10 PAGES ------------------------------------------------------------------------------- Exhibit 99.E Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc. and Ellen B. Richstone Exhibit 99.F Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc. and Michael W. Pippins Exhibit 99.G Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc. and Steven E. Hebert Exhibit 99.H Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc. and Robert J. Therrien Exhibit 99.I Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc. and Amin J. Khoury Exhibit 99.J Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc. and Jeff Cassis Exhibit 99.K Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc. and Joseph R. Martin
------------------------- (*) Incorporated by reference to the Form 8-K of PRI as filed with the Securities and Exchange Commission on October 26, 2001. ------------------------------------------------------------------------------- CUSIP NO. 11434A-10-0 PAGE 8 OF 10 PAGES ------------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct. Date: November 2, 2001 PRI AUTOMATION, INC. By: /s/ Cosmo S. Trapani ------------------------------------- Cosmo S. Trapani Treasurer and Chief Financial Officer ------------------------------------------------------------------------------- CUSIP NO. 11434A-10-0 PAGE 9 OF 10 PAGES ------------------------------------------------------------------------------- EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION Exhibit 99.A (*) Agreement and Plan of Merger dated as of October 23, 2001, by and among Brooks Automation, Inc., PRI Automation, Inc. and Pontiac Acquisition Corp. Exhibit 99.B Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc. and Juergen Giessmann Exhibit 99.C Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc. and Lynda M. Avallone Exhibit 99.D Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc. and Charles McKenna Exhibit 99.E Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc. and Ellen B. Richstone Exhibit 99.F Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc. and Michael W. Pippins Exhibit 99.G Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc. and Steven E. Hebert Exhibit 99.H Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc. and Robert J. Therrien Exhibit 99.I Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc. and Amin J. Khoury Exhibit 99.J Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc. and Jeff Cassis Exhibit 99.K Voting Agreement dated as of October 23, 2001 by and among PRI Automation, Inc. and Joseph R. Martin
--------------------- (*) Incorporated by reference to the Form 8-K of PRI as filed with the Securities and Exchange Commission on October 26, 2001. ------------------------------------------------------------------------------- CUSIP NO. 11434A-10-0 PAGE 10 OF 10 PAGES ------------------------------------------------------------------------------- SCHEDULE 13D APPENDIX A DIRECTORS AND EXECUTIVE OFFICERS OF PRI The following table sets forth the name and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such occupation or employment is conducted of each director and executive officer of PRI. Unless otherwise indicated, the business address of each such person is c/o PRI Automation, Inc., 805 Middlesex Turnpike, Billerica, MA, 01821.
DIRECTORS PRESENT PRINCIPAL OCCUPATION Mordechai Wiesler Chairman of the Board, PRI Automation, Inc. Mitchell G. Tyson President, Chief Executive Officer and Director, PRI Automation, Inc. Amram Rasiel Private Investor Boruch B. Frusztajer President, BBF Corporation 275 Wyman Street, Suite 150 Waltham, Massachusetts 02451 Alexander V. d'Arbeloff Chairman, MIT Corporation Building 5-205 77 Massachusetts Avenue Cambridge, Massachusetts 02139 Kenneth M. Thompson President, Chief Executive Officer and Director, 911 Bern Court, Suite 110 AvantCom Network, Inc. San Jose, California 95112 EXECUTIVE OFFICERS PRESENT EMPLOYMENT Mitchell G. Tyson President, Chief Executive Officer and Director Cosmo S. Trapani Chief Financial Officer Robert de Neve Vice President and General Manager, OEM Systems Division Brad Lawrence Vice President and General Manager, Automation Systems Division
EX-99.B 3 a2062376zex-99_b.txt EXHIBIT 99.B Exhibit 99.B VOTING AGREEMENT VOTING AGREEMENT (the "Agreement"), dated as of October 23, 2001, between Juergen Giessmann ("Stockholder"), who is a security holder of Brooks Automation, Inc., a Delaware corporation ("Brooks"), and PRI Automation Inc. Corporation, a Massachusetts corporation ("PRI"). WHEREAS, concurrently with the execution of this Agreement, PRI, Brooks and Pontiac Acquisition Corp, a Massachusetts corporation and wholly owned subsidiary of Brooks ("Merger Sub"), have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the "Merger Agreement"), providing for the merger of Merger Sub with and into PRI, wherein PRI will be the surviving corporation and become a wholly owned subsidiary of Brooks (the "Merger") pursuant to the terms and conditions of the Merger Agreement or a comparable transaction; WHEREAS, Stockholder owns of record and beneficially the number of outstanding shares of capital stock of Brooks set forth as "Owned Shares" on SCHEDULE A and has voting power over such additional number of outstanding shares of capital stock of Brooks, if any, set forth as "Controlled Shares" on SCHEDULE A (collectively, the Owned Shares and the Controlled Shares are referred to as the "Shares"), and wishes to enter into this Agreement with respect to all of such Shares and any additional shares hereafter acquired; and WHEREAS, in order to induce PRI to enter into the Merger Agreement, Stockholder has agreed, upon the terms and subject to the conditions set forth herein, to vote the Shares and any additional shares hereafter acquired, and to grant an irrevocable proxy to PRI to vote the Shares and any additional shares hereafter acquired, at every meeting of Brooks' stockholders in favor of approval and adoption of the Merger Agreement, the Merger and all agreements and actions related to the Merger; NOW THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. AGREEMENT TO VOTE SHARES. Stockholder agrees during the term of this Agreement to vote all the Shares and any other capital stock that Stockholder becomes entitled to vote, whether through contract, purchase, exercise of an option or otherwise ("Additional Shares") to approve and adopt the Merger Agreement, the Merger and all agreements and actions related to the Merger at every meeting of the stockholders of Brooks, and at every adjournment thereof, at which such Merger Agreement and other related agreements (or any amended version thereof), or such other related actions, are submitted for the consideration and vote of the stockholders of Brooks. Stockholder hereby agrees that Stockholder will not vote any Shares or Additional Shares in favor of the approval of any (i) reorganization, recapitalization, liquidation or winding up of Brooks or any other extraordinary transaction involving Brooks, (ii) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement, or (iii) other matter relating to, or in connection with, any of the foregoing matters. Voting Agreement Execution Copy 2. IRREVOCABLE PROXY. Stockholder hereby revokes any and all previous proxies granted with respect to the Shares and/or any Additional Shares. Stockholder hereby grants a proxy appointing PRI as Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in Stockholder's name, to vote, express consent or dissent, or otherwise to utilize such voting power in such manner and upon such matters as PRI or its proxy or substitute shall, in PRI's sole discretion, deem proper with respect to the Shares and the Additional Shares. Simultaneously with the execution and delivery of this Agreement, Stockholder is delivering to PRI a proxy in the form of Annex A hereto. The proxy granted by Stockholder pursuant to this Section 2 is irrevocable to the extent permitted by Delaware law, is coupled with an interest and is granted in consideration of PRI's entering into the Merger Agreement and incurring certain related fees and expenses, and in consideration of and reliance upon certain other Brooks stockholder's entering into agreements substantially similar to this Agreement. The proxy hereby granted by Stockholder shall terminate in accordance with Section 9. 3. VALID TITLE. Stockholder is the sole, true, lawful record and beneficial owner of the Owned Shares, and there are no restrictions on Stockholder's voting rights with respect thereto or contractual restrictions on Stockholder's rights of disposition with respect thereto. None of the Owned Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Owned Shares. Stockholder has the sole right to vote the shares, if any, listed as Controlled Shares on SCHEDULE A hereto. 4. NON-CONTRAVENTION. Stockholder represents that the execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby (i) are within Stockholder's power and have been duly authorized by all necessary action (including any approval or other action by or with any other person), (ii) require no action by or in respect of, or filing with, any governmental body, agency, official or authority (except as may be required under the Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act") or by Regulation 13D-G under the Securities Exchange Act of 1934), (iii) do not and will not violate any statute, rule or regulation applicable to Stockholder (except that the pre-merger notification requirements of the HSR Act may apply), or any injunction, order or decree binding on Stockholder, and (iv) will not result in the imposition of any lien on any Shares or Additional Shares. 5. BINDING. Stockholder represents that this Agreement has been duly executed and delivered by Stockholder and is the valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform this Agreement. 6. NO PROXIES FOR OR ENCUMBRANCES ON STOCKHOLDER'S SHARES. Except as provided in this Agreement, Stockholder agrees that Stockholder shall not, during the term of this Agreement, without the prior written consent of PRI, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Voting Agreement 2 Execution Copy Shares or Additional Shares or (ii) sell, assign, transfer, encumber or otherwise dispose of, or solicit the sale, assignment, transfer, encumbrance or other disposition of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Shares or Additional Shares; PROVIDED, HOWEVER, that Stockholder may assign or transfer any Shares or Additional Shares for estate planning or charitable purposes to any person who shall have executed and delivered to PRI prior to such assignment or transfer a voting agreement substantially identical to this Agreement with respect to any Shares and Additional Shares to be received by such person in such assignment or transfer. Stockholder agrees to notify PRI promptly and to provide all details required by PRI if Stockholder shall be approached or solicited, directly or indirectly, by any person with respect to any of the foregoing. 7. CONDUCT OF STOCKHOLDERS. Stockholder agrees that Stockholder will not (i) take, or commit to take, any action that would make any representation and warranty of Stockholder hereunder inaccurate in any respect as of any time prior to the termination of this Agreement or (ii) omit, or commit to omit, to take any reasonable action that is within Stockholder's power without undue expense and that is necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time. 8. SPECIFIC PERFORMANCE. Stockholder acknowledges that it will be impossible to measure in money the damage to PRI if Stockholder fails to comply with the obligations imposed by this Agreement, and that, in the event of any such failure, PRI will not have an adequate remedy at law or in damages. Accordingly, Stockholder agrees that injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy for any such failure, and will not oppose the granting of such relief on the basis that PRI has an adequate remedy at law or in damages. Stockholder agrees that Stockholder will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with PRI's seeking or obtaining such equitable relief. 9. TERM OF AGREEMENT; TERMINATION. Subject to Section 13(e), the term of this Agreement shall commence on the date hereof and such term, this Agreement and the proxy(ies) granted in and pursuant to Section 2 hereof shall terminate upon the earlier to occur of(i) the Effective Time (as defined in the Merger Agreement), and (ii) the date on which the Merger Agreement is terminated in accordance with its terms. Upon such termination, no party shall have any further obligations or liabilities hereunder; PROVIDED, that such termination shall not relieve any party from liability for any breach of this Agreement prior to such termination. 10. FURTHER ASSURANCES. Except as otherwise provided in the Merger Agreement, Stockholder will execute and deliver or cause to be executed and delivered such further documents and instruments and use Stockholder's best efforts to take such further actions as may be reasonably necessary in order to consummate the transactions contemplated hereby or to enable PRI and any assignee to exercise and enjoy all voting rights of Stockholder with respect to the Shares and any Additional Shares. Voting Agreement 3 Execution Copy 11. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by the parties hereto. No waiver of any provision hereof by any party shall be deemed a waiver of any other provision hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. 12. NOTICES. All notices, requests, claims, demands or other communications hereunder shall be in writing and shall be deemed given when delivered personally, upon receipt of a transmission confirmation if sent by facsimile or like transmission (with confirmation) and on the next business day when sent by Federal Express, Express mail or other reputable overnight courier service to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to PRI: PRI Automation, Inc. 840 Middlesex Turnpike Billerica, MA 01821 Attention: President Fax: (978) 671-9430 With a copy to: Foley, Hoag & Eliot LLP One Post Office Square Boston, MA 02109 Attention: Robert W. Sweet, Jr., Esq. Fax: (617) 832-7000 If to Stockholder: Juergen Giessmann -------------------- -------------------- Fax: ---------------- With a copy to Brooks: Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 Attention: Ellen B. Richstone Fax: (978) 262-2511 Voting Agreement 4 Execution Copy and a copy to: Brown Rudnick Freed & Gesmer One Financial Center Boston, MA 02111 Attention: David H. Murphree, Esq. Fax: (617) 856-8201 13. MISCELLANEOUS. (a) This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Delaware, without regard to its principles of conflicts of laws. Each of the parties hereby: (a) irrevocably submits to the jurisdiction of the Courts of the Commonwealth of Massachusetts and the federal courts of the United States of America located in the Commonwealth of Massachusetts solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby; (b) waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to such jurisdiction or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be interpreted or enforced in or by such courts; and (c) irrevocably agrees that all claims with respect to such action, suit or proceeding shall be heard and determined in such courts. Each party hereto hereby consents to and grants any such court's jurisdiction over the person of such party and over the subject matter of such dispute and agrees that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 12, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. (b) If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid or unenforceable by a court of competent jurisdiction, such provision or application shall be unenforceable only to the extent of such invalidity or unenforceability, and the remainder of the provisions not held invalid or unenforceable and the application of such provisions to persons or circumstances other than the party as to which it is held invalid, and the remainder of this Agreement, shall not be affected. (c) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (d) All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom. (e) The obligations of Stockholder set forth in this Agreement shall not be effective or binding upon Stockholder until after such time as the Merger Agreement is executed and delivered by PRI, Brooks and Merger Sub, and the parties agree that there is not and has not been Voting Agreement 5 Execution Copy any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein. [Signature page follows] Voting Agreement 6 Execution Copy IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. PRI AUTOMATION, INC. By: /s/ Cosmo S. Trapani -------------------------------------------- Name: Cosmo S. Trapani Title: Treasurer and Chief Financial Officer STOCKHOLDER Name: /s/ Juergen Giessmann ------------------------------------------ Juergen Giessmann Voting Agreement 7 Execution Copy Annex A PROXY The undersigned, for consideration received, hereby appoints PRI Corporation, a Massachusetts corporation ("PRI"), its proxy, with full power of substitution, to vote all shares of capital stock owned or later aquired by the undersigned, and all shares that the undersigned is or becomes entitled to vote pursuant to contract, trust, deed or otherwise, at any meeting of stockholders of Brooks Corporation, a Delaware corporation ("Brooks"), and at any adjournment thereof, to be held for the purpose of voting upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of October 23, 2001 (the "Merger Agreement"), by and among PRI, Brooks and Pontiac Acquisition Corp., a Massachusetts corporation ("Merger Sub"), the Merger (as defined in the Merger Agreement) and all agreements and actions related to the Merger FOR such proposal. This proxy is subject to the terms of the Voting Agreement dated as of October 23, 2001 between the undersigned and PRI, a copy of which is attached hereto (the "Voting Agreement"), is coupled with an interest, revokes all prior proxies granted by the undersigned with respect to such shares, is irrevocable and shall terminate and be of no further force or effect automatically at such time as the Voting Agreement terminates in accordance with its terms. Dated: October 23, 2001 STOCKHOLDER /s/ Juergen Giessmann -------------------------------- Signature Voting Agreement 8 Execution Copy SCHEDULE A
NAME AND ADDRESS OF STOCKHOLDER OWNED SHARES CONTROLLED SHARES Juergen Giessmann 0
