10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
[X]	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended: March 31, 2003

OR

[   ]	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from      to

Commission File Number 0-25434

BROOKS AUTOMATION, INC.

(Exact name of registrant as specified in its charter)

Delaware	04-3040660
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

15 Elizabeth Drive
Chelmsford, Massachusetts
(Address of principal executive offices)

01824
(Zip Code)

Registrant’s telephone number, including area code: (978) 262-2400

     Brooks-PRI Automation, Inc.
(Former Name, Former Address and Former Fiscal Year if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   [X]  No  [    ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes   [X]  No  [   ]

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practical date, April 30, 2003:

Common stock, $0.01 par value 36,873,465 shares

TABLE OF CONTENTS

		CONSOLIDATED BALANCE SHEETS
		CONSOLIDATED STATEMENTS OF OPERATIONS
		CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
	Item 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
CERTIFICATIONS
EXHIBIT INDEX
EX-3.01 CERTIFICATE OF INCORPORATION, AS AMENDED
EX-3.02 BYLAWS OF THE COMPANY, AS AMENDED
EX-10.01 EMPLOYMENT AGREEMENT/ROBERT W. WOODBURY
EX-99.01 CERTIFICATION OF THE CEO AND CFO

BROOKS-PRI AUTOMATION, INC.

INDEX

		PAGE NUMBER
PART I.	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets as of March 31, 2003 (unaudited) and September 30, 2002		3
	Consolidated Statements of Operations for the three and six months ended March 31, 2003 and 2002 (unaudited)		4
	Consolidated Statements of Cash Flows for the six months ended March 31, 2003 and 2002 (unaudited)		5
	Notes to Consolidated Financial Statements (unaudited)		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		33
Item 4.	Controls and Procedures		34
PART II.	OTHER INFORMATION
Item 4.	Submission of Matters to a Vote of Security Holders		35
Item 6.	Exhibits and Reports on Form 8-K		36
Signatures			37
Certifications			38

BROOKS AUTOMATION, INC.
CONSOLIDATED BALANCE SHEETS

					March 31,			September 30,
					2003			2002
					(unaudited)
					(In thousands, except share and per share data)
Assets
	Current assets
		Cash and cash equivalents			$	130,888		$	125,297
		Marketable securities				13,059			25,353
		Accounts receivable, net, including related party receivables of $4 and $68, respectively				73,167			89,150
		Inventories				67,355			78,193
		Prepaid expenses and other current assets				15,310			15,560
				Total current assets		299,779			333,553
	Property, plant and equipment
		Buildings and land				37,707			37,259
		Computer equipment and software				41,585			45,558
		Machinery and equipment				18,947			23,658
		Furniture and fixtures				10,014			14,706
		Leasehold improvements				16,539			25,238
		Construction in progress				3,564			13,768
						128,356			160,187
		Less: Accumulated depreciation and amortization				(60,353	)		(75,395	)
						68,003			84,792
	Long-term marketable securities					68,986			95,087
	Goodwill					108,250			104,156
	Intangible assets, net					12,391			14,648
	Other assets					10,749			25,261
				Total assets	$	568,158		$	657,497
Liabilities, minority interests and stockholders’ equity
	Current liabilities
		Current portion of long-term debt			$	221		$	8
		Accounts payable				18,551			30,436
		Deferred revenue				34,180			29,032
		Accrued warranty and retrofit costs				15,468			19,011
		Accrued compensation and benefits				17,035			18,171
		Accrued retirement benefit				9,899			9,599
		Accrued restructuring costs				15,772			18,897
		Accrued income taxes payable				14,059			8,488
		Accrued expenses and other current liabilities				20,578			23,573
			Total current liabilities			145,763			157,215
	Long-term debt					175,086			175,177
	Accrued long-term restructuring					14,836			14,889
	Other long-term liabilities					1,363			1,488
				Total liabilities		337,048			348,769
	Contingencies (Note 12)
	Minority interests					686			493
Stockholders’ equity
		Preferred stock, $0.01 par value, 1,000,000 shares authorized, one share issued and outstanding				—			—
		Common stock, $0.01 par value, 100,000,000 shares authorized, 36,851,524 and 36,199,333 shares issued and outstanding at March 31, 2003 and September 30, 2002, respectively				369			362
		Additional paid-in capital				1,096,720			1,094,726
		Deferred compensation				(6,051	)		(13,421	)
		Accumulated other comprehensive income (loss)				4,547			(8,058	)
		Accumulated deficit				(865,161	)		(765,374	)
				Total stockholders’ equity		230,424			308,235
				Total liabilities, minority interests and stockholders’ equity	$	568,158		$	657,497

