SC TO-I

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 13e-4)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

BROOKS AUTOMATION, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)

114340 10 2
(CUSIP Number of Class of Securities)
(Underlying Common Stock)

Robert J. Therrien
Chief Executive Officer
Brooks Automation, Inc.
15 Elizabeth Drive
Chemlsford, MA 01824
(978) 262-2400
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing person)

Copies to:
Lawrence M. Levy, Esq.
Brown Rudnick Berlack Israels LLP
One Financial Center
Boston, MA 02111
(617) 856-8200

TABLE OF CONTENTS

EX-99.(a)(1) Offer to Exchange

EX-99.(a)(2) Memorandum from Robert J. Therrien

EX-99.(a)(3) Frequently Asked Questions

EX-99.(a)(4) Election Form

EX-99.(a)(5) Notice to Withdraw from the Offer

EX-99.(d)(3) 1998 Employee Equity Incentive Plan

EX-99.(d)(4) 2000 Combination Stock Option Plan

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
$22,387,500	$1,811.15

* Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 6,375,954 shares of common stock of Brooks Automation, Inc. having an aggregate value of $22,387,500 as of January 29, 2003 will be exchanged and/or cancelled pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $80.90 per each $1 million of the value of the transaction.

o Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not applicable.
Form or Registration No.: Not applicable.
Filing party: Not applicable.
Date filed: Not applicable.

o Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

Item 1. Summary Term Sheet.

     The information set forth under “Summary Term Sheet” in the Offer to Exchange, dated March 13, 2003 (the “Offer to Exchange”), attached hereto as Exhibit (a)(1), is incorporated herein by reference.

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Item 2. Subject Company Information.

     (a) The name of the issuer is Brooks Automation, Inc., a Delaware corporation (the “Company”), and the address of its principal executive office is 15 Elizabeth Drive, Chelmsford, Massachusetts 01824. The telephone number of its principal executive office is 978-262-2400. The information set forth in the Offer to Exchange under Section 15 (“Information Concerning Brooks”) is incorporated herein by reference.

     (b) This Tender Offer Statement on Schedule TO relates to an offer by the Company to certain of its employees to exchange certain options to purchase shares of the Company’s common stock, par value $0.01 per share, having an exercise price of $20.00 per share or more that are outstanding and expiring after April 16, 2004 under the plans listed under Section 1c (“Eligibility”) of the Offer to Exchange (the “Option Plans”), which is incorporated herein by reference, for new options to purchase common stock that will be granted under either the Brooks 2000 Plan or the Brooks 1998 Plan (the “New Options”), upon the terms and subject to the conditions described in (a) the Offer to Exchange; (b) “Frequently Asked Questions”, attached hereto as Exhibit (a)(3); (c) the Election Form attached hereto as Exhibit (a)(4); and (d) the Notice to Withdraw from the Offer attached hereto as Exhibit (a)(5) (collectively, as they may be amended from time to time, the “Offer”). Eligible participants will receive a certain number of shares rounded down to the nearest whole share based upon an exchange ratio derived from a formula incorporating components of the Black-Scholes option pricing model, including, among other factors, the exercise price of the old options. Employees are eligible to participate in the Offer if they are employees of Brooks or one of Brooks’ majority-owned subsidiaries as of the date the Offer commences and remain employees through the date on which the tendered options are cancelled. In order to receive a New Option, a participant must remain an eligible employee as of the date the New Options are granted. In addition, members of the Board of Directors and the executive officers of Brooks listed on Schedule A to the Offer to Exchange are not eligible to participate. The information set forth in the Offer to Exchange under Section 1 (“Eligibility”) is incorporated herein by reference. As of March 7, 2003, there were options to purchase 8,526,222 shares of the Company’s common stock outstanding. The information set forth in the Offer to Exchange under “Summary Term Sheet,” Section 2 (“What You May Choose to Exchange; Exchange Ratio”), Section 5 (“Acceptance of Options for Exchange And Cancellation; Issue of New Options”), Section 10 (“Source and Amount of Consideration”) and Section 11 (“Terms of New Options”) is incorporated herein by reference.

     (c) The Company’s options eligible for exchange are not actively traded on an exchange. The Company’s common stock underlying the options is traded on the Nasdaq National Market. The information set forth in the Offer to Exchange under Section 8 (“Price Range of Shares Underlying The Options”) is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

     (a) The Company is the filing person. The information set forth under Item 2(a) above is incorporated herein by reference. The information set forth in Schedule A to the Offer to Exchange is incorporated herein by reference.

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Item 4. Terms of the Transaction.

     (a) The information set forth in the Offer to Exchange under “Summary Term Sheet,” Section 2 (“What You May Choose To Exchange; Exchange Ratio”), Section 3 (“Timing And Procedures For Surrendering Option Grants For Exchange”), Section 4 (“Withdrawal Rights and Change of Election”), Section 5 (“Acceptance of Options for Exchange And Cancellation; Issue of New Options”), Section 7 (“Conditions to the Offer”), Section 10 (“Source and Amount of Consideration”), Section 11 (“Terms of New Options”), Section 19 (“Status of Options Acquired by Us In The Offer”), Section 20 (“Legal Matters; Regulatory Approvals”), Section 21 (“Material U.S. Federal Income Tax Consequence to Holders of Options Under Brooks 2000 Plan and Brooks 1998 Plan; Consequences of Exchange Offer”), Section 22 (“Material Tax Consequences for Certain Non-U.S. Jurisdictions”), Section 23 (“Material Tax Consequences for Employees Who are Tax Residents in Canada”), Section 24 (“Material Tax Consequences for Employees Who are Tax Residents in Germany”), Section 25 (“Material Tax Consequences for Employees Who are Tax Residents in South Korea”), Section 26 (“Material Tax Consequences for Employees Who are Tax Residents in the United Kingdom”), Section 27 (“Extension of Offer; Termination; Amendment”) and Section 28 (“Fees and expenses”) is incorporated herein by reference.

     (b) The information set forth in the Offer to Exchange under Section 1 (“Eligibility”) is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Arrangements.

     (e) The information set forth in the Offer to Exchange under Section 18 (“Agreements Involving Brooks’ Securities”) is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

     (a) The information set forth in the Offer to Exchange under Section 6 (“Purpose of the Offer; Plans or Proposals”) is incorporated herein by reference.

     (b) The information set forth in the Offer to Exchange under Section 19 (“Status of Options Acquired By Us In The Offer”) is incorporated herein by reference.

     (c) The information set forth in the Offer to Exchange under Section 6 (“Purpose of the Offer; Plans or Proposals”) is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration.

     (a) The information set forth in the Offer to Exchange under Section 10 (“Source and Amount of Consideration”) and Section 28 (“Fees and expenses”) is incorporated herein by reference.

     (b) Not applicable.

     (d) Not applicable.

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Item 8. Interest in Securities of the Subject Company.

     (a) The information set forth in Schedule A to the Offer to Exchange is incorporated herein by reference.

     (b) The information set forth in the Offer to Exchange under Section 15 (“Interests of Directors and Officers; Transactions and Arrangements Concerning the Options”) is incorporated herein by reference.

Item 9. Person/Assets, Retained, Employed, Compensated or Used.

     (a) Not applicable.

Item 10. Financial Statements.

     (a) The information set forth (i) in the Offer to Exchange under Section 15 (“Information Concerning Brooks”), Section 29 (“Additional Information Concerning the Offer to Exchange”) and Section 16 (“Summary Financial Information”); (ii) on pages 47 through 91 of the Company’s Annual Report on Form 10-K for its fiscal year ended September 30, 2002; and (iii) on pages 1 through 21 of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2002, is incorporated herein by reference, and is available over the Internet at the World Wide Web site of the Securities and Exchange Commission at http://www.sec.gov.

     (b) Not applicable.

     (c) The information set forth in the Offer to Exchange under Section 16 (“Summary Financial Information”) is incorporated herein by reference.

Item 11. Additional Information.

     (a) The information set forth in the Offer to Exchange under Section 18 (“Agreements Involving Brooks’ Securities”) and Section 20 (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference.

     (b) Not applicable.

Item 12. Exhibits.

(a)

(1)   Offer to Exchange, dated March 13, 2003.

(2)   Memorandum from Robert J. Therrien, Chief Executive Officer of the Company, dated March 13, 2003.

(3)   Frequently Asked Questions.

(4)   Election Form.

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(5)	Notice to Withdraw from the Offer.
(6)	Brooks Automation, Inc. Annual Report on Form 10-K for its fiscal year ended September 30, 2002, filed with the Securities and Exchange Commission on December 30, 2002 and incorporated herein by reference.
(7)	Brooks Automation, Inc. Quarterly Report on Form 10-Q for its quarter ended December 31, 2002, filed with the Securities and Exchange Commission on February 14, 2003 and incorporated herein by reference.
(b)	Not applicable.
(c)	Not applicable.
(d)
(1)	Stockholder Agreement dated September 30, 1999 by and among the Company, Jenoptik AG, M&W Zander Holding GmbH and Robert J. Therrien relating to the acquisition of substantially all of the assets of the Infab Division of Jenoptik AG by the Company, incorporated herein by reference to the Company’s current report on Form 8-K filed with the Securities Exchange Commission on October 15, 1999.
(2)	Transitional Services Agreement dated September 30, 1999 between the Company and Jenoptik AG relating to the Company’s German manufacturing facility, incorporated herein by reference to Exhibit 10.33 of the Company’s Annual Report on Form 10-K filed with the Securities Exchange Commission on December 29, 1999 for the fiscal year ended September 30, 1999.
(3)	Brooks Automation, Inc. 1998 Employee Equity Incentive Plan.
(4)	Brooks Automation, Inc. 2000 Combination Stock Option Plan.
(e)	Not applicable.
(f)	Not applicable.
(g)	Not applicable.
(h)	Not applicable.

Item 13. Information Required by Schedule 13E-3.

(a) Not applicable.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

	BROOKS AUTOMATION, INC
	/s/ Lynda M. Avallone
	Lynda M. Avallone
	Vice President, Corporate Treasurer
Date: March 13, 2003

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INDEX TO EXHIBITS

Exhibit
Number	Description
(a)(1)	Offer to Exchange, dated March 13, 2003.
(a)(2)	Memorandum from Robert J. Therrien, Chief Executive Officer of the Company, dated March 13, 2003.
(a)(3)	Frequently Asked Questions.
(a)(4)	Election Form.
(a)(5)	Notice to Withdraw from the Offer.
(a)(6)	Brooks Automation, Inc. Annual Report on Form 10-K for its fiscal year ended September 30, 2002, filed with the Securities and Exchange Commission on December 30, 2002 and incorporated herein by reference.
(a)(7)	Brooks Automation, Inc. Quarterly Report on Form 10-Q for its quarter ended December 31, 2002, filed with the Securities and Exchange Commission on February 14, 2003 and incorporated herein by reference.
(d)(1)	Stockholder Agreement dated September 30, 1999 by and among the Company, Jenoptik AG, M&W Zander Holding GmbH and Robert J. Therrien relating to the acquisition of substantially all of the assets of the Infab Division of Jenoptik AG by the Company, incorporated herein by reference to the Company’s current report on Form 8-K filed with the Securities Exchange Commission on October 15, 1999.

(d)(2)	Transitional Services Agreement dated September 30, 1999 between the Company and Jenoptik AG relating to the Company’s German manufacturing facility, incorporated herein by reference to Exhibit 10.33 of the Company’s Annual Report on Form 10-K filed with the Securities Exchange Commission on December 29, 1999 for the fiscal year ended September 30, 1999.
(d)(3)	Brooks Automation, Inc. 1998 Employee Equity Incentive Plan.
(d)(4)	Brooks Automation, Inc. 2000 Combination Stock Option Plan.

8 EX-99.(A)(1) 3 b45814baexv99wxayx1y.txt EX-99.(A)(1) OFFER TO EXCHANGE Exhibit (a)(1) PROSPECTUS SUPPLEMENT (TO PROSPECTUSES DATED MAY 8, 2002 AND MAY 14, 2002) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- BROOKS AUTOMATION, INC. OFFER TO EXCHANGE ---------------- OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS HAVING AN EXERCISE PRICE OF $20.00 OR MORE FOR NEW OPTIONS UNDER THE BROOKS AUTOMATION, INC. 2000 COMBINATION STOCK OPTION PLAN AND THE BROOKS AUTOMATION, INC. 1998 EMPLOYEE EQUITY INCENTIVE PLAN ---------------- THIS OFFER AND THE RIGHT TO WITHDRAW FROM THIS OFFER EXPIRE AT 6:00 P.M., EASTERN DAYLIGHT TIME, ON APRIL 11, 2003 UNLESS THIS OFFER IS EXTENDED MARCH 13, 2003 THIS SUPPLEMENT CONSTITUTES PART OF THE SECTION 10(a) PROSPECTUS DATED MAY 14, 2002 RELATING TO THE BROOKS AUTOMATION, INC. 2000 COMBINATION STOCK OPTION PLAN AND THE PROSPECTUS DATED MAY 8, 2002 RELATING TO THE BROOKS AUTOMATION, INC. 1998 EMPLOYEE EQUITY INCENTIVE PLAN BROOKS AUTOMATION, INC. MARCH 13, 2003 OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR NEW OPTIONS (THE "OFFER TO EXCHANGE") THIS OFFER AND THE RIGHT TO WITHDRAW FROM THIS OFFER EXPIRE AT 6:00 P.M., EASTERN DAYLIGHT TIME, ON APRIL 11, 2003 UNLESS THIS OFFER IS EXTENDED. Brooks Automation, Inc. ("Brooks") is offering eligible employees the opportunity to exchange options they hold having exercise prices greater than or equal to $20.00 per share which expire after April 16, 2004 for new options to be granted in the future under certain Brooks options plans. Brooks is making this offer upon the terms and conditions described in: (1) this Offer to Exchange; (2) a set of "Frequently Asked Questions"; (3) the Election Form; and (4) the Notice to Withdraw from the Offer (which, as they may be amended from time to time, together constitute the "Offer"). All employees of Brooks or its majority-owned subsidiaries are eligible to participate in this Offer. To receive new options, you must be an employee of Brooks or a majority-owned subsidiary on the date more than six months after this offer expires when the new options are granted. Once you have been granted your new options, you must continue to be an employee of Brooks or a majority-owned subsidiary for at least another six months before any of the new options can be exercised. We recommend that all employees consult with their own professional advisers to determine the economic tax and social insurance consequences under the laws of the country in which they may be subject to the tax laws. This Offer will expire at 6:00 p.m. Eastern Daylight Time, on April 11, 2003, unless Brooks extends it to a later date. We expect to cancel options properly surrendered within a few business days thereafter. If we do not accept the old options you surrender for exchange and cancel them by May 8, 2003, you will be entitled to withdraw your old options from participation in the Offer. ALTHOUGH OUR BOARD OF DIRECTORS HAS APPROVED THE OFFER, NEITHER WE NOR OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO WHETHER YOU SHOULD TENDER OR NOT TENDER YOUR OPTIONS FOR EXCHANGE. YOU MUST MAKE YOUR OWN DECISION WHETHER OR NOT TO TENDER YOUR OPTIONS. Shares of Brooks common stock are traded on the Nasdaq National Market under the symbol "BRKS." On March 11, 2003, the closing price of our common stock reported on the Nasdaq National Market was $8.96 per share. WE RECOMMEND THAT YOU EVALUATE CURRENT MARKET QUOTES FOR OUR COMMON STOCK, AMONG OTHER FACTORS, BEFORE DECIDING WHETHER OR NOT TO TENDER YOUR OPTIONS. THIS OFFER TO EXCHANGE HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR ANY STATE SECURITIES COMMISSION NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS OFFER TO EXCHANGE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. We are not making the Offer to, and we will not accept any tender of options from or on behalf of, option holders in any jurisdiction in which the Offer or the acceptance of any tender of options would not be in compliance with the laws of that jurisdiction. However, we may, at our discretion, take any actions necessary for us to make the Offer to option holders in any of these jurisdictions. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR NOT TENDER YOUR OPTIONS THROUGH THE OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION IN THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DOCUMENT AND IN THE FREQUENTLY ASKED QUESTIONS, THE ELECTION FORM AND THE NOTICE TO WITHDRAW FROM THE OFFER. IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION TO YOU OR GIVES YOU ANY INFORMATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY BROOKS. TABLE OF CONTENTS

PAGE SUMMARY TERM SHEET 3 INTRODUCTION 12 CERTAIN RISKS OF PARTICIPATING IN THE OFFER 13 1. Economic Risks 2. Tax-Related Risks Related to Exchange 15 3. Business-Related Risks 15 15 THE OFFER 16 1. Eligibility 16 2. What You May Choose to Exchange; Exchange Ratio 17 3. Timing And Procedures For Surrendering Option Grants For Exchange 18 4. Withdrawal Rights and Change of Election 20 5. Acceptance of Options For Exchange And Cancellation; Issue Of New Options 21 6. Purpose of the Offer; Plans or Proposals 22 7. Conditions to the Offer 23 8. Price Range of Shares Underlying The Options 25 9. Effect of a Change of Control Prior to the Granting of New Options 25 10 Source and Amount of Consideration 25 11. Terms of New Options 26 12. Description of Brooks 2000 Plan 26 13. Description of Brooks 1998 Plan 31 14. Accounting Consequences 34 15. Information Concerning Brooks 34 16. Summary Financial Information 35

i 17. Interest of Directors and Officers; Transactions and Arrangements Concerning the Options 35 18. Agreements Involving Brooks' Securities 35 19. Status of Options Acquired By Us In The Offer 36 20. Legal Matters; Regulatory Approvals 36 21. Material U.S. Federal Income Tax Consequence to Holders of Options Under Brooks 2000 Plan and Brooks 1998 Plan; Consequences of Exchange Offer 36 22. Material Tax Consequences for Certain Non-U.S. Jurisdictions 39 23. Material Tax Consequences for Employees Who are Tax Residents in Canada 39 24. Material Tax Consequences for Employees Who are Tax Residents in Germany 41 25. Material Tax Consequences for Employees Who are Tax Residents in South Korea 42 26. Material Tax Consequences for Employees Who are Tax Residents in the United Kingdom 43 27. Extension of Offer; Termination; Amendment 44 28. Fees and expenses 45 29. Additional Information Concerning the Offer to Exchange 45 30. Miscellaneous 46 SCHEDULE A Information Concerning the Directors and Executive Officers of Brooks Automation, Inc. A-1 SCHEDULE B Certain Financial Information B-1 ii SUMMARY TERM SHEET The following are answers to some of the questions that you may have about the offer. We urge you to read carefully the remainder of this Offer to Exchange, the Frequently Asked Questions, the Election Form and the Notice to Withdraw from the Offer because the information in this summary is not complete, and additional important information is contained in these documents. We have included page references to the relevant sections of this Offer to Exchange where you can find a more complete description of the topics in this summary. WHY IS BROOKS MAKING THE OFFER? Brooks Automation has used stock options as a way to attract and retain its employees. However, the stock price has declined significantly in recent years, and as a result, the majority of Brooks' employees have options with exercise prices significantly higher than current market prices ("out of the money") options. Brooks believes that these "out of the money" options have little incentive to employees, and in fact undermine morale and motivation. The stock option exchange program is designed to provide employees with new options a little over six months after the date of cancellation of the old options that are closer to the current market price of our stock. (Pages 22 through 23) WHAT IS BROOKS OFFERING TO EXCHANGE? We are offering to grant new stock options in the future in exchange for eligible options to purchase shares of Brooks common stock issued under certain of Brooks' option plans that are held by eligible employees. (Page 16 through 17) WHO IS ELIGIBLE TO PARTICIPATE? To participate in the program, you must meet the following criteria: i. You must be an employee from March 13, 2003, the date the offer begins, through April 11, 2003, the date the offer ends; ii. You must hold stock options with an exercise price of $20.00 or higher, which expire after April 16, 2004; and iii. You must not be a consultant to, or one of the directors and executive officers of, Brooks listed on Schedule A to the Offer to Exchange. (Page 16) WHICH OPTIONS ARE ELIGIBLE TO PARTICIPATE? Options which satisfy all of the following criteria will be eligible to be exchanged for new options: - The options must be outstanding and unexercised at the time you tender them; - The options must have been granted prior to October 10, 2002; - The exercise price of the options must be greater than or equal to $20.00 per share; - The options must not expire before April 16, 2004; and 3 - The options must have been granted under one of the option plans that are participating in this offer. (Pages 16 through 17) WHAT ARE THE CONDITIONS TO THE OFFER? The offer is not conditioned on a minimum number of options being tendered. Participation in the offer is completely voluntary. The conditions to the offer are described in Section 7 of this offer to Exchange. (Pages 23 through 24) ARE THERE ANY ELIGIBILITY REQUIREMENTS THAT I MUST SATISFY AFTER THE OFFER EXPIRES TO RECEIVE THE NEW OPTIONS? In order to receive a grant of new options through the offer and under the terms of the Brooks 2000 Plan or Brooks 1998 Plan, you must continue to be employed by Brooks or one of its subsidiaries as of the regrant date which is currently expected to be on or soon after October 16, 2003 (unless we extend the offer). If, for any reason, you do not remain an eligible employee of Brooks or one of its subsidiaries through the regrant date, you will not receive any new options or other consideration in exchange for your tendered options that have been accepted for exchange. In addition, if you leave Brooks' employment for any reason prior to six months after the regrant date, none of your options will have vested and you will have no option to exercise. Those options that you choose not to surrender for participation in this program will be governed by the terms of your existing stock option agreement and the option plan that governs it. (Page 16) HOW DO I KNOW WHICH OF MY OPTIONS ARE ELIGIBLE FOR THE EXCHANGE PROGRAM? Your option statement is available for review on-line by accessing your E*Trade OptionsLink account, and includes for each grant, the option grant date, the unique grant number identifying each grant, the number of shares granted, the exercise price and the expiration date. (Page 18) HOW MANY NEW OPTIONS WILL I RECEIVE IN EXCHANGE FOR MY TENDERED OPTIONS? Each eligible employee who accepts the offer will receive, in exchange for his or her old options that are accepted for exchange and cancelled, that number of new options based on the exercise price of the old options as follows:

EXCHANGE RATIOS EXERCISE PRICE OF OLD OPTIONS (# NEW OPTIONS RECEIVED FOR OLD OPTIONS) - --------------------------------------------------------------------------------- Greater than $100.00 1 new option for 15 old options - --------------------------------------------------------------------------------- $50.00-$99.99 1 new option for 5 old options - --------------------------------------------------------------------------------- $30.00-$49.99 1 new option for 2 old options - --------------------------------------------------------------------------------- $20.00-$29.99 1 new option for 1.5 old options - --------------------------------------------------------------------------------- Less than $20.00 Not eligible to participate

New options will be granted under either our Brooks 2000 Plan or our Brooks 1998 Plan, unless prevented by law or applicable regulations, and will be governed by the terms and conditions of whichever plan they are issued under. All new options will be subject to a new option agreement between you and us. You must execute the new option agreement under either the Brooks 2000 Plan or Brooks 1998 Plan, which may have different terms and conditions from the option agreement for your old options, before receiving new options. (Pages 18 and 26) WHAT WILL BE THE EXERCISE PRICE FOR THE NEW OPTIONS? 4 The exercise price for the new options will be the fair market value of our common stock on the date of grant of the new options (approximately October 16, 2003, unless the offer period is extended), defined as the closing price of our common stock on the Nasdaq National Market on that date. Accordingly, we cannot predict the exercise price of the new options. Because we will not grant new options until soon after the first business day that is at least six months and one day after the cancellation date, there is a risk that the new options may have a higher exercise price than some or all of your current options. We recommend that you evaluate current market quotes for our shares, among other factors, before deciding whether or not to tender your options. (Pages 25 and 26) WHICH OPTIONS MUST BE CANCELLED? If you are eligible and choose to participate in this offer, you may opt to cancel one or more eligible options granted under the option plans. To be eligible, options must have been granted at an exercise price higher than or equal to $20.00 per share and cannot expire before April 16, 2004. If you choose to cancel one or more eligible options, all options granted to you on or after October 10, 2002 will be automatically cancelled by Brooks, and you will receive no new options in exchange for any options that were granted to you on or after that date. (Pages 17 and 18) WILL I BE REQUIRED TO GIVE UP ALL MY RIGHTS TO THE CANCELLED OPTIONS? Yes. The options that you turn in for exchange will be cancelled within a few business days after the end of the offer. Employees will no longer have any right with respect to these old options, as once they are cancelled, they will no longer exist. If you elect to participate in this program, then within a few business days after the expiration date (unless we extend the offer), we will cancel all of your outstanding options that were granted on or after October 10, 2002, plus any others that you elected to cancel. (Page 21) IF I CHOOSE TO TENDER AN OPTION GRANT WHICH IS ELIGIBLE FOR EXCHANGE, DO I HAVE TO TENDER ALL THE SHARES IN THAT OPTION GRANT? Yes. You may tender one or more of your option grants, but you must tender all of the unexercised shares subject to each option grant, or none of those shares. We are not accepting partial tenders of option grants. However, you may tender all the remaining portion of an option which you have partially exercised. (Pages 17 through 18) CAN I CHOOSE WHICH OPTION GRANTS I WANT TO CANCEL, IF I HAVE MULTIPLE GRANTS? Yes. You may choose to cancel one or more outstanding option grants with an exercise price of at least $20.00 per share which expire later than April 16, 2004, if granted prior to October 10, 2002. The decision of which eligible grants to tender is strictly up to you. However, if you wish to exchange any eligible grant, all options granted to you on or after October 10, 2002 will be automatically cancelled by Brooks and you will not receive any new options for these. (Pages 17 through 18) WHY MUST MY OPTIONS GRANTED ON OR AFTER OCTOBER 10, 2002 BE CANCELLED IF I CHOOSE TO EXCHANGE MY OPTIONS GRANTED PRIOR TO OCTOBER 10, 2002? Outstanding options granted on or after October 10, 2002 that were granted within the six-month period prior to the scheduled cancellation date, must be automatically cancelled if you choose to tender any options granted prior to October 10, 2002 based on accounting rules. Failure to cancel options granted on or after October 10, 2002 would cause Brooks to incur a variable accounting charge against earnings. Options granted on or after October 10, 2002 are not eligible to be exchanged for new options in this program, but they will automatically be cancelled. 5 Additionally, if you exercise any option granted on or after October 10, 2002 following the commencement of the offer, you will cease to be eligible to participate in the offer. (Page 18) WHEN WILL THE NEW OPTIONS VEST? The vesting period for new options granted in exchange for old options surrendered will effectively be extended for six months or more. Each new option granted will vest as follows: - after applying the exchange ratio, that percentage of shares under the new options equal to the percentage of shares under the old options that were fully vested on the date the old options are cancelled will become fully vested six months after the regrant date (approximately one year after the cancellation date); - after applying the exchange ratio, that percentage of shares under the new option equal to the percentage of shares under the old options that were unvested shares on the cancellation date will have an additional six months added to the original vesting period for such options, such that each such portion of each new option grant will vest on the later of (i) the date on which the corresponding portion of the old option for which it was exchanged would have vested under the terms of the old option, plus six months, or (ii) six months after the regrant date. For example: ___ An employee cancels an option that is 25% vested at the time of cancellation. ___ The regrant date occurs 6 months and one day after the cancellation date. ___ Six months after the regrant date, the new option will be 25% vested with respect to the total number of old options after the exchange ratio has been applied. The remaining 75% of the shares will have an additional six months added to the date they would have vested under the old option; provided, however, that in no event would any of them vest before the date six months after the regrant date. (Pages 29 and 31 through 32) WHAT TYPE OF OPTIONS WILL MY NEW OPTION BE, INCENTIVE STOCK OPTION OR NON-QUALIFIED STOCK OPTION? If you are a United States employee and your cancelled stock options were incentive stock options our intent is that your new options will be incentive stock options to the extent they qualify under the Internal Revenue Code of 1986, as amended. If you are a United States employee and your cancelled stock options were non-qualified stock options, your new options will be non-qualified stock options. If you are not a resident employee of the United States, your New Options will be granted as non-qualified stock options under U.S. tax law. (Pages 22 and 26) WHEN WILL I RECEIVE MY NEW OPTIONS? We will grant the new options on the regrant date, which will be at least six months and one day after the cancellation of the old options. If we cancel options turned in for exchange within a few business days after the scheduled expiration date of the offer, the regrant date of the new options will be on or soon after October 16, 2003. However, if we extend the offer, the regrant date will be at a later time. You must be an eligible employee on the regrant date in order to be eligible to receive them. (Pages 21 through 22) 6 ARE THERE CIRCUMSTANCES WHERE I WOULD NOT BE GRANTED NEW OPTIONS? If you are no longer an eligible employee on the regrant date, you will not receive any new options or any consideration on account of the cancelled old options. (Page 22) We will not grant any new options to you if we are prohibited by applicable law or regulations from doing so. Such a prohibition could result from changes in foreign laws, Securities and Exchange Commission rules, regulations or policies or Nasdaq listing requirements. We are unaware of any such prohibition at this time, and we will use reasonable efforts to affect the grant, but if the grant is prohibited as of the scheduled regrant date, we will not grant you new options and you will not receive any other compensation for the options you tendered. We do not anticipate any such prohibitions and are referring to the possibility in an abundance of caution. (Page 35 through 36) WHY CAN'T I RECEIVE MY NEW OPTIONS IMMEDIATELY AFTER THE EXPIRATION DATE OF THE OFFER? If we were to grant the new options on any date which is earlier than six months and one day after the date we cancel the old options, it would have negative accounting consequences for Brooks (we would be required for financial reporting purposes to record a compensation expense against our earnings). By deferring the grant of the new options for at least six months and one day, under current accounting rules, we will not have to record such a compensation expense. (Page 34) WHEN WILL MY NEW OPTIONS EXPIRE? Your new options will expire on the earlier of: - the date indicated in the stock option agreement for your cancelled options, plus six months; - seven years after the regrant date; or - following termination of your employment with Brooks in accordance with the terms of the relevant option plan. (Page 26) Please note that if you hold old options that will expire before April 16, 2004, these options will not be eligible to participate in the offer because a new option would not be able to vest before the date the old option would expire. IF I TENDER OPTIONS IN THE OFFER, WILL I BE ELIGIBLE TO RECEIVE OTHER OPTION GRANTS BEFORE I RECEIVE MY NEW OPTIONS? If you participate in this exchange program you will be eligible for future option grants. However, because of the accounting rules discussed above, Brooks does not anticipate that there will be any options grants made to a significant number of existing employees prior to the regrant date, although there could be options granted to new hires. (Page 22) WHAT HAPPENS TO OPTIONS THAT I CHOOSE NOT TO EXCHANGE OR THAT ARE NOT ACCEPTED FOR EXCHANGE? Options that you choose not to tender for exchange or that we do not accept for exchange retain their current exercise price and current vesting schedule and remain outstanding until you exercise them or they expire by their terms. (Page 18) You should note that if you are a employee who resides in the Unites States, there is a risk that any incentive stock options you have may be affected, even if you do not participate in the exchange. 7 We believe that you will not be subject to current U.S. federal income tax if you do not elect to participate in the option exchange program. We also believe that the option exchange program will not change the U.S. federal income tax treatment of subsequent grants and exercises of your incentive stock options (and sales of shares acquired upon exercises of such options) if you do not participate in this offer to exchange options. However, the Internal Revenue Service may characterize this offer to exchange options as a "modification" of those incentive stock options for U.S. federal income tax purposes, even if you decline to participate. A SUCCESSFUL ASSERTION BY THE INTERNAL REVENUE SERVICE OF THIS POSITION COULD EXTEND AN INCENTIVE STOCK OPTIONS' HOLDING PERIOD TO QUALIFY FOR FAVORABLE TAX TREATMENT, BY RE-STARTING IT AS OF THE DATE WE COMMENCE THIS OFFER. ACCORDINGLY, TO THE EXTENT YOU DISPOSE OF YOUR INCENTIVE STOCK OPTION SHARES PRIOR TO THE LAPSE OF THE NEW EXTENDED HOLDING PERIOD, YOUR INCENTIVE STOCK OPTION COULD BE TAXED SIMILARLY TO A NON-QUALIFIED STOCK OPTION. (Pages 36 through 37) In 1991, the Internal Revenue Service issued a private letter ruling in which another company's option exchange program was characterized as a "modification" of all of the incentive stock options that could be exchanged. This does not necessarily mean that our offer to exchange options will be viewed the same way. Private letter rulings given by the Internal Revenue Service contain the Internal Revenue Service opinion regarding only the specific facts presented by a specific person or company. The person or company receiving the letter may rely on it, but no other person or company may rely on the letter ruling, nor may they assume the same opinion would apply to their situation, even if the facts at issue are similar. While such letters do not provide certainty, they may indicate how the Internal Revenue Service will view a similar situation. We, therefore, do not know if the Internal Revenue Service will assert the position that our offer constitutes a "modification" of incentive stock options eligible for tender. (Page 39) WILL I HAVE TO PAY TAXES IF I EXCHANGE MY OPTIONS IN THE OFFER? If you are a United States-based employee, neither the cancellation of your old options nor your receipt of a new option normally should give rise to a taxable event for you, but we recommend that you consult with your own tax advisor to determine if there are any particular tax consequences that will apply to you. If you are an employee resident outside of the United States or otherwise subject to the tax laws of a jurisdiction other than the United States, WE RECOMMEND THAT YOU CONSULT WITH YOUR OWN TAX ADVISOR TO DETERMINE THE TAX AND SOCIAL CONTRIBUTION CONSEQUENCES OF ELECTING TO EXCHANGE OPTIONS PURSUANT TO THE OFFER. ALL EMPLOYEES ARE STRONGLY URGED TO READ SECTIONS 21-26 OF THE OFFER TO EXCHANGE FOR AN ADDITIONAL DISCUSSION OF THE POTENTIAL TAX CONSEQUENCES. (Pages 36 through 44) WHEN DOES THE OFFER EXPIRE? CAN THE OFFER BE EXTENDED, AND IF SO, HOW WILL I BE NOTIFIED IF IT IS EXTENDED? The offer expires on April 11, 2003, at 6:00 p.m., Eastern Daylight Time, unless we extend it. We may, in our discretion, extend the offer at any time, but we cannot assure you that the offer will be extended or, if extended, for how long. If the offer is extended, we will make a public announcement of the extension, on the next business day following the previously scheduled expiration date. (Pages 18 through 19 and 44 through 45) WHAT DO I NEED TO DO TO PARTICIPATE IN THE OFFER TO EXCHANGE AND WHAT IS THE DEADLINE? To participate, you must complete the Election Form, sign and date it, and deliver it by mail, courier, hand delivery or fax so that it is received not later than 6:00 p.m. Eastern Daylight Time on April 11, 2003 (or later if we extend the offer period) at: 8 Office of the Treasurer Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 ATTN: Lynda Avallone Fax: (978) 262-1515 The properly completed, signed and dated Election Form should be accompanied by the stock option agreement for the options you are exchanging. If you cannot locate the option agreement, please advise us. (Pages 19 through 20) Brooks has not authorized any person (including any Brooks management personnel) to interpret the offer or to make any recommendation on our behalf in connection with the offer. For questions concerning timing or procedural matters related to the offer or how to locate additional copies of the materials describing the exchange program you should leave a message on the special hotline put in place for purposes of the exchange program: (978) 262-7373. Please note that this is a voicemail hotline only. Additionally, we have set up a separate e-mail address to answer questions. This external e-mail address is stock-option-exchange@brooks.com and the internal e-mail address displayed in the global address book is "stock-option-exchange." Someone from the Office of the Treasurer will respond to your inquiry within 48 hours after you leave a message. Be sure to leave your name, and a daytime and evening phone number where you may be contacted in addition to your question(s). Please understand that the person responding to your inquiries to the hotline or email address may only respond to questions concerning timing or procedural matters related to the offer and cannot provide advice as to whether you should participate or which options to exchange. (Pages 46 through 47) This is a one-time offer, and we will strictly enforce the offer period. We expect that we will accept all options properly offered to us for exchange that are not validly withdrawn, subject to our rights to extend, terminate and amend the offer. While we reserve the right to extend, terminate and amend the offer, we also reserve the right to reject any or all options elected for exchange that we determine are not in appropriate form or that we determine are unlawful to accept. (Page 20) DURING WHAT PERIOD OF TIME MAY I WITHDRAW PREVIOUSLY TENDERED OPTIONS? You can withdraw the options you have elected for exchange at any time before 6:00 p.m., Eastern Daylight Time, on April 11, 2003. To withdraw tendered options, you must complete the Notice to Withdraw from the Offer, sign and date it, and deliver it by mail, courier, hand delivery or fax so that it is received not later than 6:00 p.m. Eastern Daylight Time on April 11, 2003 (or later if we extend the offer period) at: Office of the Treasurer Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 ATTN: Lynda Avallone Fax: (978) 262-1515 Once you have withdrawn your election to exchange options, the only way you can re-elect to exchange options is by completing a new Election Form and following the delivery procedures described in the Instructions to the Election Form so that it is received before the expiration of the offer. If we do extend this offer, then you can withdraw your previously elected options until the new expiration date of the offer. In addition, although we presently intend to accept and cancel validly tendered options promptly after the expiration of this offer, if we have not accepted and cancelled your tendered options after May 8, 2003, you can withdraw your tendered options at any time after May 8, 2003. 9 Please note that if you submit a Notice to Withdraw from the Offer, you will no longer participate in the offer. If you do not wish to withdraw all your tendered options from the offer, you should not submit a Notice to Withdraw from the Offer. If you wish to change your mind about which options to tender, you must submit a new Election Form. Please read the following question and answer regarding a change in election. (Pages 19 through 20) CAN I CHANGE MY ELECTION REGARDING PARTICULAR OPTIONS I TENDERED? Yes, you can change your election at any time before the offer expires. In order to change your election, you must complete, sign and date a new Election Form, and deliver it by mail, courier, hand delivery or fax so that it is received not later than 6:00 p.m. Eastern Daylight Time on April 11, 2003 (or later if we extend the offer period) at: Office of the Treasurer Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 ATTN: Lynda Avallone Fax: (978) 262-1515 Once we receive a new Election Form submitted by you, your previously submitted Election Form will be disregarded. In the event of uncertainty as to which Election Form is the newest Election Form, the later dated Election Form will govern. If we extend this offer, you can change your election until the new expiration date of the offer. (Page 20) WHAT DO BROOKS AND THE BOARD OF DIRECTORS THINK OF THE OFFER? Although our Board of Directors has approved Brooks' decision to make the offer, neither Brooks nor our Board of Directors makes any recommendation as to whether you should tender or not tender your options. You must make your own decision whether or not to tender options. For questions regarding tax implications or other investment-related questions, you should talk to your own legal counsel, accountant and/or financial advisor. (Page 23) TO WHOM CAN I TALK IF I HAVE QUESTIONS ABOUT THE OFFER? You should rely on information contained in this document or to documents that are referenced in this document. Brooks has not authorized any person (including any Brooks management personnel) to interpret the offer or to make any recommendation on our behalf in connection with the offer. For questions concerning timing or procedural matters related to the offer or how to locate additional copies of the materials describing the exchange program, you should leave a message on the special hotline put in place for purposes of the exchange program: (978) 262-7373. Please note that this is a voicemail hotline only. Additionally, we have set up a separate e-mail address to answer questions. This external e-mail address is stock-option-exchange@brooks.com and the internal e-mail address displayed in the global address book is "stock-option-exchange." Someone from the Office of the Treasurer will respond to your inquiry within 48 hours after you leave a message. Be sure to leave your name, and a daytime and evening phone number where you may be contacted in addition to your question(s). Please understand that the person responding to your inquiries to the hotline or email address may only respond to questions concerning timing or procedural matters related to the offer and cannot provide advice as to whether you should participate or which options to exchange. We recommend that you consult with your own tax advisor to determine the tax and social contribution consequences of this transaction under the laws of the country in which you live and work and if you may be subject to the tax laws of more than one country. (Pages 46 through 47) 10 WHERE CAN I OBTAIN COPIES OF THE DOCUMENTS CONSTITUTING THE OFFER? You can obtain copies of the documents constituting the offer by contacting: Office of the Treasurer Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 ATTN: Lynda Avallone Fax: (978) 262-1515 (Page 46) 11 INTRODUCTION The Board of Directors and the stockholders of Brooks Automation, Inc. ("Brooks", or "we" or "us") have approved an option exchange program as a way of allowing eligible employees of Brooks or its majority-owned subsidiaries (other than executive officers) who hold "out of the money" options which meet the criteria described in Section 1(c) below (the "Old Options") the opportunity to exchange those Old Options for our promise to grant to them new options covering a lesser number of shares which will be issued at least six months and one day in the future (the "New Options"). This Offer expires at 6:00 p.m. Eastern Daylight Time on April 11, 2003, unless we choose to extend it (as so extended, the "Expiration Date"). Eligible options which are accepted for exchange will be cancelled within a few business days after the Expiration Date (the "Cancellation Date"). The New Options will be granted on or soon after the first business day which is at least six months and one day after the Cancellation Date (the "Regrant Date"). These New Options will be granted with an exercise price equal to the closing Nasdaq price on the Regrant Date. Brooks is making this Offer on the terms described in: (i) this Offer to Exchange; (ii) the Frequently Asked Questions; (iii) the Election Form; and (iv) the Notice to Withdraw from the Offer (which together, as they may be amended from time to time, constitute the "Offer"). 12 CERTAIN RISKS OF PARTICIPATING IN THE OFFER Participation in the Offer involves a number of potential risks, including those described below. This list and the risk factors under the heading entitled "Factors That May Affect Future Results" in Brooks' quarterly report on Form 10-Q filed February 14, 2003 highlight the material risks of participating in this Offer. Eligible participants should carefully consider these risks and are strongly encouraged to speak with an investment and tax advisor as necessary before deciding to participate in the Offer. In addition, we strongly urge you to read the sections in this Offer to Exchange discussing tax consequences in certain countries where you may be subject to tax, as well as the rest of this Offer to Exchange, along with the Frequently Asked Questions, the Election Form, and the Notice to Withdraw from the Offer, for a fuller discussion of the risks which may apply to you before deciding to participate in the exchange Offer. 1. ECONOMIC RISKS OPTION GRANTS WILL NOT BE MADE TO A SIGNIFICANT NUMBER OF EXISTING EMPLOYEES PRIOR TO OCTOBER 16, 2003. If you participate in this exchange program you will be eligible for future option grants. However, because of accounting rules that require us to take a charge against earnings on any future appreciation in the value of options granted before the regrant date, Brooks does not anticipate that there will be any option grants made to a significant number of existing employees prior to the regrant date (expected to be on or after October 16, 2003) although there could be options granted to new hires. IF OUR STOCK PRICE INCREASES AFTER THE DATE YOUR OLD OPTIONS ARE CANCELLED, YOUR CANCELLED OLD OPTIONS MIGHT HAVE BEEN WORTH MORE THAN THE NEW OPTIONS THAT YOU RECEIVED IN EXCHANGE FOR THEM. We cannot predict the exercise price of the New Options, but we must grant the New Options with an exercise price based on the closing price of Brooks stock on the Regrant Date. As a result, the New Options may have a higher exercise price than some or all of your current options. For example, if you surrender and we cancel Old Options with a $21 exercise price, and then Brooks' stock appreciates to $25 by the Regrant Date, your New Options will have a higher exercise price than the cancelled Old Options. IF YOU ELECT TO EXCHANGE ANY OLD OPTIONS, YOU WILL RECEIVE FEWER SHARES UNDER THE NEW OPTIONS THAN YOU HAD UNDER THE CANCELLED OLD OPTIONS. Each eligible employee who accepts the Offer will receive, in exchange for his or her Old Options that are accepted for exchange and cancelled, that number of New Options determined based on the exercise price of the Old Options as follows:

EXCHANGE RATIOS EXERCISE PRICE OF OLD OPTIONS (# NEW OPTIONS RECEIVED FOR OLD OPTIONS) - --------------------------------------------------------------------------- Greater than $100.00 1 new option for 15 old options - --------------------------------------------------------------------------- $50.00-$99.99 1 new option for 5 old options - --------------------------------------------------------------------------- $30.00-$49.99 1 new option for 2 old options - --------------------------------------------------------------------------- $20.00-$29.99 1 new option for 1.5 old options - --------------------------------------------------------------------------- Less than $20.00 Not eligible to participate

For example, if your Old Options had an exercise price of $40.00 covering 1,000 shares, your new option will cover 500 shares. We will not issue any New Options exercisable for fractional shares. Instead, we will round the New Options down to the nearest whole number of shares with respect to each option grant. For example, if you 13 surrendered 500 Old Options at an original exercise price of $25, the exact mathematics would result in 333.333 New Options (500 divided by 1.5). However, you would only receive 333 New Options. IF YOU ELECT TO EXCHANGE OPTIONS, YOUR NEW OPTIONS MAY EXPIRE SOONER THAN YOUR OLD OPTIONS WOULD HAVE EXPIRED HAD YOU ELECTED NOT TO PARTICIPATE IN THIS OFFER. Your New Options will have a term that is six months longer than the term of your Old Options, but in no event will the new term exceed seven years from the Regrant Date. If your Old Options had a term longer than seven years, the New Options may expire before your Old Options would have expired. IF YOUR EMPLOYMENT TERMINATES FOR ANY REASON PRIOR TO THE REGRANT DATE, YOU WILL NOT RECEIVE NEW OPTIONS OR THE RETURN OF YOUR CANCELLED OLD OPTIONS. Once your Old Option is cancelled, you will no longer have any rights with respect to it. Accordingly, if your employment terminates for any reason (whether you resign, are fired, are laid off, or for any other reason) prior to the Regrant Date, you will have the benefit of neither the cancelled Old Options nor the New Options. The Offer is not a guarantee of employment for any period. Your employment with Brooks remains "at-will" and may be terminated at any time by either you or Brooks, with or without cause or notice, subject only to the provisions of the laws of your country of residence. IF YOUR EMPLOYMENT TERMINATES FOR ANY REASON BETWEEN THE REGRANT DATE AND SIX MONTHS LATER YOU WILL NOT BE ABLE TO EXERCISE ANY OF YOUR NEW OPTIONS. New Options will not begin to vest until at least six months after the Regrant Date (in other words, not until on or soon after April 16, 2004). As a result, even though you will have received the New Options by that date, if you leave Brooks for any reason prior to approximately April 16, 2004 (or later if we extend the Offer period), none of the New Options will have vested for you to exercise. IF WE ENGAGE IN A STRATEGIC TRANSACTION PRIOR TO THE REGRANT DATE, IT MAY EFFECT THE PRICE OF OUR SHARES, AND CONSEQUENTLY THE EXERCISE PRICE OF THE NEW OPTIONS. If Brooks were to engage in a strategic transaction it could significantly affect the price of our shares. If we engage in such a transaction or transactions before we grant the New Options, our shares could increase (or decrease) in value, and the exercise price of the New Options could be higher (or lower) than the exercise price of Old Options you elect to have cancelled as part of this Offer. You will be at risk of any such increase in our share price before the grant date of the New Options for these or any other reasons. Additionally, if we were to engage in a strategic transaction as a result of which there could be further reductions in force before the Regrant Date, you might not receive New Options. IF WE ARE PROHIBITED BY APPLICABLE LAW OR REGULATIONS FROM GRANTING THE NEW OPTIONS, YOU WILL RECEIVE NEITHER THE NEW OPTIONS NOR THE RETURN OF YOUR CANCELLED OLD OPTIONS. We will not grant any New Options to you if we are prohibited by applicable law or regulations from doing so. Such a prohibition could result from changes in foreign laws, SEC rules, regulations or policies or Nasdaq listing requirements. We are unaware of any such prohibition at this time, and we will use reasonable efforts to effect the grant, but if the grant is prohibited as of the date of grant we will not grant you New Options and you will not receive any other compensation for the options you tendered. We do not anticipate any such prohibitions and are referring to the possibility in an abundance of caution. 14 2. TAX RISKS RELATED TO EXCHANGE EVEN IF YOU ELECT NOT TO PARTICIPATE IN THE OPTION EXCHANGE PROGRAM, INCENTIVE STOCK OPTIONS OF U.S. TAXPAYERS COULD BE ADVERSELY AFFECTED. We believe that you will not be subject to current U.S. federal income tax if you do not elect to participate in the option exchange program. We also believe that the option exchange program will not change the U.S. federal income tax treatment of subsequent grants and exercises of your incentive stock options (and sales of shares acquired upon exercises of such options) if you do not participate in this Offer to exchange options. However, the IRS may characterize this Offer to exchange options as a "modification" of those incentive stock options, even if you decline to participate. In 1991, the IRS issued a private letter ruling in which another company's option exchange program was characterized as a "modification" of all of the incentive stock options that could be exchanged. This does not necessarily mean that our Offer to exchange options will be viewed the same way. Private letter rulings given by the IRS contain the IRS's opinion regarding only the specific facts presented by a specific person or company. The person or company receiving the letter may rely on it, but no other person or company may rely on the letter ruling, or assume the same opinion would apply to their situation, even if the facts at issue are similar to those in the letter. While such letters do not provide certainty, they may indicate how the IRS will view a similar situation. We, therefore, do not know if the IRS will assert the position that our Offer constitutes a "modification" of incentive stock options that are eligible for exchange but are not tendered. A successful assertion by the IRS of this position could extend an incentive stock option's holding period necessary to qualify for favorable tax treatment. Accordingly, to the extent you dispose of your incentive stock option shares prior to the expiration of the new extended holding period, the tax treatment of your incentive stock option could be similar to that of a non-qualified stock option. CANADIAN TAXPAYERS COULD BE SUBJECT TO IMMEDIATE TAX UPON RECEIPT OF NEW OPTIONS. Because the strike price under the new options will be equal to the closing price of the Brooks common stock on the date of grant of the new options (and not on the date of cancellation of the old options), it is possible that the requirements for tax deferred treatment in Canada will not be met. In particular, if the closing price of the Brooks common stock on the date of grant of the new options is less than the value of the Brooks shares immediately after cancellation of the old options (or, in other words, if the Brooks common stock declines in value between the cancellation of the old options and the grant of the new options), the requirements for tax deferred treatment in Canada will generally not be met, and the cancellation of old options in exchange for Brooks' promise to grant new options will then generally be a taxable event. In any such case, holders should contact their own tax advisors for guidance as to the appropriate manner in which to calculate the amount, if any, of employment income to be reported in connection with the exchange. Please see Section 23 for more information about Canadian tax consequences. WE STRONGLY RECOMMEND THAT YOU CONSULT WITH YOUR PERSONAL TAX ADVISOR PRIOR TO PARTICIPATING IN THE OPTION EXCHANGE PROGRAM. 3. BUSINESS-RELATED RISKS For a description of risks related to Brooks' business, please see the risk factors beginning on Page 32 of our Annual Report on Form 10-K for the fiscal year ended September 30, 2002 and the risk factors beginning on Page 36 of our Quarterly Report on Form 10-Q for the quarter ended December 31, 2002. 15 THE OFFER 1. ELIGIBILITY a. PERSONS ELIGIBLE TO PARTICIPATE All employees of Brooks or its majority-owned subsidiaries are eligible to participate in this Offer, provided that they remain employed from March 13, 2003, the date this Offer begins, through April 11, 2003, the date the Offer ends. However, any consultants holding options and the directors and executive officers of Brooks listed on Schedule A to the Offer to Exchange are not eligible to participate. In addition, in order to receive New Options, you must be an eligible employee as of the March 13, 2003 commencement date of this Offer, and remain an eligible employee as of the Regrant Date, which is expected to be on or soon after October 16, 2003 (unless we extend the Offer). In addition, if you leave Brooks for any reason after the Regrant Date, but before the date which is six months after the Regrant Date, none of your New Options will have vested and you will have no New Options that you can exercise. Those options that you choose not to surrender for participation in this program will be governed by the terms of your existing stock option agreement and the option plan that governs it. If you work or reside in Canada, then for purposes of receiving the New Option, your employment with Brooks or one of our subsidiaries will be considered to have been terminated on the earlier of (i) the date your employment with Brooks or a majority-owned subsidiary actually terminates, or (ii) the date your employer informs you in writing that your employment has been terminated by Brooks Automation, Inc., or a majority-owned subsidiary. b. OPTIONS ELIGIBLE TO BE SURRENDERED FOR EXCHANGE Options which satisfy all of the following criteria (called "Old Options") will be eligible to be exchanged for New Options: - The options must be outstanding and unexercised at the time you tender them; - The options must have been granted prior to October 10, 2002; - The exercise price of the options must be greater than or equal to $20.00 per share; - The options must not expire before April 16, 2004; and - The options must have been granted under one of the option plans that are participating in this Offer, as listed in Section 1c below. While this Offer extends only to Old Options eligible to be surrendered as described above, outstanding options granted on or after October 10, 2002, regardless of exercise price, will be automatically cancelled by Brooks if you elect to exchange eligible Old Options. Options granted on or after October 10, 2002, while cancelled, will not be eligible to participate in the program, and no New Options will be received by you under any circumstances for those options. Additionally, if you exercise any option granted on or after October 10, 2002 following the commencement of the Offer, you will cease to be eligible to participate in the Offer. c. OPTION PLANS THAT ARE PARTICIPATING IN THIS OFFER Stock options granted pursuant to the following stock option plans (collectively referred to in this Offer to Exchange as the "Option Plans") are eligible for participation in this Offer: - the Brooks Automation, Inc. 2000 Combination Stock Option Plan (the "Brooks 2000 Plan"); 16 - the Brooks Automation, Inc. 1998 Employee Equity Incentive Plan (the "Brooks 1998 Plan"); - the Brooks Automation, Inc. 1992 Combination Stock Option Plan; - the FASTech Integration, Inc. 1998 Stock Plan; - the FASTech Integration, Inc. 1988 Stock Plan; - the PRI Automation, Inc. 1994 Incentive and Non-Qualified Stock Option Plan; - the PRI Automation, Inc. 2000 Stock Option Plan; - the PRI Automation, Inc. 1997 Non-Incentive Stock Option Plan; - the Promis Systems Corporation Ltd. Amended and Restated Stock Option Plan; and - the Equipe Technologies Non-Statutory Stock Option Agreement; d. OPTION PLANS NOT ELIGIBLE TO PARTICIPATE Stock options granted pursuant to the following stock option plans will not be affected in any way, and are not eligible to participate in this Offer: - 1993 Non-Employee Director Stock Option Plan; - Progressive Technologies, Inc. 1991 Stock Option and Stock Purchase Plan; - Interval Logic Corporation Stock Option Plan; and - Commotion Technology, Inc. Flexible Stock Incentive Plan. 2. WHAT YOU MAY CHOOSE TO EXCHANGE; EXCHANGE RATIO a. EXCHANGE ON GRANT BY GRANT BASIS; NO SPLITTING OF GRANTS Employees holding options eligible for exchange as described in Section 1 may, subject to the terms and conditions of the Offer, surrender for exchange all or none of the unexercised options covered by a particular option grant. We will not accept tenders for portions of the shares subject to a particular option grant. However, you may tender the remaining portion of an Old Option that you have partially exercised. For example and except as otherwise described below, if you hold (1) an option to purchase 1,000 shares at $35.00 per share, 700 of which you have already exercised, (2) an option to purchase 1,000 shares at an exercise price of $45.00 per share none of which have been exercised and (3) an option to purchase 2,000 shares at an exercise price of $50.00 per share none of which have been exercised, you may tender: - none of your options; - options with respect to the 300 remaining unexercised shares under the first option grant; - options with respect to all 1,000 shares under the second option grant; - options with respect to all 2,000 shares under the third option grant; 17 - options with respect to two of the three option grants; or - all options under all three of the option grants. However, you may not tender options with respect to only 150 shares (or any other partial amount) under the first option grant or less than all of the shares under the second and third option grants. You can confirm which of your options are eligible for exchange by consulting your option statement, which is located on-line by accessing your E*Trade OptionsLink account. For each of your grants, your E*Trade Optionslink account will indicate the option grant date, the unique grant number identifying each grant, the number of shares granted, the exercise price and the expiration date. b. AUTOMATIC CANCELLATION OF CERTAIN OPTIONS If you tender any option grant for exchange, you will automatically be deemed to have tendered for cancellation all option grants that you received on or after October 10, 2002 and you will receive no options under the post-October 10, 2002 grant on the Regrant Date. For example, if you received an option grant in May 2000 and a grant in November 2002 and you want to tender your May 2000 option grant, your November 2002 grant will automatically be deemed to have been cancelled, regardless of the exercise price of those options, and you will receive nothing in exchange for those options. Additionally, if you exercise any option granted on or after October 10, 2002 following the commencement of the Offer, you will cease to be eligible to participate in the Offer. c. EXCHANGE RATIO Each eligible employee who accepts the Offer will receive, in exchange for his or her Old Options that are accepted for exchange and cancelled, that number of New Options determined based on the exercise price of the Old Option as follows:

EXCHANGE RATIOS EXERCISE PRICE OF OLD OPTIONS (# NEW OPTIONS RECEIVED FOR OLD OPTIONS) - --------------------------------------------------------------------------- Greater than $100.00 1 new option for 15 old options - --------------------------------------------------------------------------- $50.00-$99.99 1 new option for 5 old options - --------------------------------------------------------------------------- $30.00-$49.99 1 new option for 2 old options - --------------------------------------------------------------------------- $20.00-$29.99 1 new option for 1.5 old options - --------------------------------------------------------------------------- Less than $20.00 Not eligible to participate

We will not issue any New Options exercisable for fractional shares. Instead, we will round the New Options down to the nearest whole number of shares with respect to each option grant. For example, if you surrendered a grant for 500 Old Options at an original exercise price of $25, the exact mathematics would result in 333.333 New Options (500 divided by 1.5). However, you would only receive 333 New Options. Options that you do not tender for exchange or that we do not accept for exchange retain their current exercise price and current vesting schedule and remain outstanding until you exercise them or they expire by their terms. 3. TIMING AND PROCEDURES FOR SURRENDERING OPTION GRANTS FOR EXCHANGE a. DURATION OF OFFER, EXPIRATION DATE; CHANGES This Offer shall remain open until 6:00 p.m., Eastern Daylight Time, on April 11, 2003, unless and until we, in our discretion, have extended the period of time during which the Offer will remain open. The term 18 "Expiration Date" refers to the latest time and date at which the Offer, including any extension, expires. See Section 27 of this Offer to Exchange for a description of our rights to extend, delay, terminate and amend the Offer. If we decide to take any of the following actions, we will publish notice or otherwise inform you in writing of such action: - we increase or decrease the amount of consideration offered for the Old Options, - we decrease the number of options eligible to be tendered in the Offer, or - we increase the number of options eligible to be tendered in the Offer by an amount that exceeds 2% of the shares issuable upon exercise of the options that are subject to the Offer immediately prior to the increase. If the Offer is scheduled to expire at any time earlier than the tenth business day from, and including, the date that notice of the increase or decrease is first published, sent or given in the manner specified in Section 27 of this Offer to Exchange, we will extend the Offer so that the Offer is open at least ten business days following the publication, sending or giving of notice. We will also notify you of any other material change in the information contained in this Offer to Exchange. For purposes of the Offer, a "business day" means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Daylight Time. b. PROPER TENDER OF OPTIONS To validly tender your options for exchange in response to this Offer, you must properly complete the Election Form, sign and date it, and deliver it by mail, courier, hand delivery or fax so that it is received not later than 6:00 p.m. Eastern Daylight Time on April 11, 2003 (or no later than the new Expiration Date if we extend the Offer period) at: Office of the Treasurer Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 ATTN: Lynda Avallone Fax: (978) 262-1515 THE DELIVERY OF ALL DOCUMENTS, INCLUDING ELECTION FORMS AND ANY NOTICES TO WITHDRAW FROM THE OFFER AND ANY OTHER REQUIRED DOCUMENTS, IS AT YOUR RISK. IN ALL CASES YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY. You should also deliver the stock option agreements for the options you are tendering for exchange. The Election Form must be signed and dated and must specify: - the name of the option holder who tendered the options; - the grant number of each option to be tendered; - the grant date of each option to be tendered; 19 - the exercise price of each option to be tendered; and - the total number of unexercised option shares subject to each option to be tendered. c. DETERMINATION OF VALIDITY; REJECTION OF OPTIONS; WAIVER OF DEFECTS; NO OBLIGATION TO GIVE NOTICE OF DEFECTS We will determine, in our discretion, all questions as to the form of documents and the validity, form, eligibility, including time of receipt, and acceptance of any tender of options. Our determination of these matters will be final and binding on all parties. We reserve the right to reject any or all tenders of options that we determine are not in appropriate form or that we determine are unlawful to accept. Otherwise, we will accept properly and timely tendered options that are not validly withdrawn. We also reserve the right to waive any of the conditions of the Offer or any defect or irregularity in any tender of any particular options or for any particular option holder. No tender of options will be deemed to have been properly made until all defects or irregularities have been cured by the tendering option holder or waived by us. Neither we nor any other person is obligated to give notice of any defects or irregularities in tenders, nor will anyone incur any liability for failure to give any notice. This is a one-time Offer, and we will strictly enforce the Offer period, subject only to an extension which we may grant in our sole discretion. d. OUR ACCEPTANCE CONSTITUTES AN AGREEMENT Your tender of options pursuant to the procedures described above constitutes your acceptance of the terms and conditions of the Offer. OUR ACCEPTANCE FOR EXCHANGE OF YOUR OPTIONS TENDERED BY YOU THROUGH THE OFFER WILL CONSTITUTE A BINDING AGREEMENT BETWEEN BROOKS AND YOU UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE OFFER. Subject to our rights to extend, terminate and amend the Offer, we currently expect that within a few business days after the Expiration Date we will accept all properly tendered options that have not been validly withdrawn. 4. WITHDRAWAL RIGHTS AND CHANGE OF ELECTION You may only withdraw your tendered options or change your election in accordance with the provisions of this Section. You may withdraw your tendered options at any time before 6:00 p.m., Eastern Daylight Time, on April 11, 2003. If we extend the Offer beyond that time, you may withdraw your tendered options at any time until the Expiration Date of the Offer as so extended. In addition, if we have not accepted your tendered options for exchange by 6:00 p.m., Eastern Daylight Time, on May 8, 2003, you may withdraw your tendered options at any time after May 8, 2003. To validly withdraw tendered options, you must properly complete the Notice to Withdraw from the Offer, sign and date it, and deliver it by mail, courier, hand delivery or fax so that it is received not later than 6:00 p.m. Eastern Daylight Time on April 11, 2003 (or no later than the new Expiration Date if we extend the Offer period) at: 20 Office of the Treasurer Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 ATTN: Lynda Avallone Fax: (978) 262-1515 To validly change your election regarding the exchange of particular option grants, you must deliver a new Election Form in accordance with the procedures listed in Section 3 above. If you deliver a new Election Form that is properly completed, signed and dated, it will replace any previously submitted Election Form, which will be disregarded. Any options that were tendered pursuant to any previously submitted Election Form will be withdrawn and replaced by the options tendered in the most recently submitted Election Form. If you change your election regarding the tender of some option grants, your continued participation in the Offer for any Old Options means that Brooks will still automatically cancel all grants received on or after October 10, 2002, and you will still not receive any New Options for any grants received on or after October 10, 2002. Except as described in the following sentence, the Notice to Withdraw from the Offer and any new or amended Election Form must be executed by the option holder who tendered the options to be withdrawn exactly as the option holder's name appears on the stock option agreement that you have returned to us. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, or another person acting in a fiduciary or representative capacity, the signer's full title and proper evidence of the authority of such person to act in that capacity must be indicated on the Notice to Withdraw, or any new or amended Election Form. If, after withdrawing from the Offer, you decide to participate in the program after all, it is not enough to simply cancel your withdrawal, even if you are planning to tender the same options that you originally planned to tender in your old Election Form. Instead, you must submit a new Election Form by following the procedures described in Section 3. Neither we nor any other person is obligated to give notice of any defects or irregularities in any Notice to Withdraw from the Offer or any new or amended Election Form, nor will anyone incur any liability for failure to give any notice. We will determine, in our discretion, all questions as to the form and validity, including time of receipt, of any Notices to Withdraw from the Offer and any new or amended Election Forms. Our determination of these matters will be final and binding. 5. ACCEPTANCE OF OPTIONS FOR EXCHANGE AND CANCELLATION; ISSUANCE OF NEW OPTIONS Within a few business days following the Expiration Date, we will accept for exchange and cancel options timely and properly tendered and not validly withdrawn. From the time the options are cancelled (the "Cancellation Date"), you will no longer have any rights with respect to those options. You will be granted New Options on or soon after the first business day that is at least six months and one day after the Cancellation Date. In addition, any option grants that you may have received on or after October 10, 2002, regardless of the exercise price, will be automatically cancelled by us and you will not receive any New Options for those post-October 10, 2002 options. We will communicate our acceptance of properly tendered options to the option holders by interoffice memorandum or e-mail. This communication will indicate that you will receive the appropriate number of New Options, determined based on the exchange ratio described in Section 2 above, provided that you remain an eligible employee on the Regrant Date. Subject to our rights to extend, terminate and amend the Offer, we currently expect that we will accept all properly tendered options that are not validly withdrawn within a few business days after the Expiration Date. Thus, subject to the terms and conditions of this Offer, if your options are properly tendered by April 11, 2003 (the scheduled Expiration Date of the Offer) and are accepted for exchange and cancelled within a few 21 business days thereafter, you will be granted New Options on or soon after October 16, 2003. If the Expiration Date is extended or the Cancellation Date is delayed, then the Regrant Date will be similarly delayed. All New Options will be issued under either the Brooks 2000 Plan or the Brooks 1998 Plan. If you choose to exchange Old Options that were originally granted under the Brooks 2000 Plan, then your New Options will be granted to you from the Brooks 2000 Plan. If you choose to exchange options that were originally granted under the Brooks 1998 Plan, then your New Options will be granted to you from the Brooks 1998 Plan. If you choose to exchange options that were originally granted from any other Option Plans involved in the Offer, your New Options will be granted from either the Brooks 2000 Plan or the Brooks 1998 Plan. The New Options will be subject to the terms and conditions of the plan under which they are issued and to a new option agreement between you and us. Eligible employees who were granted options under any of the other Option Plans from which Old Options may be surrendered should note that because they will be granted New Options under either the Brooks 2000 Plan or Brooks 1998 Plan and the form of option agreements thereunder, the terms and conditions of any New Option they receive may differ from the terms and conditions of the Old Options they surrender. The New Options will have a vesting period which effectively adds an additional period to the original vesting schedule of the Old Options for which they were exchanged. See Sections 12g and 13f. The number of shares covered by the New Options will be based upon the exchange ratio described in Section 2 and will be subject to adjustments for any future stock splits, stock dividends and similar events in accordance with the plan under which they are issued. In order to receive New Options pursuant to this Offer, you must continue to be an employee of Brooks or a majority-owned subsidiary as of the Regrant Date. If, for any reason, you are not an employee of Brooks or a majority-owned subsidiary on the Regrant Date, you will not receive any New Options or other compensation in exchange for your tendered options which have been cancelled pursuant to this Offer. If, for any reason, you are not an employee of Brooks or a majority-owned subsidiary six months after the Regrant Date, you will not be able to exercise any of the New Options you receive. If you are a United States employee and your cancelled Old Options were incentive stock options, your New Options will be in a form intended to be incentive stock options to the extent they qualify under the Internal Revenue Code of 1986, as amended. If you are a United States employee and your cancelled stock options were non-qualified stock options, your New Options will be non-qualified stock options. For options to qualify as incentive stock options under the current U.S. tax laws, the value of shares subject to options that first become exercisable by the option holder in any calendar year cannot exceed $100,000, as determined using the option exercise price. The excess value is deemed to be a non-qualified stock option. If you are not a resident employee of the United States, your New Options will be granted as non-qualified stock options under U.S. tax law. See Section 22-26 for discussion of certain foreign tax consequences. If we accept Old Options you tender in the Offer, you will be eligible for future option grants, but not until after the Regrant Date, which is expected to be on or soon after October 16, 2003. Brooks does not anticipate that there will be any option grants made to a significant number of existing employees prior to the Regrant Date although there could be options granted to new hires. 6. PURPOSE OF THE OFFER; PLANS OR PROPOSALS The Offer provides an opportunity for us to Offer our eligible employees an incentive to stay with Brooks which potentially may have more value than the options they presently hold. Some of our outstanding options, whether or not they are currently exercisable, have exercise prices that are significantly higher than the current market price of our shares. By making this Offer to Exchange outstanding Old Options for New Options that will 22 have an exercise price at least equal to the market value of the Brooks common stock on the Regrant Date, we intend to provide our eligible employees with the benefit of owning options that over time may have a greater potential to increase in value. However, because we will not grant New Options until at least six months and one day after the date we cancel the Old Options accepted for exchange, there is a risk that the New Options may have a higher exercise price than some or all of our current outstanding options. Our promise to grant you New Options is intended to be a binding commitment, subject to the various conditions described in this Offer to Exchange. It is our intent that if we are acquired or involved in a similar transaction before the New Option is granted, any successor to our company will be legally bound by that commitment. For a discussion of the impact of any change of control transaction prior to the grant of New Options, see Section 9. Except as otherwise disclosed in this Offer to Exchange or in our filings with the Securities and Exchange Commission, we presently have no plans or proposals that relate to or would result in: - any extraordinary transaction, such as a merger, consolidation, reorganization or liquidation, involving us or any of our subsidiaries; - any purchase, sale or transfer of a material amount of our assets or any of our subsidiaries; - any material change in our present dividend rate or policy, or our indebtedness or capitalization; - any change in our present Board of Directors or management, including a change in the number or term of directors or to fill any existing board vacancies or to change any executive officer's material terms of employment; - any other material change in our corporate structure or business; - our common stock being delisted from a national securities exchange or not being authorized for quotation in an automated quotation system operated by a national securities association - our common stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act; - the suspension of our obligation to file reports pursuant to Section 15(d) of the Securities Exchange Act; or - the acquisition by any person of an amount of our securities or the disposition of an amount of any of our securities, or any change in charter or bylaws, or any actions which may impede the acquisition of control of us by any person. Neither we nor our Board of Directors makes any recommendation as to whether you should tender or not tender your Old Options, nor have we authorized any person to make any such recommendation. You are urged to evaluate carefully all of the information in this Offer to Exchange, the Frequently Asked Questions, the Election Form, and the Notice to Withdraw from the Offer and to consult your own investment and tax advisors. Bearing the risks of this Offer in mind, you must make your own decision whether or not to tender any of your Old Options for exchange. 7. CONDITIONS TO THE OFFER Notwithstanding any other provision of the Offer, we will not be required to accept any options tendered for exchange, and we may terminate or amend the Offer, or postpone our acceptance and cancellation of any options tendered for exchange, in each case, subject to Rule 13e-4(f)(5) under the Securities Exchange Act, if at any time on 23 or after March 13, 2003, and prior to the Expiration Date, any of the following events has occurred, or has been determined by us to have occurred, and, in our reasonable judgment in any case and regardless of the circumstances giving rise to the event, the occurrence of such event or events makes it inadvisable for us to proceed with the Offer or with such acceptance and cancellation of options tendered for exchange: - there shall have been threatened or instituted or be pending any action or proceeding by any governmental, regulatory or administrative agency or authority that directly or indirectly challenges the making of the Offer, the acquisition of some or all of the tendered options pursuant to the Offer, or the issuance of New Options, or otherwise relates in any manner to the Offer, or that, in our reasonable judgment, could materially and adversely affect our business, condition, income, operations or prospects or materially impairs, (such as by increasing the accounting or other costs of the Offer to Brooks) the contemplated benefits of the Offer to Brooks where the contemplated benefits include the opportunity for us to align employee and stockholder interests and Offer eligible employees a valuable incentive to stay with Brooks and to achieve high levels of performance; - there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be eligible to the Offer or Brooks, by any court or any authority, agency or tribunal that, in our reasonable judgment, would or might directly or indirectly: (1) make the acceptance for exchange of, or issuance of New Options for, some or all of the tendered Old Options illegal or otherwise restrict or prohibit consummation of the Offer or that otherwise relates in any manner to the Offer; (2) delay or restrict our ability, or render us unable, to accept for exchange, or issue New Options for, some or all of the tendered Old Options; (3) materially impair (such as by increasing the accounting or other costs of the Offer to Brooks) the contemplated benefits of the Offer to Brooks where the contemplated benefits include the opportunity for us to align employee and stockholder interests and Offer eligible employees a valuable incentive to stay with Brooks and to achieve high levels of performance; or (4) materially and adversely affect Brooks' business, condition, income, operations or prospects or materially impair the contemplated benefits of the Offer to Brooks; - there shall have occurred any change, development, clarification or position taken in generally accepted accounting standards that could or would require us to record compensation expense against our earnings in connection with the Offer for financial reporting purposes; - a tender or exchange Offer for some or all of our shares, or a merger of or acquisition proposal for Brooks, shall have been proposed, announced or made by another person or entity or shall have been publicly disclosed; or - any change or changes shall have occurred in Brooks' business, condition, assets, income, operations, prospects or stock ownership that, in our reasonable judgment, is or may be material to Brooks or may materially impair the contemplated benefits of the Offer to Brooks. While the option exchange program is for the mutual benefit of both the employees and Brooks, the conditions to Brooks' obligations set forth in this Offer to Exchange and the other external conditions necessary to fulfill the terms of the Offer are for Brooks' benefit. We may assert them in our discretion, regardless of the circumstances giving rise to them at any time prior to the Expiration Date. We may waive them, in whole or in part, at any time and from time to time prior to the Expiration Date, in our discretion, whether or not we waive any other condition to the Offer. Our failure at any time to exercise any of these rights will not be deemed a waiver of any such rights. The waiver of any of these rights with respect to particular facts and circumstances will not be deemed a waiver with respect to any other facts and circumstances. Any determination we make concerning the events described in this Section 7 will be final and binding upon all persons. 24 8. PRICE RANGE OF SHARES UNDERLYING THE OPTIONS The shares underlying your options are currently traded on the Nasdaq National Market under the symbol "BRKS". The following table shows, for the periods indicated, the high and low sales prices per share of our common stock as reported by the Nasdaq National Market.

HIGH LOW ------- ------- FISCAL YEAR ENDED SEPTEMBER 30, 2002 First Quarter $ 43.24 $ 25.22 Second Quarter $ 51.21 $ 41.72 Third Quarter $ 44.70 $ 23.71 Fourth Quarter $ 25.76 $ 11.22 FISCAL YEAR ENDED SEPTEMBER 30, 2001 First Quarter $ 31.25 $ 20.25 Second Quarter $ 44.39 $ 27.56 Third Quarter $ 62.61 $ 35.45 Fourth Quarter $ 52.25 $ 26.59

As of March 11, 2003, the closing price of our common stock, as reported by the Nasdaq National Market, was $8.96 per share. WE RECOMMEND THAT YOU EVALUATE CURRENT MARKET QUOTES FOR OUR COMMON STOCK, AMONG OTHER FACTORS, BEFORE DECIDING WHETHER OR NOT TO TENDER YOUR OPTIONS. 9. EFFECT OF A CHANGE OF CONTROL PRIOR TO THE GRANTING OF NEW OPTIONS. If Brooks were to engage in a strategic transaction, it could significantly affect the price of our shares. If we engage in such a transaction or transactions before we grant the New Options, our shares could increase (or decrease) in value, and the exercise price of the New Options could be higher (or lower) than the exercise price of Old Options you elect to have cancelled as part of this Offer. The exercise price of a New Option granted to you in return for your tendered options will be the fair market value of the underlying shares on the Regrant Date, which may effectively yield little or no benefit. You will be at risk of any such increase in our share price before the Regrant Date for these or any other reasons. For example, if our common stock was acquired in a cash merger, the fair market value of our common stock, and hence the price at which we grant the New Option, would likely be at a price at or near the cash price being paid for our common stock in the transaction, yielding limited or no financial benefit to a recipient of the New Option for that transaction. Our promise to grant you New Options is intended to be a binding commitment. It is our intent that if we are acquired or involved in a similar transaction before the New Option is granted, any successor to our company will be legally bound by that commitment. In the case of such a transaction, the New Option would still be granted on the Regrant Date, but they could be options to purchase the shares of the surviving or acquiring corporation. The exercise price would be equal to the fair market value of the surviving company's stock on the date of grant. 10. SOURCE AND AMOUNT OF CONSIDERATION We will issue New Options to purchase shares of common stock under either our Brooks 2000 Plan or Brooks 1998 Plan in exchange for the outstanding Old Options properly tendered and accepted for exchange by us, which will be cancelled. Each eligible employee who accepts the Offer will receive, in exchange for his or her Old Options that are accepted for exchange and cancelled, that number of New Options determined based on the exercise price of the Old Option as set forth in Section 2 above. The exercise price of the New Options will be the fair market value of the underlying Brooks common stock on the Regrant Date. 25 There are approximately 4,522,815 Old Options eligible for surrender and exchange. If all Old Options eligible for exchange are tendered, subject to the terms and conditions of this Offer we would be obligated to grant New Options to purchase a maximum of approximately 2,600,000 shares of common stock. 11. TERMS OF NEW OPTIONS The New Options will be granted under either our Brooks 2000 Plan or Brooks 1998 Plan. A new option agreement will be entered into between Brooks and each option holder who has tendered options in the Offer for every new option granted. If you choose to exchange Old Options that were originally granted under the Brooks 2000 Plan, then your New Options will be granted to you from the Brooks 2000 Plan. If you choose to exchange Old Options that were originally granted under the Brooks 1998 Plan, then your New Options will be granted to you from the Brooks 1998 Plan. If you choose to exchange options that were originally granted from any other Option Plan involved in the Offer, your New Options will be granted from either the Brooks 2000 Plan or the Brooks 1998 Plan. Eligible employees who were granted options under the other Option Plans should note that because they will be granted New Options under either the Brooks 2000 Plan or the Brooks 1998 Plan and the form of option agreements thereunder, the terms and conditions of any New Option grant they receive may differ from the terms and conditions of the options they tender. However, it is our intent that, subject to the conformance with the plan under which they are granted and the additional vesting requirements, the New Options will not substantially adversely affect the rights of option holders. If your Old Options are incentive stock options, your New Option will be granted as an incentive stock option. However, one requirement for options to qualify as incentive stock options under current U.S. tax laws is that the value of shares subject to options (including those options that were not tendered in this Offer) that first become exercisable by the option holder in any calendar year cannot exceed $100,000, as determined using the option exercise price. The excess value is deemed to be a non-qualified stock option. It is possible that by participating in this exchange, New Options your receive could exceed this limit and be treated as non-qualified stock options. The New Options will be granted with an exercise price equal to 100% of fair market value of Brooks stock on the Regrant Date, defined as the closing price of our common stock on the Nasdaq National Market on that date, which could be more or less than the exercise price of the Old Options. Your new options will expire on the earlier of (i) the date indicated in the stock option agreement for your cancelled options, plus six months; (ii) seven years after the regrant date; or (iii) following termination of your employment with Brooks in accordance with the terms of the relevant option plan. 12. DESCRIPTION OF BROOKS 2000 PLAN a. GENERAL INFORMATION This Prospectus relates to shares of common stock issued upon the exercise of options granted or that may be granted pursuant to the Brooks 2000 Plan that we established. The Brooks 2000 Plan is not a retirement plan qualified under Section 401 of the Internal Revenue Code of 1986, as amended (the "IRC"), and is not subject to any provisions of the Employment Retirement Income Security Act of 1974, as amended. The options to be granted under the Brooks 2000 Plan may consist of either incentive stock options or non-qualified stock options. The incentive stock options, but not the non-qualified stock options, are intended to qualify as incentive stock options under Section 422 of the IRC. To learn about the income tax consequences that may accrue to option holders and us, see Section 21. 26 If participants of the Brooks 2000 Plan wish to obtain additional information about the Brooks 2000 Plan's contents or its administrators, they are invited to contact us at 15 Elizabeth Drive, Chelmsford, MA 01824, (978) 262-2400. b. PURPOSE The purpose of the Brooks 2000 Plan is to attract and retain employees and provide an incentive for them to help us achieve our long-range performance goals, and to enable such employees to participate in our long-term growth. c. SECURITIES TO BE OFFERED The Brooks 2000 Plan provides that up to 6,000,000 shares of our common stock may be issued upon the exercise of options granted under the plan, subject to adjustment for stock splits, stock dividends and similar transactions. Subject to adjustment, the maximum aggregate number of shares of the Brooks' common stock for which grants may be made to any single employee during any fiscal year shall be 500,000 shares. The stock subject to the options granted may consist in whole or in part of (i) authorized but unissued shares; (ii) shares previously reserved for issuance upon exercise of options that have expired or been terminated; or (iii) treasury shares and shares reacquired by us for the purpose, including shares purchased in the open market. If any options granted under the Brooks 2000 Plan expire, terminate unexercised, or are otherwise forfeited, the appropriate corresponding number of shares of common stock will no longer count towards the 6,000,000 maximum. Instead, such shares of common stock will again be available to be awarded in another grant under the Brooks 2000 Plan. However, at no time will the number of shares of common stock reserved for issuance, including those shares that have become available to be awarded in another grant, exceed 6,000,000 shares. d. ELIGIBLE PARTICIPANTS Except for those persons who have irrevocably elected not to be eligible, all of our employees (and employees of our affiliates) are eligible to participate in the Brooks 2000 Plan. e. ADMINISTRATION A committee of not less than two non-employee members of our Board of Directors appointed by the Board to administer the Brooks 2000 Plan, or, alternatively, our entire Board of Directors, will administer the Brooks 2000 Plan. The Committee shall serve at the pleasure of our Board of Directors, which may from time to time appoint additional members of the Committee, remove members and appoint new members in substitution for those previously appointed, and fill vacancies however caused. A majority of the Committee shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present shall be deemed the action of the Committee. The Committee may act by unanimous written consent in lieu of a meeting. Subject to the provisions of the Brooks 2000 Plan, the Committee shall have the authority and sole discretion to (i) determine those persons eligible to receive options under the Brooks 2000 Plan; (ii) select those persons to whom options will be granted under the Brooks 2000 Plan; (iii) determine the number of shares covered by and the form of the options to be granted; (iv) determine the time or times when options will be granted; (v) establish the terms and conditions upon which options may be exercised; (vi) alter any restrictions or conditions upon any options; and (vii) adopt rules and regulations, establish, define and interpret any other terms and conditions, and make all other determinations (which may be on a case-by-case basis) deemed necessary or desirable for the administration of the Brooks 2000 Plan. Notwithstanding the foregoing, the Board of Directors has authorized the Chief Executive Officer to act as a special committee of one member of the Board of Directors, subject to certain conditions, to grant options to any eligible participant for up to an aggregate of 15,000 shares of common stock during any single fiscal year under the Brooks 2000 Plan and the Brooks 1998 Plan combined. The terms of each type of option need not be identical, and the Committee does not have to treat participants uniformly. Unless the Brooks 2000 Plan or a particular option provides otherwise, the Committee may make any determination with respect to an option at the time of award or at any time thereafter. In making its determinations, the Committee shall take into account the nature of the services rendered or to be rendered by the 27 recipient, such participant's present and potential contributions to our success, and such other factors as the Committee, in its discretion, shall deem relevant in order to accomplish the purposes of the Brooks 2000 Plan. Our Board of Directors may impose conditions on the options relating to applicable federal or state securities laws, as it considers necessary or advisable. f. PURCHASE OF AND PAYMENT FOR SECURITIES Subject to the provisions of the Brooks 2000 Plan, our Board of Directors may award incentive stock options and non-qualified stock options and determine the number of shares to be covered by each option, the option price and the conditions and limitations applicable to the exercise of each option. The Committee will establish the option price of each option at the time each option is awarded, provided that the option price cannot be less than the greater of (i) the minimum legal consideration required under the laws of the jurisdiction in which we are then organized or (ii) the fair market value of our common stock on the date of the grant of the option (or, in the case of incentive stock options granted to anyone owning more than 10% of our stock, 110% of the fair market value on such date). At the time of grant of any option, the Committee shall specify whether the option is intended to be an incentive stock option or a non-qualified stock option. If the option is not intended to be an incentive stock option but otherwise qualifies to be such, the agreement will include a specific statement that it is not intended to qualify as an incentive stock option. Each option granted under the Brooks 2000 Plan shall continue in effect for a period not to exceed seven years, as determined by the Committee. However, any incentive stock option must be granted within ten years from the date of establishment of the Brooks 2000 Plan or the date the Brooks 2000 Plan is approved by stockholders, whichever is earlier. The seven year limitation is reduced to five years for any incentive stock options granted to anyone who owns more than 10% of our stock. In the case of incentive stock options, the following additional conditions shall apply: (i) Incentive stock options shall be granted only to our employees; (ii) No incentive stock option shall be exercisable beyond three months after the date upon which the option holder ceases to be our employee (or an employee of our parent or subsidiary, if any), except that the Committee may provide in the incentive stock option agreement that in the event of termination of employment by reason of death or the permanent disability of the option holder, the option may be exercised by the holder or his estate for a period of up to one year after termination of employment; (iii) Each incentive stock option shall, by its terms, be transferable by the optionee only by will or the laws of descent and distribution, and shall be exercisable only by such employee during his lifetime; and (iv) The terms and conditions of incentive stock options shall be subject to and comply with Section 422 of the IRC, or any successor provision, and any regulations thereunder. Options may be exercised in whole or in part at such time and in such manner as the Committee may determine and as is prescribed in the written agreement with each option holder. We may make loans to option holders to permit them to exercise their options. If any such loans are made, the requirements of applicable federal and state laws regarding such loans must be met. The purchase price of shares of common stock upon the exercise of an option shall be paid by the option holder in full upon the exercise and may be paid as the Committee may determine in its sole discretion in any combination of: (i) cash or check payable to our order; (ii) delivery of a promissory note; (iii) delivery of shares of our common stock (valued at its fair market value at the date of purchase of the common stock subject to the option); or (iv) such other means as the Committee may permit; provided, however, that payment of the exercise price by delivery of shares of our common stock owned by the option holder 28 may be made only if such payment does not result in a charge to earnings for financial accounting purposes, as determined by the Committee. With the consent of the Committee, payment of the exercise price may also be made by delivery of a properly executed exercise notice to us, together with a copy of irrevocable instructions to a broker to deliver promptly to us the amount of sale or loan proceeds to pay the exercise price. To facilitate such arrangements, we may enter into agreements for coordinating procedures with one or more securities brokerage firms. The date of delivery of such exercise notices shall be deemed the date of exercise. The Committee may impose such conditions with respect to the exercise of options, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable, including making the common stock issued upon exercise subject to restrictions on vesting or transferability, or to risk of forfeiture, upon the happening of such events as the Committee may determine, any of which may be accelerated or waived in the Committee's sole discretion. We will issue no shares of our common stock upon exercise of any option under the Brooks 2000 Plan until full payment in the form approved by the Committee has been made and all other legal requirements applicable to the issuance or transfer of such shares and such other requirements as are consistent with the Brooks 2000 Plan have been complied with to the Committee's satisfaction. g. VESTING AND EXERCISE Each stock option agreement specifies the term of the option and the date when the option becomes exercisable. The vesting period for New Options granted in exchange for Old Options tendered will effectively be extended for a period of six to twelve months. Each New Option granted will vest as follows: - after applying the exchange ratio, that percentage of shares under the New Option equal to the percentage of shares under the Old Option that were fully vested on the date the Old Options are cancelled will become fully vested six months after the Regrant Date (approximately one year after the Cancellation Date); - after applying the exchange ratio, that percentage of shares under the New Option equal to the percentage of shares under the Old Option that were unvested shares on the Cancellation Date will have an additional six months added to the vesting period for such options, such that each such portion of each New Option grant will vest on the later of (i) the date on which the corresponding portion of the Old Option for which it was exchanged would have vested under the terms of the Old Option, plus six months, or (ii) six months after the Regrant Date. For example: An employee surrenders for exchange an option that is 25% vested at the time of cancellation. The Regrant Date occurs 6 months and one day after the Cancellation Date. Six months after the Regrant Date, the new option will be 25% vested with respect to the total number of Old Options after the exchange ratio has been applied. The remaining 75% of the shares will have an additional six months added to the date they would have vested under the Old Option; provided, however, that in no event would any of them vest before the date that is six months after the Regrant Date. h. ADJUSTMENTS 29 Upon the occurrence of any of the following events, an option holder's rights with respect to options granted under the Brooks 2000 Plan will be adjusted as follows, unless otherwise specifically provided in the written agreement between the option holder and us. (i) Stock Dividends and Stock Splits. If the shares of our common stock are subdivided or combined into a greater or smaller number of shares or we issue any shares of common stock as a stock dividend on our outstanding common stock, the number of shares of common stock deliverable upon the exercise of options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or stock dividend. (ii) Consolidation or Mergers. If we are to be consolidated with or acquired by another entity in a merger, sale of all or substantially all of our assets or otherwise, the Committee or the Board of Directors of any entity assuming our obligations under the Brooks 2000 Plan shall, as to outstanding options, make appropriate provision for the continuation of such options by substituting on an equitable basis for the shares then subject to such options the consideration payable with respect to the outstanding shares of common stock in connection with the acquisition and by adjusting on an equitable basis the exercise price of such options to reflect the acquisition. (iii) Recapitalization or Reorganization. In the event of our recapitalization or reorganization (other than through acquisition) pursuant to which our securities or the securities of another corporation are issued with respect to the outstanding shares of our common stock, an option holder upon exercising rights under an option will be entitled to receive the consideration that would have been received if such options had been exercised prior to such recapitalization or reorganization. (iv) Modification of Incentive Stock Options. Notwithstanding the foregoing, any adjustments made pursuant to the above subparagraphs with respect to incentive stock options shall be made only after the Committee, after consulting with our counsel, determines whether such adjustments would constitute a "modification" of such incentive stock options (as that term is defined in Section 424 of the IRC) or would cause any adverse tax consequences for the holders of such incentive stock options. If the Committee determines that such adjustments made with respect to incentive stock options would constitute a modification of such incentive stock options, it may refrain from making such adjustments. (v) Dissolution or Liquidation. In the event of our proposed dissolution or liquidation, each option will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Committee. (vi) Issuances of Securities. Except as expressly provided in the Brooks 2000 Plan, no issuance by us of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to options. No adjustments shall be made for dividends paid in cash or in property other than our securities. (vii) Fractional Shares. No fractional shares shall be issued under the Brooks 2000 Plan, and in all cases other than in connection with this Offer, we will pay the option holder cash in lieu of such fractional shares. (viii) Adjustments. Upon the happening of any of the events described above in the first three subparagraphs (entitled Stock Dividends and Stock Splits, Consolidation or Mergers, and Recapitalization or Reorganization, respectively), the class and aggregate number of shares that are subject to options that previously have been or subsequently may be granted under the Brooks 2000 Plan shall also be appropriately adjusted to reflect the events described in such subparagraphs. The Committee shall determine the specific adjustments to be made under this section and subject to provisions of the Brooks 2000 Plan, and its determination shall be conclusive. (ix) The Committee may not reprice an option once it has been granted under the Brooks 2000 Plan by reducing the exercise price of the option or canceling an option and regranting a new option for a similar number of shares at a lower price, except as expressly provided above or as specifically authorized by the stockholders in order to carry out the option exchange program described in this Offer to Exchange. 30 i. TRANSFER RESTRICTIONS Our Board of Directors will determine the effect on options granted under the Brooks 2000 Plan of the disability, death, retirement or other termination of employment of a participant and the extent to which, as well as the period during which, the participant's legal representative, guardian or designated beneficiary may receive payment of options granted or exercise rights under such options. j. AMENDMENT AND TERMINATION OF THE BROOKS 2000 PLAN Our Board of Directors may amend, suspend or terminate the Brooks 2000 Plan in whole or in part, subject to shareholder approval in certain limited situations. The Committee may amend, modify or terminate any outstanding option, including substituting for the option another award of the same or a different type, changing the date of exercise, or converting of an incentive stock option to a non-qualified stock option; provided that the option holder's consent to such action is required unless our Board of Directors determines that the action, taking into account any related action, would not materially and adversely affect the option holder. k. TERM OF BROOKS 2000 PLAN The Brooks 2000 Plan shall terminate ten years from the date of its adoption by our Board of Directors, and no option will be granted under the Brooks 2000 Plan after such date. The termination of the Brooks 2000 Plan shall not affect the validity of options granted prior to the date of termination. l. LIENS No lien on any funds, securities, or other property held under the Brooks 2000 Plan has been or may be created under the Brooks 2000 Plan or pursuant to any contract in connection with the Brooks 2000 Plan. m. REGISTRATION OF OPTION SHARES. A total of 6,000,000 shares of common stock issuable upon exercise of options under our Brooks 2000 Plan have been registered under the Securities Act on registration statements on Form S-8 filed with the SEC. All the shares issuable upon exercise of all New Options to be granted before the Offer will be registered under the Securities Act. Unless you are one of our affiliates, you will be able to sell your option shares free of any transfer restrictions under applicable U.S. securities laws. 13. DESCRIPTION OF BROOKS 1998 PLAN a. GENERAL INFORMATION This Prospectus relates to shares of our common stock issued upon the exercise of options granted or that may be granted pursuant to the Brooks 1998 Plan. The Brooks 1998 Plan is not a retirement plan qualified under Section 401 of the IRC, and is not subject to any provisions of the Employment Retirement Income Security Act of 1974, as amended. Options granted under the Brooks 1998 Plan are not intended to qualify as incentive stock options under Section 422 of the IRC. To learn about the income tax consequences that may accrue to option holders and to us, see Section 21. If participants of the Brooks 1998 Plan wish to obtain additional information about the Brooks 1998 Plan's contents or its administrators, they are invited to contact us at 15 Elizabeth Drive, Chelmsford, MA 01824, (978) 262-2400. b. PURPOSE 31 The purpose of the Brooks 1998 Plan is to attract and retain employees and provide an incentive for them to help us achieve our long-range performance goals, and to enable such employees to participate in our long-term growth. c. SECURITIES TO BE OFFERED The Brooks 1998 Plan provides that up to 4,825,000 shares of our common stock may be issued upon the exercise of options granted under the plan, subject to adjustment for stock splits, stock dividends and similar transactions. The stock subject to the options granted may consist in whole or in part of authorized but unissued shares or treasury shares. If any options granted under the Brooks 1998 Plan expire, terminate unexercised, or are otherwise forfeited after February 26, 2003, such shares of common stock will not again be available to be awarded under the Brooks 1998 Plan and will reduce the number of shares issuable under the Brooks 1998 Plan. d. ELIGIBLE PARTICIPANTS Except for our officers and directors, all of our employees and any other persons (including contractors, consultants, service providers or others) who are in a position to contribute to our long term success and growth are eligible to participate in the Brooks 1998 Plan. e. PURCHASE OF AND PAYMENT FOR SECURITIES Subject to the provisions of the Brooks 1998 Plan, our Board of Directors (or a committee of the Board of Directors appointed to administer the Brooks 1998 Plan) may award non-qualified stock options and determine the number of shares to be covered by each option, the option price and the conditions and limitations applicable to the exercise of each option. The terms of each award need not be identical, and the Board of Directors does not have to treat participants uniformly. Our Board of Directors will also establish the option price of each option at the time each option is awarded, provided that the option price cannot be less than the fair market value of the common stock on the date of the grant of the option. Finally, our Board of Directors may impose conditions relating to applicable federal or state securities laws, as it considers necessary or advisable. We will deliver shares pursuant to any exercise of an option only after we have received payment in full of the option price. Payment of the option price may be made in whole or in part in cash or, pursuant to the provisions of the Brooks 1998 Plan and to the extent permitted by our Board of Directors at or after the award of the option, by delivery of a note or shares of our common stock owned by the option holder, or such other consideration as our Board of Directors may determine. The Board of Directors may provide for the automatic award of an option upon the delivery of shares to Brooks in payment of an option for up to the number of shares so delivered. f. VESTING AND EXERCISE Each stock option agreement specifies the term of the option and the date when the option becomes exercisable. The vesting period for New Options granted in exchange for Old Options tendered will effectively be extended for a period of six to twelve months. Each New Option granted will vest as follows: - after applying the exchange ratio, that percentage of shares under the New Option equal to the percentage of shares under the Old Option that were fully vested on the date the Old Options are cancelled will become fully vested six months after the Regrant Date (approximately one year after the Cancellation Date); - after applying the exchange ratio, that percentage of shares under the New Option equal to the percentage of shares under the Old Option that were unvested shares on the Cancellation Date will have an additional six months added to the vesting period for such options, such that each such portion of each New Option grant will vest on the later of (i) the date on which the corresponding portion of the Old Option for which it was exchanged would have vested under the terms of the Old Option, plus six months, or (ii) six months after the Regrant Date. 32 For example: An employee surrenders for exchange an option that is 25% vested at the time of cancellation. The Regrant Date occurs 6 months and one day after the Cancellation Date. Six months after the Regrant Date, the new option will be 25% vested with respect to the total number of Old Options after the exchange ratio has been applied. The remaining 75% of the shares will have an additional six months added to the date they would have vested under the Old Option; provided, however, that in no event would any of them vest before the date that is six months after the Regrant Date. g. CHANGES IN COMMON STOCK If there is any change in the common stock or stock options granted under the Brooks 1998 Plan by reason of any stock dividend, stock split, or other similar transaction, we will make appropriate adjustments to the number of shares subject to the Brooks 1998 Plan or the option exercise price. h. TRANSFER RESTRICTIONS Our Board of Directors will determine the effect on options granted under the Brooks 1998 Plan of the disability, death, retirement or other termination of employment of a participant and the extent to which, as well as the period during which, the participant's legal representative, guardian or designated beneficiary may receive payment of options granted or exercise rights under such options. i. ADMINISTRATION The Stock Option Committee of our Board of Directors, or such other committee of not less than three members of the Board (or, with respect to awards of not more than 15,000 shares of common stock in the aggregate under all our plans to any single employee during any single fiscal year, the Chief Executive Officer as a one member committee of the Board of Directors) appointed by the Board of Directors to administer the Brooks 1998 Plan, will administer the Brooks 1998 Plan. The Stock Option Committee or such other committee as the Board may appoint shall serve at the pleasure of the Board, which may from time to time appoint additional members of the committee, remove members and appoint new members in substitution for those previously appointed, and fill vacancies however caused. Our Board of Directors has the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the operation of the Brooks 1998 Plan as it shall from time to time consider advisable, and to interpret the provisions of the Brooks 1998 Plan. j. INDEMNITY Neither the Board of Directors nor the Stock Option Committee, nor any members of either, nor any of our employees or the employees or any parent, subsidiary, or other affiliate of ours, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with their responsibilities with respect to the Brooks 1998 Plan. We will indemnify the members of our Board of Directors, the members of the Stock Option Committee and our employees in respect of any claim, loss, damage or expense (including reasonable counsel fees) arising from any such action, omission, interpretation, construction or determination to the full extent permitted by law. k. AMENDMENT AND TERMINATION OF THE BROOKS 1998 PLAN Our Board of Directors or the Stock Option Committee may amend, suspend or terminate, in whole or in part, the Brooks 1998 Plan, subject to certain limitations with respect to certain matters for which stockholder approval may be required. No amendment, suspension or termination of the Brooks 1998 Plan may materially and adversely affect the rights of an option holder without such option holder's consent. 33 Our Board of Directors may amend, modify or terminate any outstanding award of an option, including substituting for such option another option of the same or a different type or changing the date of exercise, provided that the option holder's consent to such action is required unless our Board of Directors determines that the action, taking into account any related action, would not materially and adversely affect the option holder. l. LIENS No lien on any funds, securities, or other property held under the Brooks 1998 Plan has been or may be created under the 1998 Plan or pursuant to any contract in connection with the Brooks 1998 Plan. m. REGISTRATION OF OPTION SHARES A total of 4,825,000 shares of common stock issuable upon exercise of options under our Brooks 1998 Plan have been registered under the Securities Act on registration statements on Form S-8 filed with the SEC. All the shares issuable upon exercise of all New Options to be granted before the Offer will be registered under the Securities Act. Unless you are one of our affiliates, you will be able to sell your option shares free of any transfer restrictions under applicable U.S. securities laws. 14. ACCOUNTING CONSEQUENCES We believe that we will not incur any compensation expense solely as a result of the transactions contemplated by the Offer because: - we will not grant any New Options to participants until a business day that is at least six months and one day after the Cancellation Date, and - the exercise price of all New Options will at least equal the market value of the shares of common stock on the date we grant the New Options. If we were to grant the New Option on any date which is earlier than six months and one day after the Cancellation Date, Brooks would be required to record the non-cash accounting impact of decreases and increases in our share price as a compensation expense for each New Option issued under this Offer. We would have to continue this so-called "variable accounting" for these New Options until they were exercised, forfeited or terminated. The higher the market value of our shares, the greater the compensation expense we would have to record. By deferring the grant of the New Option for six months and one day, we believe we will not have to treat the New Options as variable accounting awards. 15. INFORMATION CONCERNING BROOKS Our principal executive offices are located at 15 Elizabeth Drive, Chelmsford, MA 01824, and our telephone number is (978) 262-2400. Brooks Automation, Inc. ("Brooks" or the "Company") is a leading supplier of automation products and solutions for the global semiconductor and related industries such as the data storage, flat panel display and other precision electronics manufacturing industries. Brooks has distinguished itself as a technology and market leader, particularly in the demanding cluster-tool vacuum-processing environment and in integrated factory automation software applications. The Company's Offerings have grown from individual robots used to transfer semiconductor wafers in advanced production equipment to fully integrated automation solutions that control the movement and management of wafers and reticles in the wafer fabrication facility. Through a program of investment and acquisition, Brooks has emerged as one of the leading suppliers of factory and equipment automation solutions for semiconductor manufacturers and original equipment manufacturers ("OEMs"). 34 16. SUMMARY FINANCIAL INFORMATION The summarized financial information attached as Schedule B to this Offer to Exchange should be read in conjunction with our consolidated financial statements and notes thereto and "Management's Discussion and Analysis of Financial Condition and Result of Operations," appearing in our Annual Report on Form 10-K for the fiscal year ended September 30, 2002 and in our most recent quarterly report on Form 10-Q filed for the quarter ended December 31, 2002. See "Additional Information" in Section 29 for instructions on how you can obtain copies of our SEC filings, including filings that contain our financial statements. 17. INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS CONCERNING THE OPTIONS A list of our directors and executive officers is attached to this Offer to Exchange as Schedule A. As of February 28, 2003, our directors and executive officers, as a group, beneficially owned options to purchase a total of 1,914,221 of our shares, which represented 22.4% of the shares subject to all options outstanding as of that date. These options to purchase our shares owned by our directors and executive officers are not eligible to be tendered in the Offer. In the 60 day period prior to and including March 13, 2003, there have been no transactions in options to purchase our shares or in our shares which were effected by Brooks or, to our knowledge, by any executive officer, director or affiliate of Brooks. 18. AGREEMENTS INVOLVING BROOKS' SECURITIES On September 30, 1999, Brooks acquired substantially all of the assets and assumed certain of the liabilities of the Infab Division of Jenoptik AG in exchange for 914,286 shares of Brooks' Common Stock issued to Jenoptik's subsidiary M+W, subject to a 5% holdback and to adjustment. The shares were transferred from M+W to Jenoptik on December 31, 2002. As part of this acquisition, Brooks appointed Juergen Giessmann, a member of the board of directors of Jenoptik, to Brooks' Board of Directors pursuant to a stockholder agreement dated September 30, 1999 among Brooks, Jenoptik, M+W, and Robert J. Therrien. Under the stockholder agreement, until Jenoptik no longer had all its shares purchased from Brooks in this transaction, or until September 30, 2004, whichever occurred first, Brooks agreed to nominate a reasonably acceptable candidate of Jenoptik to Brooks' Board of Directors in each election of Brooks' directors, and Robert J. Therrien agreed to vote all his shares in favor of such nominees for election to the Board of Directors. These voting obligations of Brooks and Mr. Therrien expired in fiscal 2001 when Jenoptik sold some of its shares of Brooks' Common Stock. Jenoptik, in turn, agreed to vote in favor of the other candidates to Brooks' Board of Directors nominated by Brooks' existing Board. Jenoptik also agreed to vote for other matters in the same proportion as the votes cast by the other holders of the Common Stock. Jenoptik agreed not to buy or sell shares of the Common Stock except in specified circumstances. Jenoptik further agreed to share certain information with Brooks regarding upcoming factory automation projects, to give Brooks a right of first refusal as a supplier and to award Brooks an exclusive supply contract with guaranteed, minimum gross margin of at least $15 million in connection with an upcoming project. Jenoptik and Brooks also entered into a one year transitional services agreement, pursuant to which Jenoptik agreed to allow Brooks to occupy space at its Jena, Germany manufacturing facility and to receive support services from Jenoptik. Brooks agreed to reimburse Jenoptik for provision of space and support services at cost. This transitional services agreement was extended through December 2002. On October 16, 2000, the parties amended the agreement to permit the removal of the transfer restrictions with respect to an aggregate of 868,572 shares of Brooks' Common Stock held by Jenoptik, and the grant by Brooks of certain registration rights under the Securities Act of 1933, as amended, with respect to such shares. In consideration for a payment of $5.0 million, Brooks released certain claims for indemnification against Jenoptik and registered 434,286 shares of Brooks' Common Stock for resale by Jenoptik on March 13, 2001. Brooks intends to register an additional 434,286 shares for resale by Jenoptik. The amendment released Jenoptik from the requirement 35 to award Brooks the exclusive contract with guaranteed gross margins on the condition that Jenoptik release its claims to the 5% holdback. 19. STATUS OF OPTIONS ACQUIRED BY US IN THE OFFER Shares of common stock underlying the Old Options originally granted under the Brooks 2000 Plan or the Brooks 1998 Plan that were cancelled through the Offer will no longer be reserved for issuance upon exercise of those cancelled Old Options and those shares will be available for issuance upon exercise of New Options. To the extent shares available under the Brooks 2000 Plan are not fully reserved for issuance upon exercise of the New Options granted in connection with the Offer, they will be available for future awards to employees and other eligible plan participants. However, the aggregate number of shares remaining available for the grant of future options under the Brooks 2000 Plan and Brooks 1998 Plan combined may not be increased as a result of the exchange program, except to the extent shares available under those two plans are used to issue New Options in exchange for Old Options that had been issued under the other Option Plans. 20. LEGAL MATTERS; REGULATORY APPROVALS We are not aware of any license or regulatory permit that appears to be material to our business that might be adversely affected by our cancellation of Old Options and issuance of New Options as contemplated by the Offer, or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of our options as contemplated herein. Should any such approval or other action be required, we presently contemplate that we will seek such approval or take such other action. We cannot assure you that any such approval or other action, if needed, would be obtained or would be obtained without substantial conditions or that the failure to obtain any such approval or other action might not result in adverse consequences to our business. Our obligation under the Offer to accept tendered options for exchange and to issue New Options for tendered options is subject to the conditions described in Section 7. If we are prohibited by applicable laws or regulations from granting New Options during the period beginning six months and one day after the Cancellation Date, we will not grant any New Options. Such a prohibition could result from changes in foreign or domestic laws, SEC rules, regulations or other policies or Nasdaq National Market listing requirements. We are unaware of any such prohibition at this time, and we will use reasonable efforts to effect the grant, but if the grant is prohibited throughout the period after that date we will not grant any New Options and you will not get any other compensation for the options you tendered. 21. MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS OF OPTIONS UNDER BROOKS 2000 PLAN AND BROOKS 1998 PLAN; CONSEQUENCES OF EXCHANGE OFFER a. FEDERAL INCOME TAX CONSEQUENCES OF INCENTIVE STOCK OPTIONS UNDER THE BROOKS 2000 PLAN The following discussion of the federal income tax consequences of the issuance and exercise of incentive stock options granted under the Brooks 2000 Plan is based upon the provisions of the Internal Revenue Code of 1986, as amended (the "IRC"), as in effect on the date of this Prospectus, current regulations thereunder, and existing administrative rulings of the Internal Revenue Service (the "IRS"). It is not intended to be a complete discussion of all of the federal income tax consequences of the Brooks 2000 Plan or of all of the requirements that must be met in order to qualify for the described tax treatment. In addition, because tax consequences may vary, and certain exceptions to the general rules discussed by this Prospectus may be applicable, depending upon the personal circumstances of individual holders of securities, each option holder should consider his or her personal situation and consult with his or her tax advisor with respect to the specific tax consequences applicable to him or her. No information is provided as to state tax laws. Incentive stock options may only be awarded under the Brooks 2000 Plan, not the Brooks 1998 Plan. The general tax treatment of incentive stock options under the Brooks 2000 Plan is as follows: 36 Incentive Stock Options. An option holder generally will not recognize taxable income upon either the grant or the exercise of an incentive stock option. However, under certain circumstances, there may be alternative minimum tax or other tax consequences, as discussed below. An option holder will recognize taxable income upon the disposition of the shares of common stock received upon exercise of an incentive stock option. Any gain recognized upon a disposition that is not a "disqualifying disposition" (as defined below) will be taxable as long-term capital gain. A "disqualifying disposition" means any disposition of shares of common stock acquired on the exercise of an incentive stock option where such disposition occurs within two years of the date the stock option was granted or within one year of the date the shares were transferred to the option holder. The use of the shares acquired pursuant to the exercise of an incentive stock option to pay the option exercise price under another stock option is treated as a disposition for this purpose. In general, if an option holder makes a disqualifying disposition, an amount equal to the excess of (i) the lesser of (a) the fair market value of the shares on the date of exercise or (b) the amount actually realized on the disposition over (ii) the option exercise price will be taxable as ordinary income and the balance of the gain recognized, if any, will be taxable as either long-term or short-term capital gain, depending on the option holder's holding period for the shares. The holding period for the shares generally would begin on the date the shares were acquired and would not include the period of time during which the option was held. In the case of a gift or certain other transfers, the amount of ordinary income taxable to the option holder is not limited to the amount of gain which would be recognized in the case of a sale. Instead, it is equal to the excess of the fair market value of the shares on the date of exercise over the option exercise price. In general, in the year of exercise of an incentive stock option, an option holder must compute the excess of the shares' fair market value on the date of exercise over the exercise price and include this amount in the calculation of his or her alternative minimum taxable income. Because of the many adjustments that apply to the computation of the alternative minimum tax, it is not possible to predict the application of the tax to any particular option holder. However, an option holder may owe alternative minimum tax even though he or she has not disposed of the shares or otherwise received any cash with which to pay the tax. The alternative minimum tax rate is now higher than the rate applicable to long-term capital gains. We will not be entitled to any deduction with respect to the grant or exercise of an incentive stock option provided the option holder does not make a disqualifying disposition. If the option holder does make a disqualifying disposition, we will generally be entitled to a deduction for Federal income tax purposes in an amount equal to the taxable income recognized by the option holder, provided that we report the income on a timely provided and filed Form W-2 or 1099, whichever is applicable. b. FEDERAL INCOME TAX CONSEQUENCES OF NON-QUALIFIED STOCK OPTIONS UNDER THE BROOKS 2000 PLAN AND BROOKS 1998 PLAN The following discussion of the federal income tax consequences of the issuance and exercise of non-qualified stock options granted under the Brooks 2000 Plan and the Brooks 1998 Plan is based upon the provisions of the IRC as in effect on the date of this Prospectus, current regulations thereunder, and existing administrative rulings of the Internal Revenue Service. It is not intended to be a complete discussion of all of the federal income tax consequences of the Brooks 2000 Plan or of the Brooks 1998 Plan or of all of the requirements that must be met in order to qualify for the described tax treatment. In addition, because tax consequences may vary, and certain exceptions to the general rules discussed by this Prospectus may be applicable, depending upon the personal circumstances of individual holders of securities, each option holder should consider his or her personal situation and consult with his or her tax advisor with respect to the specific tax consequences applicable to him or her. No information is provided as to state tax laws. Non-qualified stock options may be awarded under both the Brooks 2000 Plan and the Brooks 1998 Plan. The general tax treatment of non-qualified stock options under the Brooks 2000 Plan and the Brooks 1998 Plan is as follows: Non-qualified Stock Options. The recipient of a non-qualified stock option generally will not recognize any taxable income at the time the stock option is granted. Upon exercise, the option holder will generally recognize ordinary taxable income in an amount equal to the excess of the fair market value of the shares of common stock 37 received on the date of exercise over the option exercise price. Upon a subsequent sale of the shares, capital gain or loss will generally be recognized equal to the difference between the amount realized and the fair market value of the shares on the date of exercise. Any such capital gain or loss would be long term if the holding period for the shares were more than twelve months. The holding period for the shares generally would begin on the date the shares were acquired and would not include the period of time during which the option was held. The application of the tax rules to an option holder who receives shares that are subject to a substantial risk of forfeiture (for example, if the shares must be returned to us if the recipient does not work for us for a period of time, if any, specified in the award) are more complex. In that case, the recipient generally will not recognize income until the date that shares are no longer subject to the substantial risk of forfeiture, unless a Section 83(b) election (described below) is made. Certain option holders are subject to Section 16(b) of the Securities Exchange Act of 1934 upon their sale of shares of common stock. If an option holder is subject to Section 16(b), the date on which the fair market value of the shares is determined may similarly be postponed. The IRS regulations have not yet been amended to conform with the most recent revision to Section 16(b). However, it is generally anticipated that the date on which the fair market value of the shares is determined will be postponed to the earlier of (i) the date six months after the Regrant Date, or, if earlier, (ii) the first day on which the sale of the shares would not subject the individual to liability under Section 16(b). It is possible that the six month period will instead run from the option holder's most recent grant or purchase of common stock prior to his or her exercise of the stock option. On the determination date, the option holder will generally recognize ordinary taxable income in an amount equal to the excess of the fair market value of the shares of common stock at that time over the option exercise price. Despite the general rule, in the case of a substantial risk of forfeiture, or in the case of recipients subject to Section 16(b) (if the determination date is after the date of exercise), the option holder may make an election pursuant to Section 83(b) of the IRC, in which case the option holder will recognize ordinary taxable income at the time the stock option is exercised and not on the later date. In order to be effective, the Section 83(b) election must be made and filed with the IRS within 30 days after exercise. We will generally be entitled to a compensation deduction for Federal income tax purposes in an amount equal to the taxable income recognized by the option holder, provided that we report the income on a timely provided and filed Form W-2 or 1099, whichever is applicable. In the case of a non-qualified stock option, an option holder who pays the option exercise price, in whole or in part, by delivering shares of common stock already owned by him or her will generally recognize no gain or loss for Federal income tax purposes on the shares surrendered, but otherwise will be taxed according to the rules described above. However, if shares received on the exercise of an incentive stock option are used to exercise a non-qualified stock option, within the time periods that apply to a disqualifying disposition, then the rules for disqualifying dispositions, described in Section 21a above, will apply. To the extent the shares acquired upon exercise are equal in number to the shares surrendered, the basis of the shares received will be equal to the basis of the shares surrendered. The basis of the shares received in excess of the shares surrendered upon exercise will be equal to the fair market value of the shares on the date of exercise, and the holding period for the shares received will commence on that date. c. FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER The following is a general summary of the material U.S. federal income tax consequences of the surrender and cancellation of Old Options and issuance of New Options pursuant to the Offer. This discussion is based on the IRC, its legislative history, Treasury Regulations thereunder and administrative and judicial interpretations thereof as of the date of the Offer, all of which are subject to change, possibly on a retroactive basis. This summary does not discuss all of the tax consequences, nor is it intended to be applicable in all respects to all categories of option holders. If you are an eligible employee based outside of the United States, we recommend that you consult with your own tax advisor to determine the tax and social contribution consequences of the Offer under the laws of the country in which you live and work or under which you are otherwise subject to taxation (please see Sections 22-26). 38 Option holders who exchange outstanding Old Options for a New Option should not be required to recognize income for federal income tax purposes at the time of the exchange. We believe that the exchange will be treated as a non-taxable exchange. When an Old Option constituting an ISO is exchanged for a New Option, the New Option should likewise constitute an ISO. In such case, the New Option should be treated as being granted on the Regrant Date for purposes of determining whether a subsequent disposition of the shares subject to the New Option is a "disqualifying disposition". See Section 21a above. Accordingly, a holder's exchange of an Old Option constituting an ISO for a New Option will delay the date at which the underlying shares may be sold in a tax-advantaged manner. We advise all option holders considering exchanging their options to meet with their own tax advisors with respect to the federal, state, and local tax consequences of participating in the Offer. You should note that there is a risk that any incentive stock option you hold may be affected, even if you do not participate in the exchange. We believe that you will not be subject to current U.S. federal income tax if you do not elect to participate in the option exchange program. We also believe that the option exchange program will not change the U.S. federal income tax treatment of subsequent grants and exercises of your incentive stock option (and sales of shares acquired upon exercise of such options) if you do not participate in the option exchange program. However, the IRS may characterize the option exchange program as a "modification" of those incentive stock options, even if you decline to participate. A successful assertion by the IRS of this position could extend the options' requisite holding period necessary to qualify for favorable tax treatment. Accordingly, to the extent you dispose of your incentive stock option shares prior to the lapse of the new extended holding period, the tax treatment of your incentive stock option could be similar to that of a non-qualified stock option. In 1991, the IRS issued a private letter ruling in which another company's option exchange program was characterized as a "modification" of the incentive stock option that could be exchanged. This does not necessarily mean that our Offer to exchange options will be viewed the same way. Private letter rulings issued by the IRS contain the IRS's opinion regarding only the specific facts presented by a specific person or company. The person or company receiving the letter may rely on it, but no other person or company may rely on the letter ruling or assume the same opinion would apply to their situation, even if the facts at issue are similar. While such letters do not provide certainty, they may indicate how the IRS will view a similar situation. We, therefore, do not know if the IRS will assert the position that our Offer constitutes a "modification" of incentive stock options that are eligible for exchange but are not tendered. We recommend that you consult your own tax advisor with respect to the federal, state and local tax consequences of participating in the Offer. 22. MATERIAL TAX CONSEQUENCES FOR CERTAIN NON-U.S. JURISDICTIONS Sections 23-26 contain general summaries of the tax consequences of the cancellation of Old Options and the grant of the New Option under the Offer for eligible employees who are tax residents (or otherwise subject to the tax laws) of Canada, Germany, South Korea, and the United Kingdom. This discussion is based on tax law in these respective countries as of the date of the Offer, which is subject to change, possibly on a retroactive basis. The information may be out of date at the time you exercise your options or sell the shares you acquire upon exercise. This summary is general in nature and does not discuss all of the tax consequences that may be relevant to you in your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders. If you are a citizen or resident of, or otherwise subject to the tax laws of, any other jurisdiction, including Belgium, France, Ireland, Japan, Malaysia, the Netherlands, Singapore or Taiwan, you should consult your own tax advisor. WE RECOMMEND THAT YOU CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF PARTICIPATING IN THE OFFER. 23. MATERIAL TAX CONSEQUENCES FOR EMPLOYEES WHO ARE TAX RESIDENTS IN CANADA The information provided below is a general summary of the principal Canadian federal income tax considerations arising in connection with the exchange program for an employee who, at any relevant time (including the date of issuance, exercise or disposition of an option, and the date of disposition of a share acquired 39 on the exercise of an option), is an individual resident in Canada for purposes of the Income Tax Act (Canada) (the "Canadian Tax Act"), is employed by Brooks or an affiliate, and who, for purposes of the Canadian Tax Act: - received options in respect of, in the course of, or by virtue of their employment with Brooks or an affiliate; - holds any shares acquired on the exercise of options as capital property; - deals at arm's length with Brooks; and - is not affiliated with the Brooks. This summary is based on the current provisions of the Canadian Tax Act and the regulations thereunder, all proposed amendments to such Act and regulations publicly announced by the Minister of Finance prior to the date hereof, and the current administrative policies and assessing practices of the Canada Customs and Revenue Agency. This summary is of a general nature only, and should not be construed as legal, business or tax advice to any particular option holder. Option holders should consult their own tax advisors for advice as to the tax consequences of participating in the exchange program. This summary assumes that no amount was paid at any time by an employee for the acquisition of that employee's options. a. CANCELLATION OF OLD OPTIONS AND GRANT OF NEW OPTIONS A holder who exchanges Old Options for New Options should be deemed not to have disposed of the Old Options, and should not realize income for purposes of the Canadian Tax Act on the exchange (or, in other words, will be entitled to tax deferred treatment) provided that (a) the amount, if any, by which (i) the total value of the Brooks shares which the holder is entitled to acquire under the New Options, determined immediately after the cancellation of the Old Options exceeds (ii) the total exercise price payable under the New Options does not exceed (b) the amount, if any, by which (i) the total value of the Brooks shares which the holder is entitled to acquire under the Old Options, determined immediately before the cancellation of the Old Options exceeds (ii) the total exercise price payable under the Old Options. Because the exchange program applies only to options with an exercise price of at least $20.00 (which, based upon the current market price of a Brooks share, is likely to be greater than the value of a Brooks share immediately prior to cancellation of the Old Options), the amount described in (b) above will likely be zero. Because the exercise price of the New Options will be equal to the closing price of the Brooks common stock on the date of grant of the New Options (and not on the date of cancellation of the Old Options), it is possible that the above requirements for tax deferred treatment will not be met. In particular, if the closing price of the Brooks common stock on the Regrant Date is less than the value of the Brooks shares immediately after cancellation 40 of the Old Options (or, in other words, if the Brooks common stock declines in value between the Cancellation Date and the Regrant Date), the above requirements for tax deferred treatment will generally not be met. If the above requirements for tax deferred treatment are not met, the cancellation of Old Options in exchange for Brooks' promise to grant New Options will generally be a taxable event. The holder will then be required to include in computing employment income for purposes of the Canadian Tax Act for the year in which the cancellation takes place an amount equal to the fair market value of Brooks' promise to grant New Options. If certain conditions are met, a holder may be entitled to deduct 50% of such amount in computing taxable income. In any such case, holders should contact their own tax advisors for guidance as to the appropriate manner in which to calculate the amount, if any, of employment income to be reported in connection with the exchange. b. EXERCISE OF NEW OPTIONS A holder who exercises New Options will generally be deemed to have realized a taxable benefit from employment in an amount equal to the fair market value of the Brooks shares acquired on such exercise, less the exercise price paid. If certain conditions are met, a holder may be entitled to deduct 50% of this deemed benefit in computing taxable income. If this deduction is available and certain additional conditions are met, the holder may be entitled (subject to certain quantitative limits) to elect to defer recognition of the employment income until the taxation year in which the holder disposes of the Brooks shares acquired on such exercise. Holders that wish to make this election should contact their own tax advisors for advice regarding the procedures to be followed in this regard. In general, the amount of the benefit deemed to have been realized will be included in computing the holder's cost of the Brooks shares acquired on such exercise. In general, the cost of such Brooks shares must be averaged with the adjusted cost base of any other Brooks shares then held by the holder as capital property for purposes of computing the adjusted cost base of each Brooks share to the holder. However, the Canadian Tax Act provides an exception to this averaging rule in certain situations provided the Brooks shares acquired on exercise of the option are disposed of within 30 days after exercise and such shares are specifically identified as being the shares so disposed of. c. DISPOSITION OF BROOKS SHARES A holder who disposes of Brooks shares will generally realize a capital gain (or capital loss) equal to the amount, if any, by which the proceeds of disposition exceed (or are less than) the aggregate of the adjusted cost base of the Brooks shares and any reasonable costs of disposition. One-half of a capital gain is generally included in income as a taxable capital gain, and one-half of a capital loss may generally be deducted against taxable capital gains in accordance with the rules in the Canadian Tax Act. WE RECOMMEND YOU CONSULT YOUR OWN TAX ADVISOR FOR INFORMATION ON THE TAX TREATMENT OF OPTIONS IN CANADA. 24. MATERIAL TAX CONSEQUENCES FOR EMPLOYEES WHO ARE TAX RESIDENTS IN GERMANY The information provided below is a general summarization of the German tax implications resulting from the cancellation and grant of options pursuant to the Offer in Germany for employees who reside in Germany during the entire period beginning on the Cancellation Date through and including the date of sale of the shares acquired from the exercise of the New Options. This summary is based on German tax law in effect as of March 13, 2003, and may not address all of the tax consequences that are relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders. Please consult your tax advisor prior to electing to participate in the Offer, to assess the tax consequences of participation. a. CANCELLATION OF OLD OPTIONS 41 The cancellation of the Old Options will not be considered a taxable event and will not result in any tax liability (aside from the tax consequences at the date of exercise of the New Options and sale of the shares acquired from the exercise of such options as described below). b. GRANT OF NEW OPTION The grant of the New Options will not be considered a taxable event and will not result in any tax liability (aside from the tax consequences at the date of exercise of the New Options and sale of the shares acquired from the exercise of such options as described below). c. DATE OF EXERCISE* OF THE NEW OPTION The excess of the fair market value of the underlying shares at the date of exercise over the exercise price of the New Options (i.e., the spread) is subject to tax on the date of exercise as employment income, at your marginal income and social tax rates. * Please note that according to a very recent opinion of the German tax authorities, income may be deemed taxable only at the date that the shares are physically transferred to your account (even if this is after the actual date of exercise). Please consult with your tax advisor on this issue. d. SUBSEQUENT SALE OF THE SHARES ACQUIRED UPON EXERCISE OF THE NEW OPTION Under current law, you will not recognize a taxable gain or loss if the shares are sold more than 12 months from the date of exercise, provided you hold less than 1% of the entire share capital at any time within the 5 years prior to the sale. The sale of the underlying shares will be subject to tax if the period between the exercise date and the date of sale is 12 months or less. In such case 50% of the gain is taxable (the difference between the sales price and the fair market value at the date of exercise plus sales costs of the shares). Capital gains will be taxed at the same rates applicable to employment income. Please note that according to the draft catalogue of changes in German tax law (which may be put into effect as early as January 1, 2003), the 50% taxable gain resulting from the sale of shares will be taxable irrespective whether the shares are sold within a 12 month period (grandfathering provisions may be available under certain conditions). However, the taxable capital gain will be subject to tax at a flat preferential rate. Note: At the time of exercise of the New Options and upon sale of the underlying shares you should also confirm with your tax advisor/payroll administrator your tax reporting and remittance responsibilities, Brooks' withholding responsibilities, the applicability of any social taxes, the availability of any exemptions/deductions and any foreign exchange restrictions. WE RECOMMEND YOU CONSULT YOUR OWN TAX ADVISOR FOR INFORMATION ON THE TAX TREATMENT OF OPTIONS IN GERMANY. 25. MATERIAL TAX CONSEQUENCES FOR EMPLOYEES WHO ARE TAX RESIDENTS IN SOUTH KOREA The information provided below is a general summarization of South Korea tax implications resulting from the cancellation and grant of options pursuant to the Offer in South Korea for employees, who reside in South Korea during the entire period beginning on the Cancellation Date through and including the date of sale of the shares acquired from the exercise of the New Options. This summary is based on South Korean tax law in effect as of March 13, 2003, and may not address all of the tax consequences that are relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders. Please consult your tax advisor prior to electing to participate in the Offer, to assess the tax consequences of participation. a. OPTION EXCHANGE 42 We believe it is unlikely that you will be subject to tax as a result of the exchange of Old Options for the right to receive New Options. b. GRANT OF NEW OPTIONS You will not be subject to tax when the New Options are granted to you. c. EXERCISE OF NEW OPTIONS When you exercise the New Options, you will be subject to income tax on the difference (or spread) between the fair market value of the shares on the date of exercise and the exercise price. The spread will be treated as salary or wages and taxed at your marginal rate. d. SALE OF SHARES If you acquire shares upon exercise, you will be subject to capital gains tax when you subsequently sell the shares. The taxable amount is the difference between the sale price and the fair market value of the shares on the date of exercise, unless the amount of shares (and any other company shares) sold in that year is less than the exempt amount, which is presently set at KRW2,500,000 for stock assets. Any gain you realize on stock assets that exceeds KRW2,500,000 will be subject to capital gains tax. No securities transaction tax will apply to the subsequent disposition of shares acquired under the plan(s). e. WITHHOLDING AND REPORTING The income recognized at exercise will be compensation to you and, under current laws, your employer is not required to withhold or report income at the time of exercise or sale. You will be responsible for reporting and paying any income tax and social insurance contribution liability, if any, that may arise. WE RECOMMEND YOU CONSULT YOUR OWN TAX ADVISOR FOR INFORMATION ON THE TAX TREATMENT OF OPTIONS IN SOUTH KOREA. 26. MATERIAL TAX CONSEQUENCES FOR EMPLOYEES WHO ARE TAX RESIDENTS IN THE UNITED KINGDOM The information provided below is a general summarization of the United Kingdom tax implications resulting from the cancellation and grant of options pursuant to the Offer in the United Kingdom for employees who reside in the United Kingdom during the entire period beginning on the Cancellation Date through and including the date of sale of the shares acquired from the exercise of the New Options. This summary is based on United Kingdom tax law in effect as of March 13, 2003, and may not address all of the tax consequences that are relevant to you in light of your particular circumstances, nor is it intended to be applicable in all respects to all categories of option holders. Please consult your tax advisor prior to electing to participate in the Offer, to assess the tax consequences of participation. a. CANCELLATION OF OLD OPTIONS The cancellation of the Old Options will not be considered a taxable event and will not result in any tax liability (aside from the tax consequences at the date of exercise of the New Option and sale of the shares acquired from the exercise of such options as described below). b. GRANT OF NEW OPTIONS The grant of the New Options will not be considered a taxable event and will not result in any tax liability (aside from the tax consequences at the date of exercise of the New Option and sale of the shares acquired from the exercise of such options as described below). 43 c. DATE OF EXERCISE OF THE NEW OPTIONS The excess of the fair market value of the underlying shares at the date of exercise over the exercise price of the New Options (i.e., the spread) is subject to tax on the date of exercise as employment income, at your marginal income tax rate. There will also be a social tax charge (National Insurance Contributions, or "NIC") on the spread of the New Options. In addition, if you entered into a Joint Election with Brooks to assume the employer's NIC liability, this will be due from you at the date of exercise of the New Options in addition to your normal employee NIC. d. SUBSEQUENT SALE OF THE SHARES ACQUIRED UPON EXERCISE OF THE NEW OPTION A very recent case has made the position on sale of shares acquired through employment unclear. One of two positions will apply: (1) You will be taxed to capital gains tax on a difference between the price paid for the New Options plus the amount taxed to income tax on exercise of the New Options and the sales price; or (2) You will be taxed to capital gains tax on the difference between the full market value of the shares on exercise plus the amount taxed to income tax on exercise and the sale price. Position (2) is considerably more beneficial to you and it is thought is the Inland Revenue's position. However, they have not yet published confirmation of this. NOTE: At the time of exercise of the New Options and upon sale of the underlying shares you should also confirm with your tax advisor/payroll administrator your tax reporting and remittance responsibilities, Brooks' withholding requirements, the applicability of social taxes, availability of exemptions or taper relief, and any foreign exchange restrictions. WE RECOMMEND YOU CONSULT WITH YOUR OWN TAX ADVISOR FOR INFORMATION ON THE TAX TREATMENT OF OPTIONS IN THE UNITED KINGDOM. 27. EXTENSION OF OFFER; TERMINATION; AMENDMENT We expressly reserve the right, in our sole discretion, at any time and from time to time, and if any event listed in Section 7 has occurred or is deemed by us to have occurred, to extend the period of time during which the Offer is open (i.e., the Expiration Date) and thereby delay the acceptance for exchange of any options by giving oral or written notice of such extension to the option holders or making a public announcement thereof. We also expressly reserve the right, in our reasonable judgment, to terminate or amend the Offer prior to the Expiration Date and to postpone our acceptance and cancellation of any Old Options tendered for exchange if any of the events listed in Section 7 has occurred or is deemed by us to have occurred, by giving oral or written notice of such termination or postponement to you or by making a public announcement thereof. Our reservation of the right to delay our acceptance and cancellation of options tendered for exchange is limited by Rule 13e-4(f)(5) promulgated under the Securities Exchange Act of 1934, which requires that we must pay the compensation offered or return the options tendered promptly after termination or withdrawal of a tender offer. Subject to compliance with applicable law, we further reserve the right, in our sole discretion, and regardless of whether any event listed in Section 7 has occurred or is deemed by us to have occurred, to amend the Offer in any respect, including, without limitation, by decreasing or increasing the compensation offered in the Offer to option holders or by decreasing or increasing the number of options being sought in the Offer. Amendments to the Offer may be made at any time and from time to time by public announcement of the amendment. In the case of an extension, the amendment must be issued no later than 6:00 p.m., Eastern Daylight 44 Time, on the next business day after the last previously scheduled or announced expiration date. Any public announcement made through the Offer will be disseminated promptly to option holders in a manner reasonably designated to inform option holders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a press release to PR Newswire. If we materially change the terms of the Offer or the information concerning the Offer, or if we waive a material condition of the Offer, we will extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3) under the Securities Exchange Act. These rules require that the minimum period during which an Offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend on the facts and circumstances, including the relative materiality of such terms or information. If we decide to take any of the following actions, we will publish notice or otherwise inform you in writing of these actions: - we increase or decrease the amount of compensation offered for the options; - we decrease the number of options eligible to be tendered in the Offer; or - we increase the number of options eligible to be tendered in the Offer by an amount that exceeds 2% of the shares issuable upon exercise of the options that are subject to the Offer immediately prior to the increase. If the Offer is scheduled to expire at any time earlier than the tenth business day from, and including, the date that notice of such increase or decrease is first published, sent or given in the manner specified in this Section 27, we will extend the Offer so that the Offer is open at least ten business days following the publication, sending or giving of notice. For purposes of the Offer, a "business day" means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Daylight Time. 28. FEES AND EXPENSES We will not pay any fees or commissions to any broker, dealer or other person for soliciting tenders of options pursuant to this Offer. 29. ADDITIONAL INFORMATION CONCERNING THE OFFER TO EXCHANGE This Offer to Exchange is part of a Tender Offer Statement on Schedule TO that we have filed with the SEC. This Offer to Exchange does not contain all of the information contained in the Schedule TO and the exhibits to the Schedule TO. We recommend that you review the Schedule TO, including its exhibits, and the following materials which we have filed with the SEC before making a decision on whether to tender your options: 1. Brooks' Quarterly Report on Form 10-Q for our quarter ended December 31, 2002, filed with the SEC on February 14, 2003; 2. Brooks' Annual Report on Form 10-K for our fiscal year ended September 30, 2002, filed with the SEC on December 30, 2002; 3. Brooks' Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 filed with the SEC on January 21, 2003. 45 4. Any document that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this Offer to Exchange and before the termination of this Offer. Information in these filings will be deemed to be incorporated by reference as of the date we make the filing. These filings, our other annual, quarterly and current reports, our proxy statements and our other SEC filings may be examined, and copies may be obtained, at the following SEC public reference rooms: 450 Fifth Street, N.W. 7 World Trade Center 500 West Madison Street Room 1024 Suite 1300 Suite 1400 Washington, D.C. 20549 New York, New York 10048 Chicago, Illinois 60661 You may obtain information on the operation of the public reference rooms by calling the SEC at (800)SEC-0330. Our SEC filings are also available to the public on the SEC's Internet site at http://www.sec.gov. Our common stock is quoted on the Nasdaq National Market under the symbol "BRKS" and our SEC filings can be read at the following Nasdaq address: Nasdaq Operations 1735 K Street, N.W. Washington, D.C. 20006 Each person to whom a copy of this Offer to Exchange is delivered may obtain a copy of any or all of the documents to which we have referred you, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents), at no cost, by leaving a message on the special hotline put in place for purposes of the exchange program: (978) 262-7373. For questions concerning timing or procedural matters related to the offer or how to locate additional copies of the materials describing the exchange program you should leave a message on the special hotline put in place for purposes of the exchange program. Please note that this is a voicemail hotline only. Additionally, we have set up a separate e-mail address to answer questions. This external e-mail address is stock-option-exchange@brooks.com and the internal e-mail address displayed in the global address book is "stock-option-exchange." Someone from the Office of the Treasurer will respond to your inquiry within 48 hours after you leave a message. Be sure to leave your name, a daytime and evening phone number where you may be contacted in addition to your question(s). Please understand that the person responding to your inquiries to the hotline or email address may only respond to questions concerning timing or procedural matters related to the offer and cannot provide advice as to whether you should participate or which options to exchange. As you read the Offer to Exchange, Frequently Asked Questions, Election Form, and the Notice to Withdraw from the Offer, you may find some inconsistencies in information among them. In that event, the Offer to Exchange will govern. If you find any inconsistencies between the Offer to Exchange and any subsequently amended documents or written communications, you should rely on the statements made in the most recent document or written communication. The information contained in this Offer to Exchange about Brooks should be read together with the information contained in the documents to which we have referred you. 30. MISCELLANEOUS We are not aware of any jurisdiction where the making of the Offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of the Offer is not in compliance with any valid applicable law, we will make a good faith effort to comply with such law. If, after such good faith effort, we cannot 46 comply with such law, the Offer will not be made to, nor will tenders be accepted from or on behalf of, the option holders residing in such jurisdiction. WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR NOT TENDER YOUR OPTIONS THROUGH THE OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION IN THIS DOCUMENT OR DOCUMENTS TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DOCUMENT, "FREQUENTLY ASKED QUESTIONS", THE ELECTION FORM AND THE NOTICE TO WITHDRAW FROM THE OFFER. IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION TO YOU OR GIVES YOU ANY INFORMATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, REPRESENTATION OR INFORMATION AS HAVING BEEN AUTHORIZED BY US. Brooks Automation, Inc. - March 13, 2003 47 SCHEDULE A INFORMATION CONCERNING THE DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN OTHER OFFICERS OF BROOKS AUTOMATION, INC. The directors and executive officers of Brooks Automation, Inc. and their positions and offices as of March 13, 2003, are set forth in the following table:

NAME POSITION AND OFFICES HELD NUMBER OF OPTIONS - ------------------- -------------------------------------------------------------- ----------------- Robert J. Therrien Chief Executive Officer and Chairman of the Board of Directors 505,781 Edward C. Grady President and Chief Operating Officer 210,700 Charles M. McKenna Executive Vice President, Chief Technology Officer 135,430 Jeffrey A. Cassis Senior Vice President, Global Sales and Customer Service 167,768 Robert W. Woodbury, Jr. Senior Vice President, Chief Financial Officer 85,000 Michael W. Pippins Senior Vice President, Corporate Marketing 89,660 Steven P. Wentzell Senior Vice President, Human Resources 99,617 Thomas S. Grilk Senior Vice President and General Counsel 30,000 Peter Frasso Senior Vice President, Global Operations 75,000 Santo DiNaro Senior Vice President, Hardware Automation Group 102,510 Lynda M. Avallone Vice President, Corporate Treasurer 62,340 Steven E. Hebert Vice President, Corporate Controller 66,415 Roger D. Emerick Director 86,000 Amin J. Khoury Director 65,000 Juergen Giessmann Director 45,000 Joseph R. Martin Director 40,000 Kenneth M. Thompson Director 48,000 Mitchell G. Tyson Former Director N/A TOTAL 1,914,221

The address of each director and executive officer is: c/o Brooks Automation, Inc., 15 Elizabeth Drive, Chelmsford, MA 01824. A-1 Schedule B Summarized Financial Information of Brooks Automation, Inc. (in thousands, except per share data)

Three months ended Year ended September 30, December 31, ------------------------------ 2002 (1) 2002 (2)(4) 2001 (3) (unaudited) (audited) (audited) ------------ ---------- ---------- Revenues $ 84,855 $ 304,254 $ 381,716 Gross profit $ 24,374 $ 83,044 $ 152,384 Income (loss) from operations $ (52,549) $(627,818) $ (43,904) Income (loss) before income taxes and minority interests $ (66,081) $(627,412) $ (36,523) Net income (loss) $ (70,986) $(719,954) $ (29,660) Accretion and dividends on preferred stock $ -- $ -- $ 90 Net income (loss) attributable to common stockholders $ (70,986) $(719,954) $ (29,750) Basic and diluted loss per share $ (1.95) $ (27.90) $ (1.65) Shares used in computing basic and diluted loss per share 36,360 25,807 18,015

As of As of September 30, December 31, -------------------------- 2002 2002 2001 (unaudited) (audited) (audited) ------------ --------- --------- Current assets $312,134 $333,553 $383,136 Long-term assets $285,695 $323,944 $326,568 Total assets $597,829 $657,497 $709,704 Working capital $156,437 $176,338 $282,163 Current liabilities $155,697 $157,215 $100,973 Convertible subordinated notes due 2008 $175,000 $175,000 $175,000 Long-term debt and capital lease obligations (less current portion) and senior subordinated note $ 55 $ 177 $ 31 Other long-term liabilities $ 16,173 $ 16,377 $ 8,769 Total long-term liabilities $191,228 $191,554 $183,800 Minority interest $ 583 $ 493 $ 762 Stockholders' equity $250,321 $308,235 $424,169

(1) Amounts include $21.1 million of acquisition-related and restructuring charges. (2) Amounts include results of operations of Hermos Informatik GmbH (acquired July 3, 2002); PRI Automation, Inc. acquired May 14, 2002); Intelligent Automation Systems, Inc. and IAS Products, Inc. (acquired February 15, 2002); Fab Air Control (acquired December 15, 2001); the Automation Systems Group of Zygo Corporation (acquired December 13, 2001); Tec-Sem A.G. (acquired October 9, 2001) and General Precision, Inc. (acquired October 5, 2001) for the periods subsequent to their respective acquisitions. (3) Amounts include results of SEMY Engineering, Inc. (acquired February 16, 2001), the KLA e-Diagnostics product business (acquired June 26, 2001); CCS Technology, Inc. (acquired June 25, 2001) and SimCon N.V. (acquired May 15, 2001) for the periods subsequent to their respective acquisitions. (4) Amounts include charges of $24.1 million of acquisition-related and restructuring charges, $479.3 million for asset impairments and $106.7 million for deferred tax write-offs. Set forth below is certain information on the ratio of earnings to fixed charges and preferred dividends and accretion and on book value per share. Calculation of Ratio of Earnings to Fixed Charges and Preferred Dividends and Accretion (in thousands, except ratios)

Three months ended December 31, Year ended September 30, ------------------------ ------------------------ 2002 2001 2002 2001 --------- --------- --------- --------- Fixed charges Interest expense $ 2,573 $ 2,598 $ 10,290 $ 4,063 Portion of rent expense representative of interest 1,457 564 2,733 1,600 --------- --------- --------- --------- 4,030 3,162 13,023 5,663 Preferred dividend and accretion requirement -- -- -- 145 --------- --------- --------- --------- Combined fixed charges and preferred dividends and accretion $ 4,030 $ 3,162 $ 13,023 $ 5,808 ========= ========= ========= ========= Earnings Income (loss) before income taxes and minority interests $ (66,081) $ (15,132) $(627,412) $ (36,523) Fixed charges per above 4,030 3,162 13,023 5,808 --------- --------- --------- --------- $ (62,051) $ (11,970) $(614,389) $ (30,715) ========= ========= ========= ========= Ratio of earnings to combined fixed charges and preferred dividends and accretion -- -- -- -- ========= ========= ========= ========= Coverage deficiency $ (66,081) $ (15,132) $(627,412) $ (36,523) ========= ========= ========= =========

The book value per share as of December 31, 2002 is $7.1133. B-1 EX-99.(A)(2) 4 b45814baexv99wxayx2y.txt EX-99.(A)(2) MEMORANDUM FROM ROBERT J. THERRIEN Exhibit (a)(2) [Brooks Automation, Inc. Letterhead] FROM: Robert J. Therrien, Chairman and Chief Executive Officer SUBJECT: OFFER TO EXCHANGE STOCK OPTIONS DATE: March 13, 2003 TO: All Employees I am pleased to announce that the stockholders of Brooks Automation, Inc. have approved a program to allow the Company to offer a stock option exchange program to all employees. This program can be a significant benefit to employees who hold stock options with exercise prices of $20 or higher, and which expire after April 16, 2004, by offering them the opportunity to exchange those old stock options for new stock options. Participation in this program is totally at the employee's discretion. If you wish to participate, you can exchange any grant, subject to minimum limitations, or all of your eligible stock option grants at your discretion. If you participate, your old stock options will be cancelled and you will receive, in exchange, a number of new options based on the following table:

EXCHANGE RATIOS EXERCISE PRICE OF OLD OPTION (# NEW OPTIONS FOR OLD OPTIONS EXCHANGED) - -------------------------------------------------------------------------------- Greater than $100.00 1 new option for 15 old options - -------------------------------------------------------------------------------- $50.00-$99.99 1 new option for 5 old options - -------------------------------------------------------------------------------- $30.00-$49.99 1 new option for 2 old options - -------------------------------------------------------------------------------- $20.00-$29.99 1 new option for 1.5 old options - -------------------------------------------------------------------------------- Less than $20.00 Not eligible to participate

The price of the new options cannot be established due to regulatory requirements, nor can the new option grants be issued until more than six months have lapsed from the date the old options are cancelled. We estimate the new grant date will be on or about October 16, 2003, and the exercise price of the new option will be the closing market price on the day of the grant. To receive a new option grant, you must be an employee on the date the new stock option is granted. In general terms, the vesting of the new options will have an additional 6 months added on to the vesting schedule of the options given up. Again, we're very excited about bringing you this opportunity. You will be receiving additional material on this stock option exchange, including Frequently Asked Questions, the Offer to Exchange, the Election Form and the Notice to Withdraw from the Offer, and you should carefully review these documents in their entirety. If you want 1 to participate, you must submit an Election Form (Offer to Exchange Options Election Form) and hand deliver, courier, mail or fax to the Office of the Treasurer at Brooks Automation, Inc., 15 Elizabeth Drive, Chelmsford, Massachusetts 01824, Attention: Lynda Avallone fax no. 978-262-1515, not later than 6:00 p.m. Eastern Standard Time on April 11, 2003. If you have any questions, we have a hot line set up to leave a voice mailmessage (978-262-7373). We will respond to your voice mail within 48 hours. We also have a separate email address for you to email questions. This address is stock-option-exchange@brooks.com. 2 EX-99.(A)(3) 5 b45814baexv99wxayx3y.txt EX-99.(A)(3) FREQUENTLY ASKED QUESTIONS Exhibit (a)(3) FREQUENTLY ASKED QUESTIONS The following are answers to some of the questions that you may have about this offer. We urge you to carefully read the Offer to Exchange, the Election Form and the Notice to Withdraw from the Offer because additional, important information is contained in those other documents. GENERAL QUESTIONS ABOUT THE PROGRAM 1. WHY IS THE COMPANY MAKING AN OFFER TO EXCHANGE OPTIONS? Brooks Automation has used stock options as a way to attract and retain its employees. However, the stock price has declined significantly in recent years, and as a result, the majority of Brooks' employees have options with exercise prices significantly higher than current market prices ("out of the money") options. The Company believes that these "out of the money" options have little incentive to employees, and in fact undermine morale and motivation. The stock option exchange program is designed to provide employees with new options a little over six months after the date of cancellation of the old options that are closer to the current market price of our stock. 2. WHO IS ELIGIBLE TO PARTICIPATE IN THE OFFER? To participate in the program, you must meet the following criteria: a) You must be an employee from March 13, 2003, the date the Offer begins, through April 11, 2003, the date the Offer ends; b) You must hold stock options with an exercise price of $20.00 or higher, which expire after April 16, 2004; and c) You must not be a consultant to, or one of the directors and executive officers of, Brooks listed on Schedule A to the Offer to Exchange. 3. IF I AM ELIGIBLE TO PARTICIPATE IN THIS OFFER, DO I HAVE TO PARTICIPATE? No, you are not required to participate in this offer. Participation in this offer is strictly voluntary. 4. WHICH OPTION GRANTS ARE ELIGIBLE TO PARTICIPATE? All option grants to purchase shares of Brooks stock may be exchanged except the following: - Options with an exercise price of less than $20.00 per share; - Options which will expire before April 16, 2004; and - Options granted after October 10, 2002. These will have to be given up if you participate in the program, but you will receive no options in exchange for these cancelled options. - Options granted under the Interval Logic Stock Option Plan. 5. HOW DO I KNOW WHICH OF MY OPTIONS ARE ELIGIBLE FOR THE EXCHANGE PROGRAM? Your option statement is available for review on-line by accessing your E*Trade OptionsLink account, and includes for each grant, the option grant date, the unique grant number identifying each grant, the number of shares granted, the exercise price and the expiration date. 6. HOW DOES THE EXCHANGE WORK? Each employee can elect to have all his or her eligible options exchanged, some eligible options exchanged, or none exchanged. However, individual grants cannot be split. For example, if an employee was granted 1,000 options on February 1, 2001, he or she must decide if all 1,000 options will be exchanged or if none will be. An employee cannot elect to split that February 1, 2001 grant and have 500 options exchanged and 500 not exchanged. If however, an employee has that same February 1, 2001 grant, and a second grant on November 1, 2000, the employee can decide to have the February 1, 2001 grant exchanged but not the November 1, 2000 grant, or vice versa. Employees who have elected to participate in the program will be granted new options at least six months and one day after the old ones are cancelled (the "regrant date"). This is expected to be on or about October 16, 2003. The options you receive at that time will have an exercise price equal to the closing price on the Nasdaq National market on the day the new option is granted. The number of options that an employee will be granted depends upon the number of options exchanged, and the exercise price of the options exchanged, as defined by the chart below:

EXCHANGE RATIOS EXERCISE PRICE OF OLD OPTIONS (# NEW OPTIONS RECEIVED FOR OLD OPTIONS) - -------------------------------------------------------------------------------- Greater than $100.00 1 new option for 15 old options - -------------------------------------------------------------------------------- $50.00-$99.99 1 new option for 5 old options - -------------------------------------------------------------------------------- $30.00-$49.99 1 new option for 2 old options - -------------------------------------------------------------------------------- $20.00-$29.99 1 new option for 1.5 old options - -------------------------------------------------------------------------------- Less than $20.00 Not eligible to participate

- 2 - As an example, if you have 500 options at $25.00 per share, you would receive 333 options (500 divided by 1.5) at the closing price of Brooks common stock the day the new options are granted. However, if you have 500 options with an exercise price of $105.00, you would receive 33 options (500 divided by 15.0), at the closing price of Brooks common stock the day the new options are granted. We will not issue any new options exercisable for fractional shares. Instead, we will round the new options down to the nearest whole number of shares with respect to each option. For example, if you surrendered 500 old options at an original exercise price of $25.00, the exact mathematics would result in 333.333 new options (500 divided by 1.5); however, you would only receive 333 new options. 7. CAN I EXCHANGE THE REMAINING PORTION OF AN ELIGIBLE OPTION THAT I HAVE ALREADY PARTIALLY EXERCISED? Yes, any remaining outstanding, unexercised portion of an eligible option can be exchanged. The new option will be granted based on the remaining number of unexercised options. 8. WHAT WILL HAPPEN TO THE OPTIONS THAT I EXCHANGE? The options that you turn in for exchange will be cancelled within a few business days after the end of the offer. Employees will no longer have any right with respect to these old options, as once they are cancelled, they will no longer exist. 9. WHEN WILL I RECEIVE MY NEW OPTIONS? We will grant the new options on the regrant date, which will be at least six months and one day after the cancellation of the old options. If we cancel options turned in for exchange within a few business days after the scheduled expiration date of the offer, the regrant date of the new options will be on or soon after October 16, 2003. 10. WHY WON'T I RECEIVE MY NEW OPTIONS IMMEDIATELY AFTER THE EXPIRATION DATE OF THE OFFER? If we were to grant the new options on any date which is earlier than six months and one day after the date we cancel the old options, it would have negative accounting consequences for Brooks (we would be required for financial reporting purposes to record a compensation expense against our earnings). By deferring the grant of the new options for at least six months and one day, under current accounting rules, we will not have to record such a compensation expense. 11. WHAT WILL BE THE EXERCISE PRICE FOR THE NEW OPTIONS? - 3 - The exercise price for the new options will be the fair market value of our stock on the date of grant of the new options (approximately October 16, 2003, unless the offer period is extended), defined as the closing price of our common stock on the Nasdaq National Market on that date. 12. WHICH OPTION PLAN WILL MY NEW OPTIONS BE GRANTED FROM? If you choose to exchange options that were originally granted under the Brooks 2000 Plan, then your new options will be granted to you from the Brooks 2000 Plan. If you choose to exchange options that were originally granted under the Brooks 1998 Plan, then your new options will be granted to you from the Brooks 1998 Plan. If you choose to exchange options that were originally granted from any other option plans involved in this offer, your new options will be granted from either the Brooks 2000 Plan or the Brooks 1998 Plan. 13. WHAT WILL BE THE TERMS AND CONDITIONS OF MY REPLACEMENT OPTIONS? Your new options will be subject to the terms and conditions of either the Brooks 2000 Plan or the Brooks 1998 Plan, whichever your new options are granted under. The terms of those two plans are summarized in the Offer to Exchange. 14. WHAT ARE THE VESTING TERMS OF THE NEW OPTION GRANTS? Generally, the new options will have a vesting period that will effectively add on at least six months but no more than one year to the vesting schedule of the old option. The new options will not vest until the later of: (i) six months after the old options would have vested, or (ii) six months after the new option grant date (in other words, on or soon after April 16, 2004). As an example, if you are fully vested in the options you decide to give up, then the new options will not be fully vested until six months after the regrant date. This means that the new options will not be fully vested until on or soon after April 16, 2004, which has the effect of extending the vesting period by one year (from April 16, 2003 to April 16, 2004). If, however, you have given up an option that would have vested on December 30, 2003, then the new option will vest June 30, 2004. In this case, only six months have been tacked onto the vesting schedule. Exactly how much additional time will be added to the vesting schedule of each new option will depend on the vesting schedule under the old option. 15. CAN I HAVE SOME EXAMPLES OF HOW AN OFFER TO EXCHANGE MIGHT WORK? Example 1 Assumptions: Your Original Stock Option Grant: 5,000 shares - 4 - Your Original Stock Option Exercise Price: $40.00 Your Original Stock Option Grant Date: December 5, 2000 Your Original Vesting Schedule: 1,250 shares vest December 5, 2001, then yearly thereafter until fully vested in December 2004. Exchange Ratio Applicable: 1 new option for 2 old options Nasdaq Closing Stock Price on New Options Grant Date, October 16, 2003: $10.00 Using the above assumptions as an illustration, we would cancel your original stock options on approximately April 15, 2003. On the regrant date, which is expected to be on or soon after October 16, 2003, we would grant you new options for 2,500 shares because you receive one new option for every two old options. If the Nasdaq National Market closing price of Brooks stock on that date was $10.00, your new exercise price would be $10.00. Six months will be added to the vesting schedule. Therefore, no shares would be vested on October 16, 2003. 1,250 shares will vest on April 16, 2004, 625 shares will vest on June 5, 2004, and the final 625 shares will vest on June 5, 2005. Your new options will therefore fully vest on June 5, 2005. Example 2 Assumptions: Your Original Stock Option Grant: 5,000 shares Your Original Stock Option Grant Date: November 10, 2000 Your Original Stock Option Exercise Price: $21 Your Original Vesting Schedule: 1,250 shares vest November 10, 2001, then quarterly thereafter until fully vested in November 2004 or until termination of employment. Exchange Ratio Applicable: 1 new option for 1.5 old options Nasdaq closing stock price on New Options Grant Date, October 16, 2003: $25.00 Using the above assumptions as an illustration, we would cancel your original stock option on approximately April 15, 2003. On the regrant date, which is expected to be on or soon after October 16, 2003, we would grant you new options for 3,333 shares because you receive one new option for every 1.5 old options. You should note that according to the actual calculation of the exchange ratio this would result in 3,333.333 shares, but - 5 - because we will not issue fractional shares, we will round down and you will receive a new option for 3,333 shares. Assuming the closing Nasdaq National Market price of Brooks stock on October 16, 2003 was $25.00, your new exercise price would be $25.00. (Please note that this is higher than your original stock option price.) No shares would be vested on October 16, 2003, 2,293 shares will vest on April 16, 2004, and six months will be added to each vesting date on the vesting schedule, so that an additional 208 shares will vest on each of the following dates: May 10, 2004, August 10, 2004, November 10, 2004, February 10, 2005, May 10, 2005. Your 3,333 options will therefore be fully vested on May 10, 2005. 16. WHAT IF I LEAVE BROOKS BETWEEN THE DATE MY OPTIONS ARE CANCELLED AND THE DATE THE NEW OPTIONS ARE GRANTED? In order to receive new options, you must be an active employee on the date the new options are granted. If you are terminated or resign, you will not receive a new option grant. You will not receive any other compensation for the options that you gave up. 17. WHAT IF I LEAVE BROOKS AFTER I RECEIVE THE NEW GRANTS BUT PRIOR TO SIX MONTHS AFTER THE NEW GRANT DATE? None of your new options will be vested, so you will have no new options to exercise. Those options that were not exchanged will be governed by the terms of the existing stock option agreement and, if any are vested, you may exercise those subject to the terms of the existing stock option agreement. 18. WHICH OLD OPTIONS MUST BE CANCELLED IF I DECIDE TO PARTICIPATE IN THE OFFER? You can choose to exchange some or all of the options that were granted to you prior to October 10, 2002 for exchange. However, if you do choose to exchange any of these options, BROOKS WILL AUTOMATICALLY CANCEL ALL OPTIONS GRANTED TO YOU ON OR AFTER OCTOBER 10, 2002, AND YOU WILL NOT RECEIVE ANY OPTIONS IN RETURN FOR THE OPTIONS GRANTED ON OR AFTER OCTOBER 10, 2002. 19. WHAT DO I NEED TO DO TO PARTICIPATE IN THE OFFER TO EXCHANGE AND WHAT IS THE DEADLINE? To participate, you must complete the Election Form, sign and date it, and deliver it by mail, courier, hand delivery or fax so that it is received not later than 6:00 p.m. Eastern Daylight Time on April 11, 2003 (or later if we extend the Offer period) at: - 6 - Office of the Treasurer Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 ATTN: Lynda Avallone Fax: (978) 262-1515 You should also deliver all stock option agreements for the options you are asking to exchange. We expect that we will accept all options properly offered to us for exchange that are not validly withdrawn, subject to our rights to extend, terminate and amend the offer. While we reserve the right to extend, terminate and amend the offer, we also reserve the right to reject any or all options elected for exchange that we determine are not in appropriate form or that we determine are unlawful to accept. 20. WHAT WILL HAPPEN IF I DO NOT TURN IN MY FORM BY THE DEADLINE? If you do not turn in your properly completed, signed, and dated Election Form by the deadline, then you will not participate in the option exchange, and all stock options currently held by you will remain intact at their original price and subject to their original terms. 21. HOW LONG DO I STILL HAVE THE ABILITY TO WITHDRAW OPTIONS PREVIOUSLY TURNED IN FOR EXCHANGE? You can withdraw the options you have elected for exchange at any time before 6:00 p.m., Eastern Daylight Time, on April 11, 2003. To withdraw options elected for exchange, you must complete a Notice to Withdraw from the Offer sign and date it, and deliver it by mail, courier, hand delivery or fax so that it is received not later than 6:00 p.m. Eastern Daylight Time on April 11, 2003 (or later if we extend the Offer period) at: Office of the Treasurer Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 ATTN: Lynda Avallone Fax: (978) 262-1515 Once you have withdrawn your election to exchange options, the only way you can re-elect to exchange options is by completing a new Election Form and following the delivery procedures described in the Instructions to the Election Form so that it is received before the expiration of the offer. If we do extend this offer, then you can withdraw your previously elected options until the new expiration date of the offer. In addition, although we presently intend to accept and cancel validly tendered options promptly after the expiration of this offer, if we have not accepted and cancelled your tendered options after May 8, 2003, you can withdraw your tendered options at any time after May 8, 2003. 22. CAN I CHANGE MY MIND ABOUT WHICH OPTIONS I WANT TO EXCHANGE? - 7 - Yes, you can change your election at any time before the offer expires. In order to change your election, you must complete, sign and date a new Election Form and deliver it by mail, courier, hand delivery or fax so that it is received not later than 6:00 p.m. Eastern Daylight Time on April 11, 2003 (or later if we extend the Offer period) at: Office of the Treasurer Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 ATTN: Lynda Avallone Fax: (978) 262-1515 Once you have done this, your previous Election Form will be disregarded. If we extend this offer, you can change your election until the new expiration date of the offer. 23. IS THIS A STOCK OPTION REPRICING? This is not a stock option repricing in the traditional sense. 24. WHY CAN'T BROOKS JUST REPRICE MY OPTIONS, AS I HAVE SEEN DONE AT OTHER COMPANIES? As a result of changes to accounting rules, a traditional form of option repricing would result in unfavorable accounting consequences to Brooks. If we were to simply reprice options we would be required to take a charge against earnings on any future appreciation in value of the repriced options. This could put Brooks' potential for profitability in the future in serious jeopardy. As a result, the traditional repricing method is not looked upon favorably by institutional investors, who own a substantial majority of Brooks' stock. 25. AM I ELIGIBLE TO RECEIVE FUTURE GRANTS IF I PARTICIPATE IN THIS EXCHANGE? If you participate in this exchange program you will be eligible for future option grants. However, because of the accounting rules discussed above, Brooks does not anticipate that there will be any option grants made to a significant number of existing employees prior to the regrant date (expected to be on or after October 16, 2003) although there could be options granted to new hires. 26. WILL I HAVE TO PAY TAXES AS A CONSEQUENCE OF MY PARTICIPATION IN THIS EXCHANGE? If you are a United States-based employee, neither the cancellation of your old options nor your receipt of a new option normally should give rise to a taxable event for you, but we recommend that you consult with your own tax advisor to determine if there are any particular tax consequences that will apply to you. - 8 - If you are an employee resident outside of the United States or otherwise subject to the tax laws of a jurisdiction other than the United States, WE RECOMMEND THAT YOU CONSULT WITH YOUR OWN TAX ADVISOR TO DETERMINE THE TAX AND SOCIAL CONTRIBUTION CONSEQUENCES OF ELECTING TO EXCHANGE OPTIONS PURSUANT TO THE OFFER. ALL EMPLOYEES ARE STRONGLY URGED TO READ SECTIONS 19-23 OF THE OFFER TO EXCHANGE FOR AN ADDITIONAL DISCUSSION OF THE POTENTIAL TAX CONSEQUENCES. 27. WHAT DO I DO IF I DON'T UNDERSTAND OR HAVE QUESTIONS ABOUT THE EXCHANGE OR REQUIRE COPIES OF THE OFFER DOCUMENTS? For questions concerning timing or procedural matters related to the offer or how to locate additional copies of the materials describing the exchange program, you should leave a message on the special hotline put in place for purposes of the exchange program: (978) 262-7373. Please note that this is a voicemail hotline only. Additionally, we have set up a separate email address to answer questions. The external e-mail address is stock-option-exchange@brooks.com and the internal e-mail address displayed in the global address book is "stock-option-exchange." Someone from the Office of the Treasurer will respond to your inquiry within 48 hours after you leave a message. Be sure to leave your name, a daytime and evening phone number where you may be contacted in addition to your question(s). Please understand that the person responding to your inquiries to the hotline or email address may only respond to questions concerning timing or procedural matters related to the offer and cannot provide advice as to whether you should participate or which options to exchange. - 9 - EX-99.(A)(4) 6 b45814baexv99wxayx4y.txt EX-99.(A)(4) ELECTION FORM Exhibit (a)(4) BROOKS AUTOMATION, INC. OFFER TO EXCHANGE OPTIONS ELECTION FORM I have received, read and understand (i) the Offer to Exchange; (ii) the Frequently Asked Questions; and (iii) this Election Form (together, as they may be amended from time to time, constituting the "Offer"). Those documents describe the offering to eligible employees who hold eligible stock options of the opportunity to exchange these stock options ("Old Options") for a promise to grant new options under either the Brooks Automation, Inc. 2000 Combination Stock Option Plan or the Brooks Automation, Inc. 1998 Employee Equity Incentive Plan on a date which is at least six months and a day following the cancellation of the Old Options (the "New Options"). This offer expires at 6:00 p.m. Eastern Daylight Time on April 11, 2003, unless it is extended by Brooks. I understand that if I elect to cancel my Old Options in exchange for Brooks' promise to issue New Options, I will receive a number of shares subject to the New Option for each share subject to the Old Options based on an exchange ratio, rounded down to the nearest whole share, as follows:

EXCHANGE RATIOS EXERCISE GRANT PRICE OF OLD OPTIONS (# NEW OPTIONS RECEIVED FOR OLD OPTIONS) - -------------------------------------------------------------------------------- Greater than $100.00 1 new option for 15 old options - -------------------------------------------------------------------------------- $50.00-$99.99 1 new option for 5 old options - -------------------------------------------------------------------------------- $30.00-$49.99 1 new option for 2 old options - -------------------------------------------------------------------------------- $20.00-$29.99 1 new option for 1.5 old options - -------------------------------------------------------------------------------- Less than $20.00 Not eligible to participate

I also understand that if I chose to cancel any Old Options, all outstanding options that were granted to me on or after October 10, 2002 regardless of exercise price, will be automatically cancelled. I understand that for each option I elect to cancel, I lose my right to all outstanding, unexercised shares under that option. I have read the Offer and understand the possible loss of my cancelled stock options if my employment is terminated for whatever reason before the New Options are granted. I understand that there is a possibility that the exercise price of my New Options could be higher than the exercise price of my Old Options, resulting in a loss of some stock option benefit. I also understand that if I elect to cancel any options, all options granted since October 10, 2002, will also be automatically cancelled. I agree to all terms of the Offer. Subject to the above understandings, I would like to participate in the Offer as indicated below. I HAVE READ AND FOLLOWED THE INSTRUCTIONS ATTACHED TO THIS FORM. Please check the box and list the grant date and grant number of each stock option grant that you wish to have exchanged pursuant to the terms of the Offer and this Election Form. You may change the terms of your election to tender options for exchange by submitting a new Election Form or a Notice to Withdraw from the Offer prior to the expiration date of 6:00 p.m. Eastern Daylight Time, April 11, 2003 (or the new expiration date if we extend the Offer Period). [ ] Yes, I wish to exchange each of the options specified below (and on any additional sheets which I have attached to this form).