Voting Agreement 9 Execution Copy EX-99.C 4 a2062376zex-99_c.txt EXHIBIT 99.C Exhibit 99.C VOTING AGREEMENT VOTING AGREEMENT (the "Agreement"), dated as of October 23, 2001, between Lynda M. Avallone ("Stockholder"), who is a security holder of Brooks Automation, Inc., a Delaware corporation ("Brooks"), and PRI Automation Inc. Corporation, a Massachusetts corporation ("PRI"). WHEREAS, concurrently with the execution of this Agreement, PRI, Brooks and Pontiac Acquisition Corp, a Massachusetts corporation and wholly owned subsidiary of Brooks ("Merger Sub"), have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the "Merger Agreement"), providing for the merger of Merger Sub with and into PRI, wherein PRI will be the surviving corporation and become a wholly owned subsidiary of Brooks (the "Merger") pursuant to the terms and conditions of the Merger Agreement or a comparable transaction; WHEREAS, Stockholder owns of record and beneficially the number of outstanding shares of capital stock of Brooks set forth as "Owned Shares" on SCHEDULE A and has voting power over such additional number of outstanding shares of capital stock of Brooks, if any, set forth as "Controlled Shares" on SCHEDULE A (collectively, the Owned Shares and the Controlled Shares are referred to as the "Shares"), and wishes to enter into this Agreement with respect to all of such Shares and any additional shares hereafter acquired; and WHEREAS, in order to induce PRI to enter into the Merger Agreement, Stockholder has agreed, upon the terms and subject to the conditions set forth herein, to vote the Shares and any additional shares hereafter acquired, and to grant an irrevocable proxy to PRI to vote the Shares and any additional shares hereafter acquired, at every meeting of Brooks' stockholders in favor of approval and adoption of the Merger Agreement, the Merger and all agreements and actions related to the Merger; NOW THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. AGREEMENT TO VOTE SHARES. Stockholder agrees during the term of this Agreement to vote all the Shares and any other capital stock that Stockholder becomes entitled to vote, whether through contract, purchase, exercise of an option or otherwise ("Additional Shares") to approve and adopt the Merger Agreement, the Merger and all agreements and actions related to the Merger at every meeting of the stockholders of Brooks, and at every adjournment thereof, at which such Merger Agreement and other related agreements (or any amended version thereof), or such other related actions, are submitted for the consideration and vote of the stockholders of Brooks. Stockholder hereby agrees that Stockholder will not vote any Shares or Additional Shares in favor of the approval of any (i) reorganization, recapitalization, liquidation or winding up of Brooks or any other extraordinary transaction involving Brooks, (ii) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement, or (iii) other matter relating to, or in connection with, any of the foregoing matters. Voting Agreement Execution Copy 2. IRREVOCABLE PROXY. Stockholder hereby revokes any and all previous proxies granted with respect to the Shares and/or any Additional Shares. Stockholder hereby grants a proxy appointing PRI as Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in Stockholder's name, to vote, express consent or dissent, or otherwise to utilize such voting power in such manner and upon such matters as PRI or its proxy or substitute shall, in PRI's sole discretion, deem proper with respect to the Shares and the Additional Shares. Simultaneously with the execution and delivery of this Agreement, Stockholder is delivering to PRI a proxy in the form of Annex A hereto. The proxy granted by Stockholder pursuant to this Section 2 is irrevocable to the extent permitted by Delaware law, is coupled with an interest and is granted in consideration of PRI's entering into the Merger Agreement and incurring certain related fees and expenses, and in consideration of and reliance upon certain other Brooks stockholder's entering into agreements substantially similar to this Agreement. The proxy hereby granted by Stockholder shall terminate in accordance with Section 9. 3. VALID TITLE. Stockholder is the sole, true, lawful record and beneficial owner of the Owned Shares, and there are no restrictions on Stockholder's voting rights with respect thereto or contractual restrictions on Stockholder's rights of disposition with respect thereto. None of the Owned Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Owned Shares. Stockholder has the sole right to vote the shares, if any, listed as Controlled Shares on SCHEDULE A hereto. 4. NON-CONTRAVENTION. Stockholder represents that the execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby (i) are within Stockholder's power and have been duly authorized by all necessary action (including any approval or other action by or with any other person), (ii) require no action by or in respect of, or filing with, any governmental body, agency, official or authority (except as may be required under the Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act") or by Regulation 13D-G under the Securities Exchange Act of 1934), (iii) do not and will not violate any statute, rule or regulation applicable to Stockholder (except that the pre-merger notification requirements of the HSR Act may apply), or any injunction, order or decree binding on Stockholder, and (iv) will not result in the imposition of any lien on any Shares or Additional Shares. 5. BINDING. Stockholder represents that this Agreement has been duly executed and delivered by Stockholder and is the valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform this Agreement. 6. NO PROXIES FOR OR ENCUMBRANCES ON STOCKHOLDER'S SHARES. Except as provided in this Agreement, Stockholder agrees that Stockholder shall not, during the term of this Agreement, without the prior written consent of PRI, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Voting Agreement 2 Execution Copy Shares or Additional Shares or (ii) sell, assign, transfer, encumber or otherwise dispose of, or solicit the sale, assignment, transfer, encumbrance or other disposition of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Shares or Additional Shares; PROVIDED, HOWEVER, that Stockholder may assign or transfer any Shares or Additional Shares for estate planning or charitable purposes to any person who shall have executed and delivered to PRI prior to such assignment or transfer a voting agreement substantially identical to this Agreement with respect to any Shares and Additional Shares to be received by such person in such assignment or transfer. Stockholder agrees to notify PRI promptly and to provide all details required by PRI if Stockholder shall be approached or solicited, directly or indirectly, by any person with respect to any of the foregoing. 7. CONDUCT OF STOCKHOLDERS. Stockholder agrees that Stockholder will not (i) take, or commit to take, any action that would make any representation and warranty of Stockholder hereunder inaccurate in any respect as of any time prior to the termination of this Agreement or (ii) omit, or commit to omit, to take any reasonable action that is within Stockholder's power without undue expense and that is necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time. 8. SPECIFIC PERFORMANCE. Stockholder acknowledges that it will be impossible to measure in money the damage to PRI if Stockholder fails to comply with the obligations imposed by this Agreement, and that, in the event of any such failure, PRI will not have an adequate remedy at law or in damages. Accordingly, Stockholder agrees that injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy for any such failure, and will not oppose the granting of such relief on the basis that PRI has an adequate remedy at law or in damages. Stockholder agrees that Stockholder will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with PRI's seeking or obtaining such equitable relief. 9. TERM OF AGREEMENT; TERMINATION. Subject to Section 13(e), the term of this Agreement shall commence on the date hereof and such term, this Agreement and the proxy(ies) granted in and pursuant to Section 2 hereof shall terminate upon the earlier to occur of (i) the Effective Time (as defined in the Merger Agreement), and (ii) the date on which the Merger Agreement is terminated in accordance with its terms. Upon such termination, no party shall have any further obligations or liabilities hereunder; PROVIDED, that such termination shall not relieve any party from liability for any breach of this Agreement prior to such termination. 10. FURTHER ASSURANCES. Except as otherwise provided in the Merger Agreement, Stockholder will execute and deliver or cause to be executed and delivered such further documents and instruments and use Stockholder's best efforts to take such further actions as may be reasonably necessary in order to consummate the transactions contemplated hereby or to enable PRI and any assignee to exercise and enjoy all voting rights of Stockholder with respect to the Shares and any Additional Shares. Voting Agreement 3 Execution Copy 11. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by the parties hereto. No waiver of any provision hereof by any party shall be deemed a waiver of any other provision hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. 12. NOTICES. All notices, requests, claims, demands or other communications hereunder shall be in writing and shall be deemed given when delivered personally, upon receipt of a transmission confirmation if sent by facsimile or like transmission (with confirmation) and on the next business day when sent by Federal Express, Express mail or other reputable overnight courier service to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to PRI: PRI Automation, Inc. 840 Middlesex Turnpike Billerica, MA 01821 Attention: President Fax: (978) 671-9430 With a copy to: Foley, Hoag & Eliot LLP One Post Office Square Boston, MA 02109 Attention: Robert W. Sweet, Jr., Esq. Fax: (617) 832-7000 If to Stockholder: Lynda M. Avallone 26 Cannon Forge Drive Foxboro, MA 02035 Fax: (508) 543-4873 With a copy to Brooks: Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 Attention: Ellen B. Richstone Fax: (978) 262-2511 Voting Agreement 4 Execution Copy and a copy to: Brown Rudnick Freed & Gesmer One Financial Center Boston, MA 02111 Attention: David H. Murphree, Esq. Fax: (617) 856-8201 13. MISCELLANEOUS. (a) This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Delaware, without regard to its principles of conflicts of laws. Each of the parties hereby: (a) irrevocably submits to the jurisdiction of the Courts of the Commonwealth of Massachusetts and the federal courts of the United States of America located in the Commonwealth of Massachusetts solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby; (b) waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to such jurisdiction or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be interpreted or enforced in or by such courts; and (c) irrevocably agrees that all claims with respect to such action, suit or proceeding shall be heard and determined in such courts. Each party hereto hereby consents to and grants any such court's jurisdiction over the person of such party and over the subject matter of such dispute and agrees that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 12, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. (b) If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid or unenforceable by a court of competent jurisdiction, such provision or application shall be unenforceable only to the extent of such invalidity or unenforceability, and the remainder of the provisions not held invalid or unenforceable and the application of such provisions to persons or circumstances other than the party as to which it is held invalid, and the remainder of this Agreement, shall not be affected. (c) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (d) All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom. (e) The obligations of Stockholder set forth in this Agreement shall not be effective or binding upon Stockholder until after such time as the Merger Agreement is executed and delivered by PRI, Brooks and Merger Sub, and the parties agree that there is not and has not been Voting Agreement 5 Execution Copy any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein. [Signature page follows] Voting Agreement 6 Execution Copy IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. PRI AUTOMATION, INC. By: /s/ Cosmo S. Trapani -------------------------------------------- Name: Cosmo S. Trapani Title: Treasurer and Chief Financial Officer STOCKHOLDER Name: /s/ Lynda M. Avallone ------------------------------------------ Lynda M. Avallone Voting Agreement 7 Execution Copy Annex A PROXY The undersigned, for consideration received, hereby appoints PRI Corporation, a Massachusetts corporation ("PRI"), its proxy, with full power of substitution, to vote all shares of capital stock owned or later acquired by the undersigned, and all shares that the undersigned is or becomes entitled to vote pursuant to contract, trust, deed or otherwise, at any meeting of stockholders of Brooks Corporation, a Delaware corporation ("Brooks"), and at any adjournment thereof, to be held for the purpose of voting upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of October 23, 2001 (the "Merger Agreement"), by and among PRI, Brooks and Pontiac Acquisition Corp., a Massachusetts corporation ("Merger Sub"), the Merger (as defined in the Merger Agreement) and all agreements and actions related to the Merger FOR such proposal. This proxy is subject to the terms of the Voting Agreement dated as of October 23, 2001 between the undersigned and PRI, a copy of which is attached hereto (the "Voting Agreement"), is coupled with an interest, revokes all prior proxies granted by the undersigned with respect to such shares, is irrevocable and shall terminate and be of no further force or effect automatically at such time as the Voting Agreement terminates in accordance with its terms. Dated: October 23, 2001 STOCKHOLDER /s/ Lynda M. Avallone --------------------------- Signature Voting Agreement 8 Execution Copy SCHEDULE A
-------------------------------------------------------------------------------- NAME AND ADDRESS OF STOCKHOLDER OWNED SHARES CONTROLLED SHARES ------------------------------- ------------ ----------------- -------------------------------------------------------------------------------- Lynda M. Avallone 7,158 26 Cannon Forge Drive Foxboro, MA 02035
Voting Agreement 9 Execution Copy EX-99.D 5 a2062376zex-99_d.txt EXHIBIT 99.D Exhibit 99.D VOTING AGREEMENT VOTING AGREEMENT (the "Agreement"), dated as of October 23, 2001, between Charles McKenna ("Stockholder"), who is a security holder of Brooks Automation, Inc., a Delaware corporation ("Brooks"), and PRI Automation Inc. Corporation, a Massachusetts corporation ("PRI"). WHEREAS, concurrently with the execution of this Agreement, PRI, Brooks and Pontiac Acquisition Corp, a Massachusetts corporation and wholly owned subsidiary of Brooks ("Merger Sub"), have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the "Merger Agreement"), providing for the merger of Merger Sub with and into PRI, wherein PRI will be the surviving corporation and become a wholly owned subsidiary of Brooks (the "Merger") pursuant to the terms and conditions of the Merger Agreement or a comparable transaction; WHEREAS, Stockholder owns of record and beneficially the number of outstanding shares of capital stock of Brooks set forth as "Owned Shares" on SCHEDULE A and has voting power over such additional number of outstanding shares of capital stock of Brooks, if any, set forth as "Controlled Shares" on SCHEDULE A (collectively, the Owned Shares and the Controlled Shares are referred to as the "Shares"), and wishes to enter into this Agreement with respect to all of such Shares and any additional shares hereafter acquired; and WHEREAS, in order to induce PRI to enter into the Merger Agreement, Stockholder has agreed, upon the terms and subject to the conditions set forth herein, to vote the Shares and any additional shares hereafter acquired, and to grant an irrevocable proxy to PRI to vote the Shares and any additional shares hereafter acquired, at every meeting of Brooks' stockholders in favor of approval and adoption of the Merger Agreement, the Merger and all agreements and actions related to the Merger; NOW THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. AGREEMENT TO VOTE SHARES. Stockholder agrees during the term of this Agreement to vote all the Shares and any other capital stock that Stockholder becomes entitled to vote, whether through contract, purchase, exercise of an option or otherwise ("Additional Shares") to approve and adopt the Merger Agreement, the Merger and all agreements and actions related to the Merger at every meeting of the stockholders of Brooks, and at every adjournment thereof, at which such Merger Agreement and other related agreements (or any amended version thereof), or such other related actions, are submitted for the consideration and vote of the stockholders of Brooks. Stockholder hereby agrees that Stockholder will not vote any Shares or Additional Shares in favor of the approval of any (i) reorganization, recapitalization, liquidation or winding up of Brooks or any other extraordinary transaction involving Brooks, (ii) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement, or (iii) other matter relating to, or in connection with, any of the foregoing matters. Voting Agreement Execution Copy 2. IRREVOCABLE PROXY. Stockholder hereby revokes any and all previous proxies granted with respect to the Shares and/or any Additional Shares. Stockholder hereby grants a proxy appointing PRI as Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in Stockholder's name, to vote, express consent or dissent, or otherwise to utilize such voting power in such manner and upon such matters as PRI or its proxy or substitute shall, in PRI's sole discretion, deem proper with respect to the Shares and the Additional Shares. Simultaneously with the execution and delivery of this Agreement, Stockholder is delivering to PRI a proxy in the form of Annex A hereto. The proxy granted by Stockholder pursuant to this Section 2 is irrevocable to the extent permitted by Delaware law, is coupled with an interest and is granted in consideration of PRI's entering into the Merger Agreement and incurring certain related fees and expenses, and in consideration of and reliance upon certain other Brooks stockholder's entering into agreements substantially similar to this Agreement. The proxy hereby granted by Stockholder shall terminate in accordance with Section 9. 