The accompanying notes are an integral part of these unaudited consolidated financial statements.

BROOKS AUTOMATION, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(In thousands, except per share data)

			Three months ended						Six months ended
			March 31,						March 31,
			2003			2002			2003			2002
Revenues
	Product, including related party revenues of $38 and $82 for the three and six months ended March 31, 2003, respectively, and $469 and $517 for the three and six months ended March 31, 2002, respectively		$	65,761		$	39,252		$	120,760		$	78,285
	Services			27,203			17,872			57,059			37,021
		Total revenues		92,964			57,124			177,819			115,306
Cost of revenues
	Product			49,867			25,098			88,548			49,505
	Services			18,445			13,175			40,245			26,109
		Total cost of revenues		68,312			38,273			128,793			75,614
Gross profit				24,652			18,851			49,026			39,692
Operating expenses
	Research and development			19,754			15,441			39,428			29,575
	Selling, general and administrative			23,022			19,079			57,128			37,984
	Amortization of acquired intangible assets			941			2,556			2,988			6,189
	Restructuring and acquisition-related charges			4,728			9			25,824			109
		Total operating expenses		48,445			37,085			125,368			73,857
Loss from operations				(23,793	)		(18,234	)		(76,342	)		(34,165	)
Interest income				1,093			2,610			2,846			5,454
Interest expense				2,622			2,674			5,195			5,272
Other (income) expense, net				3,323			(92	)		16,035			(645	)
Loss before income taxes and minority interests				(28,645	)		(18,206	)		(94,726	)		(33,338	)
Income tax provision (benefit)				53			(5,567	)		4,868			(10,757	)
Loss before minority interests				(28,698	)		(12,639	)		(99,594	)		(22,581	)
Minority interests in income (loss) of consolidated subsidiaries				103			(63	)		193			(120	)
Net loss attributable to common stockholders			$	(28,801	)	$	(12,576	)	$	(99,787	)	$	(22,461	)
Loss per share
	Basic and diluted		$	(0.79	)	$	(0.63	)	$	(2.73	)	$	(1.12	)
Shares used in computing loss per share
	Basic and diluted			36,682			20,116			36,521			20,001

The accompanying notes are an integral part of these unaudited consolidated financial statements.