TOTAL NUMBER OF UNEXERCISED SHARES SUBJECT TO THE OPTION GRANT NUMBER GRANT DATE EXERCISE PRICE (SHARES TO BE CANCELLED) - ------------ ---------- -------------- -------------------------------------------------------- ____________________________________________________________________________________________________ ____________________________________________________________________________________________________ ____________________________________________________________________________________________________ ____________________________________________________________________________________________________ ____________________________________________________________________________________________________

[ ] I have attached an additional sheet listing my name and any additional grants I wish to exchange. I UNDERSTAND THAT ALL OF THESE OPTIONS WILL BE IRREVOCABLY CANCELLED AND THAT ALL OPTIONS GRANTED TO ME SINCE OCTOBER 10, 2002 WILL ALSO BE AUTOMATICALLY CANCELLED UPON ACCEPTANCE OF MY OFFER BY BROOKS, WHICH IS EXPECTED TO OCCUR WITHIN A FEW BUSINESS DAYS AFTER APRIL 11, 2003. ____________________________ __________________________________________________ Employee Signature Government ID #, e.g. Social Security #, Social Insurance #, etc. ____________________________ ____________________ ____________________________ Employee Name (Please print) E-mail Address Date and Time RETURN VIA MAIL, COURIER, HAND DELIVERY OR FACSIMILE SO THAT IT IS RECEIVED NOT LATER THAN 6:00 P.M. EASTERN DAYLIGHT TIME ON APRIL 11, 2003 (OR THE NEW EXPIRATION DATE IF WE EXTEND THE OFFER PERIOD) AT: OFFICE OF THE TREASURER BROOKS AUTOMATION, INC. 15 ELIZABETH DRIVE CHELMSFORD, MA 01824 ATTN: LYNDA AVALLONE FAX: (978) 262-1515 INSTRUCTIONS TO THE ELECTION FORM FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. Delivery of Election Form. A properly completed and executed original of this Election Form (or a facsimile of it), and any other documents required by this Election Form, must be received not later than 6:00 p.m. Eastern Daylight Time on April 11, 2003 (the "Expiration Date") at the address indicated on the front of this Election Form. YOU MAY SEND IT BY MAIL, COURIER, HAND DELIVERY OR FACSIMILE, BUT THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR OPTION AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE OFFICE OF THE TREASURER AT BROOKS. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY. 2. Withdrawal. Options offered for exchange may be withdrawn at any time before the Expiration Date. If Brooks extends the Offer beyond that time, you may withdraw the options you offered to exchange at any time until the extended expiration date of the Offer. In addition, although Brooks currently anticipates that it will accept your validly tendered options within a few business days after the expiration of the Offer, unless Brooks accepts and cancels your tendered options before 6:00 p.m., Eastern Daylight Time, May 8, 2003, you may withdraw your tendered options at any time after May 8, 2003. To withdraw tendered options you must deliver a signed and dated Notice to Withdraw from the Offer, with the required information, to the address on the front of this Election Form so that it is received by Brooks before the Expiration Date. Withdrawals may not be rescinded, and any eligible options withdrawn will thereafter be deemed not properly tendered for purposes of the Offer unless the withdrawn options are properly re-tendered before the Expiration Date by delivery of a new Election Form following the procedures described in these Instructions. Upon the receipt of such a new, properly filled out, signed and dated Election Form, any previously submitted Election Form or Notice to Withdraw from the Offer will be disregarded and will be considered replaced in full by the new Election Form. 3. Change of Election. As noted in the Offer to Exchange, you may select individual option grants to be offered for exchange. You do not have to offer all your option grants, but for each individual grant you do choose to offer, you must offer the entire outstanding, unexercised portion. You may change your mind about which individual option grants you would like to offer for exchange at any time before the Expiration Date. If Brooks extends the Offer beyond the April 11, 2003 date, you may change your election regarding particular option grants you offered to exchange at any time until the new expiration date of the Offer. To change your election regarding any particular individual option grants you previously offered while continuing to elect to participate in the Offer, you must deliver a signed and dated new Election Form, with the required information, following the procedures described in these Instructions. Upon the receipt of such a new, properly filled out, signed and dated Election Form, any previously submitted Election Form will be disregarded and will be considered replaced in full by the new Election Form. Brooks will not accept any alternative, conditional or contingent offers. By signing this Election Form (or a facsimile of it), you waive any right to receive any notice of the receipt of the tender of your options, except as provided for in the Offer to Exchange. Your options that are accepted for exchange will be cancelled within a few business days following the expiration date of the Offer. 4. Inadequate Space. If the space provided in this Election Form is inadequate, the information requested by the table on this Election Form regarding the options to be offered for exchange should be provided on a separate schedule attached to this Election Form. You must print your name and sign any attached schedules. Any attached schedules should be delivered with this Election Form, and will thereby be considered part of this Election Form. 5. Offers to Exchange. If you intend to offer options for exchange through the Offer, you must complete the table on this Election Form by providing the following information for each eligible option that you intend to offer for exchange: - grant number, - grant date, - exercise price, and - the total number of unexercised shares subject to the option. Brooks will not accept partial tenders of eligible options. Accordingly, you may offer to exchange all or none of the unexercised shares subject to each option you decide to offer for exchange. Also, if you intend to offer to exchange any of the options that were granted to you, then all options granted to you since October 10, 2002 will be automatically cancelled and you will receive nothing in exchange for them. 6. Signatures on This Election Form. If this Election Form is signed by the holder of the eligible options, the signature must correspond with the name as written on the face of the option agreement or agreements to which the options are subject, without any change whatsoever. If your name has been legally changed since your option agreement was signed, please submit proof of the legal name change. If this Election Form is signed by a trustee, executor, administrator, guardian, attorney-in-fact, or other person acting in a fiduciary or representative capacity, that person should so indicate when signing, and evidence satisfactory to Brooks of the authority of that person to so act must be submitted with this Election Form. 7. Other Information on This Election Form. In addition to signing this Election Form, you must print your name and indicate the date and time at which you signed. You must also include a current e-mail address and your government identification number, such as your social security number, tax identification number or national identification number, as appropriate. 8. Requests for Assistance or Additional Copies. Brooks has not authorized any person (including any Brooks management personnel) to interpret the Offer or to make any recommendation on our behalf in connection with the Offer. For questions concerning timing or procedural matters related to the Offer or how to locate additional copies of the materials describing the exchange program, you should leave a message on the special hotline put in place for purposes of the exchange program: (978) 262-7373. Please note that this is a voicemail hotline only. Additionally, we a have set up a separate email address to answer questions. The external e-mail address is stock-option-exchange@brooks.com and the internal e-mail address displayed in the global address book is "stock-option-exchange." Someone from the Office of the Treasurer will respond to your inquiry within 48 hours after you leave a message. Be sure to leave your name, a daytime and evening phone number where you may be contacted in addition to your question(s). Please understand that the person responding to your inquiries to the hotline or email address may only respond to questions concerning timing or procedural matters related to the Offer and cannot provide advice as to whether you should participate or which options to exchange. 9. Irregularities. All questions as to the number of shares subject to options offered for exchange and the validity, form, eligibility (including time of receipt) and acceptance for exchange of any options offered will be determined by Brooks in its sole discretion. Brooks' determinations shall be final and binding on all parties. Brooks reserves the right to reject any or all offers of options that Brooks determines not to be in proper form or the acceptance of which may, in the opinion of Brooks' counsel, be unlawful. Brooks also reserves the right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular options, and Brooks' interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No options will be deemed to be properly offered until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as Brooks shall determine. Neither Brooks nor any other person is or will be obligated to give notice of any defects or irregularities in tenders, and no person will incur any liability for failure to give any such notice. IMPORTANT: THE ELECTION FORM (OR A FACSIMILE COPY OF IT) TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED NOT LATER THAT 6:00 P.M. EASTERN DAYLIGHT TIME ON THE EXPIRATION DATE, WHICH IS APRIL 11, 2003, UNLESS THE OFFER IS EXTENDED, AT BROOKS. YOU WILL BE NOTIFIED IF THE OFFER IS EXTENDED. 10. Additional Documents to Read. You should be sure to read the Offer to Exchange and all documents referenced therein before deciding to participate in the Offer. 11. Important Tax Information. You should refer to Section 21 of the Offer to Exchange, which contains important U.S. federal income tax information. If you are subject to the tax laws of another country, you should refer to Sections 22 through 26 for a discussion of tax consequences in certain foreign countries which may apply to you. 12. Miscellaneous. A. Data Privacy. By accepting the Offer, you hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by and among, as applicable, Brooks Automation, Inc. and/or any affiliate for the exclusive purpose of implementing, administering and managing your participation in the Offer. You understand that Brooks Automation, Inc. and/or any affiliate may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in Brooks, details of all Options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the stock option plan and this Offer ("Data"). You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Offer, that these recipients may be located in your country, or elsewhere, and that the recipient's country may have different data privacy laws and protections than in your country. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the stock option plans and this Offer. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the stock option plans and this Offer. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or withdraw the consents herein by contacting in writing your local human resources representative. You understand that withdrawal of consent may affect your ability to participate in this Offer and exercise or realize benefits from the stock option plans. B. Acknowledgement and Waiver. By accepting this Offer, you acknowledge that: (i) your acceptance of the Offer is voluntary; (ii) your acceptance of the Offer shall not create a right to further employment with your employer and shall not interfere with the ability of your employer to terminate your employment relationship at any time with or without cause; and (iii) the Offer, the Old Options and the New Options are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. EX-99.(A)(5) 7 b45814baexv99wxayx5y.txt EX-99.(A)(5) NOTICE TO WITHDRAW FROM THE OFFER Exhibit (a)(5) BROOKS AUTOMATION, INC. OFFER TO EXCHANGE OPTIONS NOTICE TO WITHDRAW FROM THE OFFER I previously received: (i) the Offer to Exchange; (ii) the Frequently Asked Questions; and (iii) an Election Form (together, as they may be amended from time to time, constituting the "Offer"). I signed and returned the Election Form, in which I elected to accept Brooks Automation, Inc.'s ("Brooks") offer to exchange some of or all of my eligible options. I have read and understand all the terms and conditions of the Offer. I have read and understand the instructions attached to this Notice. I now wish to withdraw my election and not exchange my options. I understand that I will be able to withdraw my acceptance of the Offer and instead not exchange any of my options by signing this Notice and delivering it by fax, mail, courier or hand delivery so that it is received not later than 6:00 p.m. Eastern Daylight Time on April 11, 2003 (or the new expiration date if we extend the Offer period) at: Office of the Treasurer Brooks Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01842 Attn: Lynda Avallone Fax: (978) 262-1515 I understand that in order to withdraw my acceptance of the Offer, I must sign, date and deliver this Notice via mail, courier or hand delivery or facsimile (fax # (978) 262-1515) so that it is received not later than 6:00 p.m. Eastern Daylight Time on April 11, 2003 (or later if we extend the Offer period) at Brooks. I understand that I may change my mind again, and once again accept the Offer only by submitting a new Election Form via mail, courier, hand delivery or facsimile so that it is received not later than 6:00 p.m. Eastern Daylight Time on April 11, 2003 at the address above. I understand that by withdrawing my acceptance of the Offer to exchange options, I will not receive any New Options pursuant to the Offer and I will keep the Old Options that I have, which will continue to be governed by the stock option plan under which they were granted and by the existing option agreements between Brooks and me. I have signed this Notice and printed my name exactly as it appears on the Election Form. I hereby withdraw my acceptance of the Offer. ____________________________ __________________________________________________ Employee Signature Government ID, e.g. Social Security #, Social Insurance # etc. ____________________________ _______________________________ _________________ Employee Name (Please Print) E-mail Address Date and Time ________________________________________________________________________________ INSTRUCTIONS TO THE NOTICE TO WITHDRAW FROM THE OFFER FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. Delivery of Notice to Withdraw from the Offer. A properly completed and executed original of this Notice to Withdraw from the Offer (or a facsimile of it), and any other documents required by this Notice to Withdraw from the Offer, must be received not later than 6:00 p.m. Eastern Daylight Time on April 11, 2003 (the "Expiration Date") at the address indicated on the face of this Notice (or not later than the new Expiration Date if we extend the Offer period). THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR OPTION AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE APPROPRIATE OFFICE OF BROOKS. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY. Although by submitting a Notice to Withdraw from the Offer you have withdrawn your election to exchange options, you may change your mind again and re-accept the Offer up until the expiration of the Offer. Tenders of options made through the Offer may be made at any time before the Expiration Date. If Brooks extends the Offer beyond that time, you may tender your options at any time until the new Expiration Date. To change your mind again and participate in the Offer, you must deliver a new signed and dated Election Form, or a facsimile of the Election Form, with the required information to Brooks. Your options will not be properly tendered for purposes of the Offer unless the withdrawn options are properly re-tendered before the Expiration Date (or, if applicable, before the new Expiration Date of the Offer) by delivery of the new Election Form following the procedures described in the Instructions to the Election Form. As noted in the Offer to Exchange, you may select individual option grants to be tendered for exchange. You do not have to tender all your option grants, but for each individual grant you do choose to tender, you must tender the entire outstanding, unexercised portion. You may change your mind about which individual option grants you would like to tender for exchange. To change your election regarding particular individual option grants you previously tendered while continuing to elect to participate in the Offer, you must deliver a signed and dated new Election Form, with the required information, following the procedures described in the Instructions to the Election Form before the Expiration Date or, if the Offer is extended, before the new Expiration Date. Upon receipt of such a new, properly filled out, signed and dated Election Form, any previously submitted Election Form, or Notice to Withdraw from the Offer will be disregarded and will be considered replaced in full by the new Election Form. IF YOU DO NOT WISH TO WITHDRAW ALL YOUR TENDERED OPTIONS FROM THE OFFER, YOU SHOULD NOT FILL OUT THIS NOTICE TO WITHDRAW FROM THE OFFER. By signing this Notice to Withdraw from the Offer (or a facsimile of it), you waive any right to receive any notice of the withdrawal of the tender of your options. 2. Signatures on This Notice to Withdraw from the Offer. If this Notice to Withdraw from the Offer is signed by the holder of the eligible options, the signature must correspond with the name as written on the face of the option agreement or agreements to which the options are subject, without any change whatsoever. If your name has been legally changed since your option agreement was signed, please submit proof of the legal name change. If this Notice to Withdraw from the Offer is signed by a trustee, executor, administrator, guardian, attorney-in-fact, or other person acting in a fiduciary or representative capacity, that person should so indicate when signing, and proper evidence satisfactory to Brooks of the authority of that person so to act must be submitted with this Notice to Withdraw from the Offer. 2 3. Other Information on This Notice to Withdraw from the Offer. In addition to signing this Notice to Withdraw from the Offer, you must print your name and indicate the date and time at which you signed. You must also include a current e-mail address and your government identification number, such as your social security number, tax identification number or national identification number, as appropriate. 4. Requests for Assistance or Additional Copies. Brooks has not authorized any person (including any Brooks management personnel) to interpret the Offer or to make any recommendation on our behalf in connection with the Offer. For questions concerning timing or procedural matters related to the Offer or how to locate additional copies of the materials describing the exchange program, you should leave a message on the special hotline put in place for purposes of the exchange program: (978) 262-7373. Please note that this is a voicemail hotline only. Additionally, we have a set up a separate email address to answer questions. The external e-mail address is stock-option-exchange@brooks.com and the internal e-mail address displayed in the global address book is "stock-option-exchange." Someone from the Office of the Treasurer will respond to your inquiry within 48 hours after you leave a message. Be sure to leave your name, a daytime and evening phone number where you may be contacted in addition to your question(s). Please understand that the person responding to your inquiries to the hotline or email address may only respond to questions concerning timing or procedural matters related to the offer and cannot provide advice as to whether you should participate or which options to exchange. 5. Irregularities. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of this withdrawal from the Offer will be determined by Brooks in its discretion. Brooks' determinations shall be final and binding on all parties. Brooks reserves the right to reject any or all Notices to Withdraw from the Offer that Brooks determines not to be in proper form or the acceptance of which may, in the opinion of Brooks' counsel, be unlawful. Brooks also reserves the right to waive any of the conditions of the Offer and any defect or irregularity in the Notice to Withdraw from the Offer, and Brooks' interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No Notice to Withdraw from the Offer will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with Notices to Withdraw from the Offer must be cured within the time as Brooks shall determine. Neither Brooks nor any other person is or will be obligated to give notice of any defects or irregularities in Notices to Withdraw from the Offer, and no person will incur any liability for failure to give any such notice. IMPORTANT: THE NOTICE TO WITHDRAW FROM THE OFFER (OR A FACSIMILE COPY OF IT) TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED NOT LATER THAN 6:00 P.M. EASTERN DAYLIGHT TIME ON THE EXPIRATION DATE, WHICH IS APRIL 11, 2003, UNLESS THE OFFER IS EXTENDED AT BROOKS. YOU WILL BE NOTIFIED IF THE OFFER IS EXTENDED. 6. Additional Documents to Read. You should be sure to read the Offer to Exchange, and all documents referenced therein before making any decisions regarding participation in, or withdrawal from, the Offer. 7. Important Tax Information. You should refer to Section 21 of the Offer to Exchange, which contains important U.S. federal income tax information. If you are subject to tax laws of a jurisdiction outside the United States, you should refer to Sections 22 through 26 for a discussion of tax consequences that may apply to you. 3 EX-99.(D)(3) 8 b45814baexv99wxdyx3y.txt EX-99.(D)(3) 1998 EMPLOYEE EQUITY INCENTIVE PLAN Exhibit (d)(3) BROOKS AUTOMATION, INC. 1998 EMPLOYEE EQUITY INCENTIVE PLAN (As amended through February 26, 2003) SECTION 1. NAME AND PURPOSE This plan shall be known as the Brooks Automation, Inc. 1998 Employee Equity Incentive Plan (the "Plan"). The purpose of the Plan is to attract and retain employees and provide an incentive for them to assist Brooks Automation, Inc. (the "Company") to achieve long-range performance goals, and to enable them to participate in the long-term growth of the Company. SECTION 2. DEFINITIONS (a) "Award" means any Option awarded under the Plan. (b) "Board" means the Board of Directors of the Company. (c) "Code" means the Internal Revenue Code of 1986, as amended from time to time. (d) "Committee" means (i) the Stock Option Committee of the Board, and (ii) a committee of not less than three members of the Board appointed by the Board to administer the Plan, and (iii) a committee of not less than one member of the Board appointed by the Board, with respect to the award of Options under the Plan to any single Participant to purchase not more than an aggregate of 15,000 shares of Common Stock during any single fiscal year. (e) "Common Stock" or "Stock" means the Common Stock, par value $.01 per share, of the Company. (f) "Company" means Brooks Automation, Inc. and any business entity in which Brooks Automation, Inc. owns directly or indirectly 50% or more of the total combined voting power or has a significant financial interest as determined by the Committee. (g) "Designated Beneficiary" means the beneficiary designated by a Participant, in a manner determined by the Board, to receive amounts due or exercise rights of the Participant in the event of the Participant's death. In the absence of an effective designation by a Participant, Designated Beneficiary shall mean the Participant's estate. (h) "Fair Market Value" means, with respect to Common Stock or any other property, the fair market value of such property as determined by the Board in good faith or in the manner established by the Board from time to time. -1- (i) "Nonqualified Stock Option" means an option to purchase shares of Common Stock, awarded to a Participant under Section 6, which is not intended to comply as an incentive stock option under Section 422 of the Code or any successor provision. (j) "Option" means a Nonqualified Stock Option. (k) "Participant" means a person eligible pursuant to Section 4 hereof and selected by the Board to receive an Award under the Plan. SECTION 3. ADMINISTRATION The Plan shall be administered by the Committee. The Board shall have authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the operation of the Plan as it shall from time to time consider advisable, and to interpret the provisions of the Plan. The Board's decisions shall be final and binding. To the extent permitted by applicable law, the Board may delegate to the Committee the power to make Awards to Participants and all determinations under the Plan with respect thereto. SECTION 4. ELIGIBILITY All employees of the Company and any other persons (including contractors, consultants, service providers or others) who are in a position to contribute to the long term success and growth of the Company are eligible to be Participants in the Plan, except that officers and directors of the Company shall not be eligible to be Participants. SECTION 5. STOCK AVAILABLE FOR AWARDS (a) Subject to adjustment under subsection (b), Awards may be made under the Plan of Options to acquire not in excess of 4,825,000 shares of Common Stock. If any Award in respect of shares of Common Stock expires or is terminated unexercised or is forfeited for any reason or settled in a manner that results in fewer shares outstanding than were initially awarded, including without limitation the surrender of shares in payment for the Award or any tax obligation thereon, the shares subject to such Award or so surrendered, as the case may be, to the extent of such expiration, termination, forfeiture or decrease, shall again be available for award under the Plan. Common Stock issued through the assumption or substitution of outstanding grants from an acquired Company shall not reduce the shares available for Awards under the Plan. Shares of Common Stock issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares. (b) In the event that the Board determines that any stock dividend, extraordinary cash dividend, creation of a class of equity securities, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Common Stock at a price substantially below fair market value, or other similar transaction affects the Common Stock such that an adjustment is required in order to preserve the benefits or potential benefits intended to be made available under the Plan, then the Board, shall equitably adjust any or all of (i) the number and kind of shares in respect of which Awards may be made under the Plan, (ii) the number and kind of shares subject to outstanding Awards, and -2- (iii) the award, exercise or conversion price with respect to any of the foregoing, and if considered appropriate, the Board may make provision for a cash payment with respect to an outstanding Award, provided that the number of shares subject to any Award shall always be a whole number. (c) Notwithstanding the second sentence of subsection (a) hereof, shares subject to Award under this Plan which are surrendered in response to the Company's March 2003 offer to exchange outstanding options for a promise to grant new options at a later date (the "Option Exchange Program") shall again be available for award under the Plan to the extent necessary to permit the issuance of Awards under this Plan to replace options granted under this Plan and other stock option or equity benefit plans eligible for participation in such Option Exchange Program and surrendered by the holders thereof as part of such Option Exchange Program; provided, however, that such action shall not result in a net increase in the total number of shares of Common Stock remaining available for future Awards under the Plan and grants or awards under the Brooks Automation, Inc. 2000 Combination Stock Option Plan after completion of the Option Exchange Program. Common Stock issued through the assumption or substitution of outstanding grants from an acquired company shall not reduce the shares available for Awards under the Plan. SECTION 6. STOCK OPTIONS (a) Subject to the provisions of the Plan, the Board may award Nonqualified Stock Options and determine the number of shares to be covered by each Option, the Option Price therefor and the conditions and limitations applicable to the exercise of the Option. (b) The Board shall establish the Option Price at the time each Option is awarded; provided, however, that the Option Price shall not be less than the Fair Market Value of the Stock on the date of the grant of the Option. (c) Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable Award or thereafter. The Board may impose such conditions with respect to the exercise of Options, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable. (d) No shares shall be delivered pursuant to any exercise of an Option until payment in full of the Option Price therefor is received by the Company. Such payment may be made in whole or in part in cash or, to the extent permitted by the Board at or after the award of the Option, by delivery of a note or shares of Common Stock owned by the optionholder, including Restricted Stock, valued at their Fair Market Value on the date of delivery, by the reduction of the shares of Common Stock that the optionholder would be entitled to receive upon exercise of the Option, such shares to be valued at their Fair Market Value on the date of exercise, less their Option Price (a so-called "cashless exercise"), or such other lawful consideration as the Board may determine. In addition, an optionholder may engage in a successive exchange (or series of exchanges) in which the shares of Common Stock that such optionholder is entitled to receive upon the exercise of an Option may be simultaneously utilized as payment for the exercise of an additional Option or Options. -3- (e) The Board may provide for the automatic award of an Option upon the delivery of shares to the Company in payment of an Option for up to the number of shares so delivered. SECTION 7. GENERAL PROVISIONS APPLICABLE TO AWARDS (a) Documentation. Each Award under the Plan shall be evidenced by a writing delivered to the Participant specifying the terms and conditions thereof and containing such other terms and conditions not inconsistent with the provisions of the Plan as the Board considers necessary or advisable to achieve the purposes of the Plan or comply with applicable tax and regulatory laws and accounting principles. (b) Board Discretion. The terms of each Award need not be identical, and the Board need not treat Participants uniformly. Except as otherwise provided by the Plan or a particular Award, any determination with respect to an Award may be made by the Board at the time of award or at any time thereafter. Without limiting the foregoing, an Award may be made by the Board, in its discretion, to any 401(k), savings, pension, profit sharing or other similar plan of the Company in lieu of or in addition to any cash or other property contributed or to be contributed to such plan. (c) Settlement. The Board shall determine whether Awards are settled in whole or in part in cash, Common Stock, other securities of the Company, Awards or other property. The Board may permit a Participant to defer all or any portion of a payment under the Plan, including the crediting of interest on deferred amounts denominated in cash and dividend equivalents on amounts denominated in Common Stock. (d) Termination of Employment. The Board shall determine the effect on an Award of the disability, death, retirement or other termination of employment of a Participant and the extent to which, and the period during which, the Participant's legal representative, guardian or Designated Beneficiary may receive payment of an Award or exercise rights thereunder. (e) Change in Control. In order to preserve a Participant's rights under an Award in the event of a change in control of the Company, the Board in its discretion may, at the time an Award is made or at any time thereafter, take one or more of the following actions: (i) provide for the acceleration of any time period relating to the exercise of the Award, (ii) provide for the purchase of the Award upon the Participant's request for an amount of cash or other property that could have been received upon the exercise of the Award had the Award been currently exercisable, (iii) adjust the terms of the Award in a manner determined by the Board to reflect the change in control, (iv) cause the Award to be assumed, or new rights substituted therefor, by another entity, or (v) make such other provision as the Board may consider equitable and in the best interests of the Company. (f) Withholding. The Participant shall pay to the Company, or make provision satisfactory to the Board for payment of, any taxes required by law to be withheld in respect of Awards under the Plan no later than the date of the event creating the tax liability. In the Board's discretion, such tax obligations may be paid in whole or in part in shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market -4- Value on the date of delivery. The Company and its affiliates may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the Participant. (g) Amendment of Award. The Board may amend, modify or terminate any outstanding Award, including substituting therefor another Award of the same or a different type, changing the date of exercise, provided that the Participant's consent to such action shall be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect the Participant. SECTION 8. MISCELLANEOUS (a) No Right To Employment. No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to continued employment. The Company expressly reserves the right at any time to dismiss a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award. (b) No Rights As Shareholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a shareholder with respect to any shares of Common Stock to be distributed under the Plan until he or she becomes the holder thereof. (c) Governing Law. The provisions of the Plan shall be governed by and interpreted in accordance with the laws of the State of Delaware. (d) Indemnity. Neither the Board nor the Committee, nor any members of either, nor any employees of the Company or any parent, subsidiary, or other affiliate, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with their responsibilities with respect to this Plan, and the Company hereby agrees to indemnify the members of the Board, the members of the Committee, and the employees of the Company and its parent or subsidiaries in respect of any claim, loss, damage, or expense (including reasonable counsel fees) arising from any such act, omission, interpretation, construction or determination to the full extent permitted by law. (e) Amendment. The Board may at any time or from time to time suspend, terminate or amend in any respect the terms of this Plan in whole or in part; provided, however, that neither the Board nor the Committee may affect the rights of a Participant in a manner contrary to Section 7(g) hereof. -5- Date of Approval by Board of Directors: April 24, 1998; October 2, 1998; March 31, 1999; July 6, 1999; October 1, 1999; January 6, 2000; May 1, 2000; May 31, 2000, August 22, 2000, January 2, 2001, February 21, 2001, August 28, 2001, October 1, 2001, April 8, 2002, May 20, 2002, September 13, 2002, and February 26, 2003. -6- EX-99.(D)(4) 9 b45814baexv99wxdyx4y.txt EX-99.(D)(4) 2000 COMBINATION STOCK OPTION PLAN Exhibit (d)(4) BROOKS AUTOMATION, INC. 2000 COMBINATION STOCK OPTION PLAN (As amended through February 26, 2003) SECTION 1. PURPOSE The purpose of this Brooks Automation, Inc. Combination Stock Option Plan (the "Plan") is to attract and retain employees and to provide an incentive for them to assist Brooks Automation, Inc. (the "Company") to achieve long-range performance goals, and to enable them to participate in the long-term growth of the Company. SECTION 2. DEFINITIONS As used herein, the following terms have the indicated meanings: "Affiliate" means any business entity in which the Company owns directly or indirectly 50% or more of the total combined voting power or has a significant financial interest as determined by the Committee. "Award" means any Option awarded under the Plan. "Board" means the Board of Directors of the Company. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Committee" means a committee of not less than two nonemployee directors appointed by the Board to administer the Plan or, alternatively, if the Board so determines, the whole Board of Directors. "Common Stock" or "Stock" means the Common Stock, $.01 par value, of the Company. "Company" means Brooks Automation, Inc., a Delaware corporation. "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute. "Fair Market Value" means the fair market value of Common Stock as determined in accordance with Section 10 of this Plan. "Incentive Stock Option" means an option to purchase shares of Common Stock awarded to a Participant under Section 6 which is intended to meet the requirements of Section 422 of the Code or any successor provision. -1- "Nonqualified Stock Option" means an option to purchase shares of Common Stock awarded to a Participant under Section 6 which is not intended to be an Incentive Stock Option. "Option" means an Incentive Stock Option or a Nonqualified Stock Option. "Parent Corporation" has the meaning specified in Section 425(e) of the Code. "Participant" means a person selected by the Committee to receive an Award under the Plan. "Permanent Disability" has the meaning in Section 22(e)(3) of the Code. "Plan" means this Brooks Automation, Inc. 2000 Combination Stock Option Plan. "Subsidiary Corporation" has the meaning specified in Section 425(f) of the Code. "Ten Percent Stockholder" means an individual who owns (within the meaning of Section 425(d) of the Code) capital stock possessing more than 10% of the total combined voting power of all classes of capital stock of the Company or any Parent Corporation or Subsidiary Corporation at the time an Incentive Stock Option is granted under this Plan. SECTION 3. ELIGIBILITY All employees of the Company or any Affiliate capable of contributing significantly to the successful performance of the Company, other than a person who has irrevocably elected not to be eligible, are eligible to be Participants in the Plan. SECTION 4. STOCK SUBJECT TO PLAN (a) Subject to adjustment under Section 9, the maximum aggregate number of shares of the Company's Common Stock that may be issued under this Plan shall be 6,000,000 shares. Subject to adjustment under Section 9, the maximum aggregate number of shares of the Company's Common Stock for which grants may be made to any employee during any fiscal year shall be 500,000 shares. (b) The shares to be issued under this Plan may be made available, at the discretion of the Board of Directors, from: (i) authorized but unissued shares; (ii) shares previously reserved for issuance upon exercise of Options which have expired or been terminated; or (iii) treasury shares and shares reacquired by the Company for the purpose, including shares purchased in the open market. (c) If any Award in respect of shares of Common Stock expires or is terminated unexercised or is forfeited for any reason or settled in a manner that results in fewer shares outstanding than were initially awarded, including without limitation the surrender of shares in payment for the Award or any tax obligation thereon, the shares subject to such Award or so -2- surrendered, as the case may be, to the extent of such expiration, termination, forfeiture or decrease, shall again be available for award under the Plan, subject, in the case of Incentive Stock Options, to any limitation required under the Code. (d) Common Stock issued through the assumption or substitution of outstanding grants from an acquired company shall not reduce the shares available for Awards under the Plan. SECTION 5. ADMINISTRATION OF THE PLAN (a) The Plan shall be administered by the Committee. Except where the full Board of Directors serves as the Committee, the Committee shall serve at the pleasure of the Board, which may from time to time appoint additional members of the Committee, remove members and appoint new members in substitution for those previously appointed, and fill vacancies however caused. A majority of the Committee shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present shall be deemed the action of the Committee. The Committee may act by unanimous written consent in lieu of a meeting. (b) Subject to the express provisions of this Plan and provided that all actions taken shall be consistent with the purposes of the Plan, the Committee shall have full and complete authority and the sole discretion to: (i) determine those persons eligible under Section 3; (ii) select those persons to whom Awards shall be granted under the Plan; (iii) determine the number of shares covered by and the form of the Awards to be granted; (iv) determine the time or times when Awards shall be granted; (v) establish the terms and conditions upon which Options may be exercised; (vi) alter any restrictions or conditions upon any Awards; and (vii) adopt rules and regulations, establish, define and/or interpret any other terms and conditions, and make all other determinations (which may be on a case-by-case basis) deemed necessary or desirable for the administration of the Plan. (c) The terms of each type of Award need not be identical, and the Committee need not treat Participants uniformly. Except as otherwise provided by the Plan or a particular Award, any determination with respect to an Award may be made by the Committee at the time of award or at any time thereafter. (d) In making its determinations hereunder, the Committee shall take into account the nature of the services rendered or to be rendered by the recipient, their present and potential contributions to the success of the Company, and such other factors as the Committee, in its discretion, shall deem relevant in order to accomplish the purposes of the Plan. SECTION 6. STOCK OPTIONS (a) General. Subject to the provisions of the Plan, the Board may award Incentive Stock Options and Non-Qualified Stock Options and determine the number of shares to be covered by each Option, the option price therefor and the conditions and limitations applicable to the exercise of the Option. Any Option granted under this Plan shall be upon such terms and -3- conditions not inconsistent with this Plan as the Committee may determine. At the time of grant of any Option, the Committee shall specify whether the Option is intended to be an Incentive Stock Option or a Non-Qualified Stock Option. If the Option is not intended to be an Incentive Stock Option but otherwise qualifies to be such, the agreement will include a specific statement that it is not intended to qualify as an Incentive Stock Option. (b) Price. The price at which any shares of Stock may be purchased pursuant to the exercise of an Option shall be determined by the Committee but may not be less than the greater of (i) the minimum legal consideration required under the laws of the jurisdiction in which the Company is then organized or (ii) the Fair Market Value of the Stock on the date of grant of the Option (or, in the case of Incentive Stock Options granted to Ten Percent Stockholders, 110% of the Fair Market Value on such date). (c) Period of Option. Each Option granted under this Plan shall continue in effect for such period not exceeding seven years as the Committee shall determine; provided, that any Incentive Stock Option must be granted within ten years from the date of establishment of this Plan or the date the Plan is approved by stockholders, whichever is earlier, and must have a term of not more than five years from the date of grant in the case of Incentive Stock Options granted to Ten Percent Stockholders. (d) Additional Provisions For ISOs. In the case of Incentive Stock Options, the following additional conditions shall apply: (i) Incentive Stock Options shall be granted only to employees of the Company; (ii) No Incentive Stock Option shall be exercisable beyond three months after the date upon which the Option holder ceases to be an employee of the Company or a Parent Corporation or Subsidiary Corporation, except that the Committee may provide in the Incentive Stock Option that in the event of termination of employment by reason of death or Permanent Disability of the holder, the Option may be exercised by the holder or his estate for a period of up to one year after termination of employment; (iii) Each Incentive Stock Option shall, by its terms, be transferable by the optionee only by will or the laws of descent and distribution, and shall be exercisable only by such employee during his lifetime; and (iv) The terms and conditions of Incentive Stock Options shall be subject to and comply with Section 422 of the Code, or any successor provision, and any regulations thereunder. SECTION 7. EXERCISE OF OPTIONS; PAYMENT -4- (a) Options may be exercised in whole or in part at such time and in such manner as the Committee may determine and as shall be prescribed in the written agreement with each holder. (b) The purchase price of shares of Stock upon exercise of an Option shall be paid by the Option holder in full upon exercise and may be paid as the Committee may determine in its sole discretion in any combination of: (i) cash or check payable to the order of the Company; (ii) delivery of a promissory note; (iii) delivery of shares of Common Stock (valued at Fair Market Value at the date of purchase of the Common Stock subject to the Option); or (iv) such other means as the Committee may permit; provided, however, that payment of the exercise price by delivery of shares of Common Stock of the Company owned by the Option holder may be made only if such payment does not result in a charge to earnings for financial accounting purposes, as determined by the Committee. (c) With the consent of the Committee, payment of the exercise price may also be made by delivery of a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the exercise price. To facilitate such arrangements, the Company may enter into agreements for coordinating procedures with one or more securities brokerage firms. The date of delivery of such exercise notices shall be deemed the date of exercise. (d) The Committee may impose such conditions with respect to the exercise of Options, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable, including making the Common Stock issued upon exercise subject to restrictions on vesting or transferability, or to risk of forfeiture, upon the happening of such events as the Committee may determine, any of which may be accelerated or waived in the Committee's sole discretion. (e) No shares of Common Stock shall be issued upon exercise of any Option under this Plan until full payment in the form approved by the Committee has been made and all other legal requirements applicable to the issuance or transfer of such shares and such other requirements as are consistent with the Plan have been complied with to the satisfaction of the Committee. SECTION 8. GENERAL PROVISIONS APPLICABLE TO AWARDS (a) Documentation. Each Award under the Plan shall be evidenced by a writing delivered to the Participant specifying the terms and conditions thereof and containing such other terms and conditions not inconsistent with the provisions of the Plan as the Committee considers necessary or advisable to achieve the purposes of the Plan or comply with applicable laws and accounting principles. (b) Date of Award. The date of any Award hereunder shall be the date upon which such Award is voted by the Committee (or approved by the full Board if such approval is legally required), unless the vote expressly provides otherwise. -5- (c) Termination of Employment. The Board shall determine the effect on an Award of the disability, death, retirement or other termination of employment of a Participant and the extent to which, and the period during which, the Participant's legal representative, guardian or Designated Beneficiary may receive payment of an Award or exercise rights thereunder. (d) Withholding. The Participant shall pay to the Company, or make provision satisfactory to the Committee for payment of, any taxes required by law to be withheld in respect of Awards under the Plan no later than the date of the event creating the tax liability. In the Committee's discretion, such tax obligations may be paid in whole or in part in shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value on the date of delivery. The Company and its Affiliates may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the Participant. (e) Foreign Nationals. Awards may be made to Participants who are foreign nationals or employed outside the United States on such terms and conditions different from those specified in the Plan as the Board considers necessary or advisable to achieve the purposes of the Plan or comply with applicable laws. (f) Amendment of Award. The Committee may amend, modify or terminate any outstanding Award, including substituting therefor another Award of the same or a different type, changing the date of exercise, or conversion of an Incentive Stock Option to a Non-Qualified Stock Option; provided, that the Participant's consent to such action shall be required unless the Board determines that the action, taking into account any related action, would not materially and adversely affect the Participant. (g) Loans. The Company may make loans to Participants to permit them to exercise Options. If any such loans are made, the requirements of applicable Federal and State law regarding such loans shall be met. SECTION 9. ADJUSTMENTS Upon the occurrence of any of the following events, a Participant's rights with respect to Awards granted to him or her hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in the written agreement between the Participant and the Company. (a) Stock Dividends and Stock Splits. If the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, the number of shares of Common Stock deliverable upon the exercise of Options shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination or stock dividend. -6- (b) Consolidation or Mergers. If the Company is to be consolidated with or acquired by another entity in a merger, sale of all or substantially all of the Company's assets or otherwise (an "Acquisition"), the Committee or the Board of Directors of any entity assuming the obligations of the Company hereunder shall, as to outstanding Awards, make appropriate provision for the continuation of such Awards by substituting on an equitable basis for the shares then subject to such Awards the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition and by adjusting on an equitable basis the exercise price of such Awards to reflect such Acquisition. (c) Recapitalization or Reorganization. In the event of a recapitalization or reorganization of the Company (other than an Acquisition) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, a Participant upon exercising rights under an Award shall be entitled to receive what he would have received if he had exercised prior to such recapitalization or reorganization. (d) Modification of ISOs. Notwithstanding the foregoing, any adjustments made pursuant to subparagraphs (a), (b) or (c) with respect to Incentive Stock Options shall be made only after the Committee, after consulting with counsel for the Company, determines whether such adjustments would constitute a "modification" of such Incentive Stock Options (as that term is defined in Section 424 of the Code) or would cause any adverse tax consequences for the holders of such Incentive Stock Options. If the Committee determines that such adjustments made with respect to Incentive Stock Options would constitute a modification of such Incentive Stock Options, it may refrain from making such adjustments. (e) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, each Option will terminate immediately prior to the consummation of such proposed action or at such other time and subject to such other conditions as shall be determined by the Committee. (f) Issuances of Securities. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Options. No adjustments shall be made for dividends paid in cash or in property other than securities of the Company. (g) Fractional Shares. No fractional shares shall be issued under the Plan and the optionee shall receive from the Company cash in lieu of such fractional shares. (h) Adjustments. Upon the happening of any of the events described in subparagraphs (a), (b) or (c) above, the class and aggregate number of shares set forth in Section 4 hereof that are subject to Awards which previously have been or subsequently may be granted under the Plan shall also be appropriately adjusted to reflect the events described in such subparagraphs. The Committee shall determine the specific adjustments to be made under this Section 9 and subject to Section 5, its determination shall be conclusive. -7- The Committee shall not reprice an Option once it has been granted under this Plan by reducing the exercise price of the Option or canceling an Option and regranting a new Option for a similar number of shares at a lower price, except as expressly provided in this Section 9. SECTION 10. FAIR MARKET VALUE (a) If the Common Stock is then traded on any national securities exchange or automated quotation system which has sale price reporting, the Fair Market Value of the Common Stock shall be the closing sales price, if any, on such exchange or system on the date as of which Fair Market Value is being determined or, if none, shall be determined by taking the closing sales price on the nearest date before that date in accordance with applicable regulations under the Code. (b) If the Common Stock is then traded on an exchange or system which does not have sale price reporting, the Fair Market Value of the Common Stock shall be the mean between the average of the "Bid" and the average of the "Ask" prices, if any, as reported for such the date as of which Fair Market Value is being determined, or, if none, shall be determined by taking a weighted average of the means between the highest and lowest sales prices on the nearest date before and the nearest date after such date in accordance with applicable regulations under the Code. (c) With respect to Common Stock if it is not publicly traded and with respect to any other property, the Fair Market Value of such property shall be determined in good faith by the Committee or in the manner otherwise provided by the Committee from time to time. SECTION 11. MISCELLANEOUS (a) No Right To Employment. No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to continued employment. The Company expressly reserves the right at any time to dismiss a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award. (b) No Rights Other Than Those Expressly Created. No person eligible to receive Awards under this Plan shall have any claim or right to be granted an Award hereunder. Neither this Plan nor any action taken hereunder shall be construed as (i) giving any Award holder any right to continue to be affiliated with the Company, (ii) giving any Award holder any equity or interest of any kind in any assets of the Company, or (iii) creating a trust of any kind or a fiduciary relationship of any kind between the Company and any such person. As to any claim for any unpaid amounts under this Plan, any person having a claim for payments shall be an unsecured creditor. No Award holder shall have any of the rights of a stockholder with respect to shares of Stock covered by an Award until such time as the stock has been issued. (c) Governing Law. The provisions of the Plan shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts. -8- (d) Effective Date of Plan. The effective date of this Plan shall be the date of adoption by the Board of Directors. If the Plan is subject to the approval of the stockholders under paragraph (e) below, upon such approval it shall be effective as of the date of adoption by the Board of Directors. The Committee may grant Awards under the Plan prior to any such required shareholder approval, and any such Awards which are of a type that require shareholder approval shall become effective as of the date of grant upon receipt of such approval. (e) Stockholder Approval. The adoption of this Plan, or any amendment hereto, shall be subject to approval by stockholders only to the extent required by (i) the Code, (ii) the rules under Section 16 of the Exchange Act, (iii) rules of any stock exchange or over-the-counter stock market, or (iv) as otherwise required by law. Any such approval shall be obtained within the time required by such law or rule. Any stockholder approval of this Plan or any amendment so required shall mean the affirmative vote of at least a majority of the shares of capital stock present and entitled to vote at a duly held meeting of stockholders, unless a greater vote is required by state corporation law or the law or rule requiring stockholder approval, in which case such greater requirement shall apply. (f) Amendment of Plan. The Board of Directors of the Company may at any time, and from time to time, amend, suspend or terminate this Plan in whole or in part; provided, however, that the Board of Directors may not modify the Plan in a manner requiring the approval of stockholders under paragraph (e) above unless such approval is obtained to the extent required. (g) Term of Plan. This Plan shall terminate ten years from the date of adoption by the Board of Directors, and no Award shall be granted under this Plan thereafter, but such termination shall not affect the validity of Awards granted prior to the date of termination. Dates of Approval by Board of Directors: January 6, 2000, January 23, 2001, and December 13, 2001, May 20, 2002, September 13, 2002, and February 26, 2003. Dates of Approval by Stockholders: February 24, 2000, February 28, 2001, and May 13, 2002. -9- -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.(A)(1)

                                                                  Exhibit (a)(1)

                                                           PROSPECTUS SUPPLEMENT
                            (TO PROSPECTUSES DATED MAY 8, 2002 AND MAY 14, 2002)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                             BROOKS AUTOMATION, INC.

                                OFFER TO EXCHANGE

                                ----------------

OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS HAVING AN EXERCISE PRICE OF $20.00
   OR MORE FOR NEW OPTIONS UNDER THE BROOKS AUTOMATION, INC. 2000 COMBINATION
                            STOCK OPTION PLAN AND THE
           BROOKS AUTOMATION, INC. 1998 EMPLOYEE EQUITY INCENTIVE PLAN

                                ----------------

   THIS OFFER AND THE RIGHT TO WITHDRAW FROM THIS OFFER EXPIRE AT 6:00 P.M.,
     EASTERN DAYLIGHT TIME, ON APRIL 11, 2003 UNLESS THIS OFFER IS EXTENDED

                                 MARCH 13, 2003

THIS SUPPLEMENT CONSTITUTES PART OF THE SECTION 10(a) PROSPECTUS DATED MAY 14,
2002 RELATING TO THE BROOKS AUTOMATION, INC. 2000 COMBINATION STOCK OPTION PLAN
AND THE PROSPECTUS DATED MAY 8, 2002 RELATING TO THE BROOKS AUTOMATION, INC.
1998 EMPLOYEE EQUITY INCENTIVE PLAN



                             BROOKS AUTOMATION, INC.

                                 MARCH 13, 2003

          OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR NEW OPTIONS
                            (THE "OFFER TO EXCHANGE")

   THIS OFFER AND THE RIGHT TO WITHDRAW FROM THIS OFFER EXPIRE AT 6:00 P.M.,
    EASTERN DAYLIGHT TIME, ON APRIL 11, 2003 UNLESS THIS OFFER IS EXTENDED.

         Brooks Automation, Inc. ("Brooks") is offering eligible employees the
opportunity to exchange options they hold having exercise prices greater than or
equal to $20.00 per share which expire after April 16, 2004 for new options to
be granted in the future under certain Brooks options plans.

         Brooks is making this offer upon the terms and conditions described in:
(1) this Offer to Exchange; (2) a set of "Frequently Asked Questions"; (3) the
Election Form; and (4) the Notice to Withdraw from the Offer (which, as they may
be amended from time to time, together constitute the "Offer").

         All employees of Brooks or its majority-owned subsidiaries are eligible
to participate in this Offer. To receive new options, you must be an employee of
Brooks or a majority-owned subsidiary on the date more than six months after
this offer expires when the new options are granted. Once you have been granted
your new options, you must continue to be an employee of Brooks or a
majority-owned subsidiary for at least another six months before any of the new
options can be exercised.

         We recommend that all employees consult with their own professional
advisers to determine the economic tax and social insurance consequences under
the laws of the country in which they may be subject to the tax laws.

         This Offer will expire at 6:00 p.m. Eastern Daylight Time, on April 11,
2003, unless Brooks extends it to a later date. We expect to cancel options
properly surrendered within a few business days thereafter. If we do not accept
the old options you surrender for exchange and cancel them by May 8, 2003, you
will be entitled to withdraw your old options from participation in the Offer.

         ALTHOUGH OUR BOARD OF DIRECTORS HAS APPROVED THE OFFER, NEITHER WE NOR
OUR BOARD OF DIRECTORS MAKES ANY RECOMMENDATION AS TO WHETHER YOU SHOULD TENDER
OR NOT TENDER YOUR OPTIONS FOR EXCHANGE. YOU MUST MAKE YOUR OWN DECISION WHETHER
OR NOT TO TENDER YOUR OPTIONS.

         Shares of Brooks common stock are traded on the Nasdaq National Market
under the symbol "BRKS." On March 11, 2003, the closing price of our common
stock reported on the Nasdaq National Market was $8.96 per share. WE RECOMMEND
THAT YOU EVALUATE CURRENT MARKET QUOTES FOR OUR COMMON STOCK, AMONG OTHER
FACTORS, BEFORE DECIDING WHETHER OR NOT TO TENDER YOUR OPTIONS.

         THIS OFFER TO EXCHANGE HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS OFFER TO EXCHANGE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

         We are not making the Offer to, and we will not accept any tender of
options from or on behalf of, option holders in any jurisdiction in which the
Offer or the acceptance of any tender of options would not be in compliance



with the laws of that jurisdiction. However, we may, at our discretion, take any
actions necessary for us to make the Offer to option holders in any of these
jurisdictions.

         WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR
BEHALF AS TO WHETHER YOU SHOULD TENDER OR NOT TENDER YOUR OPTIONS THROUGH THE
OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION IN THIS DOCUMENT OR TO WHICH WE
HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR
TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THE
INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DOCUMENT AND IN THE FREQUENTLY
ASKED QUESTIONS, THE ELECTION FORM AND THE NOTICE TO WITHDRAW FROM THE OFFER. IF
ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION TO YOU OR GIVES YOU ANY
INFORMATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, REPRESENTATION OR
INFORMATION AS HAVING BEEN AUTHORIZED BY BROOKS.



                                TABLE OF CONTENTS



                                                                                                                  PAGE
                                                                                                               
SUMMARY TERM SHEET                                                                                                  3

INTRODUCTION                                                                                                       12

CERTAIN RISKS OF PARTICIPATING IN THE OFFER                                                                        13

1.         Economic Risks

2.         Tax-Related Risks Related to Exchange                                                                   15

3.         Business-Related Risks                                                                                  15
                                                                                                                   15
THE OFFER                                                                                                          16

1.         Eligibility                                                                                             16

2.         What You May Choose to Exchange; Exchange Ratio                                                         17

3.         Timing And Procedures For Surrendering Option Grants For Exchange                                       18

4.         Withdrawal Rights and Change of Election                                                                20

5.         Acceptance of Options For Exchange And Cancellation; Issue Of New Options                               21

6.         Purpose of the Offer; Plans or Proposals                                                                22

7.         Conditions to the Offer                                                                                 23

8.         Price Range of Shares Underlying The Options                                                            25

9.         Effect of a Change of Control Prior to the Granting of New Options                                      25

10         Source and Amount of Consideration                                                                      25

11.        Terms of New Options                                                                                    26

12.        Description of Brooks 2000 Plan                                                                         26

13.        Description of Brooks 1998 Plan                                                                         31

14.        Accounting Consequences                                                                                 34

15.        Information Concerning Brooks                                                                           34

16.        Summary Financial Information                                                                           35


                                       i



                                                                                                               
17.        Interest of Directors and Officers; Transactions and Arrangements Concerning the Options                35

18.        Agreements Involving Brooks' Securities                                                                 35

19.        Status of Options Acquired By Us In The Offer                                                           36

20.        Legal Matters; Regulatory Approvals                                                                     36

21.        Material U.S. Federal Income Tax Consequence to Holders  of Options Under Brooks 2000 Plan and
           Brooks 1998 Plan; Consequences of Exchange Offer                                                        36

22.        Material Tax Consequences for Certain Non-U.S. Jurisdictions                                            39

23.        Material Tax Consequences for Employees Who are Tax Residents in Canada                                 39

24.        Material Tax Consequences for Employees Who are Tax Residents in Germany                                41

25.        Material Tax Consequences for Employees Who are Tax Residents in South Korea                            42

26.        Material Tax Consequences for Employees Who are Tax Residents in the United Kingdom                     43

27.        Extension of Offer; Termination; Amendment                                                              44

28.        Fees and expenses                                                                                       45

29.        Additional Information Concerning the Offer to Exchange                                                 45

30.        Miscellaneous                                                                                           46

SCHEDULE A      Information Concerning the Directors and Executive Officers of Brooks
                Automation, Inc.                                                                                  A-1

SCHEDULE B      Certain Financial Information                                                                     B-1



                                       ii



                               SUMMARY TERM SHEET

         The following are answers to some of the questions that you may have
about the offer. We urge you to read carefully the remainder of this Offer to
Exchange, the Frequently Asked Questions, the Election Form and the Notice to
Withdraw from the Offer because the information in this summary is not complete,
and additional important information is contained in these documents. We have
included page references to the relevant sections of this Offer to Exchange
where you can find a more complete description of the topics in this summary.

WHY IS BROOKS MAKING THE OFFER?

         Brooks Automation has used stock options as a way to attract and retain
its employees. However, the stock price has declined significantly in recent
years, and as a result, the majority of Brooks' employees have options with
exercise prices significantly higher than current market prices ("out of the
money") options. Brooks believes that these "out of the money" options have
little incentive to employees, and in fact undermine morale and motivation. The
stock option exchange program is designed to provide employees with new options
a little over six months after the date of cancellation of the old options that
are closer to the current market price of our stock. (Pages 22 through 23)

WHAT IS BROOKS OFFERING TO EXCHANGE?

         We are offering to grant new stock options in the future in exchange
for eligible options to purchase shares of Brooks common stock issued under
certain of Brooks' option plans that are held by eligible employees. (Page 16
through 17)

WHO IS ELIGIBLE TO PARTICIPATE?

         To participate in the program, you must meet the following criteria:

                  i.   You must be an employee from March 13, 2003, the date
                       the offer begins, through April 11, 2003, the date the
                       offer ends;

                  ii.  You must hold stock options with an exercise price of
                       $20.00 or higher, which expire after April 16, 2004; and

                  iii. You must not be a consultant to, or one of the directors
                       and executive officers of, Brooks listed on Schedule A to
                       the Offer to Exchange. (Page 16)

WHICH OPTIONS ARE ELIGIBLE TO PARTICIPATE?

         Options which satisfy all of the following criteria will be eligible to
be exchanged for new options:

                  -    The options must be outstanding and unexercised at the
                       time you tender them;

                  -    The options must have been granted prior to October 10,
                       2002;

                  -    The exercise price of the options must be greater than or
                       equal to $20.00 per share;

                  -    The options must not expire before April 16, 2004; and

                                       3



                  -    The options must have been granted under one of the
                       option plans that are participating in this offer. (Pages
                       16 through 17)

WHAT ARE THE CONDITIONS TO THE OFFER?

         The offer is not conditioned on a minimum number of options being
tendered. Participation in the offer is completely voluntary. The conditions to
the offer are described in Section 7 of this offer to Exchange. (Pages 23
through 24)

ARE THERE ANY ELIGIBILITY REQUIREMENTS THAT I MUST SATISFY AFTER THE OFFER
EXPIRES TO RECEIVE THE NEW OPTIONS?

         In order to receive a grant of new options through the offer and under
the terms of the Brooks 2000 Plan or Brooks 1998 Plan, you must continue to be
employed by Brooks or one of its subsidiaries as of the regrant date which is
currently expected to be on or soon after October 16, 2003 (unless we extend the
offer). If, for any reason, you do not remain an eligible employee of Brooks or
one of its subsidiaries through the regrant date, you will not receive any new
options or other consideration in exchange for your tendered options that have
been accepted for exchange.

         In addition, if you leave Brooks' employment for any reason prior to
six months after the regrant date, none of your options will have vested and you
will have no option to exercise. Those options that you choose not to surrender
for participation in this program will be governed by the terms of your existing
stock option agreement and the option plan that governs it. (Page 16)

HOW DO I KNOW WHICH OF MY OPTIONS ARE ELIGIBLE FOR THE EXCHANGE PROGRAM?

         Your option statement is available for review on-line by accessing your
E*Trade OptionsLink account, and includes for each grant, the option grant date,
the unique grant number identifying each grant, the number of shares granted,
the exercise price and the expiration date. (Page 18)

HOW MANY NEW OPTIONS WILL I RECEIVE IN EXCHANGE FOR MY TENDERED OPTIONS?

         Each eligible employee who accepts the offer will receive, in exchange
for his or her old options that are accepted for exchange and cancelled, that
number of new options based on the exercise price of the old options as follows:




                                                 EXCHANGE RATIOS
EXERCISE PRICE OF OLD OPTIONS         (# NEW OPTIONS RECEIVED FOR OLD OPTIONS)
- ---------------------------------------------------------------------------------
                                   
Greater than $100.00                      1 new option for 15 old options
- ---------------------------------------------------------------------------------
$50.00-$99.99                            1 new option for 5 old options
- ---------------------------------------------------------------------------------
$30.00-$49.99                             1 new option for 2 old options
- ---------------------------------------------------------------------------------
$20.00-$29.99                             1 new option for 1.5 old options
- ---------------------------------------------------------------------------------
Less than $20.00                          Not eligible to participate


         New options will be granted under either our Brooks 2000 Plan or our
Brooks 1998 Plan, unless prevented by law or applicable regulations, and will be
governed by the terms and conditions of whichever plan they are issued under.
All new options will be subject to a new option agreement between you and us.
You must execute the new option agreement under either the Brooks 2000 Plan or
Brooks 1998 Plan, which may have different terms and conditions from the option
agreement for your old options, before receiving new options. (Pages 18 and 26)

WHAT WILL BE THE EXERCISE PRICE FOR THE NEW OPTIONS?

                                       4



         The exercise price for the new options will be the fair market value of
our common stock on the date of grant of the new options (approximately October
16, 2003, unless the offer period is extended), defined as the closing price of
our common stock on the Nasdaq National Market on that date.

         Accordingly, we cannot predict the exercise price of the new options.
Because we will not grant new options until soon after the first business day
that is at least six months and one day after the cancellation date, there is a
risk that the new options may have a higher exercise price than some or all of
your current options. We recommend that you evaluate current market quotes for
our shares, among other factors, before deciding whether or not to tender your
options. (Pages 25 and 26)

WHICH OPTIONS MUST BE CANCELLED?

         If you are eligible and choose to participate in this offer, you may
opt to cancel one or more eligible options granted under the option plans. To be
eligible, options must have been granted at an exercise price higher than or
equal to $20.00 per share and cannot expire before April 16, 2004. If you choose
to cancel one or more eligible options, all options granted to you on or after
October 10, 2002 will be automatically cancelled by Brooks, and you will receive
no new options in exchange for any options that were granted to you on or after
that date. (Pages 17 and 18)

WILL I BE REQUIRED TO GIVE UP ALL MY RIGHTS TO THE CANCELLED OPTIONS?

         Yes. The options that you turn in for exchange will be cancelled within
a few business days after the end of the offer. Employees will no longer have
any right with respect to these old options, as once they are cancelled, they
will no longer exist.

         If you elect to participate in this program, then within a few business
days after the expiration date (unless we extend the offer), we will cancel all
of your outstanding options that were granted on or after October 10, 2002, plus
any others that you elected to cancel. (Page 21)

IF I CHOOSE TO TENDER AN OPTION GRANT WHICH IS ELIGIBLE FOR EXCHANGE, DO I HAVE
TO TENDER ALL THE SHARES IN THAT OPTION GRANT?

         Yes. You may tender one or more of your option grants, but you must
tender all of the unexercised shares subject to each option grant, or none of
those shares. We are not accepting partial tenders of option grants. However,
you may tender all the remaining portion of an option which you have partially
exercised. (Pages 17 through 18)

CAN I CHOOSE WHICH OPTION GRANTS I WANT TO CANCEL, IF I HAVE MULTIPLE GRANTS?

         Yes. You may choose to cancel one or more outstanding option grants
with an exercise price of at least $20.00 per share which expire later than
April 16, 2004, if granted prior to October 10, 2002. The decision of which
eligible grants to tender is strictly up to you. However, if you wish to
exchange any eligible grant, all options granted to you on or after October 10,
2002 will be automatically cancelled by Brooks and you will not receive any new
options for these. (Pages 17 through 18)

WHY MUST MY OPTIONS GRANTED ON OR AFTER OCTOBER 10, 2002 BE CANCELLED IF I
CHOOSE TO EXCHANGE MY OPTIONS GRANTED PRIOR TO OCTOBER 10, 2002?

         Outstanding options granted on or after October 10, 2002 that were
granted within the six-month period prior to the scheduled cancellation date,
must be automatically cancelled if you choose to tender any options granted
prior to October 10, 2002 based on accounting rules. Failure to cancel options
granted on or after October 10, 2002 would cause Brooks to incur a variable
accounting charge against earnings. Options granted on or after October 10, 2002
are not eligible to be exchanged for new options in this program, but they will
automatically be cancelled.

                                       5



Additionally, if you exercise any option granted on or after October 10, 2002
following the commencement of the offer, you will cease to be eligible to
participate in the offer. (Page 18)

WHEN WILL THE NEW OPTIONS VEST?

         The vesting period for new options granted in exchange for old options
surrendered will effectively be extended for six months or more. Each new option
granted will vest as follows:

             -    after applying the exchange ratio, that percentage of shares
                  under the new options equal to the percentage of shares under
                  the old options that were fully vested on the date the old
                  options are cancelled will become fully vested six months
                  after the regrant date (approximately one year after the
                  cancellation date);

             -    after applying the exchange ratio, that percentage of shares
                  under the new option equal to the percentage of shares under
                  the old options that were unvested shares on the cancellation
                  date will have an additional six months added to the original
                  vesting period for such options, such that each such portion
                  of each new option grant will vest on the later of (i) the
                  date on which the corresponding portion of the old option for
                  which it was exchanged would have vested under the terms of
                  the old option, plus six months, or (ii) six months after the
                  regrant date.

         For example:

                  ___
         An employee cancels an option that is 25% vested at the time of
         cancellation.

                  ___
         The regrant date occurs 6 months and one day after the cancellation
         date.

                  ___
         Six months after the regrant date, the new option will be 25% vested
         with respect to the total number of old options after the exchange
         ratio has been applied. The remaining 75% of the shares will have an
         additional six months added to the date they would have vested under
         the old option; provided, however, that in no event would any of them
         vest before the date six months after the regrant date. (Pages 29 and
         31 through 32)

WHAT TYPE OF OPTIONS WILL MY NEW OPTION BE, INCENTIVE STOCK OPTION OR
NON-QUALIFIED STOCK OPTION?

         If you are a United States employee and your cancelled stock options
were incentive stock options our intent is that your new options will be
incentive stock options to the extent they qualify under the Internal Revenue
Code of 1986, as amended. If you are a United States employee and your cancelled
stock options were non-qualified stock options, your new options will be
non-qualified stock options. If you are not a resident employee of the United
States, your New Options will be granted as non-qualified stock options under
U.S. tax law. (Pages 22 and 26)

WHEN WILL I RECEIVE MY NEW OPTIONS?

         We will grant the new options on the regrant date, which will be at
least six months and one day after the cancellation of the old options. If we
cancel options turned in for exchange within a few business days after the
scheduled expiration date of the offer, the regrant date of the new options will
be on or soon after October 16, 2003. However, if we extend the offer, the
regrant date will be at a later time. You must be an eligible employee on the
regrant date in order to be eligible to receive them. (Pages 21 through 22)

                                       6



ARE THERE CIRCUMSTANCES WHERE I WOULD NOT BE GRANTED NEW OPTIONS?

         If you are no longer an eligible employee on the regrant date, you will
not receive any new options or any consideration on account of the cancelled old
options. (Page 22)

         We will not grant any new options to you if we are prohibited by
applicable law or regulations from doing so. Such a prohibition could result
from changes in foreign laws, Securities and Exchange Commission rules,
regulations or policies or Nasdaq listing requirements. We are unaware of any
such prohibition at this time, and we will use reasonable efforts to affect the
grant, but if the grant is prohibited as of the scheduled regrant date, we will
not grant you new options and you will not receive any other compensation for
the options you tendered. We do not anticipate any such prohibitions and are
referring to the possibility in an abundance of caution. (Page 35 through 36)

WHY CAN'T I RECEIVE MY NEW OPTIONS IMMEDIATELY AFTER THE EXPIRATION DATE OF THE
OFFER?

         If we were to grant the new options on any date which is earlier than
six months and one day after the date we cancel the old options, it would have
negative accounting consequences for Brooks (we would be required for financial
reporting purposes to record a compensation expense against our earnings). By
deferring the grant of the new options for at least six months and one day,
under current accounting rules, we will not have to record such a compensation
expense. (Page 34)

WHEN WILL MY NEW OPTIONS EXPIRE?

         Your new options will expire on the earlier of:

         -    the date indicated in the stock option agreement for your
              cancelled options, plus six months;

         -    seven years after the regrant date; or

         -    following termination of your employment with Brooks in accordance
              with the terms of the relevant option plan. (Page 26)

         Please note that if you hold old options that will expire before April
16, 2004, these options will not be eligible to participate in the offer because
a new option would not be able to vest before the date the old option would
expire.

IF I TENDER OPTIONS IN THE OFFER, WILL I BE ELIGIBLE TO RECEIVE OTHER OPTION
GRANTS BEFORE I RECEIVE MY NEW OPTIONS?

         If you participate in this exchange program you will be eligible for
future option grants. However, because of the accounting rules discussed above,
Brooks does not anticipate that there will be any options grants made to a
significant number of existing employees prior to the regrant date, although
there could be options granted to new hires. (Page 22)

WHAT HAPPENS TO OPTIONS THAT I CHOOSE NOT TO EXCHANGE OR THAT ARE NOT ACCEPTED
FOR EXCHANGE?

         Options that you choose not to tender for exchange or that we do not
accept for exchange retain their current exercise price and current vesting
schedule and remain outstanding until you exercise them or they expire by their
terms. (Page 18)

         You should note that if you are a employee who resides in the Unites
States, there is a risk that any incentive stock options you have may be
affected, even if you do not participate in the exchange.

                                       7



         We believe that you will not be subject to current U.S. federal income
tax if you do not elect to participate in the option exchange program. We also
believe that the option exchange program will not change the U.S. federal income
tax treatment of subsequent grants and exercises of your incentive stock options
(and sales of shares acquired upon exercises of such options) if you do not
participate in this offer to exchange options. However, the Internal Revenue
Service may characterize this offer to exchange options as a "modification" of
those incentive stock options for U.S. federal income tax purposes, even if you
decline to participate. A SUCCESSFUL ASSERTION BY THE INTERNAL REVENUE SERVICE
OF THIS POSITION COULD EXTEND AN INCENTIVE STOCK OPTIONS' HOLDING PERIOD TO
QUALIFY FOR FAVORABLE TAX TREATMENT, BY RE-STARTING IT AS OF THE DATE WE
COMMENCE THIS OFFER. ACCORDINGLY, TO THE EXTENT YOU DISPOSE OF YOUR INCENTIVE
STOCK OPTION SHARES PRIOR TO THE LAPSE OF THE NEW EXTENDED HOLDING PERIOD, YOUR
INCENTIVE STOCK OPTION COULD BE TAXED SIMILARLY TO A NON-QUALIFIED STOCK OPTION.
(Pages 36 through 37)

         In 1991, the Internal Revenue Service issued a private letter ruling in
which another company's option exchange program was characterized as a
"modification" of all of the incentive stock options that could be exchanged.
This does not necessarily mean that our offer to exchange options will be viewed
the same way. Private letter rulings given by the Internal Revenue Service
contain the Internal Revenue Service opinion regarding only the specific facts
presented by a specific person or company. The person or company receiving the
letter may rely on it, but no other person or company may rely on the letter
ruling, nor may they assume the same opinion would apply to their situation,
even if the facts at issue are similar. While such letters do not provide
certainty, they may indicate how the Internal Revenue Service will view a
similar situation. We, therefore, do not know if the Internal Revenue Service
will assert the position that our offer constitutes a "modification" of
incentive stock options eligible for tender. (Page 39)

WILL I HAVE TO PAY TAXES IF I EXCHANGE MY OPTIONS IN THE OFFER?

         If you are a United States-based employee, neither the cancellation of
your old options nor your receipt of a new option normally should give rise to a
taxable event for you, but we recommend that you consult with your own tax
advisor to determine if there are any particular tax consequences that will
apply to you.

         If you are an employee resident outside of the United States or
otherwise subject to the tax laws of a jurisdiction other than the United
States, WE RECOMMEND THAT YOU CONSULT WITH YOUR OWN TAX ADVISOR TO DETERMINE THE
TAX AND SOCIAL CONTRIBUTION CONSEQUENCES OF ELECTING TO EXCHANGE OPTIONS
PURSUANT TO THE OFFER. ALL EMPLOYEES ARE STRONGLY URGED TO READ SECTIONS 21-26
OF THE OFFER TO EXCHANGE FOR AN ADDITIONAL DISCUSSION OF THE POTENTIAL TAX
CONSEQUENCES. (Pages 36 through 44)

WHEN DOES THE OFFER EXPIRE? CAN THE OFFER BE EXTENDED, AND IF SO, HOW WILL I BE
NOTIFIED IF IT IS EXTENDED?

         The offer expires on April 11, 2003, at 6:00 p.m., Eastern Daylight
Time, unless we extend it. We may, in our discretion, extend the offer at any
time, but we cannot assure you that the offer will be extended or, if extended,
for how long. If the offer is extended, we will make a public announcement of
the extension, on the next business day following the previously scheduled
expiration date. (Pages 18 through 19 and 44 through 45)

WHAT DO I NEED TO DO TO PARTICIPATE IN THE OFFER TO EXCHANGE AND WHAT IS THE
DEADLINE?

         To participate, you must complete the Election Form, sign and date it,
and deliver it by mail, courier, hand delivery or fax so that it is received not
later than 6:00 p.m. Eastern Daylight Time on April 11, 2003 (or later if we
extend the offer period) at:

                                       8



                                    Office of the Treasurer
                                    Brooks Automation, Inc.
                                    15 Elizabeth Drive
                                    Chelmsford, MA  01824
                                    ATTN: Lynda Avallone
                                    Fax: (978) 262-1515

         The properly completed, signed and dated Election Form should be
accompanied by the stock option agreement for the options you are exchanging. If
you cannot locate the option agreement, please advise us. (Pages 19 through 20)

         Brooks has not authorized any person (including any Brooks management
personnel) to interpret the offer or to make any recommendation on our behalf in
connection with the offer. For questions concerning timing or procedural matters
related to the offer or how to locate additional copies of the materials
describing the exchange program you should leave a message on the special
hotline put in place for purposes of the exchange program: (978) 262-7373.
Please note that this is a voicemail hotline only. Additionally, we have set up
a separate e-mail address to answer questions. This external e-mail address is
stock-option-exchange@brooks.com and the internal e-mail address displayed in
the global address book is "stock-option-exchange." Someone from the Office of
the Treasurer will respond to your inquiry within 48 hours after you leave a
message. Be sure to leave your name, and a daytime and evening phone number
where you may be contacted in addition to your question(s). Please understand
that the person responding to your inquiries to the hotline or email address may
only respond to questions concerning timing or procedural matters related to the
offer and cannot provide advice as to whether you should participate or which
options to exchange. (Pages 46 through 47)

         This is a one-time offer, and we will strictly enforce the offer
period.

         We expect that we will accept all options properly offered to us for
exchange that are not validly withdrawn, subject to our rights to extend,
terminate and amend the offer. While we reserve the right to extend, terminate
and amend the offer, we also reserve the right to reject any or all options
elected for exchange that we determine are not in appropriate form or that we
determine are unlawful to accept. (Page 20)

DURING WHAT PERIOD OF TIME MAY I WITHDRAW PREVIOUSLY TENDERED OPTIONS?

         You can withdraw the options you have elected for exchange at any time
before 6:00 p.m., Eastern Daylight Time, on April 11, 2003. To withdraw tendered
options, you must complete the Notice to Withdraw from the Offer, sign and date
it, and deliver it by mail, courier, hand delivery or fax so that it is received
not later than 6:00 p.m. Eastern Daylight Time on April 11, 2003 (or later if we
extend the offer period) at:

                                    Office of the Treasurer
                                    Brooks Automation, Inc.
                                    15 Elizabeth Drive
                                    Chelmsford, MA  01824
                                    ATTN: Lynda Avallone
                                    Fax: (978) 262-1515

         Once you have withdrawn your election to exchange options, the only way
you can re-elect to exchange options is by completing a new Election Form and
following the delivery procedures described in the Instructions to the Election
Form so that it is received before the expiration of the offer. If we do extend
this offer, then you can withdraw your previously elected options until the new
expiration date of the offer. In addition, although we presently intend to
accept and cancel validly tendered options promptly after the expiration of this
offer, if we have not accepted and cancelled your tendered options after May 8,
2003, you can withdraw your tendered options at any time after May 8, 2003.

                                       9



         Please note that if you submit a Notice to Withdraw from the Offer, you
will no longer participate in the offer. If you do not wish to withdraw all your
tendered options from the offer, you should not submit a Notice to Withdraw from
the Offer. If you wish to change your mind about which options to tender, you
must submit a new Election Form. Please read the following question and answer
regarding a change in election. (Pages 19 through 20)

CAN I CHANGE MY ELECTION REGARDING PARTICULAR OPTIONS I TENDERED?

         Yes, you can change your election at any time before the offer expires.
In order to change your election, you must complete, sign and date a new
Election Form, and deliver it by mail, courier, hand delivery or fax so that it
is received not later than 6:00 p.m. Eastern Daylight Time on April 11, 2003 (or
later if we extend the offer period) at:

                                    Office of the Treasurer
                                    Brooks Automation, Inc.
                                    15 Elizabeth Drive
                                    Chelmsford, MA  01824
                                    ATTN: Lynda Avallone
                                    Fax: (978) 262-1515

         Once we receive a new Election Form submitted by you, your previously
submitted Election Form will be disregarded. In the event of uncertainty as to
which Election Form is the newest Election Form, the later dated Election Form
will govern. If we extend this offer, you can change your election until the new
expiration date of the offer. (Page 20)

WHAT DO BROOKS AND THE BOARD OF DIRECTORS THINK OF THE OFFER?

         Although our Board of Directors has approved Brooks' decision to make
the offer, neither Brooks nor our Board of Directors makes any recommendation as
to whether you should tender or not tender your options. You must make your own
decision whether or not to tender options. For questions regarding tax
implications or other investment-related questions, you should talk to your own
legal counsel, accountant and/or financial advisor. (Page 23)

TO WHOM CAN I TALK IF I HAVE QUESTIONS ABOUT THE OFFER?

         You should rely on information contained in this document or to
documents that are referenced in this document. Brooks has not authorized any
person (including any Brooks management personnel) to interpret the offer or to
make any recommendation on our behalf in connection with the offer. For
questions concerning timing or procedural matters related to the offer or how to
locate additional copies of the materials describing the exchange program, you
should leave a message on the special hotline put in place for purposes of the
exchange program: (978) 262-7373. Please note that this is a voicemail hotline
only. Additionally, we have set up a separate e-mail address to answer
questions. This external e-mail address is stock-option-exchange@brooks.com and
the internal e-mail address displayed in the global address book is
"stock-option-exchange." Someone from the Office of the Treasurer will respond
to your inquiry within 48 hours after you leave a message. Be sure to leave your
name, and a daytime and evening phone number where you may be contacted in
addition to your question(s). Please understand that the person responding to
your inquiries to the hotline or email address may only respond to questions
concerning timing or procedural matters related to the offer and cannot provide
advice as to whether you should participate or which options to exchange.

         We recommend that you consult with your own tax advisor to determine
the tax and social contribution consequences of this transaction under the laws
of the country in which you live and work and if you may be subject to the tax
laws of more than one country. (Pages 46 through 47)


                                       10


WHERE CAN I OBTAIN COPIES OF THE DOCUMENTS CONSTITUTING THE OFFER?

         You can obtain copies of the documents constituting the offer by
contacting:

                                    Office of the Treasurer
                                    Brooks Automation, Inc.
                                    15 Elizabeth Drive
                                    Chelmsford, MA  01824
                                    ATTN: Lynda Avallone
                                    Fax: (978) 262-1515
         (Page 46)

                                       11



                                  INTRODUCTION

         The Board of Directors and the stockholders of Brooks Automation, Inc.
("Brooks", or "we" or "us") have approved an option exchange program as a way of
allowing eligible employees of Brooks or its majority-owned subsidiaries (other
than executive officers) who hold "out of the money" options which meet the
criteria described in Section 1(c) below (the "Old Options") the opportunity to
exchange those Old Options for our promise to grant to them new options covering
a lesser number of shares which will be issued at least six months and one day
in the future (the "New Options").

         This Offer expires at 6:00 p.m. Eastern Daylight Time on April 11,
2003, unless we choose to extend it (as so extended, the "Expiration Date").
Eligible options which are accepted for exchange will be cancelled within a few
business days after the Expiration Date (the "Cancellation Date"). The New
Options will be granted on or soon after the first business day which is at
least six months and one day after the Cancellation Date (the "Regrant Date").
These New Options will be granted with an exercise price equal to the closing
Nasdaq price on the Regrant Date.

         Brooks is making this Offer on the terms described in: (i) this Offer
to Exchange; (ii) the Frequently Asked Questions; (iii) the Election Form; and
(iv) the Notice to Withdraw from the Offer (which together, as they may be
amended from time to time, constitute the "Offer").

                                       12



                   CERTAIN RISKS OF PARTICIPATING IN THE OFFER

         Participation in the Offer involves a number of potential risks,
including those described below. This list and the risk factors under the
heading entitled "Factors That May Affect Future Results" in Brooks' quarterly
report on Form 10-Q filed February 14, 2003 highlight the material risks of
participating in this Offer. Eligible participants should carefully consider
these risks and are strongly encouraged to speak with an investment and tax
advisor as necessary before deciding to participate in the Offer. In addition,
we strongly urge you to read the sections in this Offer to Exchange discussing
tax consequences in certain countries where you may be subject to tax, as well
as the rest of this Offer to Exchange, along with the Frequently Asked
Questions, the Election Form, and the Notice to Withdraw from the Offer, for a
fuller discussion of the risks which may apply to you before deciding to
participate in the exchange Offer.

1.       ECONOMIC RISKS

OPTION GRANTS WILL NOT BE MADE TO A SIGNIFICANT NUMBER OF EXISTING EMPLOYEES
PRIOR TO OCTOBER 16, 2003.

         If you participate in this exchange program you will be eligible for
future option grants. However, because of accounting rules that require us to
take a charge against earnings on any future appreciation in the value of
options granted before the regrant date, Brooks does not anticipate that there
will be any option grants made to a significant number of existing employees
prior to the regrant date (expected to be on or after October 16, 2003) although
there could be options granted to new hires.

IF OUR STOCK PRICE INCREASES AFTER THE DATE YOUR OLD OPTIONS ARE CANCELLED, YOUR
CANCELLED OLD OPTIONS MIGHT HAVE BEEN WORTH MORE THAN THE NEW OPTIONS THAT YOU
RECEIVED IN EXCHANGE FOR THEM.

         We cannot predict the exercise price of the New Options, but we must
grant the New Options with an exercise price based on the closing price of
Brooks stock on the Regrant Date. As a result, the New Options may have a higher
exercise price than some or all of your current options. For example, if you
surrender and we cancel Old Options with a $21 exercise price, and then Brooks'
stock appreciates to $25 by the Regrant Date, your New Options will have a
higher exercise price than the cancelled Old Options.

IF YOU ELECT TO EXCHANGE ANY OLD OPTIONS, YOU WILL RECEIVE FEWER SHARES UNDER
THE NEW OPTIONS THAN YOU HAD UNDER THE CANCELLED OLD OPTIONS.

         Each eligible employee who accepts the Offer will receive, in exchange
for his or her Old Options that are accepted for exchange and cancelled, that
number of New Options determined based on the exercise price of the Old Options
as follows:



                                              EXCHANGE RATIOS
EXERCISE PRICE OF OLD OPTIONS     (# NEW OPTIONS RECEIVED FOR OLD OPTIONS)
- ---------------------------------------------------------------------------
                               
Greater than $100.00                   1 new option for 15 old options
- ---------------------------------------------------------------------------
$50.00-$99.99                         1 new option for 5 old options
- ---------------------------------------------------------------------------
$30.00-$49.99                          1 new option for 2 old options
- ---------------------------------------------------------------------------
$20.00-$29.99                          1 new option for 1.5 old options
- ---------------------------------------------------------------------------
Less than $20.00                       Not eligible to participate


         For example, if your Old Options had an exercise price of $40.00
covering 1,000 shares, your new option will cover 500 shares.

         We will not issue any New Options exercisable for fractional shares.
Instead, we will round the New Options down to the nearest whole number of
shares with respect to each option grant. For example, if you

                                       13



surrendered 500 Old Options at an original exercise price of $25, the exact
mathematics would result in 333.333 New Options (500 divided by 1.5). However,
you would only receive 333 New Options.

IF YOU ELECT TO EXCHANGE OPTIONS, YOUR NEW OPTIONS MAY EXPIRE SOONER THAN YOUR
OLD OPTIONS WOULD HAVE EXPIRED HAD YOU ELECTED NOT TO PARTICIPATE IN THIS OFFER.

         Your New Options will have a term that is six months longer than the
term of your Old Options, but in no event will the new term exceed seven years
from the Regrant Date. If your Old Options had a term longer than seven years,
the New Options may expire before your Old Options would have expired.

IF YOUR EMPLOYMENT TERMINATES FOR ANY REASON PRIOR TO THE REGRANT DATE, YOU WILL
NOT RECEIVE NEW OPTIONS OR THE RETURN OF YOUR CANCELLED OLD OPTIONS.

         Once your Old Option is cancelled, you will no longer have any rights
with respect to it. Accordingly, if your employment terminates for any reason
(whether you resign, are fired, are laid off, or for any other reason) prior to
the Regrant Date, you will have the benefit of neither the cancelled Old Options
nor the New Options. The Offer is not a guarantee of employment for any period.
Your employment with Brooks remains "at-will" and may be terminated at any time
by either you or Brooks, with or without cause or notice, subject only to the
provisions of the laws of your country of residence.

IF YOUR EMPLOYMENT TERMINATES FOR ANY REASON BETWEEN THE REGRANT DATE AND SIX
MONTHS LATER YOU WILL NOT BE ABLE TO EXERCISE ANY OF YOUR NEW OPTIONS.

         New Options will not begin to vest until at least six months after the
Regrant Date (in other words, not until on or soon after April 16, 2004). As a
result, even though you will have received the New Options by that date, if you
leave Brooks for any reason prior to approximately April 16, 2004 (or later if
we extend the Offer period), none of the New Options will have vested for you to
exercise.

IF WE ENGAGE IN A STRATEGIC TRANSACTION PRIOR TO THE REGRANT DATE, IT MAY EFFECT
THE PRICE OF OUR SHARES, AND CONSEQUENTLY THE EXERCISE PRICE OF THE NEW OPTIONS.

         If Brooks were to engage in a strategic transaction it could
significantly affect the price of our shares. If we engage in such a transaction
or transactions before we grant the New Options, our shares could increase (or
decrease) in value, and the exercise price of the New Options could be higher
(or lower) than the exercise price of Old Options you elect to have cancelled as
part of this Offer. You will be at risk of any such increase in our share price
before the grant date of the New Options for these or any other reasons.
Additionally, if we were to engage in a strategic transaction as a result of
which there could be further reductions in force before the Regrant Date, you
might not receive New Options.

IF WE ARE PROHIBITED BY APPLICABLE LAW OR REGULATIONS FROM GRANTING THE NEW
OPTIONS, YOU WILL RECEIVE NEITHER THE NEW OPTIONS NOR THE RETURN OF YOUR
CANCELLED OLD OPTIONS.

         We will not grant any New Options to you if we are prohibited by
applicable law or regulations from doing so. Such a prohibition could result
from changes in foreign laws, SEC rules, regulations or policies or Nasdaq
listing requirements. We are unaware of any such prohibition at this time, and
we will use reasonable efforts to effect the grant, but if the grant is
prohibited as of the date of grant we will not grant you New Options and you
will not receive any other compensation for the options you tendered. We do not
anticipate any such prohibitions and are referring to the possibility in an
abundance of caution.

                                       14



2.       TAX RISKS RELATED TO EXCHANGE

EVEN IF YOU ELECT NOT TO PARTICIPATE IN THE OPTION EXCHANGE PROGRAM, INCENTIVE
STOCK OPTIONS OF U.S. TAXPAYERS COULD BE ADVERSELY AFFECTED.

         We believe that you will not be subject to current U.S. federal income
tax if you do not elect to participate in the option exchange program. We also
believe that the option exchange program will not change the U.S. federal income
tax treatment of subsequent grants and exercises of your incentive stock options
(and sales of shares acquired upon exercises of such options) if you do not
participate in this Offer to exchange options. However, the IRS may characterize
this Offer to exchange options as a "modification" of those incentive stock
options, even if you decline to participate. In 1991, the IRS issued a private
letter ruling in which another company's option exchange program was
characterized as a "modification" of all of the incentive stock options that
could be exchanged. This does not necessarily mean that our Offer to exchange
options will be viewed the same way. Private letter rulings given by the IRS
contain the IRS's opinion regarding only the specific facts presented by a
specific person or company. The person or company receiving the letter may rely
on it, but no other person or company may rely on the letter ruling, or assume
the same opinion would apply to their situation, even if the facts at issue are
similar to those in the letter. While such letters do not provide certainty,
they may indicate how the IRS will view a similar situation. We, therefore, do
not know if the IRS will assert the position that our Offer constitutes a
"modification" of incentive stock options that are eligible for exchange but are
not tendered. A successful assertion by the IRS of this position could extend an
incentive stock option's holding period necessary to qualify for favorable tax
treatment. Accordingly, to the extent you dispose of your incentive stock option
shares prior to the expiration of the new extended holding period, the tax
treatment of your incentive stock option could be similar to that of a
non-qualified stock option.

CANADIAN TAXPAYERS COULD BE SUBJECT TO IMMEDIATE TAX UPON RECEIPT OF NEW
OPTIONS.

         Because the strike price under the new options will be equal to the
closing price of the Brooks common stock on the date of grant of the new options
(and not on the date of cancellation of the old options), it is possible that
the requirements for tax deferred treatment in Canada will not be met. In
particular, if the closing price of the Brooks common stock on the date of grant
of the new options is less than the value of the Brooks shares immediately after
cancellation of the old options (or, in other words, if the Brooks common stock
declines in value between the cancellation of the old options and the grant of
the new options), the requirements for tax deferred treatment in Canada will
generally not be met, and the cancellation of old options in exchange for
Brooks' promise to grant new options will then generally be a taxable event. In
any such case, holders should contact their own tax advisors for guidance as to
the appropriate manner in which to calculate the amount, if any, of employment
income to be reported in connection with the exchange. Please see Section 23 for
more information about Canadian tax consequences.

         WE STRONGLY RECOMMEND THAT YOU CONSULT WITH YOUR PERSONAL TAX ADVISOR
PRIOR TO PARTICIPATING IN THE OPTION EXCHANGE PROGRAM.

3.       BUSINESS-RELATED RISKS

         For a description of risks related to Brooks' business, please see the
risk factors beginning on Page 32 of our Annual Report on Form 10-K for the
fiscal year ended September 30, 2002 and the risk factors beginning on Page 36
of our Quarterly Report on Form 10-Q for the quarter ended December 31, 2002.

                                       15



                                    THE OFFER

1.       ELIGIBILITY

         a.       PERSONS ELIGIBLE TO PARTICIPATE

         All employees of Brooks or its majority-owned subsidiaries are eligible
to participate in this Offer, provided that they remain employed from March 13,
2003, the date this Offer begins, through April 11, 2003, the date the Offer
ends. However, any consultants holding options and the directors and executive
officers of Brooks listed on Schedule A to the Offer to Exchange are not
eligible to participate. In addition, in order to receive New Options, you must
be an eligible employee as of the March 13, 2003 commencement date of this
Offer, and remain an eligible employee as of the Regrant Date, which is expected
to be on or soon after October 16, 2003 (unless we extend the Offer). In
addition, if you leave Brooks for any reason after the Regrant Date, but before
the date which is six months after the Regrant Date, none of your New Options
will have vested and you will have no New Options that you can exercise. Those
options that you choose not to surrender for participation in this program will
be governed by the terms of your existing stock option agreement and the option
plan that governs it.

         If you work or reside in Canada, then for purposes of receiving the New
Option, your employment with Brooks or one of our subsidiaries will be
considered to have been terminated on the earlier of (i) the date your
employment with Brooks or a majority-owned subsidiary actually terminates, or
(ii) the date your employer informs you in writing that your employment has been
terminated by Brooks Automation, Inc., or a majority-owned subsidiary.

         b.       OPTIONS ELIGIBLE TO BE SURRENDERED FOR EXCHANGE

         Options which satisfy all of the following criteria (called "Old
Options") will be eligible to be exchanged for New Options:

                  -    The options must be outstanding and unexercised at the
                       time you tender them;

                  -    The options must have been granted prior to October 10,
                       2002;

                  -    The exercise price of the options must be greater than or
                       equal to $20.00 per share;

                  -    The options must not expire before April 16, 2004; and

                  -    The options must have been granted under one of the
                       option plans that are participating in this Offer, as
                       listed in Section 1c below.

         While this Offer extends only to Old Options eligible to be surrendered
as described above, outstanding options granted on or after October 10, 2002,
regardless of exercise price, will be automatically cancelled by Brooks if you
elect to exchange eligible Old Options. Options granted on or after October 10,
2002, while cancelled, will not be eligible to participate in the program, and
no New Options will be received by you under any circumstances for those
options. Additionally, if you exercise any option granted on or after October
10, 2002 following the commencement of the Offer, you will cease to be eligible
to participate in the Offer.

         c.       OPTION PLANS THAT ARE PARTICIPATING IN THIS OFFER

         Stock options granted pursuant to the following stock option plans
(collectively referred to in this Offer to Exchange as the "Option Plans") are
eligible for participation in this Offer:

                  -    the Brooks Automation, Inc. 2000 Combination Stock Option
                       Plan (the "Brooks 2000 Plan");

                                       16



                  -    the Brooks Automation, Inc. 1998 Employee Equity
                       Incentive Plan (the "Brooks 1998 Plan");

                  -    the Brooks Automation, Inc. 1992 Combination Stock Option
                       Plan;

                  -    the FASTech Integration, Inc. 1998 Stock Plan;

                  -    the FASTech Integration, Inc. 1988 Stock Plan;

                  -    the PRI Automation, Inc. 1994 Incentive and Non-Qualified
                       Stock Option Plan;

                  -    the PRI Automation, Inc. 2000 Stock Option Plan;

                  -    the PRI Automation, Inc. 1997 Non-Incentive Stock Option
                       Plan;

                  -    the Promis Systems Corporation Ltd. Amended and Restated
                       Stock Option Plan; and

                  -    the Equipe Technologies Non-Statutory Stock Option
                       Agreement;

         d.       OPTION PLANS NOT ELIGIBLE TO PARTICIPATE

         Stock options granted pursuant to the following stock option plans will
not be affected in any way, and are not eligible to participate in this Offer:

                  -    1993 Non-Employee Director Stock Option Plan;

                  -    Progressive Technologies, Inc. 1991 Stock Option and
                       Stock Purchase Plan;

                  -    Interval Logic Corporation Stock Option Plan; and

                  -    Commotion Technology, Inc. Flexible Stock Incentive Plan.

2.       WHAT YOU MAY CHOOSE TO EXCHANGE; EXCHANGE RATIO

         a.       EXCHANGE ON GRANT BY GRANT BASIS; NO SPLITTING OF GRANTS

         Employees holding options eligible for exchange as described in Section
1 may, subject to the terms and conditions of the Offer, surrender for exchange
all or none of the unexercised options covered by a particular option grant. We
will not accept tenders for portions of the shares subject to a particular
option grant. However, you may tender the remaining portion of an Old Option
that you have partially exercised.

         For example and except as otherwise described below, if you hold (1) an
option to purchase 1,000 shares at $35.00 per share, 700 of which you have
already exercised, (2) an option to purchase 1,000 shares at an exercise price
of $45.00 per share none of which have been exercised and (3) an option to
purchase 2,000 shares at an exercise price of $50.00 per share none of which
have been exercised, you may tender:

                  -    none of your options;

                  -    options with respect to the 300 remaining unexercised
                       shares under the first option grant;

                  -    options with respect to all 1,000 shares under the second
                       option grant;

                  -    options with respect to all 2,000 shares under the third
                       option grant;

                                       17



                  -    options with respect to two of the three option grants;
                       or

                  -    all options under all three of the option grants.

         However, you may not tender options with respect to only 150 shares (or
any other partial amount) under the first option grant or less than all of the
shares under the second and third option grants.

         You can confirm which of your options are eligible for exchange by
consulting your option statement, which is located on-line by accessing your
E*Trade OptionsLink account. For each of your grants, your E*Trade Optionslink
account will indicate the option grant date, the unique grant number identifying
each grant, the number of shares granted, the exercise price and the expiration
date.

         b.       AUTOMATIC CANCELLATION OF CERTAIN OPTIONS

         If you tender any option grant for exchange, you will automatically be
deemed to have tendered for cancellation all option grants that you received on
or after October 10, 2002 and you will receive no options under the post-October
10, 2002 grant on the Regrant Date. For example, if you received an option grant
in May 2000 and a grant in November 2002 and you want to tender your May 2000
option grant, your November 2002 grant will automatically be deemed to have been
cancelled, regardless of the exercise price of those options, and you will
receive nothing in exchange for those options. Additionally, if you exercise any
option granted on or after October 10, 2002 following the commencement of the
Offer, you will cease to be eligible to participate in the Offer.

         c.       EXCHANGE RATIO

         Each eligible employee who accepts the Offer will receive, in exchange
for his or her Old Options that are accepted for exchange and cancelled, that
number of New Options determined based on the exercise price of the Old Option
as follows:



                                               EXCHANGE RATIOS
EXERCISE PRICE OF OLD OPTIONS     (# NEW OPTIONS RECEIVED FOR OLD OPTIONS)
- ---------------------------------------------------------------------------
                               
Greater than $100.00                   1 new option for 15 old options
- ---------------------------------------------------------------------------
$50.00-$99.99                       1 new option for 5 old options
- ---------------------------------------------------------------------------
$30.00-$49.99                          1 new option for 2 old options
- ---------------------------------------------------------------------------
$20.00-$29.99                          1 new option for 1.5 old options
- ---------------------------------------------------------------------------
Less than $20.00                       Not eligible to participate


         We will not issue any New Options exercisable for fractional shares.
Instead, we will round the New Options down to the nearest whole number of
shares with respect to each option grant. For example, if you surrendered a
grant for 500 Old Options at an original exercise price of $25, the exact
mathematics would result in 333.333 New Options (500 divided by 1.5). However,
you would only receive 333 New Options.

         Options that you do not tender for exchange or that we do not accept
for exchange retain their current exercise price and current vesting schedule
and remain outstanding until you exercise them or they expire by their terms.

3.       TIMING AND PROCEDURES FOR SURRENDERING OPTION GRANTS FOR EXCHANGE

         a.       DURATION OF OFFER, EXPIRATION DATE; CHANGES

         This Offer shall remain open until 6:00 p.m., Eastern Daylight Time,
on April 11, 2003, unless and until we, in our discretion, have extended the
period of time during which the Offer will remain open. The term

                                       18



"Expiration Date" refers to the latest time and date at which the Offer,
including any extension, expires. See Section 27 of this Offer to Exchange for a
description of our rights to extend, delay, terminate and amend the Offer.

         If we decide to take any of the following actions, we will publish
notice or otherwise inform you in writing of such action:

             -    we increase or decrease the amount of consideration offered
                  for the Old Options,

             -    we decrease the number of options eligible to be tendered in
                  the Offer, or

             -    we increase the number of options eligible to be tendered in
                  the Offer by an amount that exceeds 2% of the shares issuable
                  upon exercise of the options that are subject to the Offer
                  immediately prior to the increase.

         If the Offer is scheduled to expire at any time earlier than the tenth
business day from, and including, the date that notice of the increase or
decrease is first published, sent or given in the manner specified in Section 27
of this Offer to Exchange, we will extend the Offer so that the Offer is open at
least ten business days following the publication, sending or giving of notice.

         We will also notify you of any other material change in the information
contained in this Offer to Exchange.

         For purposes of the Offer, a "business day" means any day other than a
Saturday, Sunday or U.S. federal holiday and consists of the time period from
12:01 a.m. through 12:00 midnight, Eastern Daylight Time.

         b.       PROPER TENDER OF OPTIONS

         To validly tender your options for exchange in response to this Offer,
you must properly complete the Election Form, sign and date it, and deliver it
by mail, courier, hand delivery or fax so that it is received not later than
6:00 p.m. Eastern Daylight Time on April 11, 2003 (or no later than the new
Expiration Date if we extend the Offer period) at:

                                    Office of the Treasurer
                                    Brooks Automation, Inc.
                                    15 Elizabeth Drive
                                    Chelmsford, MA  01824
                                    ATTN: Lynda Avallone
                                    Fax: (978) 262-1515

         THE DELIVERY OF ALL DOCUMENTS, INCLUDING ELECTION FORMS AND ANY NOTICES
TO WITHDRAW FROM THE OFFER AND ANY OTHER REQUIRED DOCUMENTS, IS AT YOUR RISK. IN
ALL CASES YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY.

         You should also deliver the stock option agreements for the options you
are tendering for exchange.

         The Election Form must be signed and dated and must specify:

         -    the name of the option holder who tendered the options;

         -    the grant number of each option to be tendered;

         -    the grant date of each option to be tendered;

                                       19



         -    the exercise price of each option to be tendered; and

         -    the total number of unexercised option shares subject to each
              option to be tendered.

         c.       DETERMINATION OF VALIDITY; REJECTION OF OPTIONS; WAIVER OF
DEFECTS; NO OBLIGATION TO GIVE NOTICE OF DEFECTS

         We will determine, in our discretion, all questions as to the form of
documents and the validity, form, eligibility, including time of receipt, and
acceptance of any tender of options. Our determination of these matters will be
final and binding on all parties. We reserve the right to reject any or all
tenders of options that we determine are not in appropriate form or that we
determine are unlawful to accept. Otherwise, we will accept properly and timely
tendered options that are not validly withdrawn. We also reserve the right to
waive any of the conditions of the Offer or any defect or irregularity in any
tender of any particular options or for any particular option holder. No tender
of options will be deemed to have been properly made until all defects or
irregularities have been cured by the tendering option holder or waived by us.
Neither we nor any other person is obligated to give notice of any defects or
irregularities in tenders, nor will anyone incur any liability for failure to
give any notice. This is a one-time Offer, and we will strictly enforce the
Offer period, subject only to an extension which we may grant in our sole
discretion.

         d.       OUR ACCEPTANCE CONSTITUTES AN AGREEMENT

         Your tender of options pursuant to the procedures described above
constitutes your acceptance of the terms and conditions of the Offer. OUR
ACCEPTANCE FOR EXCHANGE OF YOUR OPTIONS TENDERED BY YOU THROUGH THE OFFER WILL
CONSTITUTE A BINDING AGREEMENT BETWEEN BROOKS AND YOU UPON THE TERMS AND SUBJECT
TO THE CONDITIONS OF THE OFFER.

         Subject to our rights to extend, terminate and amend the Offer, we
currently expect that within a few business days after the Expiration Date we
will accept all properly tendered options that have not been validly withdrawn.

4.       WITHDRAWAL RIGHTS AND CHANGE OF ELECTION

         You may only withdraw your tendered options or change your election in
accordance with the provisions of this Section.

         You may withdraw your tendered options at any time before 6:00 p.m.,
Eastern Daylight Time, on April 11, 2003. If we extend the Offer beyond that
time, you may withdraw your tendered options at any time until the Expiration
Date of the Offer as so extended. In addition, if we have not accepted your
tendered options for exchange by 6:00 p.m., Eastern Daylight Time, on May 8,
2003, you may withdraw your tendered options at any time after May 8, 2003.

         To validly withdraw tendered options, you must properly complete the
Notice to Withdraw from the Offer, sign and date it, and deliver it by mail,
courier, hand delivery or fax so that it is received not later than 6:00 p.m.
Eastern Daylight Time on April 11, 2003 (or no later than the new Expiration
Date if we extend the Offer period) at:

                                       20



                                    Office of the Treasurer
                                    Brooks Automation, Inc.
                                    15 Elizabeth Drive
                                    Chelmsford, MA  01824
                                    ATTN: Lynda Avallone
                                    Fax: (978) 262-1515

         To validly change your election regarding the exchange of particular
option grants, you must deliver a new Election Form in accordance with the
procedures listed in Section 3 above. If you deliver a new Election Form that is
properly completed, signed and dated, it will replace any previously submitted
Election Form, which will be disregarded. Any options that were tendered
pursuant to any previously submitted Election Form will be withdrawn and
replaced by the options tendered in the most recently submitted Election Form.

         If you change your election regarding the tender of some option grants,
your continued participation in the Offer for any Old Options means that Brooks
will still automatically cancel all grants received on or after October 10,
2002, and you will still not receive any New Options for any grants received on
or after October 10, 2002.

         Except as described in the following sentence, the Notice to Withdraw
from the Offer and any new or amended Election Form must be executed by the
option holder who tendered the options to be withdrawn exactly as the option
holder's name appears on the stock option agreement that you have returned to
us. If the signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, or another person acting in a fiduciary or representative
capacity, the signer's full title and proper evidence of the authority of such
person to act in that capacity must be indicated on the Notice to Withdraw, or
any new or amended Election Form.

         If, after withdrawing from the Offer, you decide to participate in the
program after all, it is not enough to simply cancel your withdrawal, even if
you are planning to tender the same options that you originally planned to
tender in your old Election Form. Instead, you must submit a new Election Form
by following the procedures described in Section 3.

         Neither we nor any other person is obligated to give notice of any
defects or irregularities in any Notice to Withdraw from the Offer or any new or
amended Election Form, nor will anyone incur any liability for failure to give
any notice. We will determine, in our discretion, all questions as to the form
and validity, including time of receipt, of any Notices to Withdraw from the
Offer and any new or amended Election Forms. Our determination of these matters
will be final and binding.

5.       ACCEPTANCE OF OPTIONS FOR EXCHANGE AND CANCELLATION; ISSUANCE OF NEW
OPTIONS

         Within a few business days following the Expiration Date, we will
accept for exchange and cancel options timely and properly tendered and not
validly withdrawn. From the time the options are cancelled (the "Cancellation
Date"), you will no longer have any rights with respect to those options. You
will be granted New Options on or soon after the first business day that is at
least six months and one day after the Cancellation Date. In addition, any
option grants that you may have received on or after October 10, 2002,
regardless of the exercise price, will be automatically cancelled by us and you
will not receive any New Options for those post-October 10, 2002 options.