3. VALID TITLE. Stockholder is the sole, true, lawful record and beneficial owner of the Owned Shares, and there are no restrictions on Stockholder's voting rights with respect thereto or contractual restrictions on Stockholder's rights of disposition with respect thereto. None of the Owned Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Owned Shares. Stockholder has the sole right to vote the shares, if any, listed as Controlled Shares on SCHEDULE A hereto. 4. NON-CONTRAVENTION. Stockholder represents that the execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby (i) are within Stockholder's power and have been duly authorized by all necessary action (including any approval or other action by or with any other person), (ii) require no action by or in respect of, or filing with, any governmental body, agency, official or authority (except as may be required under the Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act") or by Regulation 13D-G under the Securities Exchange Act of 1934), (iii) do not and will not violate any statute, rule or regulation applicable to Stockholder (except that the pre-merger notification requirements of the HSR Act may apply), or any injunction, order or decree binding on Stockholder, and (iv) will not result in the imposition of any lien on any Shares or Additional Shares. 5. BINDING. Stockholder represents that this Agreement has been duly executed and delivered by Stockholder and is the valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform this Agreement. 6. NO PROXIES FOR OR ENCUMBRANCES ON STOCKHOLDER'S SHARES. Except as provided in this Agreement, Stockholder agrees that Stockholder shall not, during the term of this Agreement, without the prior written consent of PRI, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Voting Agreement 2 Execution Copy Shares or Additional Shares or (ii) sell, assign, transfer, encumber or otherwise dispose of, or solicit the sale, assignment, transfer, encumbrance or other disposition of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Shares or Additional Shares; PROVIDED, HOWEVER, that Stockholder may assign or transfer any Shares or Additional Shares for estate planning or charitable purposes to any person who shall have executed and delivered to PRI prior to such assignment or transfer a voting agreement substantially identical to this Agreement with respect to any Shares and Additional Shares to be received by such person in such assignment or transfer. Stockholder agrees to notify PRI promptly and to provide all details required by PRI if Stockholder shall be approached or solicited, directly or indirectly, by any person with respect to any of the foregoing. 7. CONDUCT OF STOCKHOLDERS. Stockholder agrees that Stockholder will not (i) take, or commit to take, any action that would make any representation and warranty of Stockholder hereunder inaccurate in any respect as of any time prior to the termination of this Agreement or (ii) omit, or commit to omit, to take any reasonable action that is within Stockholder's power without undue expense and that is necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time. 8. SPECIFIC PERFORMANCE. Stockholder acknowledges that it will be impossible to measure in money the damage to PRI if Stockholder fails to comply with the obligations imposed by this Agreement, and that, in the event of any such failure, PRI will not have an adequate remedy at law or in damages. Accordingly, Stockholder agrees that injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy for any such failure, and will not oppose the granting of such relief on the basis that PRI has an adequate remedy at law or in damages. Stockholder agrees that Stockholder will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with PRI's seeking or obtaining such equitable relief. 9. TERM OF AGREEMENT; TERMINATION. Subject to Section 13(e), the term of this Agreement shall commence on the date hereof and such term, this Agreement and the proxy(ies) granted in and pursuant to Section 2 hereof shall terminate upon the earlier to occur of (i) the Effective Time (as defined in the Merger Agreement), and (ii) the date on which the Merger Agreement is terminated in accordance with its terms. Upon such termination, no party shall have any further obligations or liabilities hereunder; PROVIDED, that such termination shall not relieve any party from liability for any breach of this Agreement prior to such termination. 10. FURTHER ASSURANCES. Except as otherwise provided in the Merger Agreement, Stockholder will execute and deliver or cause to be executed and delivered such further documents and instruments and use Stockholder's best efforts to take such further actions as may be reasonably necessary in order to consummate the transactions contemplated hereby or to enable PRI and any assignee to exercise and enjoy all voting rights of Stockholder with respect to the Shares and any Additional Shares. Voting Agreement 3 Execution Copy 11. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by the parties hereto. No waiver of any provision hereof by any party shall be deemed a waiver of any other provision hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. 12. NOTICES. All notices, requests, claims, demands or other communications hereunder shall be in writing and shall be deemed given when delivered personally, upon receipt of a transmission confirmation if sent by facsimile or like transmission (with confirmation) and on the next business day when sent by Federal Express, Express mail or other reputable overnight courier service to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to PRI: PRI Automation, Inc. 840 Middlesex Turnpike Billerica, MA 01821 Attention: President Fax: (978) 671-9430 With a copy to: Foley, Hoag & Eliot LLP One Post Office Square Boston, MA 02109 Attention: Robert W. Sweet, Jr., Esq. Fax: (617) 832-7000 If to Stockholder: Charles McKenna 55 Herrick Road Boxford, MA 01921 Fax: ______________ With a copy to Brooks: Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 Attention: Ellen B. Richstone Fax: (978) 262-2511 Voting Agreement 4 Execution Copy and a copy to: Brown Rudnick Freed & Gesmer One Financial Center Boston, MA 02111 Attention: David H. Murphree, Esq. Fax: (617) 856-8201 13. MISCELLANEOUS. (a) This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Delaware, without regard to its principles of conflicts of laws. Each of the parties hereby: (a) irrevocably submits to the jurisdiction of the Courts of the Commonwealth of Massachusetts and the federal courts of the United States of America located in the Commonwealth of Massachusetts solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby; (b) waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to such jurisdiction or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be interpreted or enforced in or by such courts; and (c) irrevocably agrees that all claims with respect to such action, suit or proceeding shall be heard and determined in such courts. Each party hereto hereby consents to and grants any such court's jurisdiction over the person of such party and over the subject matter of such dispute and agrees that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 12, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. (b) If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid or unenforceable by a court of competent jurisdiction, such provision or application shall be unenforceable only to the extent of such invalidity or unenforceability, and the remainder of the provisions not held invalid or unenforceable and the application of such provisions to persons or circumstances other than the party as to which it is held invalid, and the remainder of this Agreement, shall not be affected. (c) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (d) All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom. (e) The obligations of Stockholder set forth in this Agreement shall not be effective or binding upon Stockholder until after such time as the Merger Agreement is executed and delivered by PRI, Brooks and Merger Sub, and the parties agree that there is not and has not been Voting Agreement 5 Execution Copy any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein. [Signature page follows] Voting Agreement 6 Execution Copy IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. PRI AUTOMATION, INC. By: /s/ Cosmo S. Trapani -------------------------------------------- Name: Cosmo S. Trapani Title: Treasurer and Chief Financial Officer STOCKHOLDER Name: /s/ Charles McKenna ------------------------------------------ Charles McKenna Voting Agreement 7 Execution Copy Annex A PROXY The undersigned, for consideration received, hereby appoints PRI Corporation, a Massachusetts corporation ("PRI"), its proxy, with full power of substitution, to vote all shares of capital stock owned or later acquired by the undersigned, and all shares that the undersigned is or becomes entitled to vote pursuant to contract, trust, deed or otherwise, at any meeting of stockholders of Brooks Corporation, a Delaware corporation ("Brooks"), and at any adjournment thereof, to be held for the purpose of voting upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of October 23, 2001 (the "Merger Agreement"), by and among PRI, Brooks and Pontiac Acquisition Corp., a Massachusetts corporation ("Merger Sub"), the Merger (as defined in the Merger Agreement) and all agreements and actions related to the Merger FOR such proposal. This proxy is subject to the terms of the Voting Agreement dated as of October 23, 2001 between the undersigned and PRI, a copy of which is attached hereto (the "Voting Agreement"), is coupled with an interest, revokes all prior proxies granted by the undersigned with respect to such shares, is irrevocable and shall terminate and be of no further force or effect automatically at such time as the Voting Agreement terminates in accordance with its terms. Dated: October 23, 2001 STOCKHOLDER /s/ Charles McKenna ------------------------------- Signature Voting Agreement 8 Execution Copy SCHEDULE A
NAME AND ADDRESS OF STOCKHOLDER OWNED SHARES CONTROLLED SHARES ------------------------------- ------------ ----------------- Charles McKenna 561 55 Herrick Road Boxford, MA 01921
Voting Agreement 9 Execution Copy EX-99.E 6 a2062376zex-99_e.txt EXHIBIT 99.E Exhibit 99.E VOTING AGREEMENT VOTING AGREEMENT (the "Agreement"), dated as of October 23, 2001, between Ellen B. Richstone ("Stockholder"), who is a security holder of Brooks Automation, Inc., a Delaware corporation ("Brooks"), and PRI Automation Inc. Corporation, a Massachusetts corporation ("PRI"). WHEREAS, concurrently with the execution of this Agreement, PRI, Brooks and Pontiac Acquisition Corp, a Massachusetts corporation and wholly owned subsidiary of Brooks ("Merger Sub"), have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the "Merger Agreement"), providing for the merger of Merger Sub with and into PRI, wherein PRI will be the surviving corporation and become a wholly owned subsidiary of Brooks (the "Merger") pursuant to the terms and conditions of the Merger Agreement or a comparable transaction; WHEREAS, Stockholder owns of record and beneficially the number of outstanding shares of capital stock of Brooks set forth as "Owned Shares" on SCHEDULE A and has voting power over such additional number of outstanding shares of capital stock of Brooks, if any, set forth as "Controlled Shares" on SCHEDULE A (collectively, the Owned Shares and the Controlled Shares are referred to as the "Shares"), and wishes to enter into this Agreement with respect to all of such Shares and any additional shares hereafter acquired; and WHEREAS, in order to induce PRI to enter into the Merger Agreement, Stockholder has agreed, upon the terms and subject to the conditions set forth herein, to vote the Shares and any additional shares hereafter acquired, and to grant an irrevocable proxy to PRI to vote the Shares and any additional shares hereafter acquired, at every meeting of Brooks' stockholders in favor of approval and adoption of the Merger Agreement, the Merger and all agreements and actions related to the Merger; NOW THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. AGREEMENT TO VOTE SHARES. Stockholder agrees during the term of this Agreement to vote all the Shares and any other capital stock that Stockholder becomes entitled to vote, whether through contract, purchase, exercise of an option or otherwise ("Additional Shares") to approve and adopt the Merger Agreement, the Merger and all agreements and actions related to the Merger at every meeting of the stockholders of Brooks, and at every adjournment thereof, at which such Merger Agreement and other related agreements (or any amended version thereof), or such other related actions, are submitted for the consideration and vote of the stockholders of Brooks. Stockholder hereby agrees that Stockholder will not vote any Shares or Additional Shares in favor of the approval of any (i) reorganization, recapitalization, liquidation or winding up of Brooks or any other extraordinary transaction involving Brooks, (ii) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement, or (iii) other matter relating to, or in connection with, any of the foregoing matters. Voting Agreement Execution Copy 2. IRREVOCABLE PROXY. Stockholder hereby revokes any and all previous proxies granted with respect to the Shares and/or any Additional Shares. Stockholder hereby grants a proxy appointing PRI as Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in Stockholder's name, to vote, express consent or dissent, or otherwise to utilize such voting power in such manner and upon such matters as PRI or its proxy or substitute shall, in PRI's sole discretion, deem proper with respect to the Shares and the Additional Shares. Simultaneously with the execution and delivery of this Agreement, Stockholder is delivering to PRI a proxy in the form of Annex A hereto. The proxy granted by Stockholder pursuant to this Section 2 is irrevocable to the extent permitted by Delaware law, is coupled with an interest and is granted in consideration of PRI's entering into the Merger Agreement and incurring certain related fees and expenses, and in consideration of and reliance upon certain other Brooks stockholder's entering into agreements substantially similar to this Agreement. The proxy hereby granted by Stockholder shall terminate in accordance with Section 9. 3. VALID TITLE. Stockholder is the sole, true, lawful record and beneficial owner of the Owned Shares, and there are no restrictions on Stockholder's voting rights with respect thereto or contractual restrictions on Stockholder's rights of disposition with respect thereto. None of the Owned Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Owned Shares. Stockholder has the sole right to vote the shares, if any, listed as Controlled Shares on SCHEDULE A hereto. 4. NON-CONTRAVENTION. Stockholder represents that the execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby (i) are within Stockholder's power and have been duly authorized by all necessary action (including any approval or other action by or with any other person), (ii) require no action by or in respect of, or filing with, any governmental body, agency, official or authority (except as may be required under the Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act") or by Regulation 13D-G under the Securities Exchange Act of 1934), (iii) do not and will not violate any statute, rule or regulation applicable to Stockholder (except that the pre-merger notification requirements of the HSR Act may apply), or any injunction, order or decree binding on Stockholder, and (iv) will not result in the imposition of any lien on any Shares or Additional Shares. 5. BINDING. Stockholder represents that this Agreement has been duly executed and delivered by Stockholder and is the valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform this Agreement. 6. NO PROXIES FOR OR ENCUMBRANCES ON STOCKHOLDER'S SHARES. Except as provided in this Agreement, Stockholder agrees that Stockholder shall not, during the term of this Agreement, without the prior written consent of PRI, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Voting Agreement 2 Execution Copy Shares or Additional Shares or (ii) sell, assign, transfer, encumber or otherwise dispose of, or solicit the sale, assignment, transfer, encumbrance or other disposition of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Shares or Additional Shares; PROVIDED, HOWEVER, that Stockholder may assign or transfer any Shares or Additional Shares for estate planning or charitable purposes to any person who shall have executed and delivered to PRI prior to such assignment or transfer a voting agreement substantially identical to this Agreement with respect to any Shares and Additional Shares to be received by such person in such assignment or transfer. Stockholder agrees to notify PRI promptly and to provide all details required by PRI if Stockholder shall be approached or solicited, directly or indirectly, by any person with respect to any of the foregoing. 7. CONDUCT OF STOCKHOLDERS. Stockholder agrees that Stockholder will not (i) take, or commit to take, any action that would make any representation and warranty of Stockholder hereunder inaccurate in any respect as of any time prior to the termination of this Agreement or (ii) omit, or commit to omit, to take any reasonable action that is within Stockholder's power without undue expense and that is necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time. 8. SPECIFIC PERFORMANCE. Stockholder acknowledges that it will be impossible to measure in money the damage to PRI if Stockholder fails to comply with the obligations imposed by this Agreement, and that, in the event of any such failure, PRI will not have an adequate remedy at law or in damages. Accordingly, Stockholder agrees that injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy for any such failure, and will not oppose the granting of such relief on the basis that PRI has an adequate remedy at law or in damages. Stockholder agrees that Stockholder will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with PRI's seeking or obtaining such equitable relief. 9. TERM OF AGREEMENT; TERMINATION. Subject to Section 13(e), the term of this Agreement shall commence on the date hereof and such term, this Agreement and the proxy(ies) granted in and pursuant to Section 2 hereof shall terminate upon the earlier to occur of (i) the Effective Time (as defined in the Merger Agreement), and (ii) the date on which the Merger Agreement is terminated in accordance with its terms. Upon such termination, no party shall have any further obligations or liabilities hereunder; PROVIDED, that such termination shall not relieve any party from liability for any breach of this Agreement prior to such termination. 