BROOKS AUTOMATION, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

					Six months ended
					March 31,
					2003			2002
					(unaudited)
					(In thousands)
Cash flows from operating activities
	Net loss				$	(99,787	)	$	(22,461	)
	Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
		Depreciation and amortization				21,621			13,111
		Compensation expense related to common stock options				3,473			664
		Provision for losses on accounts receivable				509			439
		Reserves for excess and obsolete inventories and other inventory adjustments				6,091			1,095
		Deferred income taxes				—			(2,822	)
		Amortization of debt discount and issuance costs				420			394
		Minority interests				193			(120	)
		Loss on disposal of long-lived assets				3,541			103
		Impairment of assets				17,604			—
		Changes in operating assets and liabilities, net of acquired assets and liabilities:
			Accounts receivable			16,310			28,409
			Inventories			7,035			6,905
			Prepaid expenses and other current assets			256			2,556
			Accounts payable			(12,699	)		(4,040	)
			Deferred revenue			5,009			606
			Accrued warranty and retrofit costs			(3,543	)		(267	)
			Accrued compensation and benefits			(1,476	)		708
			Accrued acquisition-related and restructuring costs			(2,800	)		(1,790	)
			Accrued expenses and other current liabilities			2,198			(15,399	)
				Net cash provided by (used in) operating activities		(36,045	)		8,091
Cash flows from investing activities
	Purchases of fixed assets					(8,100	)		(11,101	)
	Acquisition of businesses, net of cash acquired					147			(34,439	)
	Purchases of marketable securities					(19,600	)		(30,213	)
	Sale/maturity of marketable securities					57,995			19,936
	Proceeds from sale of long-lived assets					8,212			—
	(Increase) decrease in other assets					272			(11,128	)
				Net cash provided by (used in) investing activities		38,926			(66,945	)
Cash flows from financing activities
	Payments of long-term debt and capital lease obligations					(26	)		(897	)
	Issuance of long-term debt					153			—
	Proceeds from issuance of common stock, net of issuance costs					1,916			3,983
				Net cash provided by financing activities		2,043			3,086
Effects of exchange rate changes on cash and cash equivalents						667			(761	)
Net increase (decrease) in cash and cash equivalents						5,591			(56,529	)
Cash and cash equivalents, beginning of period						125,297			160,239
Cash and cash equivalents, end of period					$	130,888		$	103,710

The accompanying notes are an integral part of these unaudited consolidated financial statements.

BROOKS AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1.	BASIS OF PRESENTATION
	The unaudited consolidated financial statements of Brooks Automation, Inc. and its subsidiaries (“Brooks” or the “Company”) included herein have been prepared in accordance with generally accepted accounting principles. In the opinion of management, all material adjustments which are of a normal and recurring nature necessary for a fair presentation of the results for the periods presented have been reflected.
	The Company has recorded significant losses from operations and has an accumulated deficit of $865.2 million at March 31, 2003. Revenues and operations, excluding the impact of acquisitions, have decreased substantially and net cash outflows from operations have increased significantly as a result of the current downturn within the semiconductor sector and related industries. Consequently, the Company has undertaken several restructuring programs during the year ended September 30, 2002 and the six months ended March 31, 2003 (see Note 10) to align its cost structures and its revenues. The cyclical nature of the industry, the extended period of the current downturn and the current uncertainty as to the timing and speed of recovery mean that estimates of future revenues, results of operations and net cash flows are inherently difficult. At March 31, 2003, the Company had $212.9 million in cash, cash equivalents and marketable securities, primarily a result of the proceeds raised from the May 2001 sale of $175.0 million of convertible notes due in 2008 and the $220.0 million offering of common stock in May of 2000. The Company believes it has adequate existing resources to fund the Company’s currently planned restructuring activities, working capital requirements and capital expenditures, including development of new products and enhancements to existing products, for at least the next twelve months. If the Company is unable to generate sufficient cash flows from operations, the Company may need to raise additional funds to develop new or enhanced products, respond to competitive pressures or make acquisitions. The Company may be unable to obtain any required additional financing on terms favorable to it, if at all. If adequate funds are not available on acceptable terms, the Company may be unable to successfully develop or enhance products, respond to competitive pressure or take advantage of acquisition opportunities, any of which could have a material adverse effect on the Company’s business.
	The accompanying financial information should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K, filed with the United States Securities and Exchange Commission for the year ended September 30, 2002.
	Certain amounts in previously issued financial statements have been reclassified to conform to current presentation.
	In November 2002, the FASB Emerging Issues Task Force released Issue No. 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables” (“EITF 00-21”). EITF 00-21 addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities. EITF 00-21 establishes three principles: (a) revenue arrangements with multiple deliverables should be divided into separate units of accounting; (b) arrangement consideration should be allocated among the separate units of accounting based on their relative fair values; and (c) revenue recognition criteria should be considered separately for separate units of accounting. EITF 00-21 is effective for all arrangements entered into in fiscal periods beginning after June 15, 2003, with early adoption permitted. The Company is currently reviewing the impact of EITF 00-21.