         We will communicate our acceptance of properly tendered options to the
option holders by interoffice memorandum or e-mail. This communication will
indicate that you will receive the appropriate number of New Options, determined
based on the exchange ratio described in Section 2 above, provided that you
remain an eligible employee on the Regrant Date. Subject to our rights to
extend, terminate and amend the Offer, we currently expect that we will accept
all properly tendered options that are not validly withdrawn within a few
business days after the Expiration Date.

         Thus, subject to the terms and conditions of this Offer, if your
options are properly tendered by April 11, 2003 (the scheduled Expiration Date
of the Offer) and are accepted for exchange and cancelled within a few

                                       21



business days thereafter, you will be granted New Options on or soon after
October 16, 2003. If the Expiration Date is extended or the Cancellation Date is
delayed, then the Regrant Date will be similarly delayed.

         All New Options will be issued under either the Brooks 2000 Plan or the
Brooks 1998 Plan. If you choose to exchange Old Options that were originally
granted under the Brooks 2000 Plan, then your New Options will be granted to you
from the Brooks 2000 Plan. If you choose to exchange options that were
originally granted under the Brooks 1998 Plan, then your New Options will be
granted to you from the Brooks 1998 Plan. If you choose to exchange options that
were originally granted from any other Option Plans involved in the Offer, your
New Options will be granted from either the Brooks 2000 Plan or the Brooks 1998
Plan. The New Options will be subject to the terms and conditions of the plan
under which they are issued and to a new option agreement between you and us.
Eligible employees who were granted options under any of the other Option Plans
from which Old Options may be surrendered should note that because they will be
granted New Options under either the Brooks 2000 Plan or Brooks 1998 Plan and
the form of option agreements thereunder, the terms and conditions of any New
Option they receive may differ from the terms and conditions of the Old Options
they surrender.

         The New Options will have a vesting period which effectively adds an
additional period to the original vesting schedule of the Old Options for which
they were exchanged. See Sections 12g and 13f.

         The number of shares covered by the New Options will be based upon the
exchange ratio described in Section 2 and will be subject to adjustments for any
future stock splits, stock dividends and similar events in accordance with the
plan under which they are issued.

         In order to receive New Options pursuant to this Offer, you must
continue to be an employee of Brooks or a majority-owned subsidiary as of the
Regrant Date. If, for any reason, you are not an employee of Brooks or a
majority-owned subsidiary on the Regrant Date, you will not receive any New
Options or other compensation in exchange for your tendered options which have
been cancelled pursuant to this Offer. If, for any reason, you are not an
employee of Brooks or a majority-owned subsidiary six months after the Regrant
Date, you will not be able to exercise any of the New Options you receive.

         If you are a United States employee and your cancelled Old Options were
incentive stock options, your New Options will be in a form intended to be
incentive stock options to the extent they qualify under the Internal Revenue
Code of 1986, as amended. If you are a United States employee and your cancelled
stock options were non-qualified stock options, your New Options will be
non-qualified stock options. For options to qualify as incentive stock options
under the current U.S. tax laws, the value of shares subject to options that
first become exercisable by the option holder in any calendar year cannot exceed
$100,000, as determined using the option exercise price. The excess value is
deemed to be a non-qualified stock option.

         If you are not a resident employee of the United States, your New
Options will be granted as non-qualified stock options under U.S. tax law. See
Section 22-26 for discussion of certain foreign tax consequences.

         If we accept Old Options you tender in the Offer, you will be eligible
for future option grants, but not until after the Regrant Date, which is
expected to be on or soon after October 16, 2003. Brooks does not anticipate
that there will be any option grants made to a significant number of existing
employees prior to the Regrant Date although there could be options granted to
new hires.

6.       PURPOSE OF THE OFFER; PLANS OR PROPOSALS

         The Offer provides an opportunity for us to Offer our eligible
employees an incentive to stay with Brooks which potentially may have more value
than the options they presently hold. Some of our outstanding options, whether
or not they are currently exercisable, have exercise prices that are
significantly higher than the current market price of our shares. By making this
Offer to Exchange outstanding Old Options for New Options that will

                                       22



have an exercise price at least equal to the market value of the Brooks common
stock on the Regrant Date, we intend to provide our eligible employees with the
benefit of owning options that over time may have a greater potential to
increase in value. However, because we will not grant New Options until at least
six months and one day after the date we cancel the Old Options accepted for
exchange, there is a risk that the New Options may have a higher exercise price
than some or all of our current outstanding options.

         Our promise to grant you New Options is intended to be a binding
commitment, subject to the various conditions described in this Offer to
Exchange. It is our intent that if we are acquired or involved in a similar
transaction before the New Option is granted, any successor to our company will
be legally bound by that commitment. For a discussion of the impact of any
change of control transaction prior to the grant of New Options, see Section 9.

         Except as otherwise disclosed in this Offer to Exchange or in our
filings with the Securities and Exchange Commission, we presently have no plans
or proposals that relate to or would result in:

             -    any extraordinary transaction, such as a merger,
                  consolidation, reorganization or liquidation, involving us or
                  any of our subsidiaries;

             -    any purchase, sale or transfer of a material amount of our
                  assets or any of our subsidiaries;

             -    any material change in our present dividend rate or policy, or
                  our indebtedness or capitalization;

             -    any change in our present Board of Directors or management,
                  including a change in the number or term of directors or to
                  fill any existing board vacancies or to change any executive
                  officer's material terms of employment;

             -    any other material change in our corporate structure or
                  business;

             -    our common stock being delisted from a national securities
                  exchange or not being authorized for quotation in an automated
                  quotation system operated by a national securities association

             -    our common stock becoming eligible for termination of
                  registration pursuant to Section 12(g)(4) of the Securities
                  Exchange Act;

             -    the suspension of our obligation to file reports pursuant to
                  Section 15(d) of the Securities Exchange Act; or

             -    the acquisition by any person of an amount of our securities
                  or the disposition of an amount of any of our securities, or
                  any change in charter or bylaws, or any actions which may
                  impede the acquisition of control of us by any person.

         Neither we nor our Board of Directors makes any recommendation as to
whether you should tender or not tender your Old Options, nor have we authorized
any person to make any such recommendation. You are urged to evaluate carefully
all of the information in this Offer to Exchange, the Frequently Asked
Questions, the Election Form, and the Notice to Withdraw from the Offer and to
consult your own investment and tax advisors. Bearing the risks of this Offer in
mind, you must make your own decision whether or not to tender any of your Old
Options for exchange.

7.       CONDITIONS TO THE OFFER

         Notwithstanding any other provision of the Offer, we will not be
required to accept any options tendered for exchange, and we may terminate or
amend the Offer, or postpone our acceptance and cancellation of any options
tendered for exchange, in each case, subject to Rule 13e-4(f)(5) under the
Securities Exchange Act, if at any time on

                                       23



or after March 13, 2003, and prior to the Expiration Date, any of the following
events has occurred, or has been determined by us to have occurred, and, in our
reasonable judgment in any case and regardless of the circumstances giving rise
to the event, the occurrence of such event or events makes it inadvisable for us
to proceed with the Offer or with such acceptance and cancellation of options
tendered for exchange:

         -    there shall have been threatened or instituted or be pending any
              action or proceeding by any governmental, regulatory or
              administrative agency or authority that directly or indirectly
              challenges the making of the Offer, the acquisition of some or all
              of the tendered options pursuant to the Offer, or the issuance of
              New Options, or otherwise relates in any manner to the Offer, or
              that, in our reasonable judgment, could materially and adversely
              affect our business, condition, income, operations or prospects or
              materially impairs, (such as by increasing the accounting or other
              costs of the Offer to Brooks) the contemplated benefits of the
              Offer to Brooks where the contemplated benefits include the
              opportunity for us to align employee and stockholder interests and
              Offer eligible employees a valuable incentive to stay with Brooks
              and to achieve high levels of performance;

         -    there shall have been any action threatened, pending or taken, or
              approval withheld, or any statute, rule, regulation, judgment,
              order or injunction threatened, proposed, sought, promulgated,
              enacted, entered, amended, enforced or deemed to be eligible to
              the Offer or Brooks, by any court or any authority, agency or
              tribunal that, in our reasonable judgment, would or might directly
              or indirectly:

              (1) make the acceptance for exchange of, or issuance of New
                  Options for, some or all of the tendered Old Options illegal
                  or otherwise restrict or prohibit consummation of the Offer or
                  that otherwise relates in any manner to the Offer;

              (2) delay or restrict our ability, or render us unable, to accept
                  for exchange, or issue New Options for, some or all of the
                  tendered Old Options;

              (3) materially impair (such as by increasing the accounting or
                  other costs of the Offer to Brooks) the contemplated benefits
                  of the Offer to Brooks where the contemplated benefits include
                  the opportunity for us to align employee and stockholder
                  interests and Offer eligible employees a valuable incentive to
                  stay with Brooks and to achieve high levels of performance; or

              (4) materially and adversely affect Brooks' business, condition,
                  income, operations or prospects or materially impair the
                  contemplated benefits of the Offer to Brooks;

         -    there shall have occurred any change, development, clarification
              or position taken in generally accepted accounting standards that
              could or would require us to record compensation expense against
              our earnings in connection with the Offer for financial reporting
              purposes;

         -    a tender or exchange Offer for some or all of our shares, or a
              merger of or acquisition proposal for Brooks, shall have been
              proposed, announced or made by another person or entity or shall
              have been publicly disclosed; or

         -    any change or changes shall have occurred in Brooks' business,
              condition, assets, income, operations, prospects or stock
              ownership that, in our reasonable judgment, is or may be material
              to Brooks or may materially impair the contemplated benefits of
              the Offer to Brooks.

         While the option exchange program is for the mutual benefit of both the
employees and Brooks, the conditions to Brooks' obligations set forth in this
Offer to Exchange and the other external conditions necessary to fulfill the
terms of the Offer are for Brooks' benefit. We may assert them in our
discretion, regardless of the circumstances giving rise to them at any time
prior to the Expiration Date. We may waive them, in whole or in part, at any
time and from time to time prior to the Expiration Date, in our discretion,
whether or not we waive any other condition to the Offer. Our failure at any
time to exercise any of these rights will not be deemed a waiver of any such
rights. The waiver of any of these rights with respect to particular facts and
circumstances will not be deemed a waiver with respect to any other facts and
circumstances. Any determination we make concerning the events described in this
Section 7 will be final and binding upon all persons.

                                       24



8.       PRICE RANGE OF SHARES UNDERLYING THE OPTIONS

         The shares underlying your options are currently traded on the Nasdaq
National Market under the symbol "BRKS". The following table shows, for the
periods indicated, the high and low sales prices per share of our common stock
as reported by the Nasdaq National Market.



                                                                         HIGH            LOW
                                                                        -------        -------
                                                                                 
FISCAL YEAR ENDED SEPTEMBER 30, 2002
   First Quarter                                                        $ 43.24        $ 25.22
   Second Quarter                                                       $ 51.21        $ 41.72
   Third Quarter                                                        $ 44.70        $ 23.71
   Fourth Quarter                                                       $ 25.76        $ 11.22
FISCAL YEAR ENDED SEPTEMBER 30, 2001
   First Quarter                                                        $ 31.25        $ 20.25
   Second Quarter                                                       $ 44.39        $ 27.56
   Third Quarter                                                        $ 62.61        $ 35.45
   Fourth Quarter                                                       $ 52.25        $ 26.59


         As of March 11, 2003, the closing price of our common stock, as
reported by the Nasdaq National Market, was $8.96 per share.

         WE RECOMMEND THAT YOU EVALUATE CURRENT MARKET QUOTES FOR OUR COMMON
STOCK, AMONG OTHER FACTORS, BEFORE DECIDING WHETHER OR NOT TO TENDER YOUR
OPTIONS.

9.       EFFECT OF A CHANGE OF CONTROL PRIOR TO THE GRANTING OF NEW OPTIONS.

         If Brooks were to engage in a strategic transaction, it could
significantly affect the price of our shares. If we engage in such a transaction
or transactions before we grant the New Options, our shares could increase (or
decrease) in value, and the exercise price of the New Options could be higher
(or lower) than the exercise price of Old Options you elect to have cancelled as
part of this Offer. The exercise price of a New Option granted to you in return
for your tendered options will be the fair market value of the underlying shares
on the Regrant Date, which may effectively yield little or no benefit. You will
be at risk of any such increase in our share price before the Regrant Date for
these or any other reasons. For example, if our common stock was acquired in a
cash merger, the fair market value of our common stock, and hence the price at
which we grant the New Option, would likely be at a price at or near the cash
price being paid for our common stock in the transaction, yielding limited or no
financial benefit to a recipient of the New Option for that transaction.

         Our promise to grant you New Options is intended to be a binding
commitment. It is our intent that if we are acquired or involved in a similar
transaction before the New Option is granted, any successor to our company will
be legally bound by that commitment. In the case of such a transaction, the New
Option would still be granted on the Regrant Date, but they could be options to
purchase the shares of the surviving or acquiring corporation. The exercise
price would be equal to the fair market value of the surviving company's stock
on the date of grant.

10.      SOURCE AND AMOUNT OF CONSIDERATION

         We will issue New Options to purchase shares of common stock under
either our Brooks 2000 Plan or Brooks 1998 Plan in exchange for the outstanding
Old Options properly tendered and accepted for exchange by us, which will be
cancelled.

         Each eligible employee who accepts the Offer will receive, in exchange
for his or her Old Options that are accepted for exchange and cancelled, that
number of New Options determined based on the exercise price of the Old Option
as set forth in Section 2 above. The exercise price of the New Options will be
the fair market value of the underlying Brooks common stock on the Regrant Date.

                                       25





         There are approximately 4,522,815 Old Options eligible for surrender
and exchange. If all Old Options eligible for exchange are tendered, subject to
the terms and conditions of this Offer we would be obligated to grant New
Options to purchase a maximum of approximately 2,600,000 shares of common stock.

11.      TERMS OF NEW OPTIONS

         The New Options will be granted under either our Brooks 2000 Plan or
Brooks 1998 Plan. A new option agreement will be entered into between Brooks and
each option holder who has tendered options in the Offer for every new option
granted. If you choose to exchange Old Options that were originally granted
under the Brooks 2000 Plan, then your New Options will be granted to you from
the Brooks 2000 Plan. If you choose to exchange Old Options that were originally
granted under the Brooks 1998 Plan, then your New Options will be granted to you
from the Brooks 1998 Plan. If you choose to exchange options that were
originally granted from any other Option Plan involved in the Offer, your New
Options will be granted from either the Brooks 2000 Plan or the Brooks 1998
Plan. Eligible employees who were granted options under the other Option Plans
should note that because they will be granted New Options under either the
Brooks 2000 Plan or the Brooks 1998 Plan and the form of option agreements
thereunder, the terms and conditions of any New Option grant they receive may
differ from the terms and conditions of the options they tender. However, it is
our intent that, subject to the conformance with the plan under which they are
granted and the additional vesting requirements, the New Options will not
substantially adversely affect the rights of option holders.

         If your Old Options are incentive stock options, your New Option will
be granted as an incentive stock option. However, one requirement for options to
qualify as incentive stock options under current U.S. tax laws is that the value
of shares subject to options (including those options that were not tendered in
this Offer) that first become exercisable by the option holder in any calendar
year cannot exceed $100,000, as determined using the option exercise price. The
excess value is deemed to be a non-qualified stock option. It is possible that
by participating in this exchange, New Options your receive could exceed this
limit and be treated as non-qualified stock options.

         The New Options will be granted with an exercise price equal to 100% of
fair market value of Brooks stock on the Regrant Date, defined as the closing
price of our common stock on the Nasdaq National Market on that date, which
could be more or less than the exercise price of the Old Options.

         Your new options will expire on the earlier of (i) the date indicated
in the stock option agreement for your cancelled options, plus six months; (ii)
seven years after the regrant date; or (iii) following termination of your
employment with Brooks in accordance with the terms of the relevant option plan.

12.      DESCRIPTION OF BROOKS 2000 PLAN

         a.       GENERAL INFORMATION

         This Prospectus relates to shares of common stock issued upon the
exercise of options granted or that may be granted pursuant to the Brooks 2000
Plan that we established.

         The Brooks 2000 Plan is not a retirement plan qualified under Section
401 of the Internal Revenue Code of 1986, as amended (the "IRC"), and is not
subject to any provisions of the Employment Retirement Income Security Act of
1974, as amended.

         The options to be granted under the Brooks 2000 Plan may consist of
either incentive stock options or non-qualified stock options. The incentive
stock options, but not the non-qualified stock options, are intended to qualify
as incentive stock options under Section 422 of the IRC. To learn about the
income tax consequences that may accrue to option holders and us, see Section
21.

                                       26



         If participants of the Brooks 2000 Plan wish to obtain additional
information about the Brooks 2000 Plan's contents or its administrators, they
are invited to contact us at 15 Elizabeth Drive, Chelmsford, MA 01824, (978)
262-2400.

         b.       PURPOSE

         The purpose of the Brooks 2000 Plan is to attract and retain employees
and provide an incentive for them to help us achieve our long-range performance
goals, and to enable such employees to participate in our long-term growth.

         c.       SECURITIES TO BE OFFERED

         The Brooks 2000 Plan provides that up to 6,000,000 shares of our
common stock may be issued upon the exercise of options granted under the plan,
subject to adjustment for stock splits, stock dividends and similar
transactions. Subject to adjustment, the maximum aggregate number of shares of
the Brooks' common stock for which grants may be made to any single employee
during any fiscal year shall be 500,000 shares. The stock subject to the options
granted may consist in whole or in part of (i) authorized but unissued shares;
(ii) shares previously reserved for issuance upon exercise of options that have
expired or been terminated; or (iii) treasury shares and shares reacquired by us
for the purpose, including shares purchased in the open market. If any options
granted under the Brooks 2000 Plan expire, terminate unexercised, or are
otherwise forfeited, the appropriate corresponding number of shares of common
stock will no longer count towards the 6,000,000 maximum. Instead, such shares
of common stock will again be available to be awarded in another grant under the
Brooks 2000 Plan. However, at no time will the number of shares of common stock
reserved for issuance, including those shares that have become available to be
awarded in another grant, exceed 6,000,000 shares.

         d.       ELIGIBLE PARTICIPANTS

         Except for those persons who have irrevocably elected not to be
eligible, all of our employees (and employees of our affiliates) are eligible to
participate in the Brooks 2000 Plan.

         e.       ADMINISTRATION

         A committee of not less than two non-employee members of our Board of
Directors appointed by the Board to administer the Brooks 2000 Plan, or,
alternatively, our entire Board of Directors, will administer the Brooks 2000
Plan. The Committee shall serve at the pleasure of our Board of Directors, which
may from time to time appoint additional members of the Committee, remove
members and appoint new members in substitution for those previously appointed,
and fill vacancies however caused. A majority of the Committee shall constitute
a quorum and the acts of a majority of the members present at any meeting at
which a quorum is present shall be deemed the action of the Committee. The
Committee may act by unanimous written consent in lieu of a meeting. Subject to
the provisions of the Brooks 2000 Plan, the Committee shall have the authority
and sole discretion to (i) determine those persons eligible to receive options
under the Brooks 2000 Plan; (ii) select those persons to whom options will be
granted under the Brooks 2000 Plan; (iii) determine the number of shares covered
by and the form of the options to be granted; (iv) determine the time or times
when options will be granted; (v) establish the terms and conditions upon which
options may be exercised; (vi) alter any restrictions or conditions upon any
options; and (vii) adopt rules and regulations, establish, define and interpret
any other terms and conditions, and make all other determinations (which may be
on a case-by-case basis) deemed necessary or desirable for the administration of
the Brooks 2000 Plan. Notwithstanding the foregoing, the Board of Directors has
authorized the Chief Executive Officer to act as a special committee of one
member of the Board of Directors, subject to certain conditions, to grant
options to any eligible participant for up to an aggregate of 15,000 shares of
common stock during any single fiscal year under the Brooks 2000 Plan and the
Brooks 1998 Plan combined.

         The terms of each type of option need not be identical, and the
Committee does not have to treat participants uniformly. Unless the Brooks 2000
Plan or a particular option provides otherwise, the Committee may make any
determination with respect to an option at the time of award or at any time
thereafter. In making its determinations, the Committee shall take into account
the nature of the services rendered or to be rendered by the

                                       27



recipient, such participant's present and potential contributions to our
success, and such other factors as the Committee, in its discretion, shall deem
relevant in order to accomplish the purposes of the Brooks 2000 Plan. Our Board
of Directors may impose conditions on the options relating to applicable federal
or state securities laws, as it considers necessary or advisable.

         f.       PURCHASE OF AND PAYMENT FOR SECURITIES

         Subject to the provisions of the Brooks 2000 Plan, our Board of
Directors may award incentive stock options and non-qualified stock options and
determine the number of shares to be covered by each option, the option price
and the conditions and limitations applicable to the exercise of each option.
The Committee will establish the option price of each option at the time each
option is awarded, provided that the option price cannot be less than the
greater of (i) the minimum legal consideration required under the laws of the
jurisdiction in which we are then organized or (ii) the fair market value of our
common stock on the date of the grant of the option (or, in the case of
incentive stock options granted to anyone owning more than 10% of our stock,
110% of the fair market value on such date).

         At the time of grant of any option, the Committee shall specify whether
the option is intended to be an incentive stock option or a non-qualified stock
option. If the option is not intended to be an incentive stock option but
otherwise qualifies to be such, the agreement will include a specific statement
that it is not intended to qualify as an incentive stock option.

         Each option granted under the Brooks 2000 Plan shall continue in effect
for a period not to exceed seven years, as determined by the Committee. However,
any incentive stock option must be granted within ten years from the date of
establishment of the Brooks 2000 Plan or the date the Brooks 2000 Plan is
approved by stockholders, whichever is earlier. The seven year limitation is
reduced to five years for any incentive stock options granted to anyone who owns
more than 10% of our stock.

         In the case of incentive stock options, the following additional
conditions shall apply:

                  (i)   Incentive stock options shall be granted only to our
                        employees;

                  (ii)  No incentive stock option shall be exercisable beyond
                        three months after the date upon which the option holder
                        ceases to be our employee (or an employee of our parent
                        or subsidiary, if any), except that the Committee may
                        provide in the incentive stock option agreement that in
                        the event of termination of employment by reason of
                        death or the permanent disability of the option holder,
                        the option may be exercised by the holder or his estate
                        for a period of up to one year after termination of
                        employment;

                  (iii) Each incentive stock option shall, by its terms, be
                        transferable by the optionee only by will or the laws of
                        descent and distribution, and shall be exercisable only
                        by such employee during his lifetime; and

                  (iv)  The terms and conditions of incentive stock options
                        shall be subject to and comply with Section 422 of the
                        IRC, or any successor provision, and any regulations
                        thereunder.

         Options may be exercised in whole or in part at such time and in such
manner as the Committee may determine and as is prescribed in the written
agreement with each option holder. We may make loans to option holders to permit
them to exercise their options. If any such loans are made, the requirements of
applicable federal and state laws regarding such loans must be met. The purchase
price of shares of common stock upon the exercise of an option shall be paid by
the option holder in full upon the exercise and may be paid as the Committee may
determine in its sole discretion in any combination of: (i) cash or check
payable to our order; (ii) delivery of a promissory note; (iii) delivery of
shares of our common stock (valued at its fair market value at the date of
purchase of the common stock subject to the option); or (iv) such other means as
the Committee may permit; provided, however, that payment of the exercise price
by delivery of shares of our common stock owned by the option holder

                                       28



may be made only if such payment does not result in a charge to earnings for
financial accounting purposes, as determined by the Committee.

         With the consent of the Committee, payment of the exercise price may
also be made by delivery of a properly executed exercise notice to us, together
with a copy of irrevocable instructions to a broker to deliver promptly to us
the amount of sale or loan proceeds to pay the exercise price. To facilitate
such arrangements, we may enter into agreements for coordinating procedures with
one or more securities brokerage firms. The date of delivery of such exercise
notices shall be deemed the date of exercise.

         The Committee may impose such conditions with respect to the exercise
of options, including conditions relating to applicable federal or state
securities laws, as it considers necessary or advisable, including making the
common stock issued upon exercise subject to restrictions on vesting or
transferability, or to risk of forfeiture, upon the happening of such events as
the Committee may determine, any of which may be accelerated or waived in the
Committee's sole discretion.

         We will issue no shares of our common stock upon exercise of any option
under the Brooks 2000 Plan until full payment in the form approved by the
Committee has been made and all other legal requirements applicable to the
issuance or transfer of such shares and such other requirements as are
consistent with the Brooks 2000 Plan have been complied with to the Committee's
satisfaction.

         g.       VESTING AND EXERCISE

         Each stock option agreement specifies the term of the option and the
date when the option becomes exercisable.

         The vesting period for New Options granted in exchange for Old Options
tendered will effectively be extended for a period of six to twelve months. Each
New Option granted will vest as follows:

         -    after applying the exchange ratio, that percentage of shares under
              the New Option equal to the percentage of shares under the Old
              Option that were fully vested on the date the Old Options are
              cancelled will become fully vested six months after the Regrant
              Date (approximately one year after the Cancellation Date);

         -    after applying the exchange ratio, that percentage of shares under
              the New Option equal to the percentage of shares under the Old
              Option that were unvested shares on the Cancellation Date will
              have an additional six months added to the vesting period for such
              options, such that each such portion of each New Option grant will
              vest on the later of (i) the date on which the corresponding
              portion of the Old Option for which it was exchanged would have
              vested under the terms of the Old Option, plus six months, or (ii)
              six months after the Regrant Date.

         For example:

         An employee surrenders for exchange an option that is 25% vested at the
         time of cancellation.

         The Regrant Date occurs 6 months and one day after the Cancellation
         Date.

         Six months after the Regrant Date, the new option will be 25% vested
         with respect to the total number of Old Options after the exchange
         ratio has been applied. The remaining 75% of the shares will have an
         additional six months added to the date they would have vested under
         the Old Option; provided, however, that in no event would any of them
         vest before the date that is six months after the Regrant Date.

         h.       ADJUSTMENTS

                                       29



         Upon the occurrence of any of the following events, an option holder's
rights with respect to options granted under the Brooks 2000 Plan will be
adjusted as follows, unless otherwise specifically provided in the written
agreement between the option holder and us.

         (i)      Stock Dividends and Stock Splits. If the shares of our common
stock are subdivided or combined into a greater or smaller number of shares or
we issue any shares of common stock as a stock dividend on our outstanding
common stock, the number of shares of common stock deliverable upon the exercise
of options shall be appropriately increased or decreased proportionately, and
appropriate adjustments shall be made in the purchase price per share to reflect
such subdivision, combination or stock dividend.

         (ii)     Consolidation or Mergers. If we are to be consolidated with or
acquired by another entity in a merger, sale of all or substantially all of our
assets or otherwise, the Committee or the Board of Directors of any entity
assuming our obligations under the Brooks 2000 Plan shall, as to outstanding
options, make appropriate provision for the continuation of such options by
substituting on an equitable basis for the shares then subject to such options
the consideration payable with respect to the outstanding shares of common stock
in connection with the acquisition and by adjusting on an equitable basis the
exercise price of such options to reflect the acquisition.

         (iii)    Recapitalization or Reorganization. In the event of our
recapitalization or reorganization (other than through acquisition) pursuant to
which our securities or the securities of another corporation are issued with
respect to the outstanding shares of our common stock, an option holder upon
exercising rights under an option will be entitled to receive the consideration
that would have been received if such options had been exercised prior to such
recapitalization or reorganization.

         (iv)     Modification of Incentive Stock Options. Notwithstanding the
foregoing, any adjustments made pursuant to the above subparagraphs with respect
to incentive stock options shall be made only after the Committee, after
consulting with our counsel, determines whether such adjustments would
constitute a "modification" of such incentive stock options (as that term is
defined in Section 424 of the IRC) or would cause any adverse tax consequences
for the holders of such incentive stock options. If the Committee determines
that such adjustments made with respect to incentive stock options would
constitute a modification of such incentive stock options, it may refrain from
making such adjustments.

         (v)      Dissolution or Liquidation. In the event of our proposed
dissolution or liquidation, each option will terminate immediately prior to the
consummation of such proposed action or at such other time and subject to such
other conditions as shall be determined by the Committee.

         (vi)     Issuances of Securities. Except as expressly provided in the
Brooks 2000 Plan, no issuance by us of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares subject to options. No adjustments shall be made for dividends paid in
cash or in property other than our securities.

         (vii)    Fractional Shares. No fractional shares shall be issued under
the Brooks 2000 Plan, and in all cases other than in connection with this Offer,
we will pay the option holder cash in lieu of such fractional shares.

         (viii)   Adjustments. Upon the happening of any of the events described
above in the first three subparagraphs (entitled Stock Dividends and Stock
Splits, Consolidation or Mergers, and Recapitalization or Reorganization,
respectively), the class and aggregate number of shares that are subject to
options that previously have been or subsequently may be granted under the
Brooks 2000 Plan shall also be appropriately adjusted to reflect the events
described in such subparagraphs. The Committee shall determine the specific
adjustments to be made under this section and subject to provisions of the
Brooks 2000 Plan, and its determination shall be conclusive.

         (ix)     The Committee may not reprice an option once it has been
granted under the Brooks 2000 Plan by reducing the exercise price of the option
or canceling an option and regranting a new option for a similar number of
shares at a lower price, except as expressly provided above or as specifically
authorized by the stockholders in order to carry out the option exchange program
described in this Offer to Exchange.

                                       30



         i.       TRANSFER RESTRICTIONS

         Our Board of Directors will determine the effect on options granted
under the Brooks 2000 Plan of the disability, death, retirement or other
termination of employment of a participant and the extent to which, as well as
the period during which, the participant's legal representative, guardian or
designated beneficiary may receive payment of options granted or exercise rights
under such options.

         j.       AMENDMENT AND TERMINATION OF THE BROOKS 2000 PLAN

         Our Board of Directors may amend, suspend or terminate the Brooks 2000
Plan in whole or in part, subject to shareholder approval in certain limited
situations.

         The Committee may amend, modify or terminate any outstanding option,
including substituting for the option another award of the same or a different
type, changing the date of exercise, or converting of an incentive stock option
to a non-qualified stock option; provided that the option holder's consent to
such action is required unless our Board of Directors determines that the
action, taking into account any related action, would not materially and
adversely affect the option holder.

         k.       TERM OF BROOKS 2000 PLAN

         The Brooks 2000 Plan shall terminate ten years from the date of its
adoption by our Board of Directors, and no option will be granted under the
Brooks 2000 Plan after such date. The termination of the Brooks 2000 Plan shall
not affect the validity of options granted prior to the date of termination.

         l.       LIENS

         No lien on any funds, securities, or other property held under the
Brooks 2000 Plan has been or may be created under the Brooks 2000 Plan or
pursuant to any contract in connection with the Brooks 2000 Plan.

         m.       REGISTRATION OF OPTION SHARES.

         A total of 6,000,000 shares of common stock issuable upon exercise of
options under our Brooks 2000 Plan have been registered under the Securities Act
on registration statements on Form S-8 filed with the SEC. All the shares
issuable upon exercise of all New Options to be granted before the Offer will be
registered under the Securities Act. Unless you are one of our affiliates, you
will be able to sell your option shares free of any transfer restrictions under
applicable U.S. securities laws.

13.      DESCRIPTION OF BROOKS 1998 PLAN

         a.       GENERAL INFORMATION

         This Prospectus relates to shares of our common stock issued upon the
exercise of options granted or that may be granted pursuant to the Brooks 1998
Plan. The Brooks 1998 Plan is not a retirement plan qualified under Section 401
of the IRC, and is not subject to any provisions of the Employment Retirement
Income Security Act of 1974, as amended.

         Options granted under the Brooks 1998 Plan are not intended to qualify
as incentive stock options under Section 422 of the IRC. To learn about the
income tax consequences that may accrue to option holders and to us, see Section
21.

         If participants of the Brooks 1998 Plan wish to obtain additional
information about the Brooks 1998 Plan's contents or its administrators, they
are invited to contact us at 15 Elizabeth Drive, Chelmsford, MA 01824, (978)
262-2400.

         b.       PURPOSE

                                       31



         The purpose of the Brooks 1998 Plan is to attract and retain employees
and provide an incentive for them to help us achieve our long-range performance
goals, and to enable such employees to participate in our long-term growth.

         c.       SECURITIES TO BE OFFERED

         The Brooks 1998 Plan provides that up to 4,825,000 shares of our common
stock may be issued upon the exercise of options granted under the plan, subject
to adjustment for stock splits, stock dividends and similar transactions. The
stock subject to the options granted may consist in whole or in part of
authorized but unissued shares or treasury shares. If any options granted under
the Brooks 1998 Plan expire, terminate unexercised, or are otherwise forfeited
after February 26, 2003, such shares of common stock will not again be available
to be awarded under the Brooks 1998 Plan and will reduce the number of shares
issuable under the Brooks 1998 Plan.

         d.       ELIGIBLE PARTICIPANTS

         Except for our officers and directors, all of our employees and any
other persons (including contractors, consultants, service providers or others)
who are in a position to contribute to our long term success and growth are
eligible to participate in the Brooks 1998 Plan.

         e.       PURCHASE OF AND PAYMENT FOR SECURITIES

         Subject to the provisions of the Brooks 1998 Plan, our Board of
Directors (or a committee of the Board of Directors appointed to administer the
Brooks 1998 Plan) may award non-qualified stock options and determine the number
of shares to be covered by each option, the option price and the conditions and
limitations applicable to the exercise of each option. The terms of each award
need not be identical, and the Board of Directors does not have to treat
participants uniformly. Our Board of Directors will also establish the option
price of each option at the time each option is awarded, provided that the
option price cannot be less than the fair market value of the common stock on
the date of the grant of the option. Finally, our Board of Directors may impose
conditions relating to applicable federal or state securities laws, as it
considers necessary or advisable.

         We will deliver shares pursuant to any exercise of an option only after
we have received payment in full of the option price. Payment of the option
price may be made in whole or in part in cash or, pursuant to the provisions of
the Brooks 1998 Plan and to the extent permitted by our Board of Directors at or
after the award of the option, by delivery of a note or shares of our common
stock owned by the option holder, or such other consideration as our Board of
Directors may determine. The Board of Directors may provide for the automatic
award of an option upon the delivery of shares to Brooks in payment of an option
for up to the number of shares so delivered.

         f.       VESTING AND EXERCISE

         Each stock option agreement specifies the term of the option and the
date when the option becomes exercisable. The vesting period for New Options
granted in exchange for Old Options tendered will effectively be extended for a
period of six to twelve months. Each New Option granted will vest as follows:

         -    after applying the exchange ratio, that percentage of shares under
              the New Option equal to the percentage of shares under the Old
              Option that were fully vested on the date the Old Options are
              cancelled will become fully vested six months after the Regrant
              Date (approximately one year after the Cancellation Date);

         -    after applying the exchange ratio, that percentage of shares under
              the New Option equal to the percentage of shares under the Old
              Option that were unvested shares on the Cancellation Date will
              have an additional six months added to the vesting period for such
              options, such that each such portion of each New Option grant will
              vest on the later of (i) the date on which the corresponding
              portion of the Old Option for which it was exchanged would have
              vested under the terms of the Old Option, plus six months, or (ii)
              six months after the Regrant Date.

                                       32



         For example:

         An employee surrenders for exchange an option that is 25% vested at the
         time of cancellation.

         The Regrant Date occurs 6 months and one day after the Cancellation
         Date.

         Six months after the Regrant Date, the new option will be 25% vested
         with respect to the total number of Old Options after the exchange
         ratio has been applied. The remaining 75% of the shares will have an
         additional six months added to the date they would have vested under
         the Old Option; provided, however, that in no event would any of them
         vest before the date that is six months after the Regrant Date.

         g.       CHANGES IN COMMON STOCK

         If there is any change in the common stock or stock options granted
under the Brooks 1998 Plan by reason of any stock dividend, stock split, or
other similar transaction, we will make appropriate adjustments to the number of
shares subject to the Brooks 1998 Plan or the option exercise price.

         h.       TRANSFER RESTRICTIONS

         Our Board of Directors will determine the effect on options granted
under the Brooks 1998 Plan of the disability, death, retirement or other
termination of employment of a participant and the extent to which, as well as
the period during which, the participant's legal representative, guardian or
designated beneficiary may receive payment of options granted or exercise rights
under such options.

         i.       ADMINISTRATION

         The Stock Option Committee of our Board of Directors, or such other
committee of not less than three members of the Board (or, with respect to
awards of not more than 15,000 shares of common stock in the aggregate under all
our plans to any single employee during any single fiscal year, the Chief
Executive Officer as a one member committee of the Board of Directors) appointed
by the Board of Directors to administer the Brooks 1998 Plan, will administer
the Brooks 1998 Plan. The Stock Option Committee or such other committee as the
Board may appoint shall serve at the pleasure of the Board, which may from time
to time appoint additional members of the committee, remove members and appoint
new members in substitution for those previously appointed, and fill vacancies
however caused. Our Board of Directors has the authority to adopt, alter and
repeal such administrative rules, guidelines and practices governing the
operation of the Brooks 1998 Plan as it shall from time to time consider
advisable, and to interpret the provisions of the Brooks 1998 Plan.

         j.       INDEMNITY

         Neither the Board of Directors nor the Stock Option Committee, nor any
members of either, nor any of our employees or the employees or any parent,
subsidiary, or other affiliate of ours, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with their responsibilities with respect to the Brooks 1998 Plan. We will
indemnify the members of our Board of Directors, the members of the Stock Option
Committee and our employees in respect of any claim, loss, damage or expense
(including reasonable counsel fees) arising from any such action, omission,
interpretation, construction or determination to the full extent permitted by
law.

         k.       AMENDMENT AND TERMINATION OF THE BROOKS 1998 PLAN

         Our Board of Directors or the Stock Option Committee may amend,
suspend or terminate, in whole or in part, the Brooks 1998 Plan, subject to
certain limitations with respect to certain matters for which stockholder
approval may be required. No amendment, suspension or termination of the Brooks
1998 Plan may materially and adversely affect the rights of an option holder
without such option holder's consent.

                                       33



          Our Board of Directors may amend, modify or terminate any outstanding
award of an option, including substituting for such option another option of the
same or a different type or changing the date of exercise, provided that the
option holder's consent to such action is required unless our Board of Directors
determines that the action, taking into account any related action, would not
materially and adversely affect the option holder.

         l.       LIENS

         No lien on any funds, securities, or other property held under the
Brooks 1998 Plan has been or may be created under the 1998 Plan or pursuant to
any contract in connection with the Brooks 1998 Plan.

         m.       REGISTRATION OF OPTION SHARES

         A total of 4,825,000 shares of common stock issuable upon exercise of
options under our Brooks 1998 Plan have been registered under the Securities Act
on registration statements on Form S-8 filed with the SEC. All the shares
issuable upon exercise of all New Options to be granted before the Offer will be
registered under the Securities Act. Unless you are one of our affiliates, you
will be able to sell your option shares free of any transfer restrictions under
applicable U.S. securities laws.

14.      ACCOUNTING CONSEQUENCES

         We believe that we will not incur any compensation expense solely as a
result of the transactions contemplated by the Offer because:

              -   we will not grant any New Options to participants until a
                  business day that is at least six months and one day after the
                  Cancellation Date, and

              -   the exercise price of all New Options will at least equal the
                  market value of the shares of common stock on the date we
                  grant the New Options.

         If we were to grant the New Option on any date which is earlier than
six months and one day after the Cancellation Date, Brooks would be required to
record the non-cash accounting impact of decreases and increases in our share
price as a compensation expense for each New Option issued under this Offer. We
would have to continue this so-called "variable accounting" for these New
Options until they were exercised, forfeited or terminated. The higher the
market value of our shares, the greater the compensation expense we would have
to record. By deferring the grant of the New Option for six months and one day,
we believe we will not have to treat the New Options as variable accounting
awards.

15.      INFORMATION CONCERNING BROOKS

         Our principal executive offices are located at 15 Elizabeth Drive,
Chelmsford, MA 01824, and our telephone number is (978) 262-2400.

         Brooks Automation, Inc. ("Brooks" or the "Company") is a leading
supplier of automation products and solutions for the global semiconductor and
related industries such as the data storage, flat panel display and other
precision electronics manufacturing industries. Brooks has distinguished itself
as a technology and market leader, particularly in the demanding cluster-tool
vacuum-processing environment and in integrated factory automation software
applications. The Company's Offerings have grown from individual robots used to
transfer semiconductor wafers in advanced production equipment to fully
integrated automation solutions that control the movement and management of
wafers and reticles in the wafer fabrication facility. Through a program of
investment and acquisition, Brooks has emerged as one of the leading suppliers
of factory and equipment automation solutions for semiconductor manufacturers
and original equipment manufacturers ("OEMs").

                                       34



16.      SUMMARY FINANCIAL INFORMATION

         The summarized financial information attached as Schedule B to this
Offer to Exchange should be read in conjunction with our consolidated financial
statements and notes thereto and "Management's Discussion and Analysis of
Financial Condition and Result of Operations," appearing in our Annual Report on
Form 10-K for the fiscal year ended September 30, 2002 and in our most recent
quarterly report on Form 10-Q filed for the quarter ended December 31, 2002.

         See "Additional Information" in Section 29 for instructions on how you
can obtain copies of our SEC filings, including filings that contain our
financial statements.

17.      INTERESTS OF DIRECTORS AND OFFICERS; TRANSACTIONS AND ARRANGEMENTS
         CONCERNING THE OPTIONS

         A list of our directors and executive officers is attached to this
Offer to Exchange as Schedule A. As of February 28, 2003, our directors and
executive officers, as a group, beneficially owned options to purchase a total
of 1,914,221 of our shares, which represented 22.4% of the shares subject to all
options outstanding as of that date. These options to purchase our shares owned
by our directors and executive officers are not eligible to be tendered in the
Offer.

         In the 60 day period prior to and including March 13, 2003, there have
been no transactions in options to purchase our shares or in our shares which
were effected by Brooks or, to our knowledge, by any executive officer, director
or affiliate of Brooks.

18.      AGREEMENTS INVOLVING BROOKS' SECURITIES

         On September 30, 1999, Brooks acquired substantially all of the assets
and assumed certain of the liabilities of the Infab Division of Jenoptik AG in
exchange for 914,286 shares of Brooks' Common Stock issued to Jenoptik's
subsidiary M+W, subject to a 5% holdback and to adjustment. The shares were
transferred from M+W to Jenoptik on December 31, 2002. As part of this
acquisition, Brooks appointed Juergen Giessmann, a member of the board of
directors of Jenoptik, to Brooks' Board of Directors pursuant to a stockholder
agreement dated September 30, 1999 among Brooks, Jenoptik, M+W, and Robert J.
Therrien. Under the stockholder agreement, until Jenoptik no longer had all its
shares purchased from Brooks in this transaction, or until September 30, 2004,
whichever occurred first, Brooks agreed to nominate a reasonably acceptable
candidate of Jenoptik to Brooks' Board of Directors in each election of Brooks'
directors, and Robert J. Therrien agreed to vote all his shares in favor of such
nominees for election to the Board of Directors. These voting obligations of
Brooks and Mr. Therrien expired in fiscal 2001 when Jenoptik sold some of its
shares of Brooks' Common Stock. Jenoptik, in turn, agreed to vote in favor of
the other candidates to Brooks' Board of Directors nominated by Brooks' existing
Board. Jenoptik also agreed to vote for other matters in the same proportion as
the votes cast by the other holders of the Common Stock. Jenoptik agreed not to
buy or sell shares of the Common Stock except in specified circumstances.
Jenoptik further agreed to share certain information with Brooks regarding
upcoming factory automation projects, to give Brooks a right of first refusal as
a supplier and to award Brooks an exclusive supply contract with guaranteed,
minimum gross margin of at least $15 million in connection with an upcoming
project. Jenoptik and Brooks also entered into a one year transitional services
agreement, pursuant to which Jenoptik agreed to allow Brooks to occupy space at
its Jena, Germany manufacturing facility and to receive support services from
Jenoptik. Brooks agreed to reimburse Jenoptik for provision of space and support
services at cost. This transitional services agreement was extended through
December 2002.

         On October 16, 2000, the parties amended the agreement to permit the
removal of the transfer restrictions with respect to an aggregate of 868,572
shares of Brooks' Common Stock held by Jenoptik, and the grant by Brooks of
certain registration rights under the Securities Act of 1933, as amended, with
respect to such shares. In consideration for a payment of $5.0 million, Brooks
released certain claims for indemnification against Jenoptik and registered
434,286 shares of Brooks' Common Stock for resale by Jenoptik on March 13, 2001.
Brooks intends to register an additional 434,286 shares for resale by Jenoptik.
The amendment released Jenoptik from the requirement

                                       35



to award Brooks the exclusive contract with guaranteed gross margins on the
condition that Jenoptik release its claims to the 5% holdback.

19.      STATUS OF OPTIONS ACQUIRED BY US IN THE OFFER

         Shares of common stock underlying the Old Options originally granted
under the Brooks 2000 Plan or the Brooks 1998 Plan that were cancelled through
the Offer will no longer be reserved for issuance upon exercise of those
cancelled Old Options and those shares will be available for issuance upon
exercise of New Options. To the extent shares available under the Brooks 2000
Plan are not fully reserved for issuance upon exercise of the New Options
granted in connection with the Offer, they will be available for future awards
to employees and other eligible plan participants. However, the aggregate number
of shares remaining available for the grant of future options under the Brooks
2000 Plan and Brooks 1998 Plan combined may not be increased as a result of the
exchange program, except to the extent shares available under those two plans
are used to issue New Options in exchange for Old Options that had been issued
under the other Option Plans.

20.      LEGAL MATTERS; REGULATORY APPROVALS

         We are not aware of any license or regulatory permit that appears to be
material to our business that might be adversely affected by our cancellation of
Old Options and issuance of New Options as contemplated by the Offer, or of any
approval or other action by any government or governmental, administrative or
regulatory authority or agency, domestic or foreign, that would be required for
the acquisition or ownership of our options as contemplated herein. Should any
such approval or other action be required, we presently contemplate that we will
seek such approval or take such other action. We cannot assure you that any such
approval or other action, if needed, would be obtained or would be obtained
without substantial conditions or that the failure to obtain any such approval
or other action might not result in adverse consequences to our business. Our
obligation under the Offer to accept tendered options for exchange and to issue
New Options for tendered options is subject to the conditions described in
Section 7.

         If we are prohibited by applicable laws or regulations from granting
New Options during the period beginning six months and one day after the
Cancellation Date, we will not grant any New Options. Such a prohibition could
result from changes in foreign or domestic laws, SEC rules, regulations or other
policies or Nasdaq National Market listing requirements. We are unaware of any
such prohibition at this time, and we will use reasonable efforts to effect the
grant, but if the grant is prohibited throughout the period after that date we
will not grant any New Options and you will not get any other compensation for
the options you tendered.

21.      MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO HOLDERS OF OPTIONS
         UNDER BROOKS 2000 PLAN AND BROOKS 1998 PLAN; CONSEQUENCES OF EXCHANGE
         OFFER

         a.       FEDERAL INCOME TAX CONSEQUENCES OF INCENTIVE STOCK OPTIONS
UNDER THE BROOKS 2000 PLAN

         The following discussion of the federal income tax consequences of the
issuance and exercise of incentive stock options granted under the Brooks 2000
Plan is based upon the provisions of the Internal Revenue Code of 1986, as
amended (the "IRC"), as in effect on the date of this Prospectus, current
regulations thereunder, and existing administrative rulings of the Internal
Revenue Service (the "IRS"). It is not intended to be a complete discussion of
all of the federal income tax consequences of the Brooks 2000 Plan or of all of
the requirements that must be met in order to qualify for the described tax
treatment. In addition, because tax consequences may vary, and certain
exceptions to the general rules discussed by this Prospectus may be applicable,
depending upon the personal circumstances of individual holders of securities,
each option holder should consider his or her personal situation and consult
with his or her tax advisor with respect to the specific tax consequences
applicable to him or her. No information is provided as to state tax laws.

         Incentive stock options may only be awarded under the Brooks 2000 Plan,
not the Brooks 1998 Plan. The general tax treatment of incentive stock options
under the Brooks 2000 Plan is as follows:

                                       36



         Incentive Stock Options. An option holder generally will not recognize
taxable income upon either the grant or the exercise of an incentive stock
option. However, under certain circumstances, there may be alternative minimum
tax or other tax consequences, as discussed below. An option holder will
recognize taxable income upon the disposition of the shares of common stock
received upon exercise of an incentive stock option. Any gain recognized upon a
disposition that is not a "disqualifying disposition" (as defined below) will be
taxable as long-term capital gain.

         A "disqualifying disposition" means any disposition of shares of common
stock acquired on the exercise of an incentive stock option where such
disposition occurs within two years of the date the stock option was granted or
within one year of the date the shares were transferred to the option holder.
The use of the shares acquired pursuant to the exercise of an incentive stock
option to pay the option exercise price under another stock option is treated as
a disposition for this purpose. In general, if an option holder makes a
disqualifying disposition, an amount equal to the excess of (i) the lesser of
(a) the fair market value of the shares on the date of exercise or (b) the
amount actually realized on the disposition over (ii) the option exercise price
will be taxable as ordinary income and the balance of the gain recognized, if
any, will be taxable as either long-term or short-term capital gain, depending
on the option holder's holding period for the shares. The holding period for the
shares generally would begin on the date the shares were acquired and would not
include the period of time during which the option was held. In the case of a
gift or certain other transfers, the amount of ordinary income taxable to the
option holder is not limited to the amount of gain which would be recognized in
the case of a sale. Instead, it is equal to the excess of the fair market value
of the shares on the date of exercise over the option exercise price.

         In general, in the year of exercise of an incentive stock option, an
option holder must compute the excess of the shares' fair market value on the
date of exercise over the exercise price and include this amount in the
calculation of his or her alternative minimum taxable income. Because of the
many adjustments that apply to the computation of the alternative minimum tax,
it is not possible to predict the application of the tax to any particular
option holder. However, an option holder may owe alternative minimum tax even
though he or she has not disposed of the shares or otherwise received any cash
with which to pay the tax. The alternative minimum tax rate is now higher than
the rate applicable to long-term capital gains.

         We will not be entitled to any deduction with respect to the grant or
exercise of an incentive stock option provided the option holder does not make a
disqualifying disposition. If the option holder does make a disqualifying
disposition, we will generally be entitled to a deduction for Federal income tax
purposes in an amount equal to the taxable income recognized by the option
holder, provided that we report the income on a timely provided and filed Form
W-2 or 1099, whichever is applicable.

         b.       FEDERAL INCOME TAX CONSEQUENCES OF NON-QUALIFIED STOCK OPTIONS
UNDER THE BROOKS 2000 PLAN AND BROOKS 1998 PLAN

         The following discussion of the federal income tax consequences of the
issuance and exercise of non-qualified stock options granted under the Brooks
2000 Plan and the Brooks 1998 Plan is based upon the provisions of the IRC as in
effect on the date of this Prospectus, current regulations thereunder, and
existing administrative rulings of the Internal Revenue Service. It is not
intended to be a complete discussion of all of the federal income tax
consequences of the Brooks 2000 Plan or of the Brooks 1998 Plan or of all of the
requirements that must be met in order to qualify for the described tax
treatment. In addition, because tax consequences may vary, and certain
exceptions to the general rules discussed by this Prospectus may be applicable,
depending upon the personal circumstances of individual holders of securities,
each option holder should consider his or her personal situation and consult
with his or her tax advisor with respect to the specific tax consequences
applicable to him or her. No information is provided as to state tax laws.

         Non-qualified stock options may be awarded under both the Brooks 2000
Plan and the Brooks 1998 Plan. The general tax treatment of non-qualified stock
options under the Brooks 2000 Plan and the Brooks 1998 Plan is as follows:

         Non-qualified Stock Options. The recipient of a non-qualified stock
option generally will not recognize any taxable income at the time the stock
option is granted. Upon exercise, the option holder will generally recognize
ordinary taxable income in an amount equal to the excess of the fair market
value of the shares of common stock

                                       37



received on the date of exercise over the option exercise price. Upon a
subsequent sale of the shares, capital gain or loss will generally be recognized
equal to the difference between the amount realized and the fair market value of
the shares on the date of exercise. Any such capital gain or loss would be long
term if the holding period for the shares were more than twelve months. The
holding period for the shares generally would begin on the date the shares were
acquired and would not include the period of time during which the option was
held.

         The application of the tax rules to an option holder who receives
shares that are subject to a substantial risk of forfeiture (for example, if the
shares must be returned to us if the recipient does not work for us for a period
of time, if any, specified in the award) are more complex. In that case, the
recipient generally will not recognize income until the date that shares are no
longer subject to the substantial risk of forfeiture, unless a Section 83(b)
election (described below) is made.

         Certain option holders are subject to Section 16(b) of the Securities
Exchange Act of 1934 upon their sale of shares of common stock. If an option
holder is subject to Section 16(b), the date on which the fair market value of
the shares is determined may similarly be postponed. The IRS regulations have
not yet been amended to conform with the most recent revision to Section 16(b).
However, it is generally anticipated that the date on which the fair market
value of the shares is determined will be postponed to the earlier of (i) the
date six months after the Regrant Date, or, if earlier, (ii) the first day on
which the sale of the shares would not subject the individual to liability under
Section 16(b). It is possible that the six month period will instead run from
the option holder's most recent grant or purchase of common stock prior to his
or her exercise of the stock option. On the determination date, the option
holder will generally recognize ordinary taxable income in an amount equal to
the excess of the fair market value of the shares of common stock at that time
over the option exercise price.

         Despite the general rule, in the case of a substantial risk of
forfeiture, or in the case of recipients subject to Section 16(b) (if the
determination date is after the date of exercise), the option holder may make an
election pursuant to Section 83(b) of the IRC, in which case the option holder
will recognize ordinary taxable income at the time the stock option is exercised
and not on the later date. In order to be effective, the Section 83(b) election
must be made and filed with the IRS within 30 days after exercise.