10. FURTHER ASSURANCES. Except as otherwise provided in the Merger Agreement, Stockholder will execute and deliver or cause to be executed and delivered such further documents and instruments and use Stockholder's best efforts to take such further actions as may be reasonably necessary in order to consummate the transactions contemplated hereby or to enable PRI and any assignee to exercise and enjoy all voting rights of Stockholder with respect to the Shares and any Additional Shares. Voting Agreement 3 Execution Copy 11. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by the parties hereto. No waiver of any provision hereof by any party shall be deemed a waiver of any other provision hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. 12. NOTICES. All notices, requests, claims, demands or other communications hereunder shall be in writing and shall be deemed given when delivered personally, upon receipt of a transmission confirmation if sent by facsimile or like transmission (with confirmation) and on the next business day when sent by Federal Express, Express mail or other reputable overnight courier service to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to PRI: PRI Automation, Inc. 840 Middlesex Turnpike Billerica, MA 01821 Attention: President Fax: (978) 671-9430 With a copy to: Foley, Hoag & Eliot LLP One Post Office Square Boston, MA 02109 Attention: Robert W. Sweet, Jr., Esq. Fax: (617) 832-7000 If to Stockholder: Ellen B. Richstone 67 Bullard Road Weston, MA 02493 Fax: (781) 431-7326 With a copy to Brooks: Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 Attention: Ellen B. Richstone Fax: (978) 262-2511 Voting Agreement 4 Execution Copy and a copy to: Brown Rudnick Freed & Gesmer One Financial Center Boston, MA 02111 Attention: David H. Murphree, Esq. Fax: (617) 856-8201 13. MISCELLANEOUS. (a) This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Delaware, without regard to its principles of conflicts of laws. Each of the parties hereby: (a) irrevocably submits to the jurisdiction of the Courts of the Commonwealth of Massachusetts and the federal courts of the United States of America located in the Commonwealth of Massachusetts solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby; (b) waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to such jurisdiction or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be interpreted or enforced in or by such courts; and (c) irrevocably agrees that all claims with respect to such action, suit or proceeding shall be heard and determined in such courts. Each party hereto hereby consents to and grants any such court's jurisdiction over the person of such party and over the subject matter of such dispute and agrees that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 12, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. (b) If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid or unenforceable by a court of competent jurisdiction, such provision or application shall be unenforceable only to the extent of such invalidity or unenforceability, and the remainder of the provisions not held invalid or unenforceable and the application of such provisions to persons or circumstances other than the party as to which it is held invalid, and the remainder of this Agreement, shall not be affected. (c) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (d) All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom. (e) The obligations of Stockholder set forth in this Agreement shall not be effective or binding upon Stockholder until after such time as the Merger Agreement is executed and delivered by PRI, Brooks and Merger Sub, and the parties agree that there is not and has not been Voting Agreement 5 Execution Copy any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein. [Signature page follows] Voting Agreement 6 Execution Copy IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. PRI AUTOMATION, INC. By: /s/ Cosmo S. Trapani -------------------------------------------- Name: Cosmo S. Trapani Title: Treasurer and Chief Financial Officer STOCKHOLDER Name: /s/ Ellen B. Richstone ------------------------------------------ Ellen B. Richstone Voting Agreement 7 Execution Copy Annex A PROXY The undersigned, for consideration received, hereby appoints PRI Corporation, a Massachusetts corporation ("PRI"), its proxy, with full power of substitution, to vote all shares of capital stock owned or later acquired by the undersigned, and all shares that the undersigned is or becomes entitled to vote pursuant to contract, trust, deed or otherwise, at any meeting of stockholders of Brooks Corporation, a Delaware corporation ("Brooks"), and at any adjournment thereof, to be held for the purpose of voting upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of October 23, 2001 (the "Merger Agreement"), by and among PRI, Brooks and Pontiac Acquisition Corp., a Massachusetts corporation ("Merger Sub"), the Merger (as defined in the Merger Agreement) and all agreements and actions related to the Merger FOR such proposal. This proxy is subject to the terms of the Voting Agreement dated as of October 23, 2001 between the undersigned and PRI, a copy of which is attached hereto (the "Voting Agreement"), is coupled with an interest, revokes all prior proxies granted by the undersigned with respect to such shares, is irrevocable and shall terminate and be of no further force or effect automatically at such time as the Voting Agreement terminates in accordance with its terms. Dated: October 23, 2001 STOCKHOLDER /s/ Ellen B. Richstone ---------------------------- Signature Voting Agreement 8 Execution Copy SCHEDULE A
NAME AND ADDRESS OF STOCKHOLDER OWNED SHARES CONTROLLED SHARES ------------------------------- ------------ ----------------- Ellen B. Richstone 8,567 67 Bullard Road Weston, MA 02493
Voting Agreement 9 Execution Copy EX-99.F 7 a2062376zex-99_f.txt EXHIBIT 99.F Exhibit 99.F VOTING AGREEMENT VOTING AGREEMENT (the "Agreement"), dated as of October 23, 2001, between Michael W. Pippins ("Stockholder"), who is a security holder of Brooks Automation, Inc., a Delaware corporation ("Brooks"), and PRI Automation Inc. Corporation, a Massachusetts corporation ("PRI"). WHEREAS, concurrently with the execution of this Agreement, PRI, Brooks and Pontiac Acquisition Corp, a Massachusetts corporation and wholly owned subsidiary of Brooks ("Merger Sub"), have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the "Merger Agreement"), providing for the merger of Merger Sub with and into PRI, wherein PRI will be the surviving corporation and become a wholly owned subsidiary of Brooks (the "Merger") pursuant to the terms and conditions of the Merger Agreement or a comparable transaction; WHEREAS, Stockholder owns of record and beneficially the number of outstanding shares of capital stock of Brooks set forth as "Owned Shares" on SCHEDULE A and has voting power over such additional number of outstanding shares of capital stock of Brooks, if any, set forth as "Controlled Shares" on SCHEDULE A (collectively, the Owned Shares and the Controlled Shares are referred to as the "Shares"), and wishes to enter into this Agreement with respect to all of such Shares and any additional shares hereafter acquired; and WHEREAS, in order to induce PRI to enter into the Merger Agreement, Stockholder has agreed, upon the terms and subject to the conditions set forth herein, to vote the Shares and any additional shares hereafter acquired, and to grant an irrevocable proxy to PRI to vote the Shares and any additional shares hereafter acquired, at every meeting of Brooks' stockholders in favor of approval and adoption of the Merger Agreement, the Merger and all agreements and actions related to the Merger; NOW THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. AGREEMENT TO VOTE SHARES. Stockholder agrees during the term of this Agreement to vote all the Shares and any other capital stock that Stockholder becomes entitled to vote, whether through contract, purchase, exercise of an option or otherwise ("Additional Shares") to approve and adopt the Merger Agreement, the Merger and all agreements and actions related to the Merger at every meeting of the stockholders of Brooks, and at every adjournment thereof, at which such Merger Agreement and other related agreements (or any amended version thereof), or such other related actions, are submitted for the consideration and vote of the stockholders of Brooks. Stockholder hereby agrees that Stockholder will not vote any Shares or Additional Shares in favor of the approval of any (i) reorganization, recapitalization, liquidation or winding up of Brooks or any other extraordinary transaction involving Brooks, (ii) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement, or (iii) other matter relating to, or in connection with, any of the foregoing matters. Voting Agreement Execution Copy 2. IRREVOCABLE PROXY. Stockholder hereby revokes any and all previous proxies granted with respect to the Shares and/or any Additional Shares. Stockholder hereby grants a proxy appointing PRI as Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in Stockholder's name, to vote, express consent or dissent, or otherwise to utilize such voting power in such manner and upon such matters as PRI or its proxy or substitute shall, in PRI's sole discretion, deem proper with respect to the Shares and the Additional Shares. Simultaneously with the execution and delivery of this Agreement, Stockholder is delivering to PRI a proxy in the form of Annex A hereto. The proxy granted by Stockholder pursuant to this Section 2 is irrevocable to the extent permitted by Delaware law, is coupled with an interest and is granted in consideration of PRI's entering into the Merger Agreement and incurring certain related fees and expenses, and in consideration of and reliance upon certain other Brooks stockholder's entering into agreements substantially similar to this Agreement. The proxy hereby granted by Stockholder shall terminate in accordance with Section 9. 3. VALID TITLE. Stockholder is the sole, true, lawful record and beneficial owner of the Owned Shares, and there are no restrictions on Stockholder's voting rights with respect thereto or contractual restrictions on Stockholder's rights of disposition with respect thereto. None of the Owned Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Owned Shares. Stockholder has the sole right to vote the shares, if any, listed as Controlled Shares on SCHEDULE A hereto. 4. NON-CONTRAVENTION. Stockholder represents that the execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby (i) are within Stockholder's power and have been duly authorized by all necessary action (including any approval or other action by or with any other person), (ii) require no action by or in respect of, or filing with, any governmental body, agency, official or authority (except as may be required under the Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act") or by Regulation 13D-G under the Securities Exchange Act of 1934), (iii) do not and will not violate any statute, rule or regulation applicable to Stockholder (except that the pre-merger notification requirements of the HSR Act may apply), or any injunction, order or decree binding on Stockholder, and (iv) will not result in the imposition of any lien on any Shares or Additional Shares. 5. BINDING. Stockholder represents that this Agreement has been duly executed and delivered by Stockholder and is the valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform this Agreement. 6. NO PROXIES FOR OR ENCUMBRANCES ON STOCKHOLDER'S SHARES. Except as provided in this Agreement, Stockholder agrees that Stockholder shall not, during the term of this Agreement, without the prior written consent of PRI, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Voting Agreement 2 Execution Copy Shares or Additional Shares or (ii) sell, assign, transfer, encumber or otherwise dispose of, or solicit the sale, assignment, transfer, encumbrance or other disposition of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Shares or Additional Shares; PROVIDED, HOWEVER, that Stockholder may assign or transfer any Shares or Additional Shares for estate planning or charitable purposes to any person who shall have executed and delivered to PRI prior to such assignment or transfer a voting agreement substantially identical to this Agreement with respect to any Shares and Additional Shares to be received by such person in such assignment or transfer. Stockholder agrees to notify PRI promptly and to provide all details required by PRI if Stockholder shall be approached or solicited, directly or indirectly, by any person with respect to any of the foregoing. 7. CONDUCT OF STOCKHOLDERS. Stockholder agrees that Stockholder will not (i) take, or commit to take, any action that would make any representation and warranty of Stockholder hereunder inaccurate in any respect as of any time prior to the termination of this Agreement or (ii) omit, or commit to omit, to take any reasonable action that is within Stockholder's power without undue expense and that is necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time. 8. SPECIFIC PERFORMANCE. Stockholder acknowledges that it will be impossible to measure in money the damage to PRI if Stockholder fails to comply with the obligations imposed by this Agreement, and that, in the event of any such failure, PRI will not have an adequate remedy at law or in damages. Accordingly, Stockholder agrees that injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy for any such failure, and will not oppose the granting of such relief on the basis that PRI has an adequate remedy at law or in damages. Stockholder agrees that Stockholder will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with PRI's seeking or obtaining such equitable relief. 9. TERM OF AGREEMENT; TERMINATION. Subject to Section 13(e), the term of this Agreement shall commence on the date hereof and such term, this Agreement and the proxy(ies) granted in and pursuant to Section 2 hereof shall terminate upon the earlier to occur of (i) the Effective Time (as defined in the Merger Agreement), and (ii) the date on which the Merger Agreement is terminated in accordance with its terms. Upon such termination, no party shall have any further obligations or liabilities hereunder; PROVIDED, that such termination shall not relieve any party from liability for any breach of this Agreement prior to such termination. 10. FURTHER ASSURANCES. Except as otherwise provided in the Merger Agreement, Stockholder will execute and deliver or cause to be executed and delivered such further documents and instruments and use Stockholder's best efforts to take such further actions as may be reasonably necessary in order to consummate the transactions contemplated hereby or to enable PRI and any assignee to exercise and enjoy all voting rights of Stockholder with respect to the Shares and any Additional Shares. Voting Agreement 3 Execution Copy 11. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by the parties hereto. No waiver of any provision hereof by any party shall be deemed a waiver of any other provision hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. 12. NOTICES. All notices, requests, claims, demands or other communications hereunder shall be in writing and shall be deemed given when delivered personally, upon receipt of a transmission confirmation if sent by facsimile or like transmission (with confirmation) and on the next business day when sent by Federal Express, Express mail or other reputable overnight courier service to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to PRI: PRI Automation, Inc. 840 Middlesex Turnpike Billerica, MA 01821 Attention: President Fax: (978) 671-9430 With a copy to: Foley, Hoag & Eliot LLP One Post Office Square Boston, MA 02109 Attention: Robert W. Sweet, Jr., Esq. Fax: (617) 832-7000 If to Stockholder: Michael W. Pippins 8 Gail Avenue Hamilton, MA 01936 Fax: __________________ With a copy to Brooks: Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 Attention: Ellen B. Richstone Fax: (978) 262-2511 Voting Agreement 4 Execution Copy and a copy to: Brown Rudnick Freed & Gesmer One Financial Center Boston, MA 02111 Attention: David H. Murphree, Esq. Fax: (617) 856-8201 13. MISCELLANEOUS. (a) This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Delaware, without regard to its principles of conflicts of laws. Each of the parties hereby: (a) irrevocably submits to the jurisdiction of the Courts of the Commonwealth of Massachusetts and the federal courts of the United States of America located in the Commonwealth of Massachusetts solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby; (b) waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to such jurisdiction or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be interpreted or enforced in or by such courts; and (c) irrevocably agrees that all claims with respect to such action, suit or proceeding shall be heard and determined in such courts. Each party hereto hereby consents to and grants any such court's jurisdiction over the person of such party and over the subject matter of such dispute and agrees that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 12, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. (b) If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid or unenforceable by a court of competent jurisdiction, such provision or application shall be unenforceable only to the extent of such invalidity or unenforceability, and the remainder of the provisions not held invalid or unenforceable and the application of such provisions to persons or circumstances other than the party as to which it is held invalid, and the remainder of this Agreement, shall not be affected. (c) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (d) All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom. (e) The obligations of Stockholder set forth in this Agreement shall not be effective or binding upon Stockholder until after such time as the Merger Agreement is executed and delivered by PRI, Brooks and Merger Sub, and the parties agree that there is not and has not been Voting Agreement 5 Execution Copy any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein. [Signature page follows] Voting Agreement 6 Execution Copy IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. PRI AUTOMATION, INC. By: /s/ Cosmo S. Trapani -------------------------------------------- Name: Cosmo S. Trapani Title: Treasurer and Chief Financial Officer STOCKHOLDER Name: /s/ Michael W. Pippins ------------------------------------------ Michael W. Pippins Voting Agreement 7 Execution Copy Annex A PROXY The undersigned, for consideration received, hereby appoints PRI Corporation, a Massachusetts corporation ("PRI"), its proxy, with full power of substitution, to vote all shares of capital stock owned or later acquired by the undersigned, and all shares that the undersigned is or becomes entitled to vote pursuant to contract, trust, deed or otherwise, at any meeting of stockholders of Brooks Corporation, a Delaware corporation ("Brooks"), and at any adjournment thereof, to be held for the purpose of voting upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of October 23, 2001 (the "Merger Agreement"), by and among PRI, Brooks and Pontiac Acquisition Corp., a Massachusetts corporation ("Merger Sub"), the Merger (as defined in the Merger Agreement) and all agreements and actions related to the Merger FOR such proposal. This proxy is subject to the terms of the Voting Agreement dated as of October 23, 2001 between the undersigned and PRI, a copy of which is attached hereto (the "Voting Agreement"), is coupled with an interest, revokes all prior proxies granted by the undersigned with respect to such shares, is irrevocable and shall terminate and be of no further force or effect automatically at such time as the Voting Agreement terminates in accordance with its terms. Dated: October 23, 2001 STOCKHOLDER /s/ Michael W. Pippins --------------------------- Signature Voting Agreement 8 Execution Copy SCHEDULE A