BROOKS AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

On December 31, 2002, the FASB issued Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure – an Amendment of FAS 123” (“FAS 148”). FAS 148 provides additional transition guidance for those entities that elect to voluntarily adopt the accounting provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“FAS 123”). The standard is intended to encourage the adoption of the provisions of FAS 123 relating to the fair value-based method of accounting for employee stock options. The Company currently applies the disclosure-only provisions of FAS 123. Under the provisions of FAS 148, companies that choose to adopt the accounting provisions of FAS 123 will be permitted to select from three transition methods: the prospective method, the modified prospective method and the retroactive restatement method. The prospective method, however, may not be applied for adoptions of the accounting provisions of FAS 123 for periods beginning after December 15, 2003. FAS 148 requires certain new disclosures that are incremental to those required by FAS 123, which must also be made in interim financial statements. The transition and annual disclosure provisions of FAS 148 are effective for fiscal years ending after December 31, 2002. The new interim disclosure provisions are effective for the first interim period beginning after December 15, 2002. The Company has adopted these provisions of FAS 148 in this Form 10-Q.

On January 17, 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities, an interpretation of ARB 51” (“FIN 46”). The primary objectives of FIN 46 are to provide guidance on the identification of entities for which control is achieved through means other than through voting rights (“variable interest entities” or “VIEs”) and how to determine when and which business enterprise should consolidate the VIE. This new model for consolidation applies to an entity which either: (a) the equity investors (if any) do not have a controlling financial interest; or (b) the equity investment at risk is insufficient to finance that entity’s activities without receiving additional subordinated financial support from other parties. In addition, FIN 46 requires that both the primary beneficiary and all other enterprises with a significant variable interest in a VIE make additional disclosures. The adoption of FIN 46 has not had any significant impact on the Company’s results of operations or financial position.

BROOKS AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

2.	BUSINESS ACQUISITIONS
	Microtool, Inc.
	On October 9, 2002, the Company acquired Microtool, Inc. (“Microtool”), a Colorado Springs, Colorado company that provides service diagnostics for the 200mm and 300mm equipment markets. The acquisition of Microtool provides the Company with additional software and services offerings. In consideration, the Company paid $0.5 million cash and issued 170,001 shares of its common stock with a value of $1.7 million, or $9.74 per share, which represents the average closing price of the Company’s stock for two days before and the day of the acquisition. The Company had reserved an additional 19,999 shares to be issued conditionally upon adjustments for finalization of the net tangible assets acquired from the selling stockholders; these shares, valued at $0.2 million, or $9.99 per share, were issued on February 7, 2003. The value of the additional shares represents the average closing price of the Company’s stock for two days before and the day of issuance. The excess of purchase price over fair value of net assets acquired has been recorded as goodwill. Pro forma results of operations are not presented as the amounts are not material compared to the Company’s historical results. A summary of the transaction is as follows (in thousands):

Consideration:
	Cash		$	500
	Common stock			1,856
	Transaction costs			202
		Total consideration		2,558
Fair value of net tangible assets acquired				545
Excess of fair value over net tangible assets acquired, allocated to goodwill			$	2,013

Pro Forma Results of Operations

On May 14, 2002, the Company acquired PRI Automation, Inc. (“PRI”). The following pro forma results of operations for the three and six months ended March 31, 2002 have been prepared as though the acquisition of PRI had occurred as of October 1, 2001. Pro forma results for the Company’s other acquisitions discussed in Note 1 are not presented, as the amounts are not material compared to the Company’s historical results. This pro forma financial information does not purport to be indicative of the results of operations that would have been attained had the acquisition been made as of that date or of results of operations that may occur in the future (in thousands except per share data):

	Three months			Six months
	ended			ended
	March 31,			March 31,
	2002			2002
Revenues	$	102,807		$	215,882
Net loss	$	(26,185	)	$	(46,498	)
Loss per share (diluted)	$	(0.78	)	$	(1.39	)