         We will generally be entitled to a compensation deduction for Federal
income tax purposes in an amount equal to the taxable income recognized by the
option holder, provided that we report the income on a timely provided and filed
Form W-2 or 1099, whichever is applicable.

         In the case of a non-qualified stock option, an option holder who pays
the option exercise price, in whole or in part, by delivering shares of common
stock already owned by him or her will generally recognize no gain or loss for
Federal income tax purposes on the shares surrendered, but otherwise will be
taxed according to the rules described above. However, if shares received on the
exercise of an incentive stock option are used to exercise a non-qualified stock
option, within the time periods that apply to a disqualifying disposition, then
the rules for disqualifying dispositions, described in Section 21a above, will
apply. To the extent the shares acquired upon exercise are equal in number to
the shares surrendered, the basis of the shares received will be equal to the
basis of the shares surrendered. The basis of the shares received in excess of
the shares surrendered upon exercise will be equal to the fair market value of
the shares on the date of exercise, and the holding period for the shares
received will commence on that date.

         c.       FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER

         The following is a general summary of the material U.S. federal income
tax consequences of the surrender and cancellation of Old Options and issuance
of New Options pursuant to the Offer. This discussion is based on the IRC, its
legislative history, Treasury Regulations thereunder and administrative and
judicial interpretations thereof as of the date of the Offer, all of which are
subject to change, possibly on a retroactive basis. This summary does not
discuss all of the tax consequences, nor is it intended to be applicable in all
respects to all categories of option holders. If you are an eligible employee
based outside of the United States, we recommend that you consult with your own
tax advisor to determine the tax and social contribution consequences of the
Offer under the laws of the country in which you live and work or under which
you are otherwise subject to taxation (please see Sections 22-26).

                                       38



         Option holders who exchange outstanding Old Options for a New Option
should not be required to recognize income for federal income tax purposes at
the time of the exchange. We believe that the exchange will be treated as a
non-taxable exchange. When an Old Option constituting an ISO is exchanged for a
New Option, the New Option should likewise constitute an ISO. In such case, the
New Option should be treated as being granted on the Regrant Date for purposes
of determining whether a subsequent disposition of the shares subject to the New
Option is a "disqualifying disposition". See Section 21a above. Accordingly, a
holder's exchange of an Old Option constituting an ISO for a New Option will
delay the date at which the underlying shares may be sold in a tax-advantaged
manner. We advise all option holders considering exchanging their options to
meet with their own tax advisors with respect to the federal, state, and local
tax consequences of participating in the Offer.

         You should note that there is a risk that any incentive stock option
you hold may be affected, even if you do not participate in the exchange. We
believe that you will not be subject to current U.S. federal income tax if you
do not elect to participate in the option exchange program. We also believe that
the option exchange program will not change the U.S. federal income tax
treatment of subsequent grants and exercises of your incentive stock option (and
sales of shares acquired upon exercise of such options) if you do not
participate in the option exchange program. However, the IRS may characterize
the option exchange program as a "modification" of those incentive stock
options, even if you decline to participate. A successful assertion by the IRS
of this position could extend the options' requisite holding period necessary to
qualify for favorable tax treatment. Accordingly, to the extent you dispose of
your incentive stock option shares prior to the lapse of the new extended
holding period, the tax treatment of your incentive stock option could be
similar to that of a non-qualified stock option.

         In 1991, the IRS issued a private letter ruling in which another
company's option exchange program was characterized as a "modification" of the
incentive stock option that could be exchanged. This does not necessarily mean
that our Offer to exchange options will be viewed the same way. Private letter
rulings issued by the IRS contain the IRS's opinion regarding only the specific
facts presented by a specific person or company. The person or company receiving
the letter may rely on it, but no other person or company may rely on the letter
ruling or assume the same opinion would apply to their situation, even if the
facts at issue are similar. While such letters do not provide certainty, they
may indicate how the IRS will view a similar situation. We, therefore, do not
know if the IRS will assert the position that our Offer constitutes a
"modification" of incentive stock options that are eligible for exchange but are
not tendered.

         We recommend that you consult your own tax advisor with respect to the
federal, state and local tax consequences of participating in the Offer.

22.      MATERIAL TAX CONSEQUENCES FOR CERTAIN NON-U.S. JURISDICTIONS

         Sections 23-26 contain general summaries of the tax consequences of the
cancellation of Old Options and the grant of the New Option under the Offer for
eligible employees who are tax residents (or otherwise subject to the tax laws)
of Canada, Germany, South Korea, and the United Kingdom. This discussion is
based on tax law in these respective countries as of the date of the Offer,
which is subject to change, possibly on a retroactive basis. The information may
be out of date at the time you exercise your options or sell the shares you
acquire upon exercise. This summary is general in nature and does not discuss
all of the tax consequences that may be relevant to you in your particular
circumstances, nor is it intended to be applicable in all respects to all
categories of option holders. If you are a citizen or resident of, or otherwise
subject to the tax laws of, any other jurisdiction, including Belgium, France,
Ireland, Japan, Malaysia, the Netherlands, Singapore or Taiwan, you should
consult your own tax advisor.

         WE RECOMMEND THAT YOU CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE
TAX CONSEQUENCES OF PARTICIPATING IN THE OFFER.

23.      MATERIAL TAX CONSEQUENCES FOR EMPLOYEES WHO ARE TAX RESIDENTS IN CANADA

         The information provided below is a general summary of the principal
Canadian federal income tax considerations arising in connection with the
exchange program for an employee who, at any relevant time (including the date
of issuance, exercise or disposition of an option, and the date of disposition
of a share acquired

                                       39



on the exercise of an option), is an individual resident in Canada for purposes
of the Income Tax Act (Canada) (the "Canadian Tax Act"), is employed by Brooks
or an affiliate, and who, for purposes of the Canadian Tax Act:

         -    received options in respect of, in the course of, or by virtue of
              their employment with Brooks or an affiliate;

         -    holds any shares acquired on the exercise of options as capital
              property;

         -    deals at arm's length with Brooks; and

         -    is not affiliated with the Brooks.

         This summary is based on the current provisions of the Canadian Tax Act
and the regulations thereunder, all proposed amendments to such Act and
regulations publicly announced by the Minister of Finance prior to the date
hereof, and the current administrative policies and assessing practices of the
Canada Customs and Revenue Agency. This summary is of a general nature only, and
should not be construed as legal, business or tax advice to any particular
option holder. Option holders should consult their own tax advisors for advice
as to the tax consequences of participating in the exchange program. This
summary assumes that no amount was paid at any time by an employee for the
acquisition of that employee's options.

         a.       CANCELLATION OF OLD OPTIONS AND GRANT OF NEW OPTIONS

         A holder who exchanges Old Options for New Options should be deemed not
to have disposed of the Old Options, and should not realize income for purposes
of the Canadian Tax Act on the exchange (or, in other words, will be entitled to
tax deferred treatment) provided that

                  (a)      the amount, if any, by which

                           (i)      the total value of the Brooks shares which
                  the holder is entitled to acquire under the New Options,
                  determined immediately after the cancellation of the Old
                  Options

                  exceeds

                           (ii)     the total exercise price payable under the
                  New Options does not exceed

                  (b)      the amount, if any, by which

                           (i)      the total value of the Brooks shares which
                  the holder is entitled to acquire under the Old Options,
                  determined immediately before the cancellation of the Old
                  Options

                  exceeds

                           (ii)     the total exercise price payable under the
                  Old Options.

         Because the exchange program applies only to options with an exercise
price of at least $20.00 (which, based upon the current market price of a Brooks
share, is likely to be greater than the value of a Brooks share immediately
prior to cancellation of the Old Options), the amount described in (b) above
will likely be zero.

         Because the exercise price of the New Options will be equal to the
closing price of the Brooks common stock on the date of grant of the New Options
(and not on the date of cancellation of the Old Options), it is possible that
the above requirements for tax deferred treatment will not be met. In
particular, if the closing price of the Brooks common stock on the Regrant Date
is less than the value of the Brooks shares immediately after cancellation

                                       40



of the Old Options (or, in other words, if the Brooks common stock declines in
value between the Cancellation Date and the Regrant Date), the above
requirements for tax deferred treatment will generally not be met.

         If the above requirements for tax deferred treatment are not met, the
cancellation of Old Options in exchange for Brooks' promise to grant New Options
will generally be a taxable event. The holder will then be required to include
in computing employment income for purposes of the Canadian Tax Act for the year
in which the cancellation takes place an amount equal to the fair market value
of Brooks' promise to grant New Options. If certain conditions are met, a holder
may be entitled to deduct 50% of such amount in computing taxable income. In any
such case, holders should contact their own tax advisors for guidance as to the
appropriate manner in which to calculate the amount, if any, of employment
income to be reported in connection with the exchange.

         b.       EXERCISE OF NEW OPTIONS

         A holder who exercises New Options will generally be deemed to have
realized a taxable benefit from employment in an amount equal to the fair market
value of the Brooks shares acquired on such exercise, less the exercise price
paid. If certain conditions are met, a holder may be entitled to deduct 50% of
this deemed benefit in computing taxable income. If this deduction is available
and certain additional conditions are met, the holder may be entitled (subject
to certain quantitative limits) to elect to defer recognition of the employment
income until the taxation year in which the holder disposes of the Brooks shares
acquired on such exercise. Holders that wish to make this election should
contact their own tax advisors for advice regarding the procedures to be
followed in this regard.

          In general, the amount of the benefit deemed to have been realized
will be included in computing the holder's cost of the Brooks shares acquired on
such exercise. In general, the cost of such Brooks shares must be averaged with
the adjusted cost base of any other Brooks shares then held by the holder as
capital property for purposes of computing the adjusted cost base of each Brooks
share to the holder. However, the Canadian Tax Act provides an exception to this
averaging rule in certain situations provided the Brooks shares acquired on
exercise of the option are disposed of within 30 days after exercise and such
shares are specifically identified as being the shares so disposed of.

         c.       DISPOSITION OF BROOKS SHARES

          A holder who disposes of Brooks shares will generally realize a
capital gain (or capital loss) equal to the amount, if any, by which the
proceeds of disposition exceed (or are less than) the aggregate of the adjusted
cost base of the Brooks shares and any reasonable costs of disposition. One-half
of a capital gain is generally included in income as a taxable capital gain, and
one-half of a capital loss may generally be deducted against taxable capital
gains in accordance with the rules in the Canadian Tax Act.

         WE RECOMMEND YOU CONSULT YOUR OWN TAX ADVISOR FOR INFORMATION ON THE
TAX TREATMENT OF OPTIONS IN CANADA.

24.      MATERIAL TAX CONSEQUENCES FOR EMPLOYEES WHO ARE TAX RESIDENTS IN
         GERMANY

         The information provided below is a general summarization of the German
tax implications resulting from the cancellation and grant of options pursuant
to the Offer in Germany for employees who reside in Germany during the entire
period beginning on the Cancellation Date through and including the date of sale
of the shares acquired from the exercise of the New Options. This summary is
based on German tax law in effect as of March 13, 2003, and may not address all
of the tax consequences that are relevant to you in light of your particular
circumstances, nor is it intended to be applicable in all respects to all
categories of option holders. Please consult your tax advisor prior to electing
to participate in the Offer, to assess the tax consequences of participation.

         a.       CANCELLATION OF OLD OPTIONS

                                       41



         The cancellation of the Old Options will not be considered a taxable
event and will not result in any tax liability (aside from the tax consequences
at the date of exercise of the New Options and sale of the shares acquired from
the exercise of such options as described below).

         b.       GRANT OF NEW OPTION

         The grant of the New Options will not be considered a taxable event and
will not result in any tax liability (aside from the tax consequences at the
date of exercise of the New Options and sale of the shares acquired from the
exercise of such options as described below).

         c.       DATE OF EXERCISE* OF THE NEW OPTION

         The excess of the fair market value of the underlying shares at the
date of exercise over the exercise price of the New Options (i.e., the spread)
is subject to tax on the date of exercise as employment income, at your marginal
income and social tax rates.

         * Please note that according to a very recent opinion of the German tax
authorities, income may be deemed taxable only at the date that the shares are
physically transferred to your account (even if this is after the actual date of
exercise). Please consult with your tax advisor on this issue.

         d.       SUBSEQUENT SALE OF THE SHARES ACQUIRED UPON EXERCISE OF THE
NEW OPTION

         Under current law, you will not recognize a taxable gain or loss if the
shares are sold more than 12 months from the date of exercise, provided you hold
less than 1% of the entire share capital at any time within the 5 years prior to
the sale. The sale of the underlying shares will be subject to tax if the period
between the exercise date and the date of sale is 12 months or less. In such
case 50% of the gain is taxable (the difference between the sales price and the
fair market value at the date of exercise plus sales costs of the shares).
Capital gains will be taxed at the same rates applicable to employment income.

         Please note that according to the draft catalogue of changes in German
tax law (which may be put into effect as early as January 1, 2003), the 50%
taxable gain resulting from the sale of shares will be taxable irrespective
whether the shares are sold within a 12 month period (grandfathering provisions
may be available under certain conditions). However, the taxable capital gain
will be subject to tax at a flat preferential rate.

         Note: At the time of exercise of the New Options and upon sale of the
underlying shares you should also confirm with your tax advisor/payroll
administrator your tax reporting and remittance responsibilities, Brooks'
withholding responsibilities, the applicability of any social taxes, the
availability of any exemptions/deductions and any foreign exchange restrictions.

         WE RECOMMEND YOU CONSULT YOUR OWN TAX ADVISOR FOR INFORMATION ON THE
TAX TREATMENT OF OPTIONS IN GERMANY.

25.      MATERIAL TAX CONSEQUENCES FOR EMPLOYEES WHO ARE TAX RESIDENTS IN SOUTH
         KOREA

         The information provided below is a general summarization of South
Korea tax implications resulting from the cancellation and grant of options
pursuant to the Offer in South Korea for employees, who reside in South Korea
during the entire period beginning on the Cancellation Date through and
including the date of sale of the shares acquired from the exercise of the New
Options. This summary is based on South Korean tax law in effect as of March 13,
2003, and may not address all of the tax consequences that are relevant to you
in light of your particular circumstances, nor is it intended to be applicable
in all respects to all categories of option holders. Please consult your tax
advisor prior to electing to participate in the Offer, to assess the tax
consequences of participation.

         a.       OPTION EXCHANGE

                                       42



         We believe it is unlikely that you will be subject to tax as a result
of the exchange of Old Options for the right to receive New Options.

         b.       GRANT OF NEW OPTIONS

         You will not be subject to tax when the New Options are granted to you.

         c.       EXERCISE OF NEW OPTIONS

         When you exercise the New Options, you will be subject to income tax on
the difference (or spread) between the fair market value of the shares on the
date of exercise and the exercise price. The spread will be treated as salary or
wages and taxed at your marginal rate.

         d.       SALE OF SHARES

         If you acquire shares upon exercise, you will be subject to capital
gains tax when you subsequently sell the shares. The taxable amount is the
difference between the sale price and the fair market value of the shares on the
date of exercise, unless the amount of shares (and any other company shares)
sold in that year is less than the exempt amount, which is presently set at
KRW2,500,000 for stock assets. Any gain you realize on stock assets that exceeds
KRW2,500,000 will be subject to capital gains tax. No securities transaction tax
will apply to the subsequent disposition of shares acquired under the plan(s).

         e.       WITHHOLDING AND REPORTING

         The income recognized at exercise will be compensation to you and,
under current laws, your employer is not required to withhold or report income
at the time of exercise or sale. You will be responsible for reporting and
paying any income tax and social insurance contribution liability, if any, that
may arise.

         WE RECOMMEND YOU CONSULT YOUR OWN TAX ADVISOR FOR INFORMATION ON THE
TAX TREATMENT OF OPTIONS IN SOUTH KOREA.

26.      MATERIAL TAX CONSEQUENCES FOR EMPLOYEES WHO ARE TAX RESIDENTS IN THE
         UNITED KINGDOM

         The information provided below is a general summarization of the United
Kingdom tax implications resulting from the cancellation and grant of options
pursuant to the Offer in the United Kingdom for employees who reside in the
United Kingdom during the entire period beginning on the Cancellation Date
through and including the date of sale of the shares acquired from the exercise
of the New Options. This summary is based on United Kingdom tax law in effect as
of March 13, 2003, and may not address all of the tax consequences that are
relevant to you in light of your particular circumstances, nor is it intended to
be applicable in all respects to all categories of option holders. Please
consult your tax advisor prior to electing to participate in the Offer, to
assess the tax consequences of participation.

         a.       CANCELLATION OF OLD OPTIONS

         The cancellation of the Old Options will not be considered a taxable
event and will not result in any tax liability (aside from the tax consequences
at the date of exercise of the New Option and sale of the shares acquired from
the exercise of such options as described below).

         b.       GRANT OF NEW OPTIONS

         The grant of the New Options will not be considered a taxable event and
will not result in any tax liability (aside from the tax consequences at the
date of exercise of the New Option and sale of the shares acquired from the
exercise of such options as described below).

                                       43



         c.       DATE OF EXERCISE OF THE NEW OPTIONS

         The excess of the fair market value of the underlying shares at the
date of exercise over the exercise price of the New Options (i.e., the spread)
is subject to tax on the date of exercise as employment income, at your marginal
income tax rate. There will also be a social tax charge (National Insurance
Contributions, or "NIC") on the spread of the New Options. In addition, if you
entered into a Joint Election with Brooks to assume the employer's NIC
liability, this will be due from you at the date of exercise of the New Options
in addition to your normal employee NIC.

         d.       SUBSEQUENT SALE OF THE SHARES ACQUIRED UPON EXERCISE OF THE
NEW OPTION

         A very recent case has made the position on sale of shares acquired
through employment unclear. One of two positions will apply:

         (1)      You will be taxed to capital gains tax on a difference between
                  the price paid for the New Options plus the amount taxed to
                  income tax on exercise of the New Options and the sales price;
                  or

         (2)      You will be taxed to capital gains tax on the difference
                  between the full market value of the shares on exercise plus
                  the amount taxed to income tax on exercise and the sale price.

         Position (2) is considerably more beneficial to you and it is thought
is the Inland Revenue's position. However, they have not yet published
confirmation of this.

NOTE:    At the time of exercise of the New Options and upon sale of the
         underlying shares you should also confirm with your tax advisor/payroll
         administrator your tax reporting and remittance responsibilities,
         Brooks' withholding requirements, the applicability of social taxes,
         availability of exemptions or taper relief, and any foreign exchange
         restrictions.

         WE RECOMMEND YOU CONSULT WITH YOUR OWN TAX ADVISOR FOR INFORMATION ON
THE TAX TREATMENT OF OPTIONS IN THE UNITED KINGDOM.

27.      EXTENSION OF OFFER; TERMINATION; AMENDMENT

         We expressly reserve the right, in our sole discretion, at any time and
from time to time, and if any event listed in Section 7 has occurred or is
deemed by us to have occurred, to extend the period of time during which the
Offer is open (i.e., the Expiration Date) and thereby delay the acceptance for
exchange of any options by giving oral or written notice of such extension to
the option holders or making a public announcement thereof.

         We also expressly reserve the right, in our reasonable judgment, to
terminate or amend the Offer prior to the Expiration Date and to postpone our
acceptance and cancellation of any Old Options tendered for exchange if any of
the events listed in Section 7 has occurred or is deemed by us to have occurred,
by giving oral or written notice of such termination or postponement to you or
by making a public announcement thereof. Our reservation of the right to delay
our acceptance and cancellation of options tendered for exchange is limited by
Rule 13e-4(f)(5) promulgated under the Securities Exchange Act of 1934, which
requires that we must pay the compensation offered or return the options
tendered promptly after termination or withdrawal of a tender offer.

         Subject to compliance with applicable law, we further reserve the
right, in our sole discretion, and regardless of whether any event listed in
Section 7 has occurred or is deemed by us to have occurred, to amend the Offer
in any respect, including, without limitation, by decreasing or increasing the
compensation offered in the Offer to option holders or by decreasing or
increasing the number of options being sought in the Offer.

         Amendments to the Offer may be made at any time and from time to time
by public announcement of the amendment. In the case of an extension, the
amendment must be issued no later than 6:00 p.m., Eastern Daylight

                                       44



Time, on the next business day after the last previously scheduled or announced
expiration date. Any public announcement made through the Offer will be
disseminated promptly to option holders in a manner reasonably designated to
inform option holders of the change. Without limiting the manner in which we may
choose to make a public announcement, except as required by applicable law, we
have no obligation to publish, advertise or otherwise communicate any such
public announcement other than by making a press release to PR Newswire.

         If we materially change the terms of the Offer or the information
concerning the Offer, or if we waive a material condition of the Offer, we will
extend the Offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3)
under the Securities Exchange Act. These rules require that the minimum period
during which an Offer must remain open following material changes in the terms
of the Offer or information concerning the Offer, other than a change in price
or a change in percentage of securities sought, will depend on the facts and
circumstances, including the relative materiality of such terms or information.

         If we decide to take any of the following actions, we will publish
notice or otherwise inform you in writing of these actions:

             -    we increase or decrease the amount of compensation offered for
                  the options;

             -    we decrease the number of options eligible to be tendered in
                  the Offer; or

             -    we increase the number of options eligible to be tendered in
                  the Offer by an amount that exceeds 2% of the shares issuable
                  upon exercise of the options that are subject to the Offer
                  immediately prior to the increase.

         If the Offer is scheduled to expire at any time earlier than the tenth
business day from, and including, the date that notice of such increase or
decrease is first published, sent or given in the manner specified in this
Section 27, we will extend the Offer so that the Offer is open at least ten
business days following the publication, sending or giving of notice.

         For purposes of the Offer, a "business day" means any day other than a
Saturday, Sunday or U.S. federal holiday and consists of the time period from
12:01 a.m. through 12:00 midnight, Eastern Daylight Time.

28.      FEES AND EXPENSES

         We will not pay any fees or commissions to any broker, dealer or other
person for soliciting tenders of options pursuant to this Offer.

29.      ADDITIONAL INFORMATION CONCERNING THE OFFER TO EXCHANGE

         This Offer to Exchange is part of a Tender Offer Statement on Schedule
TO that we have filed with the SEC. This Offer to Exchange does not contain all
of the information contained in the Schedule TO and the exhibits to the Schedule
TO. We recommend that you review the Schedule TO, including its exhibits, and
the following materials which we have filed with the SEC before making a
decision on whether to tender your options:

         1.       Brooks' Quarterly Report on Form 10-Q for our quarter ended
December 31, 2002, filed with the SEC on February 14, 2003;

         2.       Brooks' Annual Report on Form 10-K for our fiscal year ended
September 30, 2002, filed with the SEC on December 30, 2002;

         3.       Brooks' Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 filed with the SEC on January 21, 2003.

                                       45



         4.       Any document that we file with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this
Offer to Exchange and before the termination of this Offer. Information in these
filings will be deemed to be incorporated by reference as of the date we make
the filing.

         These filings, our other annual, quarterly and current reports, our
proxy statements and our other SEC filings may be examined, and copies may be
obtained, at the following SEC public reference rooms:

450 Fifth Street, N.W.       7 World Trade Center        500 West Madison Street
       Room 1024                  Suite 1300                   Suite 1400
Washington, D.C. 20549     New York, New York 10048      Chicago, Illinois 60661

         You may obtain information on the operation of the public reference
rooms by calling the SEC at (800)SEC-0330.

         Our SEC filings are also available to the public on the SEC's Internet
site at http://www.sec.gov.

         Our common stock is quoted on the Nasdaq National Market under the
symbol "BRKS" and our SEC filings can be read at the following Nasdaq address:

                                Nasdaq Operations
                               1735 K Street, N.W.
                             Washington, D.C. 20006

         Each person to whom a copy of this Offer to Exchange is delivered may
obtain a copy of any or all of the documents to which we have referred you,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents), at no cost, by leaving a message
on the special hotline put in place for purposes of the exchange program: (978)
262-7373. For questions concerning timing or procedural matters related to the
offer or how to locate additional copies of the materials describing the
exchange program you should leave a message on the special hotline put in place
for purposes of the exchange program. Please note that this is a voicemail
hotline only. Additionally, we have set up a separate e-mail address to answer
questions. This external e-mail address is stock-option-exchange@brooks.com and
the internal e-mail address displayed in the global address book is
"stock-option-exchange." Someone from the Office of the Treasurer will respond
to your inquiry within 48 hours after you leave a message. Be sure to leave your
name, a daytime and evening phone number where you may be contacted in addition
to your question(s). Please understand that the person responding to your
inquiries to the hotline or email address may only respond to questions
concerning timing or procedural matters related to the offer and cannot provide
advice as to whether you should participate or which options to exchange.

         As you read the Offer to Exchange, Frequently Asked Questions, Election
Form, and the Notice to Withdraw from the Offer, you may find some
inconsistencies in information among them. In that event, the Offer to Exchange
will govern. If you find any inconsistencies between the Offer to Exchange and
any subsequently amended documents or written communications, you should rely on
the statements made in the most recent document or written communication.

         The information contained in this Offer to Exchange about Brooks should
be read together with the information contained in the documents to which we
have referred you.

30.      MISCELLANEOUS

         We are not aware of any jurisdiction where the making of the Offer is
not in compliance with applicable law. If we become aware of any jurisdiction
where the making of the Offer is not in compliance with any valid applicable
law, we will make a good faith effort to comply with such law. If, after such
good faith effort, we cannot

                                       46



comply with such law, the Offer will not be made to, nor will tenders be
accepted from or on behalf of, the option holders residing in such jurisdiction.

         WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR
BEHALF AS TO WHETHER YOU SHOULD TENDER OR NOT TENDER YOUR OPTIONS THROUGH THE
OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION IN THIS DOCUMENT OR DOCUMENTS TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER
THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS DOCUMENT, "FREQUENTLY
ASKED QUESTIONS", THE ELECTION FORM AND THE NOTICE TO WITHDRAW FROM THE OFFER.
IF ANYONE MAKES ANY RECOMMENDATION OR REPRESENTATION TO YOU OR GIVES YOU ANY
INFORMATION, YOU MUST NOT RELY UPON THAT RECOMMENDATION, REPRESENTATION OR
INFORMATION AS HAVING BEEN AUTHORIZED BY US.

                    Brooks Automation, Inc. - March 13, 2003

                                       47



                                   SCHEDULE A

                      INFORMATION CONCERNING THE DIRECTORS,
    EXECUTIVE OFFICERS AND CERTAIN OTHER OFFICERS OF BROOKS AUTOMATION, INC.

         The directors and executive officers of Brooks Automation, Inc. and
their positions and offices as of March 13, 2003, are set forth in the following
table:



       NAME                                    POSITION AND OFFICES HELD                              NUMBER OF OPTIONS
- -------------------           --------------------------------------------------------------          -----------------
                                                                                                
Robert J. Therrien            Chief Executive Officer and Chairman of the Board of Directors                 505,781

Edward C. Grady               President and Chief Operating Officer                                          210,700

Charles M. McKenna            Executive Vice President, Chief Technology Officer                             135,430

Jeffrey A. Cassis             Senior Vice President, Global Sales and Customer Service                       167,768

Robert W. Woodbury, Jr.       Senior Vice President, Chief Financial Officer                                  85,000

Michael W. Pippins            Senior Vice President, Corporate Marketing                                      89,660

Steven P. Wentzell            Senior Vice President, Human Resources                                          99,617

Thomas S. Grilk               Senior Vice President and General Counsel                                       30,000

Peter Frasso                  Senior Vice President, Global Operations                                        75,000

Santo DiNaro                  Senior Vice President, Hardware Automation Group                               102,510

Lynda M. Avallone             Vice President, Corporate Treasurer                                             62,340

Steven E. Hebert              Vice President, Corporate Controller                                            66,415

Roger D. Emerick              Director                                                                        86,000

Amin J. Khoury                Director                                                                        65,000

Juergen Giessmann             Director                                                                        45,000

Joseph R. Martin              Director                                                                        40,000

Kenneth M. Thompson           Director                                                                        48,000

Mitchell G. Tyson             Former Director                                                                    N/A

                                                                                       TOTAL               1,914,221


         The address of each director and executive officer is: c/o Brooks
Automation, Inc., 15 Elizabeth Drive, Chelmsford, MA 01824.

                                       A-1


                                   Schedule B

           Summarized Financial Information of Brooks Automation, Inc.
                      (in thousands, except per share data)




                                                                                  Three months
                                                                                     ended             Year ended September 30,
                                                                                  December 31,        ------------------------------
                                                                                     2002 (1)         2002 (2)(4)          2001 (3)
                                                                                   (unaudited)         (audited)          (audited)
                                                                                  ------------        ----------          ----------
                                                                                                                 
Revenues                                                                            $  84,855          $ 304,254          $ 381,716
Gross profit                                                                        $  24,374          $  83,044          $ 152,384
Income (loss) from operations                                                       $ (52,549)         $(627,818)         $ (43,904)
Income (loss) before income taxes and minority interests                            $ (66,081)         $(627,412)         $ (36,523)
Net income (loss)                                                                   $ (70,986)         $(719,954)         $ (29,660)
Accretion and dividends on preferred stock                                          $    --            $    --            $      90
Net income (loss) attributable to common stockholders                               $ (70,986)         $(719,954)         $ (29,750)
Basic and diluted loss per share                                                    $   (1.95)         $  (27.90)         $   (1.65)
Shares used in computing basic and diluted loss per share                              36,360             25,807             18,015




                                                                                       As of               As of September 30,
                                                                                     December 31,      --------------------------
                                                                                         2002             2002            2001
                                                                                     (unaudited)       (audited)        (audited)
                                                                                     ------------      ---------        ---------
                                                                                                               
Current assets                                                                         $312,134         $333,553         $383,136
Long-term assets                                                                       $285,695         $323,944         $326,568
Total assets                                                                           $597,829         $657,497         $709,704
Working capital                                                                        $156,437         $176,338         $282,163
Current liabilities                                                                    $155,697         $157,215         $100,973
Convertible subordinated notes due 2008                                                $175,000         $175,000         $175,000
Long-term debt and capital lease obligations (less current portion)
  and senior subordinated note                                                         $     55         $    177         $     31
Other long-term liabilities                                                            $ 16,173         $ 16,377         $  8,769
Total long-term liabilities                                                            $191,228         $191,554         $183,800
Minority interest                                                                      $    583         $    493         $    762
Stockholders' equity                                                                   $250,321         $308,235         $424,169


   
(1)   Amounts include $21.1 million of acquisition-related and restructuring charges.

(2)   Amounts include results of operations of Hermos Informatik GmbH (acquired July 3, 2002); PRI Automation, Inc.
      acquired May 14, 2002); Intelligent       Automation Systems, Inc. and IAS Products, Inc. (acquired February 15,
      2002); Fab Air Control (acquired December 15, 2001); the Automation Systems Group of Zygo Corporation (acquired
      December 13, 2001); Tec-Sem A.G. (acquired October 9, 2001) and General Precision, Inc. (acquired October 5, 2001)
      for the periods subsequent to their respective acquisitions.

(3)   Amounts include results of SEMY Engineering, Inc. (acquired February 16, 2001), the KLA e-Diagnostics product
      business (acquired June 26, 2001); CCS Technology, Inc. (acquired June 25, 2001) and SimCon N.V. (acquired
      May 15, 2001) for the periods subsequent to their respective acquisitions.

(4)   Amounts include charges of $24.1 million of acquisition-related and restructuring charges, $479.3 million for asset
      impairments and $106.7 million for deferred tax write-offs.



Set forth below is certain information on the ratio of earnings to fixed charges
and preferred dividends and accretion and on book value per share.

         Calculation of Ratio of Earnings to Fixed Charges and Preferred
                             Dividends and Accretion
                          (in thousands, except ratios)



                                                                               Three months ended
                                                                                   December 31,            Year ended September 30,
                                                                             ------------------------      ------------------------
                                                                                2002           2001           2002            2001
                                                                             ---------      ---------      ---------      ---------
                                                                                                              
Fixed charges
   Interest expense                                                          $   2,573      $   2,598      $  10,290      $   4,063
   Portion of rent expense representative of interest                            1,457            564          2,733          1,600
                                                                             ---------      ---------      ---------      ---------
                                                                                 4,030          3,162         13,023          5,663
   Preferred dividend and accretion requirement
                                                                                  --             --             --              145
                                                                             ---------      ---------      ---------      ---------
  Combined fixed charges and preferred dividends and accretion               $   4,030      $   3,162      $  13,023      $   5,808
                                                                             =========      =========      =========      =========
Earnings
  Income (loss) before income taxes and minority interests                   $ (66,081)     $ (15,132)     $(627,412)     $ (36,523)
   Fixed charges per above                                                       4,030          3,162         13,023          5,808
                                                                             ---------      ---------      ---------      ---------
                                                                             $ (62,051)     $ (11,970)     $(614,389)     $ (30,715)
                                                                             =========      =========      =========      =========
Ratio of earnings to combined fixed charges and
  preferred dividends and accretion
                                                                                  --             --             --             --
                                                                             =========      =========      =========      =========
Coverage deficiency                                                          $ (66,081)     $ (15,132)     $(627,412)     $ (36,523)
                                                                             =========      =========      =========      =========



The book value per share as of December 31, 2002 is $7.1133.


                                      B-1

EX-99.(A)(2)

                                                                  Exhibit (a)(2)

                  [Brooks Automation, Inc. Letterhead]

FROM:             Robert J. Therrien, Chairman and Chief Executive Officer

SUBJECT:          OFFER TO EXCHANGE STOCK OPTIONS

DATE:             March 13, 2003

TO:               All Employees

         I am pleased to announce that the stockholders of Brooks Automation,
Inc. have approved a program to allow the Company to offer a stock option
exchange program to all employees. This program can be a significant benefit to
employees who hold stock options with exercise prices of $20 or higher, and
which expire after April 16, 2004, by offering them the opportunity to exchange
those old stock options for new stock options. Participation in this program is
totally at the employee's discretion. If you wish to participate, you can
exchange any grant, subject to minimum limitations, or all of your eligible
stock option grants at your discretion. If you participate, your old stock
options will be cancelled and you will receive, in exchange, a number of new
options based on the following table:



                                                   EXCHANGE RATIOS
EXERCISE PRICE OF OLD OPTION          (# NEW OPTIONS FOR OLD OPTIONS EXCHANGED)
- --------------------------------------------------------------------------------
                                   
Greater than $100.00                       1 new option for 15 old options
- --------------------------------------------------------------------------------
$50.00-$99.99                              1 new option for 5 old options
- --------------------------------------------------------------------------------
$30.00-$49.99                              1 new option for 2 old options
- --------------------------------------------------------------------------------
$20.00-$29.99                              1 new option for 1.5 old options
- --------------------------------------------------------------------------------
Less than $20.00                           Not eligible to participate


         The price of the new options cannot be established due to regulatory
requirements, nor can the new option grants be issued until more than six months
have lapsed from the date the old options are cancelled. We estimate the new
grant date will be on or about October 16, 2003, and the exercise price of the
new option will be the closing market price on the day of the grant. To receive
a new option grant, you must be an employee on the date the new stock option is
granted. In general terms, the vesting of the new options will have an
additional 6 months added on to the vesting schedule of the options given up.

         Again, we're very excited about bringing you this opportunity. You will
be receiving additional material on this stock option exchange, including
Frequently Asked Questions, the Offer to Exchange, the Election Form and the
Notice to Withdraw from the Offer, and you should carefully review these
documents in their entirety. If you want

                                       1



to participate, you must submit an Election Form (Offer to Exchange Options
Election Form) and hand deliver, courier, mail or fax to the Office of the
Treasurer at Brooks Automation, Inc., 15 Elizabeth Drive, Chelmsford,
Massachusetts 01824, Attention: Lynda Avallone fax no. 978-262-1515, not later
than 6:00 p.m. Eastern Standard Time on April 11, 2003. If you have any
questions, we have a hot line set up to leave a voice mailmessage
(978-262-7373). We will respond to your voice mail within 48 hours. We also have
a separate email address for you to email questions. This address is
stock-option-exchange@brooks.com.

                                        2

EX-99.(A)(3)

                                                                  Exhibit (a)(3)

                           FREQUENTLY ASKED QUESTIONS

                  The following are answers to some of the questions that you
may have about this offer. We urge you to carefully read the Offer to Exchange,
the Election Form and the Notice to Withdraw from the Offer because additional,
important information is contained in those other documents.

GENERAL QUESTIONS ABOUT THE PROGRAM

         1.       WHY IS THE COMPANY MAKING AN OFFER TO EXCHANGE OPTIONS?

                  Brooks Automation has used stock options as a way to attract
and retain its employees. However, the stock price has declined significantly in
recent years, and as a result, the majority of Brooks' employees have options
with exercise prices significantly higher than current market prices ("out of
the money") options. The Company believes that these "out of the money" options
have little incentive to employees, and in fact undermine morale and motivation.
The stock option exchange program is designed to provide employees with new
options a little over six months after the date of cancellation of the old
options that are closer to the current market price of our stock.

         2.       WHO IS ELIGIBLE TO PARTICIPATE IN THE OFFER?

                  To participate in the program, you must meet the following
criteria:

                  a)   You must be an employee from March 13, 2003, the date the
                       Offer begins, through April 11, 2003, the date the Offer
                       ends;

                  b)   You must hold stock options with an exercise price of
                       $20.00 or higher, which expire after April 16, 2004; and

                  c)   You must not be a consultant to, or one of the directors
                       and executive officers of, Brooks listed on Schedule A to
                       the Offer to Exchange.

         3.       IF I AM ELIGIBLE TO PARTICIPATE IN THIS OFFER, DO I HAVE TO
                  PARTICIPATE?

                  No, you are not required to participate in this offer.
Participation in this offer is strictly voluntary.

         4.       WHICH OPTION GRANTS ARE ELIGIBLE TO PARTICIPATE?



                  All option grants to purchase shares of Brooks stock may be
exchanged except the following:

                  -    Options with an exercise price of less than $20.00 per
                       share;

                  -    Options which will expire before April 16, 2004; and

                  -    Options granted after October 10, 2002. These will have
                       to be given up if you participate in the program, but you
                       will receive no options in exchange for these cancelled
                       options.

                  -    Options granted under the Interval Logic Stock Option
                       Plan.

         5.       HOW DO I KNOW WHICH OF MY OPTIONS ARE ELIGIBLE FOR THE
                  EXCHANGE PROGRAM?

                  Your option statement is available for review on-line by
accessing your E*Trade OptionsLink account, and includes for each grant, the
option grant date, the unique grant number identifying each grant, the number of
shares granted, the exercise price and the expiration date.

         6.       HOW DOES THE EXCHANGE WORK?

                  Each employee can elect to have all his or her eligible
options exchanged, some eligible options exchanged, or none exchanged. However,
individual grants cannot be split. For example, if an employee was granted 1,000
options on February 1, 2001, he or she must decide if all 1,000 options will be
exchanged or if none will be. An employee cannot elect to split that February 1,
2001 grant and have 500 options exchanged and 500 not exchanged. If however, an
employee has that same February 1, 2001 grant, and a second grant on November 1,
2000, the employee can decide to have the February 1, 2001 grant exchanged but
not the November 1, 2000 grant, or vice versa.

                  Employees who have elected to participate in the program will
be granted new options at least six months and one day after the old ones are
cancelled (the "regrant date"). This is expected to be on or about October 16,
2003. The options you receive at that time will have an exercise price equal to
the closing price on the Nasdaq National market on the day the new option is
granted. The number of options that an employee will be granted depends upon the
number of options exchanged, and the exercise price of the options exchanged, as
defined by the chart below:



                                                     EXCHANGE RATIOS
EXERCISE PRICE OF OLD OPTIONS           (# NEW OPTIONS RECEIVED FOR OLD OPTIONS)
- --------------------------------------------------------------------------------
                                     
Greater than $100.00                        1 new option for 15 old options
- --------------------------------------------------------------------------------
$50.00-$99.99                               1 new option for 5 old options
- --------------------------------------------------------------------------------
$30.00-$49.99                               1 new option for 2 old options
- --------------------------------------------------------------------------------
$20.00-$29.99                               1 new option for 1.5 old options
- --------------------------------------------------------------------------------
Less than $20.00                            Not eligible to participate


                                      - 2 -



                  As an example, if you have 500 options at $25.00 per share,
you would receive 333 options (500 divided by 1.5) at the closing price of
Brooks common stock the day the new options are granted. However, if you have
500 options with an exercise price of $105.00, you would receive 33 options (500
divided by 15.0), at the closing price of Brooks common stock the day the new
options are granted.

                  We will not issue any new options exercisable for fractional
shares. Instead, we will round the new options down to the nearest whole number
of shares with respect to each option. For example, if you surrendered 500 old
options at an original exercise price of $25.00, the exact mathematics would
result in 333.333 new options (500 divided by 1.5); however, you would only
receive 333 new options.

         7.       CAN I EXCHANGE THE REMAINING PORTION OF AN ELIGIBLE OPTION
                  THAT I HAVE ALREADY PARTIALLY EXERCISED?

                  Yes, any remaining outstanding, unexercised portion of an
eligible option can be exchanged. The new option will be granted based on the
remaining number of unexercised options.

         8.       WHAT WILL HAPPEN TO THE OPTIONS THAT I EXCHANGE?

                  The options that you turn in for exchange will be cancelled
within a few business days after the end of the offer. Employees will no longer
have any right with respect to these old options, as once they are cancelled,
they will no longer exist.

         9.       WHEN WILL I RECEIVE MY NEW OPTIONS?

                  We will grant the new options on the regrant date, which will
be at least six months and one day after the cancellation of the old options. If
we cancel options turned in for exchange within a few business days after the
scheduled expiration date of the offer, the regrant date of the new options will
be on or soon after October 16, 2003.

         10.      WHY WON'T I RECEIVE MY NEW OPTIONS IMMEDIATELY AFTER THE
                  EXPIRATION DATE OF THE OFFER?

                  If we were to grant the new options on any date which is
earlier than six months and one day after the date we cancel the old options, it
would have negative accounting consequences for Brooks (we would be required for
financial reporting purposes to record a compensation expense against our
earnings). By deferring the grant of the new options for at least six months and
one day, under current accounting rules, we will not have to record such a
compensation expense.

         11.      WHAT WILL BE THE EXERCISE PRICE FOR THE NEW OPTIONS?

                                      - 3 -



                  The exercise price for the new options will be the fair market
value of our stock on the date of grant of the new options (approximately
October 16, 2003, unless the offer period is extended), defined as the closing
price of our common stock on the Nasdaq National Market on that date.

         12.      WHICH OPTION PLAN WILL MY NEW OPTIONS BE GRANTED FROM?

                  If you choose to exchange options that were originally granted
under the Brooks 2000 Plan, then your new options will be granted to you from
the Brooks 2000 Plan. If you choose to exchange options that were originally
granted under the Brooks 1998 Plan, then your new options will be granted to you
from the Brooks 1998 Plan. If you choose to exchange options that were
originally granted from any other option plans involved in this offer, your new
options will be granted from either the Brooks 2000 Plan or the Brooks 1998
Plan.

         13.      WHAT WILL BE THE TERMS AND CONDITIONS OF MY REPLACEMENT
                  OPTIONS?

                  Your new options will be subject to the terms and conditions
of either the Brooks 2000 Plan or the Brooks 1998 Plan, whichever your new
options are granted under. The terms of those two plans are summarized in the
Offer to Exchange.

         14.      WHAT ARE THE VESTING TERMS OF THE NEW OPTION GRANTS?

                  Generally, the new options will have a vesting period that
will effectively add on at least six months but no more than one year to the
vesting schedule of the old option. The new options will not vest until the
later of: (i) six months after the old options would have vested, or (ii) six
months after the new option grant date (in other words, on or soon after April
16, 2004). As an example, if you are fully vested in the options you decide to
give up, then the new options will not be fully vested until six months after
the regrant date. This means that the new options will not be fully vested until
on or soon after April 16, 2004, which has the effect of extending the vesting
period by one year (from April 16, 2003 to April 16, 2004). If, however, you
have given up an option that would have vested on December 30, 2003, then the
new option will vest June 30, 2004. In this case, only six months have been
tacked onto the vesting schedule. Exactly how much additional time will be added
to the vesting schedule of each new option will depend on the vesting schedule
under the old option.

         15.      CAN I HAVE SOME EXAMPLES OF HOW AN OFFER TO EXCHANGE MIGHT
                  WORK?

                  Example 1

                  Assumptions:

                  Your Original Stock Option Grant: 5,000 shares

                                      - 4 -



                  Your Original Stock Option Exercise Price: $40.00

                  Your Original Stock Option Grant Date: December 5, 2000

                  Your Original Vesting Schedule: 1,250 shares vest December 5,
2001, then yearly thereafter until fully vested in December 2004.

                  Exchange Ratio Applicable: 1 new option for 2 old options

                  Nasdaq Closing Stock Price on New Options Grant Date, October
16, 2003: $10.00

                  Using the above assumptions as an illustration, we would
cancel your original stock options on approximately April 15, 2003. On the
regrant date, which is expected to be on or soon after October 16, 2003, we
would grant you new options for 2,500 shares because you receive one new option
for every two old options. If the Nasdaq National Market closing price of Brooks
stock on that date was $10.00, your new exercise price would be $10.00. Six
months will be added to the vesting schedule. Therefore, no shares would be
vested on October 16, 2003. 1,250 shares will vest on April 16, 2004, 625 shares
will vest on June 5, 2004, and the final 625 shares will vest on June 5, 2005.
Your new options will therefore fully vest on June 5, 2005.

                  Example 2

                  Assumptions:

                  Your Original Stock Option Grant: 5,000 shares

                  Your Original Stock Option Grant Date: November 10, 2000

                  Your Original Stock Option Exercise Price: $21

                  Your Original Vesting Schedule: 1,250 shares vest November 10,
2001, then quarterly thereafter until fully vested in November 2004 or until
termination of employment.

                  Exchange Ratio Applicable: 1 new option for 1.5 old options

                  Nasdaq closing stock price on New Options Grant Date, October
16, 2003: $25.00

                  Using the above assumptions as an illustration, we would
cancel your original stock option on approximately April 15, 2003. On the
regrant date, which is expected to be on or soon after October 16, 2003, we
would grant you new options for 3,333 shares because you receive one new option
for every 1.5 old options. You should note that according to the actual
calculation of the exchange ratio this would result in 3,333.333 shares, but

                                      - 5 -



because we will not issue fractional shares, we will round down and you will
receive a new option for 3,333 shares. Assuming the closing Nasdaq National
Market price of Brooks stock on October 16, 2003 was $25.00, your new exercise
price would be $25.00. (Please note that this is higher than your original stock
option price.) No shares would be vested on October 16, 2003, 2,293 shares will
vest on April 16, 2004, and six months will be added to each vesting date on the
vesting schedule, so that an additional 208 shares will vest on each of the
following dates: May 10, 2004, August 10, 2004, November 10, 2004, February 10,
2005, May 10, 2005. Your 3,333 options will therefore be fully vested on May 10,
2005.

         16.      WHAT IF I LEAVE BROOKS BETWEEN THE DATE MY OPTIONS ARE
                  CANCELLED AND THE DATE THE NEW OPTIONS ARE GRANTED?

                  In order to receive new options, you must be an active
employee on the date the new options are granted. If you are terminated or
resign, you will not receive a new option grant. You will not receive any other
compensation for the options that you gave up.

         17.      WHAT IF I LEAVE BROOKS AFTER I RECEIVE THE NEW GRANTS BUT
                  PRIOR TO SIX MONTHS AFTER THE NEW GRANT DATE?

                  None of your new options will be vested, so you will have no
new options to exercise. Those options that were not exchanged will be governed
by the terms of the existing stock option agreement and, if any are vested, you
may exercise those subject to the terms of the existing stock option agreement.

         18.      WHICH OLD OPTIONS MUST BE CANCELLED IF I DECIDE TO PARTICIPATE
                  IN THE OFFER?

                  You can choose to exchange some or all of the options that
were granted to you prior to October 10, 2002 for exchange. However, if you do
choose to exchange any of these options, BROOKS WILL AUTOMATICALLY CANCEL ALL
OPTIONS GRANTED TO YOU ON OR AFTER OCTOBER 10, 2002, AND YOU WILL NOT RECEIVE
ANY OPTIONS IN RETURN FOR THE OPTIONS GRANTED ON OR AFTER OCTOBER 10, 2002.

         19.      WHAT DO I NEED TO DO TO PARTICIPATE IN THE OFFER TO EXCHANGE
                  AND WHAT IS THE DEADLINE?

                  To participate, you must complete the Election Form, sign and
date it, and deliver it by mail, courier, hand delivery or fax so that it is
received not later than 6:00 p.m. Eastern Daylight Time on April 11, 2003 (or
later if we extend the Offer period) at:

                                      - 6 -



                                    Office of the Treasurer
                                    Brooks Automation, Inc.
                                    15 Elizabeth Drive
                                    Chelmsford, MA  01824
                                    ATTN: Lynda Avallone
                                    Fax: (978) 262-1515

                  You should also deliver all stock option agreements for the
options you are asking to exchange.

                  We expect that we will accept all options properly offered to
us for exchange that are not validly withdrawn, subject to our rights to extend,
terminate and amend the offer. While we reserve the right to extend, terminate
and amend the offer, we also reserve the right to reject any or all options
elected for exchange that we determine are not in appropriate form or that we
determine are unlawful to accept.

         20.      WHAT WILL HAPPEN IF I DO NOT TURN IN MY FORM BY THE DEADLINE?

                  If you do not turn in your properly completed, signed, and
dated Election Form by the deadline, then you will not participate in the option
exchange, and all stock options currently held by you will remain intact at
their original price and subject to their original terms.

         21.      HOW LONG DO I STILL HAVE THE ABILITY TO WITHDRAW OPTIONS
                  PREVIOUSLY TURNED IN FOR EXCHANGE?

                  You can withdraw the options you have elected for exchange at
any time before 6:00 p.m., Eastern Daylight Time, on April 11, 2003. To withdraw
options elected for exchange, you must complete a Notice to Withdraw from the
Offer sign and date it, and deliver it by mail, courier, hand delivery or fax so
that it is received not later than 6:00 p.m. Eastern Daylight Time on April 11,
2003 (or later if we extend the Offer period) at:

                                    Office of the Treasurer
                                    Brooks Automation, Inc.
                                    15 Elizabeth Drive
                                    Chelmsford, MA  01824
                                    ATTN: Lynda Avallone
                                    Fax: (978) 262-1515

                  Once you have withdrawn your election to exchange options, the
only way you can re-elect to exchange options is by completing a new Election
Form and following the delivery procedures described in the Instructions to the
Election Form so that it is received before the expiration of the offer. If we
do extend this offer, then you can withdraw your previously elected options
until the new expiration date of the offer. In addition, although we presently
intend to accept and cancel validly tendered options promptly after the
expiration of this offer, if we have not accepted and cancelled your tendered
options after May 8, 2003, you can withdraw your tendered options at any time
after May 8, 2003.

         22.      CAN I CHANGE MY MIND ABOUT WHICH OPTIONS I WANT TO EXCHANGE?

                                      - 7 -



                  Yes, you can change your election at any time before the offer
expires. In order to change your election, you must complete, sign and date a
new Election Form and deliver it by mail, courier, hand delivery or fax so that
it is received not later than 6:00 p.m. Eastern Daylight Time on April 11, 2003
(or later if we extend the Offer period) at:

                                    Office of the Treasurer
                                    Brooks Automation, Inc.
                                    15 Elizabeth Drive
                                    Chelmsford, MA  01824
                                    ATTN: Lynda Avallone
                                    Fax: (978) 262-1515

                  Once you have done this, your previous Election Form will be
disregarded. If we extend this offer, you can change your election until the new
expiration date of the offer.

         23.      IS THIS A STOCK OPTION REPRICING?

                  This is not a stock option repricing in the traditional sense.

         24.      WHY CAN'T BROOKS JUST REPRICE MY OPTIONS, AS I HAVE SEEN DONE
                  AT OTHER COMPANIES?

                  As a result of changes to accounting rules, a traditional form
of option repricing would result in unfavorable accounting consequences to
Brooks. If we were to simply reprice options we would be required to take a
charge against earnings on any future appreciation in value of the repriced
options. This could put Brooks' potential for profitability in the future in
serious jeopardy. As a result, the traditional repricing method is not looked
upon favorably by institutional investors, who own a substantial majority of
Brooks' stock.

         25.      AM I ELIGIBLE TO RECEIVE FUTURE GRANTS IF I PARTICIPATE IN
                  THIS EXCHANGE?

                  If you participate in this exchange program you will be
eligible for future option grants. However, because of the accounting rules
discussed above, Brooks does not anticipate that there will be any option grants
made to a significant number of existing employees prior to the regrant date
(expected to be on or after October 16, 2003) although there could be options
granted to new hires.

         26.      WILL I HAVE TO PAY TAXES AS A CONSEQUENCE OF MY PARTICIPATION
                  IN THIS EXCHANGE?

                  If you are a United States-based employee, neither the
cancellation of your old options nor your receipt of a new option normally
should give rise to a taxable event for you, but we recommend that you consult
with your own tax advisor to determine if there are any particular tax
consequences that will apply to you.

                                      - 8 -



                  If you are an employee resident outside of the United States
or otherwise subject to the tax laws of a jurisdiction other than the United
States, WE RECOMMEND THAT YOU CONSULT WITH YOUR OWN TAX ADVISOR TO DETERMINE THE
TAX AND SOCIAL CONTRIBUTION CONSEQUENCES OF ELECTING TO EXCHANGE OPTIONS
PURSUANT TO THE OFFER. ALL EMPLOYEES ARE STRONGLY URGED TO READ SECTIONS 19-23
OF THE OFFER TO EXCHANGE FOR AN ADDITIONAL DISCUSSION OF THE POTENTIAL TAX
CONSEQUENCES.

         27.      WHAT DO I DO IF I DON'T UNDERSTAND OR HAVE QUESTIONS ABOUT THE
                  EXCHANGE OR REQUIRE COPIES OF THE OFFER DOCUMENTS?