NAME AND ADDRESS OF STOCKHOLDER OWNED SHARES CONTROLLED SHARES ------------------------------- ------------ ----------------- Michael W. Pippins 40,815 8 Gail Avenue Hamilton, MA 01936
Voting Agreement 9 Execution Copy EX-99.G 8 a2062376zex-99_g.txt EXHIBIT 99.G Exhibit 99.G VOTING AGREEMENT VOTING AGREEMENT (the "Agreement"), dated as of October 23, 2001, between Steven E. Hebert ("Stockholder"), who is a security holder of Brooks Automation, Inc., a Delaware corporation ("Brooks"), and PRI Automation Inc. Corporation, a Massachusetts corporation ("PRI"). WHEREAS, concurrently with the execution of this Agreement, PRI, Brooks and Pontiac Acquisition Corp., a Massachusetts corporation and wholly owned subsidiary of Brooks ("Merger Sub"), have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the "Merger Agreement"), providing for the merger of Merger Sub with and into PRI, wherein PRI will be the surviving corporation and become a wholly owned subsidiary of Brooks (the "Merger") pursuant to the terms and conditions of the Merger Agreement or a comparable transaction; WHEREAS, Stockholder owns of record and beneficially the number of outstanding shares of capital stock of Brooks set forth as "Owned Shares" on SCHEDULE A and has voting power over such additional number of outstanding shares of capital stock of Brooks, if any, set forth as "Controlled Shares" on SCHEDULE A (collectively, the Owned Shares and the Controlled Shares are referred to as the "Shares"), and wishes to enter into this Agreement with respect to all of such Shares and any additional shares hereafter acquired; and WHEREAS, in order to induce PRI to enter into the Merger Agreement, Stockholder has agreed, upon the terms and subject to the conditions set forth herein, to vote the Shares and any additional shares hereafter acquired, and to grant an irrevocable proxy to PRI to vote the Shares and any additional shares hereafter acquired, at every meeting of Brooks' stockholders in favor of approval and adoption of the Merger Agreement, the Merger and all agreements and actions related to the Merger; NOW THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. AGREEMENT TO VOTE SHARES. Stockholder agrees during the term of this Agreement to vote all the Shares and any other capital stock that Stockholder becomes entitled to vote, whether through contract, purchase, exercise of an option or otherwise ("Additional Shares") to approve and adopt the Merger Agreement, the Merger and all agreements and actions related to the Merger at every meeting of the stockholders of Brooks, and at every adjournment thereof, at which such Merger Agreement and other related agreements (or any amended version thereof), or such other related actions, are submitted for the consideration and vote of the stockholders of Brooks. Stockholder hereby agrees that Stockholder will not vote any Shares or Additional Shares in favor of the approval of any (i) reorganization, recapitalization, liquidation or winding up of Brooks or any other extraordinary transaction involving Brooks, (ii) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement, or (iii) other matter relating to, or in connection with, any of the foregoing matters. Voting Agreement Execution Copy 2. IRREVOCABLE PROXY. Stockholder hereby revokes any and all previous proxies granted with respect to the Shares and/or any Additional Shares. Stockholder hereby grants a proxy appointing PRI as Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in Stockholder's name, to vote, express consent or dissent, or otherwise to utilize such voting power in such manner and upon such matters as PRI or its proxy or substitute shall, in PRI's sole discretion, deem proper with respect to the Shares and the Additional Shares. Simultaneously with the execution and delivery of this Agreement, Stockholder is delivering to PRI a proxy in the form of Annex A hereto. The proxy granted by Stockholder pursuant to this Section 2 is irrevocable to the extent permitted by Delaware law, is coupled with an interest and is granted in consideration of PRI's entering into the Merger Agreement and incurring certain related fees and expenses, and in consideration of and reliance upon certain other Brooks stockholder's entering into agreements substantially similar to this Agreement. The proxy hereby granted by Stockholder shall terminate in accordance with Section 9. 3. VALID TITLE. Stockholder is the sole, true, lawful record and beneficial owner of the Owned Shares, and there are no restrictions on Stockholder's voting rights with respect thereto or contractual restrictions on Stockholder's rights of disposition with respect thereto. None of the Owned Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Owned Shares. Stockholder has the sole right to vote the shares, if any, listed as Controlled Shares on SCHEDULE A hereto. 4. NON-CONTRAVENTION. Stockholder represents that the execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby (i) are within Stockholder's power and have been duly authorized by all necessary action (including any approval or other action by or with any other person), (ii) require no action by or in respect of, or filing with, any governmental body, agency, official or authority (except as may be required under the Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act") or by Regulation 13D-G under the Securities Exchange Act of 1934), (iii) do not and will not violate any statute, rule or regulation applicable to Stockholder (except that the pre-merger notification requirements of the HSR Act may apply), or any injunction, order or decree binding on Stockholder, and (iv) will not result in the imposition of any lien on any Shares or Additional Shares. 5. BINDING. Stockholder represents that this Agreement has been duly executed and delivered by Stockholder and is the valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform this Agreement. 6. NO PROXIES FOR OR ENCUMBRANCES ON STOCKHOLDER'S SHARES. Except as provided in this Agreement, Stockholder agrees that Stockholder shall not, during the term of this Agreement, without the prior written consent of PRI, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Voting Agreement 2 Execution Copy Shares or Additional Shares or (ii) sell, assign, transfer, encumber or otherwise dispose of, or solicit the sale, assignment, transfer, encumbrance or other disposition of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Shares or Additional Shares; PROVIDED, HOWEVER, that Stockholder may assign or transfer any Shares or Additional Shares for estate planning or charitable purposes to any person who shall have executed and delivered to PRI prior to such assignment or transfer a voting agreement substantially identical to this Agreement with respect to any Shares and Additional Shares to be received by such person in such assignment or transfer. Stockholder agrees to notify PRI promptly and to provide all details required by PRI if Stockholder shall be approached or solicited, directly or indirectly, by any person with respect to any of the foregoing. 7. CONDUCT OF STOCKHOLDERS. Stockholder agrees that Stockholder will not (i) take, or commit to take, any action that would make any representation and warranty of Stockholder hereunder inaccurate in any respect as of any time prior to the termination of this Agreement or (ii) omit, or commit to omit, to take any reasonable action that is within Stockholder's power without undue expense and that is necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time. 8. SPECIFIC PERFORMANCE. Stockholder acknowledges that it will be impossible to measure in money the damage to PRI if Stockholder fails to comply with the obligations imposed by this Agreement, and that, in the event of any such failure, PRI will not have an adequate remedy at law or in damages. Accordingly, Stockholder agrees that injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy for any such failure, and will not oppose the granting of such relief on the basis that PRI has an adequate remedy at law or in damages. Stockholder agrees that Stockholder will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with PRI's seeking or obtaining such equitable relief. 9. TERM OF AGREEMENT; TERMINATION. Subject to Section 13(e), the term of this Agreement shall commence on the date hereof and such term, this Agreement and the proxy(ies) granted in and pursuant to Section 2 hereof shall terminate upon the earlier to occur of (i) the Effective Time (as defined in the Merger Agreement), and (ii) the date on which the Merger Agreement is terminated in accordance with its terms. Upon such termination, no party shall have any further obligations or liabilities hereunder; PROVIDED, that such termination shall not relieve any party from liability for any breach of this Agreement prior to such termination. 10. FURTHER ASSURANCES. Except as otherwise provided in the Merger Agreement, Stockholder will execute and deliver or cause to be executed and delivered such further documents and instruments and use Stockholder's best efforts to take such further actions as may be reasonably necessary in order to consummate the transactions contemplated hereby or to enable PRI and any assignee to exercise and enjoy all voting rights of Stockholder with respect to the Shares and any Additional Shares. Voting Agreement 3 Execution Copy 11. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by the parties hereto. No waiver of any provision hereof by any party shall be deemed a waiver of any other provision hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. 12. NOTICES. All notices, requests, claims, demands or other communications hereunder shall be in writing and shall be deemed given when delivered personally, upon receipt of a transmission confirmation if sent by facsimile or like transmission (with confirmation) and on the next business day when sent by Federal Express, Express mail or other reputable overnight courier service to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to PRI: PRI Automation, Inc. 840 Middlesex Turnpike Billerica, MA 01821 Attention: President Fax: (978) 671-9430 With a copy to: Foley, Hoag & Eliot LLP One Post Office Square Boston, MA 02109 Attention: Robert W. Sweet, Jr., Esq. Fax: (617)832-7000 If to Stockholder: Steven E. Hebert 41 Northville Way No. Attleboro, MA 02760 Fax: _________________ With a copy to Brooks: Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 Attention: Ellen B. Richstone Fax: (978) 262-2511 Voting Agreement 4 Execution Copy and a copy to: Brown Rudnick Freed & Gesmer One Financial Center Boston, MA 02111 Attention: David H. Murphree, Esq. Fax: (617) 856-8201 13. MISCELLANEOUS. (a) This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Delaware, without regard to its principles of conflicts of laws. Each of the parties hereby: (a) irrevocably submits to the jurisdiction of the Courts of the Commonwealth of Massachusetts and the federal courts of the United States of America located in the Commonwealth of Massachusetts solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby; (b) waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to such jurisdiction or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be interpreted or enforced in or by such courts; and (c) irrevocably agrees that all claims with respect to such action, suit or proceeding shall be heard and determined in such courts. Each party hereto hereby consents to and grants any such court's jurisdiction over the person of such party and over the subject matter of such dispute and agrees that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 12, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. (b) If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid or unenforceable by a court of competent jurisdiction, such provision or application shall be unenforceable only to the extent of such invalidity or unenforceability, and the remainder of the provisions not held invalid or unenforceable and the application of such provisions to persons or circumstances other than the party as to which it is held invalid, and the remainder of this Agreement, shall not be affected. (c) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (d) All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom. (e) The obligations of Stockholder set forth in this Agreement shall not be effective or binding upon Stockholder until after such time as the Merger Agreement is executed and delivered by PRI, Brooks and Merger Sub, and the parties agree that there is not and has not been Voting Agreement 5 Execution Copy any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein. [Signature page follows] Voting Agreement 6 Execution Copy IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. PRI AUTOMATION, INC. By: /s/ Cosmo S. Trapani -------------------------------------------- Name: Cosmo S. Trapani Title: Treasurer and Chief Financial Officer STOCKHOLDER Name: /s/ Steven E. Hebert ------------------------------------------ Steven E. Hebert Voting Agreement 7 Execution Copy Annex A PROXY The undersigned, for consideration received, hereby appoints PRI Corporation, a Massachusetts corporation ("PRI"), its proxy, with full power of substitution, to vote all shares of capital stock owned or later acquired by the undersigned, and all shares that the undersigned is or becomes entitled to vote pursuant to contract, trust, deed or otherwise, at any meeting of stockholders of Brooks Corporation, a Delaware corporation ("Brooks"), and at any adjournment thereof, to be held for the purpose of voting upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of October 23, 2001 (the "Merger Agreement"), by and among PRI, Brooks and Pontiac Acquisition Corp., a Massachusetts corporation ("Merger Sub"), the Merger (as defined in the Merger Agreement) and all agreements and actions related to the Merger FOR such proposal. This proxy is subject to the terms of the Voting Agreement dated as of October 23, 2001 between the undersigned and PRI, a copy of which is attached hereto (the "Voting Agreement"), is coupled with an interest, revokes all prior proxies granted by the undersigned with respect to such shares, is irrevocable and shall terminate and be of no further force or effect automatically at such time as the Voting Agreement terminates in accordance with its terms. Dated: October 23, 2001 STOCKHOLDER /s/ Steven E. Hebert --------------------------- Signature Voting Agreement 8 Execution Copy SCHEDULE A
NAME AND ADDRESS OF STOCKHOLDER OWNED SHARES CONTROLLED SHARES ------------------------------- ------------ ----------------- Steven E. Hebert 3,070 41 Northville Way No. Attleboro, MA 02760