BROOKS AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

3.	GOODWILL AND INTANGIBLE ASSETS
	Components of the Company’s identifiable intangible assets are as follows (in thousands):

	March 31, 2003				September 30, 2002
			Accumulated				Accumulated
	Cost		amortization		Cost		amortization
Patents	$	7,138	$	6,694	$	6,793	$	6,653
Completed technology		30,313		22,923		29,913		20,910
License agreements		305		305		305		305
Trademarks and trade names		2,532		1,826		2,532		1,628
Non-competition agreements		1,726		1,425		1,726		1,219
Customer relationships		6,517		2,967		6,517		2,423
	$	48,531	$	36,140	$	47,786	$	33,138

The Company recorded amortization expense for its amortized intangible assets of $0.9 million and $2.6 million for the three months ended March 31, 2003 and 2002, respectively, and $3.0 million and $6.5 million for the six months then ended. Estimated amortization expense on the Company’s intangible assets is as follows (in thousands):

Year ended September 30,
	2003	$	4,744
	2004	$	4,259
	2005	$	4,063
	2006	$	890
	2007	$	690

The changes in the carrying amount of goodwill for the three months ended March 31, 2003 and December 31, 2002 are as follows (in thousands):

					Factory		Factory
			Equipment		automation		automation
			automation		hardware		software			Other		Total
Balance at September 30, 2002			$	24,964	$	35,654	$	36,700		$	6,838	$	104,156
	Adjustments to goodwill:
		Acquisitions		—		1,813		—			—		1,813
		Foreign currency translation and other		202		592		99			—		893
Balance at December 31, 2002				25,166		38,059		36,799			6,838		106,862
	Adjustments to goodwill:
		Purchase accounting adjustments on prior period acquisitions		—		1,277		—			—		1,277
		Foreign currency translation and other		—		121		(10	)		—		111
Balance at March 31, 2003			$	25,166	$	39,457	$	36,789		$	6,838	$	108,250

BROOKS AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

Purchase accounting adjustments of $1.3 million include $1.4 million for additional shares issued to the selling shareholders of Hermos Informatik GmbH (“Hermos”), $0.2 million for additional shares issued to the selling shareholders of Microtool and $0.3 million of cash received related to the Company’s acquisition of Zygo Corporation’s Automation Systems Group (“Zygo”) as part of the finalization of the purchase prices of these transactions.

4.	LOSS PER SHARE
	Options to purchase common stock and assumed conversions of the 4.75% Convertible Subordinated Notes due in 2008 into common stock totaling approximately 10.8 million shares and 10.9 million shares of common stock were excluded from the computation of diluted loss per share for the three and six months ended March 31, 2003, respectively, as their effect would be anti-dilutive. Options to purchase common stock and assumed conversions totaling approximately 4.4 million shares and 6.1 million shares of common stock were excluded from the computation of diluted loss per share for the three and six months ended March 31, 2002, respectively, as their effect would be anti-dilutive. However, these options and conversions could become dilutive in future periods.
5.	STOCK-BASED COMPENSATION
	The Company accounts for stock-based employee compensation under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and related interpretations. The Company has adopted the disclosure-only provisions of FAS 148, as an amendment of FAS 123. The following pro forma information regarding net loss has been calculated as if the Company had accounted for its employee stock options and stock purchase plan under the fair value method defined in FAS 123. The fair value of each option grant was estimated on the date of grant; the fair value of each employee stock purchase was estimated on the commencement date of each offering period using the Black-Scholes option pricing model.
	For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options’ vesting period. The Company’s pro forma information follows (in thousands, except per share data):