                  For questions concerning timing or procedural matters related
to the offer or how to locate additional copies of the materials describing the
exchange program, you should leave a message on the special hotline put in place
for purposes of the exchange program: (978) 262-7373. Please note that this is a
voicemail hotline only. Additionally, we have set up a separate email address to
answer questions. The external e-mail address is
stock-option-exchange@brooks.com and the internal e-mail address displayed in
the global address book is "stock-option-exchange." Someone from the Office of
the Treasurer will respond to your inquiry within 48 hours after you leave a
message. Be sure to leave your name, a daytime and evening phone number where
you may be contacted in addition to your question(s). Please understand that the
person responding to your inquiries to the hotline or email address may only
respond to questions concerning timing or procedural matters related to the
offer and cannot provide advice as to whether you should participate or which
options to exchange.

                                      - 9 -

EX-99.(A)(4)

                                                                  Exhibit (a)(4)

                             BROOKS AUTOMATION, INC.
                            OFFER TO EXCHANGE OPTIONS

                                  ELECTION FORM

         I have received, read and understand (i) the Offer to Exchange; (ii)
the Frequently Asked Questions; and (iii) this Election Form (together, as they
may be amended from time to time, constituting the "Offer"). Those documents
describe the offering to eligible employees who hold eligible stock options of
the opportunity to exchange these stock options ("Old Options") for a promise to
grant new options under either the Brooks Automation, Inc. 2000 Combination
Stock Option Plan or the Brooks Automation, Inc. 1998 Employee Equity Incentive
Plan on a date which is at least six months and a day following the cancellation
of the Old Options (the "New Options"). This offer expires at 6:00 p.m. Eastern
Daylight Time on April 11, 2003, unless it is extended by Brooks.

         I understand that if I elect to cancel my Old Options in exchange for
Brooks' promise to issue New Options, I will receive a number of shares subject
to the New Option for each share subject to the Old Options based on an exchange
ratio, rounded down to the nearest whole share, as follows:



                                                    EXCHANGE RATIOS
EXERCISE GRANT PRICE OF OLD OPTIONS     (# NEW OPTIONS RECEIVED FOR OLD OPTIONS)
- --------------------------------------------------------------------------------
                                     
Greater than $100.00                        1 new option for 15 old options
- --------------------------------------------------------------------------------
$50.00-$99.99                               1 new option for 5 old options
- --------------------------------------------------------------------------------
$30.00-$49.99                               1 new option for 2 old options
- --------------------------------------------------------------------------------
$20.00-$29.99                               1 new option for 1.5 old options
- --------------------------------------------------------------------------------
Less than $20.00                            Not eligible to participate


         I also understand that if I chose to cancel any Old Options, all
outstanding options that were granted to me on or after October 10, 2002
regardless of exercise price, will be automatically cancelled. I understand that
for each option I elect to cancel, I lose my right to all outstanding,
unexercised shares under that option. I have read the Offer and understand the
possible loss of my cancelled stock options if my employment is terminated for
whatever reason before the New Options are granted.

         I understand that there is a possibility that the exercise price of my
New Options could be higher than the exercise price of my Old Options, resulting
in a loss of some stock option benefit. I also understand that if I elect to
cancel any options, all options granted since October 10, 2002, will also be
automatically cancelled. I agree to all terms of the Offer.

         Subject to the above understandings, I would like to participate in the
Offer as indicated below. I HAVE READ AND FOLLOWED THE INSTRUCTIONS ATTACHED TO
THIS FORM.

         Please check the box and list the grant date and grant number of each
stock option grant that you wish to have exchanged pursuant to the terms of the
Offer and this Election Form.

         You may change the terms of your election to tender options for
exchange by submitting a new Election Form or a Notice to Withdraw from the
Offer prior to the expiration date of 6:00 p.m. Eastern Daylight Time, April 11,
2003 (or the new expiration date if we extend the Offer Period).



[ ] Yes, I wish to exchange each of the options specified below (and on any
additional sheets which I have attached to this form).



                                            TOTAL NUMBER OF UNEXERCISED SHARES SUBJECT TO THE OPTION
GRANT NUMBER   GRANT DATE  EXERCISE PRICE                  (SHARES TO BE CANCELLED)
- ------------   ----------  --------------   --------------------------------------------------------
                                   
____________________________________________________________________________________________________

____________________________________________________________________________________________________

____________________________________________________________________________________________________

____________________________________________________________________________________________________

____________________________________________________________________________________________________


[ ] I have attached an additional sheet listing my name and any additional
grants I wish to exchange.

I UNDERSTAND THAT ALL OF THESE OPTIONS WILL BE IRREVOCABLY CANCELLED AND THAT
ALL OPTIONS GRANTED TO ME SINCE OCTOBER 10, 2002 WILL ALSO BE AUTOMATICALLY
CANCELLED UPON ACCEPTANCE OF MY OFFER BY BROOKS, WHICH IS EXPECTED TO OCCUR
WITHIN A FEW BUSINESS DAYS AFTER APRIL 11, 2003.

____________________________  __________________________________________________
Employee Signature            Government ID #, e.g. Social Security #, Social
                              Insurance #, etc.

____________________________  ____________________  ____________________________
Employee Name (Please print)  E-mail Address        Date and Time

   RETURN VIA MAIL, COURIER, HAND DELIVERY OR FACSIMILE SO THAT IT IS RECEIVED
      NOT LATER THAN 6:00 P.M. EASTERN DAYLIGHT TIME ON APRIL 11, 2003 (OR
           THE NEW EXPIRATION DATE IF WE EXTEND THE OFFER PERIOD) AT:

                             OFFICE OF THE TREASURER
                             BROOKS AUTOMATION, INC.
                             15 ELIZABETH DRIVE
                             CHELMSFORD, MA 01824
                             ATTN: LYNDA AVALLONE
                             FAX: (978) 262-1515



                        INSTRUCTIONS TO THE ELECTION FORM

              FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

         1. Delivery of Election Form.

         A properly completed and executed original of this Election Form (or a
facsimile of it), and any other documents required by this Election Form, must
be received not later than 6:00 p.m. Eastern Daylight Time on April 11, 2003
(the "Expiration Date") at the address indicated on the front of this Election
Form.

         YOU MAY SEND IT BY MAIL, COURIER, HAND DELIVERY OR FACSIMILE, BUT THE
METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR OPTION AND RISK,
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE OFFICE
OF THE TREASURER AT BROOKS. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO
ENSURE TIMELY DELIVERY.

         2. Withdrawal.

         Options offered for exchange may be withdrawn at any time before the
Expiration Date. If Brooks extends the Offer beyond that time, you may withdraw
the options you offered to exchange at any time until the extended expiration
date of the Offer. In addition, although Brooks currently anticipates that it
will accept your validly tendered options within a few business days after the
expiration of the Offer, unless Brooks accepts and cancels your tendered options
before 6:00 p.m., Eastern Daylight Time, May 8, 2003, you may withdraw your
tendered options at any time after May 8, 2003. To withdraw tendered options you
must deliver a signed and dated Notice to Withdraw from the Offer, with the
required information, to the address on the front of this Election Form so that
it is received by Brooks before the Expiration Date. Withdrawals may not be
rescinded, and any eligible options withdrawn will thereafter be deemed not
properly tendered for purposes of the Offer unless the withdrawn options are
properly re-tendered before the Expiration Date by delivery of a new Election
Form following the procedures described in these Instructions. Upon the receipt
of such a new, properly filled out, signed and dated Election Form, any
previously submitted Election Form or Notice to Withdraw from the Offer will be
disregarded and will be considered replaced in full by the new Election Form.

         3. Change of Election.

         As noted in the Offer to Exchange, you may select individual option
grants to be offered for exchange. You do not have to offer all your option
grants, but for each individual grant you do choose to offer, you must offer the
entire outstanding, unexercised portion. You may change your mind about which
individual option grants you would like to offer for exchange at any time before
the Expiration Date. If Brooks extends the Offer beyond the April 11, 2003 date,
you may change your election regarding particular option grants you offered to
exchange at any time until the new expiration date of the Offer. To change your
election regarding any particular individual option grants you previously
offered while continuing to elect to participate in the Offer, you must deliver
a signed and dated new Election Form, with the required information, following
the procedures described in these Instructions. Upon the receipt of such a new,
properly filled out, signed and dated Election Form, any previously submitted
Election Form will be disregarded and will be considered replaced in full by the
new Election Form.

         Brooks will not accept any alternative, conditional or contingent
offers. By signing this Election Form (or a facsimile of it), you waive any
right to receive any notice of the receipt of the tender of your options, except
as provided for in the Offer to Exchange. Your options that are accepted for
exchange will be cancelled within a few business days following the expiration
date of the Offer.



         4. Inadequate Space.

         If the space provided in this Election Form is inadequate, the
information requested by the table on this Election Form regarding the options
to be offered for exchange should be provided on a separate schedule attached to
this Election Form. You must print your name and sign any attached schedules.
Any attached schedules should be delivered with this Election Form, and will
thereby be considered part of this Election Form.

         5. Offers to Exchange.

         If you intend to offer options for exchange through the Offer, you must
complete the table on this Election Form by providing the following information
for each eligible option that you intend to offer for exchange:

         -        grant number,

         -        grant date,

         -        exercise price, and

         -        the total number of unexercised shares subject to the option.

         Brooks will not accept partial tenders of eligible options.
Accordingly, you may offer to exchange all or none of the unexercised shares
subject to each option you decide to offer for exchange. Also, if you intend to
offer to exchange any of the options that were granted to you, then all options
granted to you since October 10, 2002 will be automatically cancelled and you
will receive nothing in exchange for them.

         6. Signatures on This Election Form.

         If this Election Form is signed by the holder of the eligible options,
the signature must correspond with the name as written on the face of the option
agreement or agreements to which the options are subject, without any change
whatsoever. If your name has been legally changed since your option agreement
was signed, please submit proof of the legal name change.

         If this Election Form is signed by a trustee, executor, administrator,
guardian, attorney-in-fact, or other person acting in a fiduciary or
representative capacity, that person should so indicate when signing, and
evidence satisfactory to Brooks of the authority of that person to so act must
be submitted with this Election Form.

         7. Other Information on This Election Form.

         In addition to signing this Election Form, you must print your name and
indicate the date and time at which you signed. You must also include a current
e-mail address and your government identification number, such as your social
security number, tax identification number or national identification number, as
appropriate.

         8. Requests for Assistance or Additional Copies.

         Brooks has not authorized any person (including any Brooks management
personnel) to interpret the Offer or to make any recommendation on our behalf in
connection with the Offer. For questions concerning timing or procedural matters
related to the Offer or how to locate additional copies of the materials
describing the exchange program, you should leave a message on the special
hotline put in place for purposes of the exchange program: (978) 262-7373.
Please note that this is a voicemail hotline only. Additionally, we a have set
up a separate email address to answer questions. The external e-mail address is
stock-option-exchange@brooks.com and the internal e-mail address displayed in
the global address book is "stock-option-exchange." Someone from the Office of
the Treasurer will respond to your inquiry within 48 hours after you leave a
message. Be sure to leave your name, a daytime and evening phone number where
you may be contacted in addition to your question(s). Please understand



that the person responding to your inquiries to the hotline or email address may
only respond to questions concerning timing or procedural matters related to the
Offer and cannot provide advice as to whether you should participate or which
options to exchange.

         9. Irregularities.

         All questions as to the number of shares subject to options offered for
exchange and the validity, form, eligibility (including time of receipt) and
acceptance for exchange of any options offered will be determined by Brooks in
its sole discretion. Brooks' determinations shall be final and binding on all
parties. Brooks reserves the right to reject any or all offers of options that
Brooks determines not to be in proper form or the acceptance of which may, in
the opinion of Brooks' counsel, be unlawful. Brooks also reserves the right to
waive any of the conditions of the Offer and any defect or irregularity in the
tender of any particular options, and Brooks' interpretation of the terms of the
Offer (including these instructions) will be final and binding on all parties.
No options will be deemed to be properly offered until all defects and
irregularities have been cured or waived. Unless waived, any defects or
irregularities in connection with tenders must be cured within such time as
Brooks shall determine. Neither Brooks nor any other person is or will be
obligated to give notice of any defects or irregularities in tenders, and no
person will incur any liability for failure to give any such notice.

         IMPORTANT: THE ELECTION FORM (OR A FACSIMILE COPY OF IT) TOGETHER WITH
ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED NOT LATER THAT 6:00 P.M. EASTERN
DAYLIGHT TIME ON THE EXPIRATION DATE, WHICH IS APRIL 11, 2003, UNLESS THE OFFER
IS EXTENDED, AT BROOKS. YOU WILL BE NOTIFIED IF THE OFFER IS EXTENDED.

         10. Additional Documents to Read.

         You should be sure to read the Offer to Exchange and all documents
referenced therein before deciding to participate in the Offer.

         11. Important Tax Information.

         You should refer to Section 21 of the Offer to Exchange, which contains
important U.S. federal income tax information. If you are subject to the tax
laws of another country, you should refer to Sections 22 through 26 for a
discussion of tax consequences in certain foreign countries which may apply to
you.

         12. Miscellaneous.

         A. Data Privacy. By accepting the Offer, you hereby explicitly and
unambiguously consent to the collection, use and transfer, in electronic or
other form, of your personal data as described in this document by and among, as
applicable, Brooks Automation, Inc. and/or any affiliate for the exclusive
purpose of implementing, administering and managing your participation in the
Offer.

         You understand that Brooks Automation, Inc. and/or any affiliate may
hold certain personal information about you, including, but not limited to, your
name, home address and telephone number, date of birth, social insurance number
or other identification number, salary, nationality, job title, any shares of
stock or directorships held in Brooks, details of all Options or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested or
outstanding in your favor, for the purpose of implementing, administering and
managing the stock option plan and this Offer ("Data"). You understand that Data
may be transferred to any third parties assisting in the implementation,
administration and management of the Offer, that these recipients may be located
in your country, or elsewhere, and that the recipient's country may have
different data privacy laws and protections than in your country. You authorize
the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and
managing your participation in the stock option plans and this Offer. You
understand that Data will be held only as long as is necessary to implement,
administer and manage your participation in the stock option plans and this
Offer. You understand that you may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary
amendments to Data or withdraw the consents herein by contacting in writing your
local human resources



representative. You understand that withdrawal of consent may affect your
ability to participate in this Offer and exercise or realize benefits from the
stock option plans.

         B. Acknowledgement and Waiver. By accepting this Offer, you acknowledge
that: (i) your acceptance of the Offer is voluntary; (ii) your acceptance of the
Offer shall not create a right to further employment with your employer and
shall not interfere with the ability of your employer to terminate your
employment relationship at any time with or without cause; and (iii) the Offer,
the Old Options and the New Options are not part of normal or expected
compensation or salary for any purposes, including, but not limited to,
calculating any severance, resignation, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement benefits or similar
payments.

EX-99.(A)(5)

                                                                  Exhibit (a)(5)

                             BROOKS AUTOMATION, INC.
                            OFFER TO EXCHANGE OPTIONS

                               NOTICE TO WITHDRAW
                                 FROM THE OFFER

         I previously received: (i) the Offer to Exchange; (ii) the Frequently
Asked Questions; and (iii) an Election Form (together, as they may be amended
from time to time, constituting the "Offer"). I signed and returned the Election
Form, in which I elected to accept Brooks Automation, Inc.'s ("Brooks") offer to
exchange some of or all of my eligible options.

         I have read and understand all the terms and conditions of the Offer. I
have read and understand the instructions attached to this Notice. I now wish to
withdraw my election and not exchange my options. I understand that I will be
able to withdraw my acceptance of the Offer and instead not exchange any of my
options by signing this Notice and delivering it by fax, mail, courier or hand
delivery so that it is received not later than 6:00 p.m. Eastern Daylight Time
on April 11, 2003 (or the new expiration date if we extend the Offer period) at:

                           Office of the Treasurer
                           Brooks Automation, Inc.
                           15 Elizabeth Drive
                           Chelmsford, MA 01842
                           Attn: Lynda Avallone
                           Fax: (978) 262-1515

         I understand that in order to withdraw my acceptance of the Offer, I
must sign, date and deliver this Notice via mail, courier or hand delivery or
facsimile (fax # (978) 262-1515) so that it is received not later than 6:00 p.m.
Eastern Daylight Time on April 11, 2003 (or later if we extend the Offer period)
at Brooks.

         I understand that I may change my mind again, and once again accept the
Offer only by submitting a new Election Form via mail, courier, hand delivery or
facsimile so that it is received not later than 6:00 p.m. Eastern Daylight Time
on April 11, 2003 at the address above.

         I understand that by withdrawing my acceptance of the Offer to exchange
options, I will not receive any New Options pursuant to the Offer and I will
keep the Old Options that I have, which will continue to be governed by the
stock option plan under which they were granted and by the existing option
agreements between Brooks and me.

         I have signed this Notice and printed my name exactly as it appears on
the Election Form.

         I hereby withdraw my acceptance of the Offer.

____________________________  __________________________________________________
Employee Signature            Government ID, e.g. Social Security #, Social
                              Insurance # etc.

____________________________  _______________________________  _________________
Employee Name (Please Print)  E-mail Address                   Date and Time
________________________________________________________________________________



              INSTRUCTIONS TO THE NOTICE TO WITHDRAW FROM THE OFFER

              FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

         1. Delivery of Notice to Withdraw from the Offer.

         A properly completed and executed original of this Notice to Withdraw
from the Offer (or a facsimile of it), and any other documents required by this
Notice to Withdraw from the Offer, must be received not later than 6:00 p.m.
Eastern Daylight Time on April 11, 2003 (the "Expiration Date") at the address
indicated on the face of this Notice (or not later than the new Expiration Date
if we extend the Offer period).

         THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR
OPTION AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE APPROPRIATE OFFICE OF BROOKS. IN ALL CASES, YOU SHOULD ALLOW
SUFFICIENT TIME TO ENSURE TIMELY DELIVERY.

         Although by submitting a Notice to Withdraw from the Offer you have
withdrawn your election to exchange options, you may change your mind again and
re-accept the Offer up until the expiration of the Offer. Tenders of options
made through the Offer may be made at any time before the Expiration Date. If
Brooks extends the Offer beyond that time, you may tender your options at any
time until the new Expiration Date. To change your mind again and participate in
the Offer, you must deliver a new signed and dated Election Form, or a facsimile
of the Election Form, with the required information to Brooks. Your options will
not be properly tendered for purposes of the Offer unless the withdrawn options
are properly re-tendered before the Expiration Date (or, if applicable, before
the new Expiration Date of the Offer) by delivery of the new Election Form
following the procedures described in the Instructions to the Election Form.

         As noted in the Offer to Exchange, you may select individual option
grants to be tendered for exchange. You do not have to tender all your option
grants, but for each individual grant you do choose to tender, you must tender
the entire outstanding, unexercised portion. You may change your mind about
which individual option grants you would like to tender for exchange. To change
your election regarding particular individual option grants you previously
tendered while continuing to elect to participate in the Offer, you must deliver
a signed and dated new Election Form, with the required information, following
the procedures described in the Instructions to the Election Form before the
Expiration Date or, if the Offer is extended, before the new Expiration Date.
Upon receipt of such a new, properly filled out, signed and dated Election Form,
any previously submitted Election Form, or Notice to Withdraw from the Offer
will be disregarded and will be considered replaced in full by the new Election
Form.

         IF YOU DO NOT WISH TO WITHDRAW ALL YOUR TENDERED OPTIONS FROM THE
OFFER, YOU SHOULD NOT FILL OUT THIS NOTICE TO WITHDRAW FROM THE OFFER.


         By signing this Notice to Withdraw from the Offer (or a facsimile of
it), you waive any right to receive any notice of the withdrawal of the tender
of your options.

         2. Signatures on This Notice to Withdraw from the Offer.

         If this Notice to Withdraw from the Offer is signed by the holder of
the eligible options, the signature must correspond with the name as written on
the face of the option agreement or agreements to which the options are subject,
without any change whatsoever. If your name has been legally changed since your
option agreement was signed, please submit proof of the legal name change.

         If this Notice to Withdraw from the Offer is signed by a trustee,
executor, administrator, guardian, attorney-in-fact, or other person acting in a
fiduciary or representative capacity, that person should so indicate when
signing, and proper evidence satisfactory to Brooks of the authority of that
person so to act must be submitted with this Notice to Withdraw from the Offer.

                                       2



         3. Other Information on This Notice to Withdraw from the Offer.

         In addition to signing this Notice to Withdraw from the Offer, you must
print your name and indicate the date and time at which you signed. You must
also include a current e-mail address and your government identification number,
such as your social security number, tax identification number or national
identification number, as appropriate.

         4. Requests for Assistance or Additional Copies.

         Brooks has not authorized any person (including any Brooks management
personnel) to interpret the Offer or to make any recommendation on our behalf in
connection with the Offer. For questions concerning timing or procedural matters
related to the Offer or how to locate additional copies of the materials
describing the exchange program, you should leave a message on the special
hotline put in place for purposes of the exchange program: (978) 262-7373.
Please note that this is a voicemail hotline only. Additionally, we have a set
up a separate email address to answer questions. The external e-mail address is
stock-option-exchange@brooks.com and the internal e-mail address displayed in
the global address book is "stock-option-exchange." Someone from the Office of
the Treasurer will respond to your inquiry within 48 hours after you leave a
message. Be sure to leave your name, a daytime and evening phone number where
you may be contacted in addition to your question(s). Please understand that the
person responding to your inquiries to the hotline or email address may only
respond to questions concerning timing or procedural matters related to the
offer and cannot provide advice as to whether you should participate or which
options to exchange.

         5. Irregularities.

         All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of this withdrawal from the Offer will be determined by
Brooks in its discretion. Brooks' determinations shall be final and binding on
all parties. Brooks reserves the right to reject any or all Notices to Withdraw
from the Offer that Brooks determines not to be in proper form or the acceptance
of which may, in the opinion of Brooks' counsel, be unlawful. Brooks also
reserves the right to waive any of the conditions of the Offer and any defect or
irregularity in the Notice to Withdraw from the Offer, and Brooks'
interpretation of the terms of the Offer (including these instructions) will be
final and binding on all parties. No Notice to Withdraw from the Offer will be
deemed to be properly made until all defects and irregularities have been cured
or waived. Unless waived, any defects or irregularities in connection with
Notices to Withdraw from the Offer must be cured within the time as Brooks shall
determine. Neither Brooks nor any other person is or will be obligated to give
notice of any defects or irregularities in Notices to Withdraw from the Offer,
and no person will incur any liability for failure to give any such notice.

         IMPORTANT: THE NOTICE TO WITHDRAW FROM THE OFFER (OR A FACSIMILE COPY
OF IT) TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED NOT LATER
THAN 6:00 P.M. EASTERN DAYLIGHT TIME ON THE EXPIRATION DATE, WHICH IS APRIL 11,
2003, UNLESS THE OFFER IS EXTENDED AT BROOKS. YOU WILL BE NOTIFIED IF THE OFFER
IS EXTENDED.

         6. Additional Documents to Read.

         You should be sure to read the Offer to Exchange, and all documents
referenced therein before making any decisions regarding participation in, or
withdrawal from, the Offer.

         7. Important Tax Information.

         You should refer to Section 21 of the Offer to Exchange, which contains
important U.S. federal income tax information. If you are subject to tax laws of
a jurisdiction outside the United States, you should refer to Sections 22
through 26 for a discussion of tax consequences that may apply to you.

                                       3

EX-99.(D)(3)

                                                                  Exhibit (d)(3)

                             BROOKS AUTOMATION, INC.

                       1998 EMPLOYEE EQUITY INCENTIVE PLAN

                     (As amended through February 26, 2003)

SECTION 1. NAME AND PURPOSE

      This plan shall be known as the Brooks Automation, Inc. 1998 Employee
Equity Incentive Plan (the "Plan"). The purpose of the Plan is to attract and
retain employees and provide an incentive for them to assist Brooks Automation,
Inc. (the "Company") to achieve long-range performance goals, and to enable them
to participate in the long-term growth of the Company.

SECTION 2. DEFINITIONS

      (a) "Award" means any Option awarded under the Plan.

      (b) "Board" means the Board of Directors of the Company.

      (c) "Code" means the Internal Revenue Code of 1986, as amended from time
to time.

      (d) "Committee" means (i) the Stock Option Committee of the Board, and
(ii) a committee of not less than three members of the Board appointed by the
Board to administer the Plan, and (iii) a committee of not less than one member
of the Board appointed by the Board, with respect to the award of Options under
the Plan to any single Participant to purchase not more than an aggregate of
15,000 shares of Common Stock during any single fiscal year.

      (e) "Common Stock" or "Stock" means the Common Stock, par value $.01 per
share, of the Company.

      (f) "Company" means Brooks Automation, Inc. and any business entity in
which Brooks Automation, Inc. owns directly or indirectly 50% or more of the
total combined voting power or has a significant financial interest as
determined by the Committee.

      (g) "Designated Beneficiary" means the beneficiary designated by a
Participant, in a manner determined by the Board, to receive amounts due or
exercise rights of the Participant in the event of the Participant's death. In
the absence of an effective designation by a Participant, Designated Beneficiary
shall mean the Participant's estate.

      (h) "Fair Market Value" means, with respect to Common Stock or any other
property, the fair market value of such property as determined by the Board in
good faith or in the manner established by the Board from time to time.

                                      -1-


      (i) "Nonqualified Stock Option" means an option to purchase shares of
Common Stock, awarded to a Participant under Section 6, which is not intended to
comply as an incentive stock option under Section 422 of the Code or any
successor provision.

      (j) "Option" means a Nonqualified Stock Option.

      (k) "Participant" means a person eligible pursuant to Section 4 hereof and
selected by the Board to receive an Award under the Plan.

SECTION 3. ADMINISTRATION

      The Plan shall be administered by the Committee. The Board shall have
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing the operation of the Plan as it shall from time to time
consider advisable, and to interpret the provisions of the Plan. The Board's
decisions shall be final and binding. To the extent permitted by applicable law,
the Board may delegate to the Committee the power to make Awards to Participants
and all determinations under the Plan with respect thereto.

SECTION 4. ELIGIBILITY

      All employees of the Company and any other persons (including contractors,
consultants, service providers or others) who are in a position to contribute to
the long term success and growth of the Company are eligible to be Participants
in the Plan, except that officers and directors of the Company shall not be
eligible to be Participants.

SECTION 5. STOCK AVAILABLE FOR AWARDS

      (a) Subject to adjustment under subsection (b), Awards may be made under
the Plan of Options to acquire not in excess of 4,825,000 shares of Common
Stock. If any Award in respect of shares of Common Stock expires or is
terminated unexercised or is forfeited for any reason or settled in a manner
that results in fewer shares outstanding than were initially awarded, including
without limitation the surrender of shares in payment for the Award or any tax
obligation thereon, the shares subject to such Award or so surrendered, as the
case may be, to the extent of such expiration, termination, forfeiture or
decrease, shall again be available for award under the Plan. Common Stock issued
through the assumption or substitution of outstanding grants from an acquired
Company shall not reduce the shares available for Awards under the Plan. Shares
of Common Stock issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.

(b) In the event that the Board determines that any stock dividend,
extraordinary cash dividend, creation of a class of equity securities,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase Common
Stock at a price substantially below fair market value, or other similar
transaction affects the Common Stock such that an adjustment is required in
order to preserve the benefits or potential benefits intended to be made
available under the Plan, then the Board, shall equitably adjust any or all of
(i) the number and kind of shares in respect of which Awards may be made under
the Plan, (ii) the number and kind of shares subject to outstanding Awards, and

                                      -2-


(iii) the award, exercise or conversion price with respect to any of the
foregoing, and if considered appropriate, the Board may make provision for a
cash payment with respect to an outstanding Award, provided that the number of
shares subject to any Award shall always be a whole number.

      (c) Notwithstanding the second sentence of subsection (a) hereof, shares
subject to Award under this Plan which are surrendered in response to the
Company's March 2003 offer to exchange outstanding options for a promise to
grant new options at a later date (the "Option Exchange Program") shall again be
available for award under the Plan to the extent necessary to permit the
issuance of Awards under this Plan to replace options granted under this Plan
and other stock option or equity benefit plans eligible for participation in
such Option Exchange Program and surrendered by the holders thereof as part of
such Option Exchange Program; provided, however, that such action shall not
result in a net increase in the total number of shares of Common Stock remaining
available for future Awards under the Plan and grants or awards under the Brooks
Automation, Inc. 2000 Combination Stock Option Plan after completion of the
Option Exchange Program. Common Stock issued through the assumption or
substitution of outstanding grants from an acquired company shall not reduce the
shares available for Awards under the Plan.

SECTION 6. STOCK OPTIONS

      (a) Subject to the provisions of the Plan, the Board may award
Nonqualified Stock Options and determine the number of shares to be covered by
each Option, the Option Price therefor and the conditions and limitations
applicable to the exercise of the Option.

      (b) The Board shall establish the Option Price at the time each Option is
awarded; provided, however, that the Option Price shall not be less than the
Fair Market Value of the Stock on the date of the grant of the Option.

      (c) Each Option shall be exercisable at such times and subject to such
terms and conditions as the Board may specify in the applicable Award or
thereafter. The Board may impose such conditions with respect to the exercise of
Options, including conditions relating to applicable federal or state securities
laws, as it considers necessary or advisable.

      (d) No shares shall be delivered pursuant to any exercise of an Option
until payment in full of the Option Price therefor is received by the Company.
Such payment may be made in whole or in part in cash or, to the extent permitted
by the Board at or after the award of the Option, by delivery of a note or
shares of Common Stock owned by the optionholder, including Restricted Stock,
valued at their Fair Market Value on the date of delivery, by the reduction of
the shares of Common Stock that the optionholder would be entitled to receive
upon exercise of the Option, such shares to be valued at their Fair Market Value
on the date of exercise, less their Option Price (a so-called "cashless
exercise"), or such other lawful consideration as the Board may determine. In
addition, an optionholder may engage in a successive exchange (or series of
exchanges) in which the shares of Common Stock that such optionholder is
entitled to receive upon the exercise of an Option may be simultaneously
utilized as payment for the exercise of an additional Option or Options.

                                      -3-


      (e) The Board may provide for the automatic award of an Option upon the
delivery of shares to the Company in payment of an Option for up to the number
of shares so delivered.

SECTION 7. GENERAL PROVISIONS APPLICABLE TO AWARDS

      (a) Documentation. Each Award under the Plan shall be evidenced by a
writing delivered to the Participant specifying the terms and conditions thereof
and containing such other terms and conditions not inconsistent with the
provisions of the Plan as the Board considers necessary or advisable to achieve
the purposes of the Plan or comply with applicable tax and regulatory laws and
accounting principles.

      (b) Board Discretion. The terms of each Award need not be identical, and
the Board need not treat Participants uniformly. Except as otherwise provided by
the Plan or a particular Award, any determination with respect to an Award may
be made by the Board at the time of award or at any time thereafter. Without
limiting the foregoing, an Award may be made by the Board, in its discretion, to
any 401(k), savings, pension, profit sharing or other similar plan of the
Company in lieu of or in addition to any cash or other property contributed or
to be contributed to such plan.

      (c) Settlement. The Board shall determine whether Awards are settled in
whole or in part in cash, Common Stock, other securities of the Company, Awards
or other property. The Board may permit a Participant to defer all or any
portion of a payment under the Plan, including the crediting of interest on
deferred amounts denominated in cash and dividend equivalents on amounts
denominated in Common Stock.

      (d) Termination of Employment. The Board shall determine the effect on an
Award of the disability, death, retirement or other termination of employment of
a Participant and the extent to which, and the period during which, the
Participant's legal representative, guardian or Designated Beneficiary may
receive payment of an Award or exercise rights thereunder.

      (e) Change in Control. In order to preserve a Participant's rights under
an Award in the event of a change in control of the Company, the Board in its
discretion may, at the time an Award is made or at any time thereafter, take one
or more of the following actions: (i) provide for the acceleration of any time
period relating to the exercise of the Award, (ii) provide for the purchase of
the Award upon the Participant's request for an amount of cash or other property
that could have been received upon the exercise of the Award had the Award been
currently exercisable, (iii) adjust the terms of the Award in a manner
determined by the Board to reflect the change in control, (iv) cause the Award
to be assumed, or new rights substituted therefor, by another entity, or (v)
make such other provision as the Board may consider equitable and in the best
interests of the Company.

      (f) Withholding. The Participant shall pay to the Company, or make
provision satisfactory to the Board for payment of, any taxes required by law to
be withheld in respect of Awards under the Plan no later than the date of the
event creating the tax liability. In the Board's discretion, such tax
obligations may be paid in whole or in part in shares of Common Stock, including
shares retained from the Award creating the tax obligation, valued at their Fair
Market

                                      -4-


Value on the date of delivery. The Company and its affiliates may, to the extent
permitted by law, deduct any such tax obligations from any payment of any kind
otherwise due to the Participant.

      (g) Amendment of Award. The Board may amend, modify or terminate any
outstanding Award, including substituting therefor another Award of the same or
a different type, changing the date of exercise, provided that the Participant's
consent to such action shall be required unless the Board determines that the
action, taking into account any related action, would not materially and
adversely affect the Participant.

SECTION 8. MISCELLANEOUS

      (a) No Right To Employment. No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as giving a
Participant the right to continued employment. The Company expressly reserves
the right at any time to dismiss a Participant free from any liability or claim
under the Plan, except as expressly provided in the applicable Award.

      (b) No Rights As Shareholder. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
shareholder with respect to any shares of Common Stock to be distributed under
the Plan until he or she becomes the holder thereof.

      (c) Governing Law. The provisions of the Plan shall be governed by and
interpreted in accordance with the laws of the State of Delaware.

      (d) Indemnity. Neither the Board nor the Committee, nor any members of
either, nor any employees of the Company or any parent, subsidiary, or other
affiliate, shall be liable for any act, omission, interpretation, construction
or determination made in good faith in connection with their responsibilities
with respect to this Plan, and the Company hereby agrees to indemnify the
members of the Board, the members of the Committee, and the employees of the
Company and its parent or subsidiaries in respect of any claim, loss, damage, or
expense (including reasonable counsel fees) arising from any such act, omission,
interpretation, construction or determination to the full extent permitted by
law.

      (e) Amendment. The Board may at any time or from time to time suspend,
terminate or amend in any respect the terms of this Plan in whole or in part;
provided, however, that neither the Board nor the Committee may affect the
rights of a Participant in a manner contrary to Section 7(g) hereof.

                                      -5-


Date of Approval by Board of Directors: April 24, 1998; October 2, 1998; March
31, 1999; July 6, 1999; October 1, 1999; January 6, 2000; May 1, 2000; May 31,
2000, August 22, 2000, January 2, 2001, February 21, 2001, August 28, 2001,
October 1, 2001, April 8, 2002, May 20, 2002, September 13, 2002, and February
26, 2003.


                                      -6-

EX-99.(D)(4)

                                                                  Exhibit (d)(4)

                             BROOKS AUTOMATION, INC.

                       2000 COMBINATION STOCK OPTION PLAN
                     (As amended through February 26, 2003)

SECTION 1. PURPOSE

      The purpose of this Brooks Automation, Inc. Combination Stock Option Plan
(the "Plan") is to attract and retain employees and to provide an incentive for
them to assist Brooks Automation, Inc. (the "Company") to achieve long-range
performance goals, and to enable them to participate in the long-term growth of
the Company.

SECTION 2. DEFINITIONS

      As used herein, the following terms have the indicated meanings:

      "Affiliate" means any business entity in which the Company owns directly
or indirectly 50% or more of the total combined voting power or has a
significant financial interest as determined by the Committee.

      "Award" means any Option awarded under the Plan.

      "Board" means the Board of Directors of the Company.

      "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

      "Committee" means a committee of not less than two nonemployee directors
appointed by the Board to administer the Plan or, alternatively, if the Board so
determines, the whole Board of Directors.

      "Common Stock" or "Stock" means the Common Stock, $.01 par value, of the
Company.

      "Company" means Brooks Automation, Inc., a Delaware corporation.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor statute.

      "Fair Market Value" means the fair market value of Common Stock as
determined in accordance with Section 10 of this Plan.

      "Incentive Stock Option" means an option to purchase shares of Common
Stock awarded to a Participant under Section 6 which is intended to meet the
requirements of Section 422 of the Code or any successor provision.


                                      -1-


      "Nonqualified Stock Option" means an option to purchase shares of Common
Stock awarded to a Participant under Section 6 which is not intended to be an
Incentive Stock Option.

      "Option" means an Incentive Stock Option or a Nonqualified Stock Option.

      "Parent Corporation" has the meaning specified in Section 425(e) of the
Code.

      "Participant" means a person selected by the Committee to receive an Award
under the Plan.

      "Permanent Disability" has the meaning in Section 22(e)(3) of the Code.

      "Plan" means this Brooks Automation, Inc. 2000 Combination Stock Option
Plan.

      "Subsidiary Corporation" has the meaning specified in Section 425(f) of
the Code.

      "Ten Percent Stockholder" means an individual who owns (within the meaning
of Section 425(d) of the Code) capital stock possessing more than 10% of the
total combined voting power of all classes of capital stock of the Company or
any Parent Corporation or Subsidiary Corporation at the time an Incentive Stock
Option is granted under this Plan.

SECTION 3. ELIGIBILITY

      All employees of the Company or any Affiliate capable of contributing
significantly to the successful performance of the Company, other than a person
who has irrevocably elected not to be eligible, are eligible to be Participants
in the Plan.

SECTION 4. STOCK SUBJECT TO PLAN

      (a) Subject to adjustment under Section 9, the maximum aggregate number of
shares of the Company's Common Stock that may be issued under this Plan shall be
6,000,000 shares. Subject to adjustment under Section 9, the maximum aggregate
number of shares of the Company's Common Stock for which grants may be made to
any employee during any fiscal year shall be 500,000 shares.

      (b) The shares to be issued under this Plan may be made available, at the
discretion of the Board of Directors, from: (i) authorized but unissued shares;
(ii) shares previously reserved for issuance upon exercise of Options which have
expired or been terminated; or (iii) treasury shares and shares reacquired by
the Company for the purpose, including shares purchased in the open market.

      (c) If any Award in respect of shares of Common Stock expires or is
terminated unexercised or is forfeited for any reason or settled in a manner
that results in fewer shares outstanding than were initially awarded, including
without limitation the surrender of shares in payment for the Award or any tax
obligation thereon, the shares subject to such Award or so

                                      -2-


surrendered, as the case may be, to the extent of such expiration, termination,
forfeiture or decrease, shall again be available for award under the Plan,
subject, in the case of Incentive Stock Options, to any limitation required
under the Code.

      (d) Common Stock issued through the assumption or substitution of
outstanding grants from an acquired company shall not reduce the shares
available for Awards under the Plan.

SECTION 5. ADMINISTRATION OF THE PLAN

      (a) The Plan shall be administered by the Committee. Except where the full
Board of Directors serves as the Committee, the Committee shall serve at the
pleasure of the Board, which may from time to time appoint additional members of
the Committee, remove members and appoint new members in substitution for those
previously appointed, and fill vacancies however caused. A majority of the
Committee shall constitute a quorum and the acts of a majority of the members
present at any meeting at which a quorum is present shall be deemed the action
of the Committee. The Committee may act by unanimous written consent in lieu of
a meeting.

      (b) Subject to the express provisions of this Plan and provided that all
actions taken shall be consistent with the purposes of the Plan, the Committee
shall have full and complete authority and the sole discretion to: (i) determine
those persons eligible under Section 3; (ii) select those persons to whom Awards
shall be granted under the Plan; (iii) determine the number of shares covered by
and the form of the Awards to be granted; (iv) determine the time or times when
Awards shall be granted; (v) establish the terms and conditions upon which
Options may be exercised; (vi) alter any restrictions or conditions upon any
Awards; and (vii) adopt rules and regulations, establish, define and/or
interpret any other terms and conditions, and make all other determinations
(which may be on a case-by-case basis) deemed necessary or desirable for the
administration of the Plan.

      (c) The terms of each type of Award need not be identical, and the
Committee need not treat Participants uniformly. Except as otherwise provided by
the Plan or a particular Award, any determination with respect to an Award may
be made by the Committee at the time of award or at any time thereafter.

      (d) In making its determinations hereunder, the Committee shall take into
account the nature of the services rendered or to be rendered by the recipient,
their present and potential contributions to the success of the Company, and
such other factors as the Committee, in its discretion, shall deem relevant in
order to accomplish the purposes of the Plan.

SECTION 6. STOCK OPTIONS

      (a) General. Subject to the provisions of the Plan, the Board may award
Incentive Stock Options and Non-Qualified Stock Options and determine the number
of shares to be covered by each Option, the option price therefor and the
conditions and limitations applicable to the exercise of the Option. Any Option
granted under this Plan shall be upon such terms and

                                      -3-


conditions not inconsistent with this Plan as the Committee may determine. At
the time of grant of any Option, the Committee shall specify whether the Option
is intended to be an Incentive Stock Option or a Non-Qualified Stock Option. If
the Option is not intended to be an Incentive Stock Option but otherwise
qualifies to be such, the agreement will include a specific statement that it is
not intended to qualify as an Incentive Stock Option.

      (b) Price. The price at which any shares of Stock may be purchased
pursuant to the exercise of an Option shall be determined by the Committee but
may not be less than the greater of (i) the minimum legal consideration required
under the laws of the jurisdiction in which the Company is then organized or
(ii) the Fair Market Value of the Stock on the date of grant of the Option (or,
in the case of Incentive Stock Options granted to Ten Percent Stockholders, 110%
of the Fair Market Value on such date).

      (c) Period of Option. Each Option granted under this Plan shall continue
in effect for such period not exceeding seven years as the Committee shall
determine; provided, that any Incentive Stock Option must be granted within ten
years from the date of establishment of this Plan or the date the Plan is
approved by stockholders, whichever is earlier, and must have a term of not more
than five years from the date of grant in the case of Incentive Stock Options
granted to Ten Percent Stockholders.

      (d) Additional Provisions For ISOs. In the case of Incentive Stock
Options, the following additional conditions shall apply:

            (i) Incentive Stock Options shall be granted only to employees of
      the Company;

            (ii) No Incentive Stock Option shall be exercisable beyond three
      months after the date upon which the Option holder ceases to be an
      employee of the Company or a Parent Corporation or Subsidiary Corporation,
      except that the Committee may provide in the Incentive Stock Option that
      in the event of termination of employment by reason of death or Permanent
      Disability of the holder, the Option may be exercised by the holder or his
      estate for a period of up to one year after termination of employment;

            (iii) Each Incentive Stock Option shall, by its terms, be
      transferable by the optionee only by will or the laws of descent and
      distribution, and shall be exercisable only by such employee during his
      lifetime; and

            (iv) The terms and conditions of Incentive Stock Options shall be
      subject to and comply with Section 422 of the Code, or any successor
      provision, and any regulations thereunder.


SECTION 7. EXERCISE OF OPTIONS; PAYMENT

                                      -4-


      (a) Options may be exercised in whole or in part at such time and in such
manner as the Committee may determine and as shall be prescribed in the written
agreement with each holder.

      (b) The purchase price of shares of Stock upon exercise of an Option shall
be paid by the Option holder in full upon exercise and may be paid as the
Committee may determine in its sole discretion in any combination of: (i) cash
or check payable to the order of the Company; (ii) delivery of a promissory
note; (iii) delivery of shares of Common Stock (valued at Fair Market Value at
the date of purchase of the Common Stock subject to the Option); or (iv) such
other means as the Committee may permit; provided, however, that payment of the
exercise price by delivery of shares of Common Stock of the Company owned by the
Option holder may be made only if such payment does not result in a charge to
earnings for financial accounting purposes, as determined by the Committee.

      (c) With the consent of the Committee, payment of the exercise price may
also be made by delivery of a properly executed exercise notice to the Company,
together with a copy of irrevocable instructions to a broker to deliver promptly
to the Company the amount of sale or loan proceeds to pay the exercise price. To
facilitate such arrangements, the Company may enter into agreements for
coordinating procedures with one or more securities brokerage firms. The date of
delivery of such exercise notices shall be deemed the date of exercise.

      (d) The Committee may impose such conditions with respect to the exercise
of Options, including conditions relating to applicable federal or state
securities laws, as it considers necessary or advisable, including making the
Common Stock issued upon exercise subject to restrictions on vesting or
transferability, or to risk of forfeiture, upon the happening of such events as
the Committee may determine, any of which may be accelerated or waived in the
Committee's sole discretion.

      (e) No shares of Common Stock shall be issued upon exercise of any Option
under this Plan until full payment in the form approved by the Committee has
been made and all other legal requirements applicable to the issuance or
transfer of such shares and such other requirements as are consistent with the
Plan have been complied with to the satisfaction of the Committee.

SECTION 8. GENERAL PROVISIONS APPLICABLE TO AWARDS

      (a) Documentation. Each Award under the Plan shall be evidenced by a
writing delivered to the Participant specifying the terms and conditions thereof
and containing such other terms and conditions not inconsistent with the
provisions of the Plan as the Committee considers necessary or advisable to
achieve the purposes of the Plan or comply with applicable laws and accounting
principles.

      (b) Date of Award. The date of any Award hereunder shall be the date upon
which such Award is voted by the Committee (or approved by the full Board if
such approval is legally required), unless the vote expressly provides
otherwise.

                                      -5-


      (c) Termination of Employment. The Board shall determine the effect on an
Award of the disability, death, retirement or other termination of employment of
a Participant and the extent to which, and the period during which, the
Participant's legal representative, guardian or Designated Beneficiary may
receive payment of an Award or exercise rights thereunder.

      (d) Withholding. The Participant shall pay to the Company, or make
provision satisfactory to the Committee for payment of, any taxes required by
law to be withheld in respect of Awards under the Plan no later than the date of
the event creating the tax liability. In the Committee's discretion, such tax
obligations may be paid in whole or in part in shares of Common Stock, including
shares retained from the Award creating the tax obligation, valued at their Fair
Market Value on the date of delivery. The Company and its Affiliates may, to the
extent permitted by law, deduct any such tax obligations from any payment of any
kind otherwise due to the Participant.

      (e) Foreign Nationals. Awards may be made to Participants who are foreign
nationals or employed outside the United States on such terms and conditions
different from those specified in the Plan as the Board considers necessary or
advisable to achieve the purposes of the Plan or comply with applicable laws.

      (f) Amendment of Award. The Committee may amend, modify or terminate any
outstanding Award, including substituting therefor another Award of the same or
a different type, changing the date of exercise, or conversion of an Incentive
Stock Option to a Non-Qualified Stock Option; provided, that the Participant's
consent to such action shall be required unless the Board determines that the
action, taking into account any related action, would not materially and
adversely affect the Participant.

      (g) Loans. The Company may make loans to Participants to permit them to
exercise Options. If any such loans are made, the requirements of applicable
Federal and State law regarding such loans shall be met.

SECTION 9. ADJUSTMENTS

      Upon the occurrence of any of the following events, a Participant's rights
with respect to Awards granted to him or her hereunder shall be adjusted as
hereinafter provided, unless otherwise specifically provided in the written
agreement between the Participant and the Company.

      (a) Stock Dividends and Stock Splits. If the shares of Common Stock shall
be subdivided or combined into a greater or smaller number of shares or if the
Company shall issue any shares of Common Stock as a stock dividend on its
outstanding Common Stock, the number of shares of Common Stock deliverable upon
the exercise of Options shall be appropriately increased or decreased
proportionately, and appropriate adjustments shall be made in the purchase price
per share to reflect such subdivision, combination or stock dividend.

                                      -6-


      (b) Consolidation or Mergers. If the Company is to be consolidated with or
acquired by another entity in a merger, sale of all or substantially all of the
Company's assets or otherwise (an "Acquisition"), the Committee or the Board of
Directors of any entity assuming the obligations of the Company hereunder shall,
as to outstanding Awards, make appropriate provision for the continuation of
such Awards by substituting on an equitable basis for the shares then subject to
such Awards the consideration payable with respect to the outstanding shares of
Common Stock in connection with the Acquisition and by adjusting on an equitable
basis the exercise price of such Awards to reflect such Acquisition.

      (c) Recapitalization or Reorganization. In the event of a recapitalization
or reorganization of the Company (other than an Acquisition) pursuant to which
securities of the Company or of another corporation are issued with respect to
the outstanding shares of Common Stock, a Participant upon exercising rights
under an Award shall be entitled to receive what he would have received if he
had exercised prior to such recapitalization or reorganization.

      (d) Modification of ISOs. Notwithstanding the foregoing, any adjustments
made pursuant to subparagraphs (a), (b) or (c) with respect to Incentive Stock
Options shall be made only after the Committee, after consulting with counsel
for the Company, determines whether such adjustments would constitute a
"modification" of such Incentive Stock Options (as that term is defined in
Section 424 of the Code) or would cause any adverse tax consequences for the
holders of such Incentive Stock Options. If the Committee determines that such
adjustments made with respect to Incentive Stock Options would constitute a
modification of such Incentive Stock Options, it may refrain from making such
adjustments.

      (e) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of the Company, each Option will terminate immediately prior to
the consummation of such proposed action or at such other time and subject to
such other conditions as shall be determined by the Committee.

      (f) Issuances of Securities. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
subject to Options. No adjustments shall be made for dividends paid in cash or
in property other than securities of the Company.

      (g) Fractional Shares. No fractional shares shall be issued under the Plan
and the optionee shall receive from the Company cash in lieu of such fractional
shares.

      (h) Adjustments. Upon the happening of any of the events described in
subparagraphs (a), (b) or (c) above, the class and aggregate number of shares
set forth in Section 4 hereof that are subject to Awards which previously have
been or subsequently may be granted under the Plan shall also be appropriately
adjusted to reflect the events described in such subparagraphs. The Committee
shall determine the specific adjustments to be made under this Section 9 and
subject to Section 5, its determination shall be conclusive.

                                      -7-


      The Committee shall not reprice an Option once it has been granted under
this Plan by reducing the exercise price of the Option or canceling an Option
and regranting a new Option for a similar number of shares at a lower price,
except as expressly provided in this Section 9.

SECTION 10. FAIR MARKET VALUE

      (a) If the Common Stock is then traded on any national securities exchange
or automated quotation system which has sale price reporting, the Fair Market
Value of the Common Stock shall be the closing sales price, if any, on such
exchange or system on the date as of which Fair Market Value is being determined
or, if none, shall be determined by taking the closing sales price on the
nearest date before that date in accordance with applicable regulations under
the Code.

      (b) If the Common Stock is then traded on an exchange or system which does
not have sale price reporting, the Fair Market Value of the Common Stock shall
be the mean between the average of the "Bid" and the average of the "Ask"
prices, if any, as reported for such the date as of which Fair Market Value is
being determined, or, if none, shall be determined by taking a weighted average
of the means between the highest and lowest sales prices on the nearest date
before and the nearest date after such date in accordance with applicable
regulations under the Code.

      (c) With respect to Common Stock if it is not publicly traded and with
respect to any other property, the Fair Market Value of such property shall be
determined in good faith by the Committee or in the manner otherwise provided by
the Committee from time to time.

SECTION 11. MISCELLANEOUS

      (a) No Right To Employment. No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as giving a
Participant the right to continued employment. The Company expressly reserves
the right at any time to dismiss a Participant free from any liability or claim
under the Plan, except as expressly provided in the applicable Award.

      (b) No Rights Other Than Those Expressly Created. No person eligible to
receive Awards under this Plan shall have any claim or right to be granted an
Award hereunder. Neither this Plan nor any action taken hereunder shall be
construed as (i) giving any Award holder any right to continue to be affiliated
with the Company, (ii) giving any Award holder any equity or interest of any
kind in any assets of the Company, or (iii) creating a trust of any kind or a
fiduciary relationship of any kind between the Company and any such person. As
to any claim for any unpaid amounts under this Plan, any person having a claim
for payments shall be an unsecured creditor. No Award holder shall have any of
the rights of a stockholder with respect to shares of Stock covered by an Award
until such time as the stock has been issued.

      (c) Governing Law. The provisions of the Plan shall be governed by and
interpreted in accordance with the laws of The Commonwealth of Massachusetts.

                                      -8-


      (d) Effective Date of Plan. The effective date of this Plan shall be the
date of adoption by the Board of Directors. If the Plan is subject to the
approval of the stockholders under paragraph (e) below, upon such approval it
shall be effective as of the date of adoption by the Board of Directors. The
Committee may grant Awards under the Plan prior to any such required shareholder
approval, and any such Awards which are of a type that require shareholder
approval shall become effective as of the date of grant upon receipt of such
approval.

      (e) Stockholder Approval. The adoption of this Plan, or any amendment
hereto, shall be subject to approval by stockholders only to the extent required
by (i) the Code, (ii) the rules under Section 16 of the Exchange Act, (iii)
rules of any stock exchange or over-the-counter stock market, or (iv) as
otherwise required by law. Any such approval shall be obtained within the time
required by such law or rule. Any stockholder approval of this Plan or any
amendment so required shall mean the affirmative vote of at least a majority of
the shares of capital stock present and entitled to vote at a duly held meeting
of stockholders, unless a greater vote is required by state corporation law or
the law or rule requiring stockholder approval, in which case such greater
requirement shall apply.

      (f) Amendment of Plan. The Board of Directors of the Company may at any
time, and from time to time, amend, suspend or terminate this Plan in whole or
in part; provided, however, that the Board of Directors may not modify the Plan
in a manner requiring the approval of stockholders under paragraph (e) above
unless such approval is obtained to the extent required.

      (g) Term of Plan. This Plan shall terminate ten years from the date of
adoption by the Board of Directors, and no Award shall be granted under this
Plan thereafter, but such termination shall not affect the validity of Awards
granted prior to the date of termination.

Dates of Approval by Board of Directors: January 6, 2000, January 23, 2001, and
December 13, 2001, May 20, 2002, September 13, 2002, and February 26, 2003.

Dates of Approval by Stockholders: February 24, 2000, February 28, 2001, and May
13, 2002.


                                      -9-