Voting Agreement 9 Execution Copy EX-99.H 9 a2062376zex-99_h.txt EXHIBIT 99.H Exhibit 99.H VOTING AGREEMENT VOTING AGREEMENT (the "Agreement"), dated as of October 23, 2001, between Robert J. Therrien ("Stockholder"), who is a security holder of Brooks Automation, Inc., a Delaware corporation ("Brooks"), and PRI Automation Inc. Corporation, a Massachusetts corporation ("PRI"). WHEREAS, concurrently with the execution of this Agreement, PRI, Brooks and Pontiac Acquisition Corp, a Massachusetts corporation and wholly owned subsidiary of Brooks ("Merger Sub"), have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the "Merger Agreement"), providing for the merger of Merger Sub with and into PRI, wherein PRI will be the surviving corporation and become a wholly owned subsidiary of Brooks (the "Merger") pursuant to the terms and conditions of the Merger Agreement or a comparable transaction; WHEREAS, Stockholder owns of record and beneficially the number of outstanding shares of capital stock of Brooks set forth as "Owned Shares" on SCHEDULE A and has voting power over such additional number of outstanding shares of capital stock of Brooks, if any, set forth as "Controlled Shares" on SCHEDULE A (collectively, the Owned Shares and the Controlled Shares are referred to as the "Shares"), and wishes to enter into this Agreement with respect to all of such Shares and any additional shares hereafter acquired; and WHEREAS, in order to induce PRI to enter into the Merger Agreement, Stockholder has agreed, upon the terms and subject to the conditions set forth herein, to vote the Shares and any additional shares hereafter acquired, and to grant an irrevocable proxy to PRI to vote the Shares and any additional shares hereafter acquired, at every meeting of Brooks' stockholders in favor of approval and adoption of the Merger Agreement, the Merger and all agreements and actions related to the Merger; NOW THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. AGREEMENT TO VOTE SHARES. Stockholder agrees during the term of this Agreement to vote all the Shares and any other capital stock that Stockholder becomes entitled to vote, whether through contract, purchase, exercise of an option or otherwise ("Additional Shares") to approve and adopt the Merger Agreement, the Merger and all agreements and actions related to the Merger at every meeting of the stockholders of Brooks, and at every adjournment thereof, at which such Merger Agreement and other related agreements (or any amended version thereof), or such other related actions, are submitted for the consideration and vote of the stockholders of Brooks. Stockholder hereby agrees that Stockholder will not vote any Shares or Additional Shares in favor of the approval of any (i) reorganization, recapitalization, liquidation or winding up of Brooks or any other extraordinary transaction involving Brooks, (ii) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement, or (iii) other matter relating to, or in connection with, any of the foregoing matters. Voting Agreement Execution Copy 2. IRREVOCABLE PROXY. Stockholder hereby revokes any and all previous proxies granted with respect to the Shares and/or any Additional Shares. Stockholder hereby grants a proxy appointing PRI as Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in Stockholder's name, to vote, express consent or dissent, or otherwise to utilize such voting power in such manner and upon such matters as PRI or its proxy or substitute shall, in PRI's sole discretion, deem proper with respect to the Shares and the Additional Shares. Simultaneously with the execution and delivery of this Agreement, Stockholder is delivering to PRI a proxy in the form of Annex A hereto. The proxy granted by Stockholder pursuant to this Section 2 is irrevocable to the extent permitted by Delaware law, is coupled with an interest and is granted in consideration of PRI's entering into the Merger Agreement and incurring certain related fees and expenses, and in consideration of and reliance upon certain other Brooks stockholder's entering into agreements substantially similar to this Agreement. The proxy hereby granted by Stockholder shall terminate in accordance with Section 9. 3. VALID TITLE. Stockholder is the sole, true, lawful record and beneficial owner of the Owned Shares, and there are no restrictions on Stockholder's voting rights with respect thereto or contractual restrictions on Stockholder's rights of disposition with respect thereto. None of the Owned Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Owned Shares. Stockholder has the sole right to vote the shares, if any, listed as Controlled Shares on SCHEDULE A hereto. 4. NON-CONTRAVENTION. Stockholder represents that the execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby (i) are within Stockholder's power and have been duly authorized by all necessary action (including any approval or other action by or with any other person), (ii) require no action by or in respect of, or filing with, any governmental body, agency, official or authority (except as may be required under the Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act") or by Regulation 13D-G under the Securities Exchange Act of 1934), (iii) do not and will not violate any statute, rule or regulation applicable to Stockholder (except that the pre-merger notification requirements of the HSR Act may apply), or any injunction, order or decree binding on Stockholder, and (iv) will not result in the imposition of any lien on any Shares or Additional Shares. 5. BINDING. Stockholder represents that this Agreement has been duly executed and delivered by Stockholder and is the valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform this Agreement. 6. NO PROXIES FOR OR ENCUMBRANCES ON STOCKHOLDER'S SHARES. Except as provided in this Agreement, Stockholder agrees that Stockholder shall not, during the term of this Agreement, without the prior written consent of PRI, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Voting Agreement 2 Execution Copy Shares or Additional Shares or (ii) sell, assign, transfer, encumber or otherwise dispose of, or solicit the sale, assignment, transfer, encumbrance or other disposition of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Shares or Additional Shares; PROVIDED, HOWEVER, that Stockholder may assign or transfer any Shares or Additional Shares for estate planning or charitable purposes to any person who shall have executed and delivered to PRI prior to such assignment or transfer a voting agreement substantially identical to this Agreement with respect to any Shares and Additional Shares to be received by such person in such assignment or transfer. Stockholder agrees to notify PRI promptly and to provide all details required by PRI if Stockholder shall be approached or solicited, directly or indirectly, by any person with respect to any of the foregoing. 7. CONDUCT OF STOCKHOLDERS. Stockholder agrees that Stockholder will not (i) take, or commit to take, any action that would make any representation and warranty of Stockholder hereunder inaccurate in any respect as of any time prior to the termination of this Agreement or (ii) omit, or commit to omit, to take any reasonable action that is within Stockholder's power without undue expense and that is necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time. 8. SPECIFIC PERFORMANCE. Stockholder acknowledges that it will be impossible to measure in money the damage to PRI if Stockholder fails to comply with the obligations imposed by this Agreement, and that, in the event of any such failure, PRI will not have an adequate remedy at law or in damages. Accordingly, Stockholder agrees that injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy for any such failure, and will not oppose the granting of such relief on the basis that PRI has an adequate remedy at law or in damages. Stockholder agrees that Stockholder will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with PRI's seeking or obtaining such equitable relief. 9. TERM OF AGREEMENT; TERMINATION. Subject to Section 13(e), the term of this Agreement shall commence on the date hereof and such term, this Agreement and the proxy(ies) granted in and pursuant to Section 2 hereof shall terminate upon the earlier to occur of (i) the Effective Time (as defined in the Merger Agreement), and (ii) the date on which the Merger Agreement is terminated in accordance with its terms. Upon such termination, no party shall have any further obligations or liabilities hereunder; PROVIDED, that such termination shall not relieve any party from liability for any breach of this Agreement prior to such termination. 10. FURTHER ASSURANCES. Except as otherwise provided in the Merger Agreement, Stockholder will execute and deliver or cause to be executed and delivered such further documents and instruments and use Stockholder's best efforts to take such further actions as may be reasonably necessary in order to consummate the transactions contemplated hereby or to enable PRI and any assignee to exercise and enjoy all voting rights of Stockholder with respect to the Shares and any Additional Shares. Voting Agreement 3 Execution Copy 11. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by the parties hereto. No waiver of any provision hereof by any party shall be deemed a waiver of any other provision hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. 12. NOTICES. All notices, requests, claims, demands or other communications hereunder shall be in writing and shall be deemed given when delivered personally, upon receipt of a transmission confirmation if sent by facsimile or like transmission (with confirmation) and on the next business day when sent by Federal Express, Express mail or other reputable overnight courier service to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to PRI: PRI Automation, Inc. 840 Middlesex Turnpike Billerica, MA 01821 Attention: President Fax: (978) 671-9430 With a copy to: Foley, Hoag & Eliot LLP One Post Office Square Boston, MA 02109 Attention: Robert W. Sweet, Jr., Esq. Fax: (617) 832-7000 If to Stockholder: Robert J. Therrien 300 Boylston Street #702 Boston, MA 02116 Fax: ______________ With a copy to Brooks: Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 Attention: Ellen B. Richstone Fax: (978) 262-2511 Voting Agreement 4 Execution Copy and a copy to: Brown Rudnick Freed & Gesmer One Financial Center Boston, MA 02111 Attention: David H. Murphree, Esq. Fax: (617) 856-8201 13. MISCELLANEOUS. (a) This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Delaware, without regard to its principles of conflicts of laws. Each of the parties hereby: (a) irrevocably submits to the jurisdiction of the Courts of the Commonwealth of Massachusetts and the federal courts of the United States of America located in the Commonwealth of Massachusetts solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby; (b) waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to such jurisdiction or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be interpreted or enforced in or by such courts; and (c) irrevocably agrees that all claims with respect to such action, suit or proceeding shall be heard and determined in such courts. Each party hereto hereby consents to and grants any such court's jurisdiction over the person of such party and over the subject matter of such dispute and agrees that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 12, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. (b) If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid or unenforceable by a court of competent jurisdiction, such provision or application shall be unenforceable only to the extent of such invalidity or unenforceability, and the remainder of the provisions not held invalid or unenforceable and the application of such provisions to persons or circumstances other than the party as to which it is held invalid, and the remainder of this Agreement, shall not be affected. (c) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (d) All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom. (e) The obligations of Stockholder set forth in this Agreement shall not be effective or binding upon Stockholder until after such time as the Merger Agreement is executed and delivered by PRI, Brooks and Merger Sub, and the parties agree that there is not and has not been Voting Agreement 5 Execution Copy any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein. [Signature page follows] Voting Agreement 6 Execution Copy IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. PRI AUTOMATION, INC. By: /s/ Cosmo S. Trapani -------------------------------------------- Name: Cosmo S. Trapani Title: Treasurer and Chief Financial Officer STOCKHOLDER Name: /s/ Robert J. Therrien ------------------------------------------ Robert J. Therrien Voting Agreement 7 Execution Copy Annex A PROXY The undersigned, for consideration received, hereby appoints PRI Corporation, a Massachusetts corporation ("PRI"), its proxy, with full power of substitution, to vote all shares of capital stock owned or later acquired by the undersigned, and all shares that the undersigned is or becomes entitled to vote pursuant to contract, trust, deed or otherwise, at any meeting of stockholders of Brooks Corporation, a Delaware corporation ("Brooks"), and at any adjournment thereof, to be held for the purpose of voting upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of October 23, 2001 (the "Merger Agreement"), by and among PRI, Brooks and Pontiac Acquisition Corp., a Massachusetts corporation ("Merger Sub"), the Merger (as defined in the Merger Agreement) and all agreements and actions related to the Merger FOR such proposal. This proxy is subject to the terms of the Voting Agreement dated as of October 23, 2001 between the undersigned and PRI, a copy of which is attached hereto (the "Voting Agreement"), is coupled with an interest, revokes all prior proxies granted by the undersigned with respect to such shares, is irrevocable and shall terminate and be of no further force or effect automatically at such time as the Voting Agreement terminates in accordance with its terms. Dated: October 23, 2001 STOCKHOLDER /s/ Robert J. Therrien ---------------------- Signature Voting Agreement 8 Execution Copy SCHEDULE A
--------------------------------------------------------------------------------- NAME AND ADDRESS OF STOCKHOLDER OWNED SHARES CONTROLLED SHARES ------------------------------- ------------ ----------------- --------------------------------------------------------------------------------- Robert J. Therrien 1,013,848 300 Boylston Street #702 Boston, MA 02116 ---------------------------------------------------------------------------------
Voting Agreement 9 Execution Copy EX-99.I 10 a2062376zex-99_i.txt EXHIBIT 99.I Exhibit 99.I VOTING AGREEMENT VOTING AGREEMENT (the "Agreement"), dated as of October 23, 2001, between Amin J. Khoury ("Stockholder"), who is a security holder of Brooks Automation, Inc., a Delaware corporation ("Brooks"), and PRI Automation Inc. Corporation, a Massachusetts corporation ("PRI"). WHEREAS, concurrently with the execution of this Agreement, PRI, Brooks and Pontiac Acquisition Corp, a Massachusetts corporation and wholly owned subsidiary of Brooks ("Merger Sub"), have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the "Merger Agreement"), providing for the merger of Merger Sub with and into PRI, wherein PRI will be the surviving corporation and become a wholly owned subsidiary of Brooks (the "Merger") pursuant to the terms and conditions of the Merger Agreement or a comparable transaction; WHEREAS, Stockholder owns of record and beneficially the number of outstanding shares of capital stock of Brooks set forth as "Owned Shares" on SCHEDULE A and has voting power over such additional number of outstanding shares of capital stock of Brooks, if any, set forth as "Controlled Shares" on SCHEDULE A (collectively, the Owned Shares and the Controlled Shares are referred to as the "Shares"), and wishes to enter into this Agreement with respect to all of such Shares and any additional shares hereafter acquired; and WHEREAS, in order to induce PRI to enter into the Merger Agreement, Stockholder has agreed, upon the terms and subject to the conditions set forth herein, to vote the Shares and any additional shares hereafter acquired, and to grant an irrevocable proxy to PRI to vote the Shares and any additional shares hereafter acquired, at every meeting of Brooks' stockholders in favor of approval and adoption of the Merger Agreement, the Merger and all agreements and actions related to the Merger; NOW THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. AGREEMENT TO VOTE SHARES. Stockholder agrees during the term of this Agreement to vote all the Shares and any other capital stock that Stockholder becomes entitled to vote, whether through contract, purchase, exercise of an option or otherwise ("Additional Shares") to approve and adopt the Merger Agreement, the Merger and all agreements and actions related to the Merger at every meeting of the stockholders of Brooks, and at every adjournment thereof, at which such Merger Agreement and other related agreements (or any amended version thereof), or such other related actions, are submitted for the consideration and vote of the stockholders of Brooks. Stockholder hereby agrees that Stockholder will not vote any Shares or Additional Shares in favor of the approval of any (i) reorganization, recapitalization, liquidation or winding up of Brooks or any other extraordinary transaction involving Brooks, (ii) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement, or (iii) other matter relating to, or in connection with, any of the foregoing matters. Voting Agreement Execution Copy 2. IRREVOCABLE PROXY. Stockholder hereby revokes any and all previous proxies granted with respect to the Shares and/or any Additional Shares. Stockholder hereby grants a proxy appointing PRI as Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in Stockholder's name, to vote, express consent or dissent, or otherwise to utilize such voting power in such manner and upon such matters as PRI or its proxy or substitute shall, in PRI's sole discretion, deem proper with respect to the Shares and the Additional Shares. Simultaneously with the execution and delivery of this Agreement, Stockholder is delivering to PRI a proxy in the form of Annex A hereto. The proxy granted by Stockholder pursuant to this Section 2 is irrevocable to the extent permitted by Delaware law, is coupled with an interest and is granted in consideration of PRI's entering into the Merger Agreement and incurring certain related fees and expenses, and in consideration of and reliance upon certain other Brooks stockholder's entering into agreements substantially similar to this Agreement. The proxy hereby granted by Stockholder shall terminate in accordance with Section 9. 3. VALID TITLE. Stockholder is the sole, true, lawful record and beneficial owner of the Owned Shares, and there are no restrictions on Stockholder's voting rights with respect thereto or contractual restrictions on Stockholder's rights of disposition with respect thereto. None of the Owned Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Owned Shares. Stockholder has the sole right to vote the shares, if any, listed as Controlled Shares on SCHEDULE A hereto. 4. NON-CONTRAVENTION. Stockholder represents that the execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby (i) are within Stockholder's power and have been duly authorized by all necessary action (including any approval or other action by or with any other person), (ii) require no action by or in respect of, or filing with, any governmental body, agency, official or authority (except as may be required under the Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act") or by Regulation 13D-G under the Securities Exchange Act of 1934), (iii) do not and will not violate any statute, rule or regulation applicable to Stockholder (except that the pre-merger notification requirements of the HSR Act may apply), or any injunction, order or decree binding on Stockholder, and (iv) will not result in the imposition of any lien on any Shares or Additional Shares. 5. BINDING. Stockholder represents that this Agreement has been duly executed and delivered by Stockholder and is the valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform this Agreement. 6. NO PROXIES FOR OR ENCUMBRANCES ON STOCKHOLDER'S SHARES. Except as provided in this Agreement, Stockholder agrees that Stockholder shall not, during the term of this Agreement, without the prior written consent of PRI, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Voting Agreement 2 Execution Copy Shares or Additional Shares or (ii) sell, assign, transfer, encumber or otherwise dispose of, or solicit the sale, assignment, transfer, encumbrance or other disposition of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Shares or Additional Shares; PROVIDED, HOWEVER, that Stockholder may assign or transfer any Shares or Additional Shares for estate planning or charitable purposes to any person who shall have executed and delivered to PRI prior to such assignment or transfer a voting agreement substantially identical to this Agreement with respect to any Shares and Additional Shares to be received by such person in such assignment or transfer. Stockholder agrees to notify PRI promptly and to provide all details required by PRI if Stockholder shall be approached or solicited, directly or indirectly, by any person with respect to any of the foregoing. 