		Three months ended						Six months ended
		March 31,						March 31,
		2003			2002			2003			2002
Net loss, as reported		$	(28,801	)	$	(12,576	)	$	(99,787	)	$	(22,461	)
	Add stock-based employee compensation expense included in reported net loss, net of related taxes		897			177			2,084			398
Deduct stock-based compensation expense, net of related taxes			3,047			6,379			6,633			13,095
Pro forma net loss		$	(30,951	)	$	(18,778	)	$	(104,336	)	$	(35,158	)
Loss per share
	Basic and diluted, as reported	$	(0.79	)	$	(0.63	)	$	(2.73	)	$	(1.12	)
	Basic and diluted, pro forma	$	(0.84	)	$	(0.93	)	$	(2.86	)	$	(1.76	)

BROOKS AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

6.	INVESTMENT IN SHINSUNG ENGINEERING CO., LTD
	As a result of the acquisition of PRI, the Company acquired PRI’s minority investment in Shinsung Engineering Co., Ltd. (“Shinsung”), a South Korean manufacturer of semiconductor clean room equipment and other industrial systems. PRI made a minority investment in Shinsung of $11.5 million in exchange for 3,109,091 shares of Shinsung common stock and warrants to purchase an additional 3,866,900 common shares. The Shinsung warrants were fair valued using the Black-Scholes valuation model at each reporting date, and changes in valuation were recorded as a component of “Other comprehensive income (loss)”.
	In connection with the Company’s ongoing restructuring and consolidation efforts, the Company determined that its strategic manufacturing relationship with Shinsung no longer aligns with the future needs and direction of the Company. As a result, in December 2002, the Company received an offer from Shinsung, and on January 27, 2003, concluded the sale to Shinsung of the warrants for $0.5 million. As a result, the Company wrote down the carrying value of the warrants to $0.5 million as of December 31, 2002, recording an impairment charge of $11.5 million to “Other (income) expense” on the Company’s Consolidated Statement of Operations in that period.
	In March 2003, the Company sold the Shinsung common shares for $7.7 million, net of transaction costs. The $3.0 million net loss on the sale of the common shares is included in “Other (income) expense” in the Company’s Consolidated Statements of Operations for both the three and six months ended March 31, 2003.
	At September 30, 2002, the fair market values of the Shinsung common shares and warrants were $6.5 million and $7.0 million, respectively. The aggregate fair market value of $13.5 million at September 30, 2002, is reported in “Other assets” in the Company’s Consolidated Balance Sheet as of that date.
7.	COMPREHENSIVE LOSS
	Comprehensive loss for the Company is computed as the sum of the Company’s net loss, the change in the cumulative translation adjustment and the unrealized gain (loss) on the Company’s investment in the Shinsung common shares for the period prior to their sale during the second quarter of the current fiscal year. The calculation of the Company’s comprehensive loss for the three and six months ended March 31, 2003 and 2002 is as follows (in thousands):

	Three months ended						Six months ended
	March 31,						March 31,
	2003			2002			2003			2002
Net loss	$	(28,801	)	$	(12,576	)	$	(99,787	)	$	(22,461	)
Change in cumulative translation adjustment		493			(963	)		3,326			(4,644	)
Unrealized gain (loss) on investment in Shinsung common shares		—			—			1,303			—
	$	(28,308	)	$	(13,539	)	$	(95,158	)	$	(27,105	)