7. CONDUCT OF STOCKHOLDERS. Stockholder agrees that Stockholder will not (i) take, or commit to take, any action that would make any representation and warranty of Stockholder hereunder inaccurate in any respect as of any time prior to the termination of this Agreement or (ii) omit, or commit to omit, to take any reasonable action that is within Stockholder's power without undue expense and that is necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time. 8. SPECIFIC PERFORMANCE. Stockholder acknowledges that it will be impossible to measure in money the damage to PRI if Stockholder fails to comply with the obligations imposed by this Agreement, and that, in the event of any such failure, PRI will not have an adequate remedy at law or in damages. Accordingly, Stockholder agrees that injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy for any such failure, and will not oppose the granting of such relief on the basis that PRI has an adequate remedy at law or in damages. Stockholder agrees that Stockholder will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with PRI's seeking or obtaining such equitable relief. 9. TERM OF AGREEMENT; TERMINATION. Subject to Section 13(e), the term of this Agreement shall commence on the date hereof and such term, this Agreement and the proxy(ies) granted in and pursuant to Section 2 hereof shall terminate upon the earlier to occur of (i) the Effective Time (as defined in the Merger Agreement), and (ii) the date on which the Merger Agreement is terminated in accordance with its terms. Upon such termination, no party shall have any further obligations or liabilities hereunder; PROVIDED, that such termination shall not relieve any party from liability for any breach of this Agreement prior to such termination. 10. FURTHER ASSURANCES. Except as otherwise provided in the Merger Agreement, Stockholder will execute and deliver or cause to be executed and delivered such further documents and instruments and use Stockholder's best efforts to take such further actions as may be reasonably necessary in order to consummate the transactions contemplated hereby or to enable PRI and any assignee to exercise and enjoy all voting rights of Stockholder with respect to the Shares and any Additional Shares. Voting Agreement 3 Execution Copy 11. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by the parties hereto. No waiver of any provision hereof by any party shall be deemed a waiver of any other provision hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. 12. NOTICES. All notices, requests, claims, demands or other communications hereunder shall be in writing and shall be deemed given when delivered personally, upon receipt of a transmission confirmation if sent by facsimile or like transmission (with confirmation) and on the next business day when sent by Federal Express, Express mail or other reputable overnight courier service to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to PRI: PRI Automation, Inc. 840 Middlesex Turnpike Billerica, MA 01821 Attention: President Fax: (978) 671-9430 With a copy to: Foley, Hoag & Eliot LLP One Post Office Square Boston, MA 02109 Attention: Robert W. Sweet, Jr., Esq. Fax: (617) 832-7000 If to Stockholder: Amin S. Khoury _______________ _______________ Fax: ______________ With a copy to Brooks: Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 Attention: Ellen B. Richstone Fax: (978) 262-2511 Voting Agreement 4 Execution Copy and a copy to: Brown Rudnick Freed & Gesmer One Financial Center Boston, MA 02111 Attention: David H. Murphree, Esq. Fax: (617) 856-8201 13. MISCELLANEOUS. (a) This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Delaware, without regard to its principles of conflicts of laws. Each of the parties hereby: (a) irrevocably submits to the jurisdiction of the Courts of the Commonwealth of Massachusetts and the federal courts of the United States of America located in the Commonwealth of Massachusetts solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby; (b) waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to such jurisdiction or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be interpreted or enforced in or by such courts; and (c) irrevocably agrees that all claims with respect to such action, suit or proceeding shall be heard and determined in such courts. Each party hereto hereby consents to and grants any such court's jurisdiction over the person of such party and over the subject matter of such dispute and agrees that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 12, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. (b) If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid or unenforceable by a court of competent jurisdiction, such provision or application shall be unenforceable only to the extent of such invalidity or unenforceability, and the remainder of the provisions not held invalid or unenforceable and the application of such provisions to persons or circumstances other than the party as to which it is held invalid, and the remainder of this Agreement, shall not be affected. (c) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (d) All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom. (e) The obligations of Stockholder set forth in this Agreement shall not be effective or binding upon Stockholder until after such time as the Merger Agreement is executed and delivered by PRI, Brooks and Merger Sub, and the parties agree that there is not and has not been Voting Agreement 5 Execution Copy any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein. [Signature page follows] Voting Agreement 6 Execution Copy IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. PRI AUTOMATION, INC. By: /s/ Cosmo S. Trapani -------------------------------------------- Name: Cosmo S. Trapani Title: Treasurer and Chief Financial Officer STOCKHOLDER Name: /s/ Amin J. Khoury ------------------------------------------ Amin J. Khoury Voting Agreement 7 Execution Copy Annex A PROXY The undersigned, for consideration received, hereby appoints PRI Corporation, a Massachusetts corporation ("PRI"), its proxy, with full power of substitution, to vote all shares of capital stock owned or later acquired by the undersigned, and all shares that the undersigned is or becomes entitled to vote pursuant to contract, trust, deed or otherwise, at any meeting of stockholders of Brooks Corporation, a Delaware corporation ("Brooks") and at any adjournment thereof, to be held for the purpose of voting upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of October 23, 2001 (the "Merger Agreement"), by and among PRI, Brooks and Pontiac Acquisition Corp., a Massachusetts corporation "Merger Sub"), the Merger (as defined in the Merger Agreement) and all agreements and action related to the Merger FOR such proposal. This proxy is subject to the terms of the Voting Agreement dated as of October 23, 2001 between the undersigned and PRI, a copy of which is attached hereto (the "Voting Agreement"), is coupled with an interest, revokes all prior proxies granted by the undersigned with respect to such shares, is irrevocable and shall terminate and be of no further force or effect automatically at such time as the Voting Agreement terminates in accordance with its terms. Dated: October 23, 2001 STOCKHOLDER /s/ Amin J. Khoury ------------------ Signature Voting Agreement 8 Execution Copy SCHEDULE A
-------------------------------------------------------------------------------- NAME AND ADDRESS OF STOCKHOLDER OWNED SHARES CONTROLLED SHARES ------------------------------- ------------ ----------------- -------------------------------------------------------------------------------- Amin S. Khoury 0 --------------------------------------------------------------------------------
Voting Agreement 9 Execution Copy EX-99.J 11 a2062376zex-99_j.txt EXHIBIT 99.J Exhibit 99.J VOTING AGREEMENT VOTING AGREEMENT (the "Agreement"), dated as of October 23, 2001, between Jeff Cassis ("Stockholder"), who is a security holder of Brooks Automation, Inc., a Delaware corporation ("Brooks"), and PRI Automation Inc. Corporation, a Massachusetts corporation ("PRI"). WHEREAS, concurrently with the execution of this Agreement, PRI, Brooks and Pontiac Acquisition Corp, a Massachusetts corporation and wholly owned subsidiary of Brooks ("Merger Sub"), have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the "Merger Agreement"), providing for the merger of Merger Sub with and into PRI, wherein PRI will be the surviving corporation and become a wholly owned subsidiary of Brooks (the "Merger") pursuant to the terms and conditions of the Merger Agreement or a comparable transaction; WHEREAS, Stockholder owns of record and beneficially the number of outstanding shares of capital stock of Brooks set forth as "Owned Shares" on SCHEDULE A and has voting power over such additional number of outstanding shares of capital stock of Brooks, if any, set forth as "Controlled Shares" on SCHEDULE A (collectively, the Owned Shares and the Controlled Shares are referred to as the "Shares"), and wishes to enter into this Agreement with respect to all of such Shares and any additional shares hereafter acquired; and WHEREAS, in order to induce PRI to enter into the Merger Agreement, Stockholder has agreed, upon the terms and subject to the conditions set forth herein, to vote the Shares and any additional shares hereafter acquired, and to grant an irrevocable proxy to PRI to vote the Shares and any additional shares hereafter acquired, at every meeting of Brooks' stockholders in favor of approval and adoption of the Merger Agreement, the Merger and all agreements and actions related to the Merger; NOW THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. AGREEMENT TO VOTE SHARES. Stockholder agrees during the term of this Agreement to vote all the Shares and any other capital stock that Stockholder becomes entitled to vote, whether through contract, purchase, exercise of an option or otherwise ("Additional Shares") to approve and adopt the Merger Agreement, the Merger and all agreements and actions related to the Merger at every meeting of the stockholders of Brooks, and at every adjournment thereof, at which such Merger Agreement and other related agreements (or any amended version thereof), or such other related actions, are submitted for the consideration and vote of the stockholders of Brooks. Stockholder hereby agrees that Stockholder will not vote any Shares or Additional Shares in favor of the approval of any (i) reorganization, recapitalization, liquidation or winding up of Brooks or any other extraordinary transaction involving Brooks, (ii) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement, or (iii) other matter relating to, or in connection with, any of the foregoing matters. Voting Agreement Execution Copy 2. IRREVOCABLE PROXY. Stockholder hereby revokes any and all previous proxies granted with respect to the Shares and/or any Additional Shares. Stockholder hereby grants a proxy appointing PRI as Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in Stockholder's name, to vote, express consent or dissent, or otherwise to utilize such voting power in such manner and upon such matters as PRI or its proxy or substitute shall, in PRI's sole discretion, deem proper with respect to the Shares and the Additional Shares. Simultaneously with the execution and delivery of this Agreement, Stockholder is delivering to PRI a proxy in the form of Annex A hereto. The proxy granted by Stockholder pursuant to this Section 2 is irrevocable to the extent permitted by Delaware law, is coupled with an interest and is granted in consideration of PRI's entering into the Merger Agreement and incurring certain related fees and expenses, and in consideration of and reliance upon certain other Brooks stockholder's entering into agreements substantially similar to this Agreement. The proxy hereby granted by Stockholder shall terminate in accordance with Section 9. 3. VALID TITLE. Stockholder is the sole, true, lawful record and beneficial owner of the Owned Shares, and there are no restrictions on Stockholder's voting rights with respect thereto or contractual restrictions on Stockholder's rights of disposition with respect thereto. None of the Owned Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Owned Shares. Stockholder has the sole right to vote the shares, if any, listed as Controlled Shares on SCHEDULE A hereto. 4. NON-CONTRAVENTION. Stockholder represents that the execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby (i) are within Stockholder's power and have been duly authorized by all necessary action (including any approval or other action by or with any other person), (ii) require no action by or in respect of, or filing with, any governmental body, agency, official or authority (except as may be required under the Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act") or by Regulation 13D-G under the Securities Exchange Act of 1934), (iii) do not and will not violate any statute, rule or regulation applicable to Stockholder (except that the pre-merger notification requirements of the HSR Act may apply), or any injunction, order or decree binding on Stockholder, and (iv) will not result in the imposition of any lien on any Shares or Additional Shares. 5. BINDING. Stockholder represents that this Agreement has been duly executed and delivered by Stockholder and is the valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform this Agreement. 6. NO PROXIES FOR OR ENCUMBRANCES ON STOCKHOLDER'S SHARES. Except as provided in this Agreement, Stockholder agrees that Stockholder shall not, during the term of this Agreement, without the prior written consent of PRI, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Voting Agreement 2 Execution Copy Shares or Additional Shares or (ii) sell, assign, transfer, encumber or otherwise dispose of, or solicit the sale, assignment, transfer, encumbrance or other disposition of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Shares or Additional Shares; PROVIDED, HOWEVER, that Stockholder may assign or transfer any Shares or Additional Shares for estate planning or charitable purposes to any person who shall have executed and delivered to PRI prior to such assignment or transfer a voting agreement substantially identical to this Agreement with respect to any Shares and Additional Shares to be received by such person in such assignment or transfer. Stockholder agrees to notify PRI promptly and to provide all details required by PRI if Stockholder shall be approached or solicited, directly or indirectly, by any person with respect to any of the foregoing. 7. CONDUCT OF STOCKHOLDERS. Stockholder agrees that Stockholder will not (i) take, or commit to take, any action that would make any representation and warranty of Stockholder hereunder inaccurate in any respect as of any time prior to the termination of this Agreement or (ii) omit, or commit to omit, to take any reasonable action that is within Stockholder's power without undue expense and that is necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time. 8. SPECIFIC PERFORMANCE. Stockholder acknowledges that it will be impossible to measure in money the damage to PRI if Stockholder fails to comply with the obligations imposed by this Agreement, and that, in the event of any such failure, PRI will not have an adequate remedy at law or in damages. Accordingly, Stockholder agrees that injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy for any such failure, and will not oppose the granting of such relief on the basis that PRI has an adequate remedy at law or in damages. Stockholder agrees that Stockholder will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with PRI's seeking or obtaining such equitable relief. 9. TERM OF AGREEMENT; TERMINATION. Subject to Section 13(e), the term of this Agreement shall commence on the date hereof and such term, this Agreement and the proxy(ies) granted in and pursuant to Section 2 hereof shall terminate upon the earlier to occur of (i) the Effective Time (as defined in the Merger Agreement), and (ii) the date on which the Merger Agreement is terminated in accordance with its terms. Upon such termination, no party shall have any further obligations or liabilities hereunder; PROVIDED, that such termination shall not relieve any party from liability for any breach of this Agreement prior to such termination. 10. FURTHER ASSURANCES. Except as otherwise provided in the Merger Agreement, Stockholder will execute and deliver or cause to be executed and delivered such further documents and instruments and use Stockholder's best efforts to take such further actions as may be reasonably necessary in order to consummate the transactions contemplated hereby or to enable PRI and any assignee to exercise and enjoy all voting rights of Stockholder with respect to the Shares and any Additional Shares. Voting Agreement 3 Execution Copy 11. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by the parties hereto. No waiver of any provision hereof by any party shall be deemed a waiver of any other provision hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. 12. NOTICES. All notices, requests, claims, demands or other communications hereunder shall be in writing and shall be deemed given when delivered personally, upon receipt of a transmission confirmation if sent by facsimile or like transmission (with confirmation) and on the next business day when sent by Federal Express, Express mail or other reputable overnight courier service to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to PRI: PRI Automation, Inc. 840 Middlesex Turnpike Billerica, MA 01821 Attention: President Fax: (978) 671-9430 With a copy to: Foley, Hoag & Eliot LLP One Post Office Square Boston, MA 02109 Attention: Robert W. Sweet, Jr., Esq. Fax: (617) 832-7000 If to Stockholder: Jeff Cassis _______________ _______________ Fax: ______________ With a copy to Brooks: Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 Attention: Ellen B. Richstone Fax: (978) 262-2511 Voting Agreement 4 Execution Copy and a copy to: Brown Rudnick Freed & Gesmer One Financial Center Boston, MA 02111 Attention: David H. Murphree, Esq. Fax: (617) 856-8201 13. MISCELLANEOUS. (a) This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Delaware, without regard to its principles of conflicts of laws. Each of the parties hereby: (a) irrevocably submits to the jurisdiction of the Courts of the Commonwealth of Massachusetts and the federal courts of the United States of America located in the Commonwealth of Massachusetts solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby; (b) waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to such jurisdiction or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be interpreted or enforced in or by such courts; and (c) irrevocably agrees that all claims with respect to such action, suit or proceeding shall be heard and determined in such courts. Each party hereto hereby consents to and grants any such court's jurisdiction over the person of such party and over the subject matter of such dispute and agrees that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 12, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. (b) If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid or unenforceable by a court of competent jurisdiction, such provision or application shall be unenforceable only to the extent of such invalidity or unenforceability, and the remainder of the provisions not held invalid or unenforceable and the application of such provisions to persons or circumstances other than the party as to which it is held invalid, and the remainder of this Agreement, shall not be affected. (c) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (d) All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom. (e) The obligations of Stockholder set forth in this Agreement shall not be effective or binding upon Stockholder until after such time as the Merger Agreement is executed and delivered by PRI, Brooks and Merger Sub, and the parties agree that there is not and has not been Voting Agreement 5 Execution Copy any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein. [Signature page follows] Voting Agreement 6 Execution Copy IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. PRI AUTOMATION, INC. By: /s/ Cosmo S. Trapani -------------------------------------------- Name: Cosmo S. Trapani Title: Treasurer and Chief Financial Officer STOCKHOLDER Name: /s/ Jeff Cassis ------------------------------------------ Jeff Cassis Voting Agreement 7 Execution Copy Annex A PROXY The undersigned, for consideration received, hereby appoints PRI Corporation, a Massachusetts corporation ("PRI"), its proxy, with full power of substitution, to vote all shares of capital stock owned or later acquired by the undersigned, and all shares that the undersigned is or becomes entitled to vote pursuant to contract, trust, deed or otherwise, at any meeting of stockholders of Brooks Corporation, a Delaware corporation ("Brooks"), and at any adjournment thereof, to be held for the purpose of voting upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of October 23, 2001 (the "Merger Agreement"), by and among PRI, Brooks and Pontiac Acquisition Corp., a Massachusetts corporation ("Merger Sub"), the Merger (as defined in the Merger Agreement) and all agreements and actions related to the Merger FOR such proposal. This proxy is subject to the terms of the Voting Agreement dated as of October 23, 2001 between the undersigned and PRI, a copy of which is attached hereto (the "Voting Agreement"), is coupled with an interest, revokes all prior proxies granted by the undersigned with respect to such shares, is irrevocable and shall terminate and be of no further force or effect automatically at such time as the Voting Agreement terminates in accordance with its terms. Dated: October 23, 2001 STOCKHOLDER /s/ Jeff Cassis --------------- Signature Voting Agreement 8 Execution Copy SCHEDULE A
NAME AND ADDRESS OF STOCKHOLDER OWNED SHARES CONTROLLED SHARES ------------------------------- ------------ ----------------- Jeff Cassis 205
Voting Agreement 9 Execution Copy EX-99.K 12 a2062376zex-99_k.txt EXHIBIT 99.K Exhibit 99.K VOTING AGREEMENT VOTING AGREEMENT (the "Agreement"), dated as of October 23, 2001, between Joseph R. Martin ("Stockholder"), who is a security holder of Brooks Automation, Inc., a Delaware corporation ("Brooks"), and PRI Automation Inc. Corporation, a Massachusetts corporation ("PRI"). WHEREAS, concurrently with the execution of this Agreement, PRI, Brooks and Pontiac Acquisition Corp, a Massachusetts corporation and wholly owned subsidiary of Brooks ("Merger Sub"), have entered into an Agreement and Plan of Merger (as the same may be amended from time to time, the "Merger Agreement"), providing for the merger of Merger Sub with and into PRI, wherein PRI will be the surviving corporation and become a wholly owned subsidiary of Brooks (the "Merger") pursuant to the terms and conditions of the Merger Agreement or a comparable transaction; WHEREAS, Stockholder owns of record and beneficially the number of outstanding shares of capital stock of Brooks set forth as "Owned Shares" on SCHEDULE A and has voting power over such additional number of outstanding shares of capital stock of Brooks, if any, set forth as "Controlled Shares" on SCHEDULE A (collectively, the Owned Shares and the Controlled Shares are referred to as the "Shares"), and wishes to enter into this Agreement with respect to all of such Shares and any additional shares hereafter acquired; and WHEREAS, in order to induce PRI to enter into the Merger Agreement, Stockholder has agreed, upon the terms and subject to the conditions set forth herein, to vote the Shares and any additional shares hereafter acquired, and to grant an irrevocable proxy to PRI to vote the Shares and any additional shares hereafter acquired, at every meeting of Brooks' stockholders in favor of approval and adoption of the Merger Agreement, the Merger and all agreements and actions related to the Merger; NOW THEREFORE, for good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. AGREEMENT TO VOTE SHARES. Stockholder agrees during the term of this Agreement to vote all the Shares and any other capital stock that Stockholder becomes entitled to vote, whether through contract, purchase, exercise of an option or otherwise ("Additional Shares") to approve and adopt the Merger Agreement, the Merger and all agreements and actions related to the Merger at every meeting of the stockholders of Brooks, and at every adjournment thereof, at which such Merger Agreement and other related agreements (or any amended version thereof), or such other related actions, are submitted for the consideration and vote of the stockholders of Brooks. Stockholder hereby agrees that Stockholder will not vote any Shares or Additional Shares in favor of the approval of any (i) reorganization, recapitalization, liquidation or winding up of Brooks or any other extraordinary transaction involving Brooks, (ii) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation, of the transactions contemplated by the Merger Agreement, or (iii) other matter relating to, or in connection with, any of the foregoing matters. Voting Agreement Execution Copy 2. IRREVOCABLE PROXY. Stockholder hereby revokes any and all previous proxies granted with respect to the Shares and/or any Additional Shares. Stockholder hereby grants a proxy appointing PRI as Stockholder's attorney-in-fact and proxy, with full power of substitution, for and in Stockholder's name, to vote, express consent or dissent, or otherwise to utilize such voting power in such manner and upon such matters as PRI or its proxy or substitute shall, in PRI's sole discretion, deem proper with respect to the Shares and the Additional Shares. Simultaneously with the execution and delivery of this Agreement, Stockholder is delivering to PRI a proxy in the form of Annex A hereto. The proxy granted by Stockholder pursuant to this Section 2 is irrevocable to the extent permitted by Delaware law, is coupled with an interest and is granted in consideration of PRI's entering into the Merger Agreement and incurring certain related fees and expenses, and in consideration of and reliance upon certain other Brooks stockholder's entering into agreements substantially similar to this Agreement. The proxy hereby granted by Stockholder shall terminate in accordance with Section 9. 3. VALID TITLE. Stockholder is the sole, true, lawful record and beneficial owner of the Owned Shares, and there are no restrictions on Stockholder's voting rights with respect thereto or contractual restrictions on Stockholder's rights of disposition with respect thereto. None of the Owned Shares is subject to any voting trust or other agreement or arrangement with respect to the voting of such Owned Shares. Stockholder has the sole right to vote the shares, if any, listed as Controlled Shares on SCHEDULE A hereto. 4. NON-CONTRAVENTION. Stockholder represents that the execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby (i) are within Stockholder's power and have been duly authorized by all necessary action (including any approval or other action by or with any other person), (ii) require no action by or in respect of, or filing with, any governmental body, agency, official or authority (except as may be required under the Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act") or by Regulation 13D-G under the Securities Exchange Act of 1934), (iii) do not and will not violate any statute, rule or regulation applicable to Stockholder (except that the pre-merger notification requirements of the HSR Act may apply), or any injunction, order or decree binding on Stockholder, and (iv) will not result in the imposition of any lien on any Shares or Additional Shares. 5. BINDING. Stockholder represents that this Agreement has been duly executed and delivered by Stockholder and is the valid and binding agreement of Stockholder, enforceable against Stockholder in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, and (ii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform this Agreement. 6. NO PROXIES FOR OR ENCUMBRANCES ON STOCKHOLDER'S SHARES. Except as provided in this Agreement, Stockholder agrees that Stockholder shall not, during the term of this Agreement, without the prior written consent of PRI, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any Voting Agreement 2 Execution Copy Shares or Additional Shares or (ii) sell, assign, transfer, encumber or otherwise dispose of, or solicit the sale, assignment, transfer, encumbrance or other disposition of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Shares or Additional Shares; PROVIDED, HOWEVER, that Stockholder may assign or transfer any Shares or Additional Shares for estate planning or charitable purposes to any person who shall have executed and delivered to PRI prior to such assignment or transfer a voting agreement substantially identical to this Agreement with respect to any Shares and Additional Shares to be received by such person in such assignment or transfer. Stockholder agrees to notify PRI promptly and to provide all details required by PRI if Stockholder shall be approached or solicited, directly or indirectly, by any person with respect to any of the foregoing. 7. CONDUCT OF STOCKHOLDERS. Stockholder agrees that Stockholder will not (i) take, or commit to take, any action that would make any representation and warranty of Stockholder hereunder inaccurate in any respect as of any time prior to the termination of this Agreement or (ii) omit, or commit to omit, to take any reasonable action that is within Stockholder's power without undue expense and that is necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time. 8. SPECIFIC PERFORMANCE. Stockholder acknowledges that it will be impossible to measure in money the damage to PRI if Stockholder fails to comply with the obligations imposed by this Agreement, and that, in the event of any such failure, PRI will not have an adequate remedy at law or in damages. Accordingly, Stockholder agrees that injunctive relief or other equitable remedy, in addition to remedies at law or in damages, is the appropriate remedy for any such failure, and will not oppose the granting of such relief on the basis that PRI has an adequate remedy at law or in damages. Stockholder agrees that Stockholder will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with PRI's seeking or obtaining such equitable relief. 9. TERM OF AGREEMENT; TERMINATION. Subject to Section 13(e), the term of this Agreement shall commence on the date hereof and such term, this Agreement and the proxy(ies) granted in and pursuant to Section 2 hereof shall terminate upon the earlier to occur of (i) the Effective Time (as defined in the Merger Agreement), and (ii) the date on which the Merger Agreement is terminated in accordance with its terms. Upon such termination, no party shall have any further obligations or liabilities hereunder; PROVIDED, that such termination shall not relieve any party from liability for any breach of this Agreement prior to such termination. 10. FURTHER ASSURANCES. Except as otherwise provided in the Merger Agreement, Stockholder will execute and deliver or cause to be executed and delivered such further documents and instruments and use Stockholder's best efforts to take such further actions as may be reasonably necessary in order to consummate the transactions contemplated hereby or to enable PRI and any assignee to exercise and enjoy all voting rights of Stockholder with respect to the Shares and any Additional Shares. Voting Agreement 3 Execution Copy 11. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended, supplemented or modified, and no provisions hereof may be modified or waived, except by an instrument in writing signed by the parties hereto. No waiver of any provision hereof by any party shall be deemed a waiver of any other provision hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party. 12. NOTICES. All notices, requests, claims, demands or other communications hereunder shall be in writing and shall be deemed given when delivered personally, upon receipt of a transmission confirmation if sent by facsimile or like transmission (with confirmation) and on the next business day when sent by Federal Express, Express mail or other reputable overnight courier service to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to PRI: PRI Automation, Inc. 840 Middlesex Turnpike Billerica, MA 01821 Attention: President Fax: (978) 671-9430 With a copy to: Foley, Hoag & Eliot LLP One Post Office Square Boston, MA 02109 Attention: Robert W. Sweet, Jr., Esq. Fax: (617) 832-7000 If to Stockholder: Joseph R. Martin 21 Beech Tree Lane Yarmouth, ME 04096 Fax: ______________ With a copy to Brooks: Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 Attention: Ellen B. Richstone Fax: (978) 262-2511 Voting Agreement 4 Execution Copy and a copy to: Brown Rudnick Freed & Gesmer One Financial Center Boston, MA 02111 Attention: David H. Murphree, Esq. Fax: (617) 856-8201 13. MISCELLANEOUS. (a) This Agreement shall be deemed a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of Delaware, without regard to its principles of conflicts of laws. Each of the parties hereby: (a) irrevocably submits to the jurisdiction of the Courts of the Commonwealth of Massachusetts and the federal courts of the United States of America located in the Commonwealth of Massachusetts solely in respect of the interpretation and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby; (b) waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject to such jurisdiction or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be interpreted or enforced in or by such courts; and (c) irrevocably agrees that all claims with respect to such action, suit or proceeding shall be heard and determined in such courts. Each party hereto hereby consents to and grants any such court's jurisdiction over the person of such party and over the subject matter of such dispute and agrees that mailing of process or other papers in connection with any such action, suit or proceeding in the manner provided in Section 12, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. (b) If any provision of this Agreement or the application of such provision to any person or circumstances shall be held invalid or unenforceable by a court of competent jurisdiction, such provision or application shall be unenforceable only to the extent of such invalidity or unenforceability, and the remainder of the provisions not held invalid or unenforceable and the application of such provisions to persons or circumstances other than the party as to which it is held invalid, and the remainder of this Agreement, shall not be affected. (c) This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. (d) All Section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom. (e) The obligations of Stockholder set forth in this Agreement shall not be effective or binding upon Stockholder until after such time as the Merger Agreement is executed and delivered by PRI, Brooks and Merger Sub, and the parties agree that there is not and has not been Voting Agreement 5 Execution Copy any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein. [Signature page follows] Voting Agreement 6 Execution Copy IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above. PRI AUTOMATION, INC. By: /s/ Cosmo S. Trapani -------------------------------------------- Name: Cosmo S. Trapani Title: Treasurer and Chief Financial Officer STOCKHOLDER Name: /s/ Joseph R. Martin ------------------------------------------ Joseph R. Martin Voting Agreement 7 Execution Copy Annex A PROXY The undersigned, for consideration received, hereby appoints PRI Corporation, a Massachusetts corporation ("PRI"), its proxy, with full power of substitution, to vote all shares of capital stock owned or later acquired by the undersigned, and all shares that the undersigned is or becomes entitled to vote pursuant to contract, trust, deed or otherwise, at any meeting of stockholders of Brooks Corporation, a Delaware corporation ("Brooks"), and at any adjournment thereof, to be held for the purpose of voting upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of October 23, 2001 (the "Merger Agreement"), by and among PRI, Brooks and Pontiac Acquisition Corp., a Massachusetts corporation ("Merger Sub"), the Merger (as defined in the Merger Agreement) and all agreements and actions related to the Merger FOR such proposal. This proxy is subject to the terms of the Voting Agreement dated as of October 23, 2001 between the undersigned and PRI, a copy of which is attached hereto (the "Voting Agreement"), is coupled with an interest, revokes all prior proxies granted by the undersigned with respect to such shares, is irrevocable and shall terminate and be of no further force or effect automatically at such time as the Voting Agreement terminates in accordance with its terms. Dated: October 23, 2001 STOCKHOLDER /s/ Joseph R. Martin -------------------- Signature Voting Agreement 8 Execution Copy SCHEDULE A
NAME AND ADDRESS OF STOCKHOLDER OWNED SHARES CONTROLLED SHARES ------------------------------- ------------ ----------------- Joseph R. Martin 0 21 Beech Tree Lane Yarmouth, ME 04096
Voting Agreement 9 Execution Copy