BROOKS AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

8.	SEGMENT AND GEOGRAPHIC INFORMATION
	The Company has three primary reportable segments: equipment automation, factory automation hardware and factory automation software.
	The equipment automation segment provides automated material handling products and components for use within semiconductor process equipment. These systems automate the movement of wafers into and out of semiconductor manufacturing process chambers and provide an integration point between factory automation systems and process tools. The primary customers for these solutions are manufacturers of process tool equipment. These include vacuum and atmospheric systems and robots and related components.
	The factory automation hardware segment provides automated material management products and components for use within the factory. The Company’s factory automation hardware products include automated storage and retrieval systems and wafer/reticle transport systems based on its proprietary AeroTrak overhead monorail systems and AeroLoader overhead hoist vehicle. They store, transport and manage the movement of work-in-process wafers and lithography reticles throughout the fab. The factory automation hardware segment also provides hardware and software solutions, including mini-environments and other automated transfer mechanisms to isolate the semiconductor wafer from the production environment.
	The factory automation software segment provides software products for the semiconductor manufacturing market, including consulting and software integration. The Company’s software products enable semiconductor manufacturers to increase their return on investment by enhancing production efficiency, and may be sold as part of an integration solution or on a stand-alone basis.
	Intelligent Automation Systems, Inc. and IAS Products, Inc. (collectively, “IAS”), acquired on February 15, 2002, is the only component of “Other”. IAS provides standard and custom automation technology and products for the semiconductor, photonics, life sciences and certain other industries.
	The Company evaluates performance and allocates resources based on revenues and operating income (loss). The operating income (loss) for each segment includes selling, general and administrative expenses directly attributable to the segment. Amortization of acquired intangible assets, including any impairment of these assets and of goodwill, and acquisition-related and restructuring charges are excluded from the segments’ operating income (loss). The Company’s non-allocable overhead costs, which include corporate general and administrative expenses, are allocated between the segments based upon segment revenues. Segment assets exclude acquired intangible assets, goodwill and the Company’s corporate investments in cash equivalents, marketable securities and Shinsung. As a result of the PRI acquisition on May 14, 2002, the Company realigned its segment structure to incorporate the product and service lines acquired from PRI. Accordingly, all prior period segment information has been restated to conform to the new presentation.

BROOKS AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

Financial information for the Company’s business segments is as follows (in thousands):

						Factory			Factory
			Equipment			automation			automation
			automation			hardware			software			Other			Total
Three months ended March 31, 2003
	Revenues
		Product	$	46,255		$	13,193		$	5,432		$	881		$	65,761
		Services		7,131			4,949			15,123			—			27,203
			$	53,386		$	18,142		$	20,555		$	881		$	92,964
	Gross profit		$	11,004		$	3,446		$	10,221		$	(19	)	$	24,652
	Operating income (loss)		$	3,404		$	(16,341	)	$	(4,377	)	$	(810	)	$	(18,124	)
Three months ended March 31, 2002
	Revenues
		Product	$	22,092		$	12,396		$	3,892		$	872		$	39,252
		Services		3,831			306			13,735			—			17,872
			$	25,923		$	12,702		$	17,627		$	872		$	57,124
	Gross profit		$	4,646		$	4,809		$	9,333		$	63		$	18,851
	Operating loss		$	(8,507	)	$	(1,695	)	$	(5,045	)	$	(422	)	$	(15,669	)
Six months ended March 31, 2003
	Revenues
		Product	$	76,370		$	30,843		$	12,061		$	1,486		$	120,760
		Services		13,278			13,834			29,947			—			57,059
			$	89,648		$	44,677		$	42,008		$	1,486		$	177,819
	Gross profit		$	17,860		$	9,566		$	21,554		$	46		$	49,026
	Operating loss		$	(13,919	)	$	(22,251	)	$	(9,704	)	$	(1,656	)	$	(47,530	)
Six months ended March 31, 2002
	Revenues
		Product	$	43,779		$	22,414		$	11,220		$	872		$	78,285
		Services		7,953			2,381			26,687			—			37,021
			$	51,732		$	24,795		$	37,907		$	872		$	115,306
	Gross profit		$	11,020		$	8,035		$	20,574		$	63		$	39,692
	Operating loss		$	(16,789	)	$	(2,539	)	$	(8,117	)	$	(422	)	$	(27,867	)
Assets
	March 31, 2003		$	154,775		$	130,407		$	17,466		$	1,120		$	303,768
	September 30, 2002		$	170,101		$	126,267		$	35,684		$	1,184		$	333,236

BROOKS AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

A reconciliation of the Company’s reportable segment operating loss to the corresponding consolidated amounts for the three and six month periods ended March 31, 2003 and 2002 is as follows (in thousands):

		Three months ended						Six months ended
		March 31,						March 31,
		2003			2002			2003			2002
Segment operating loss		$	(18,124	)	$	(15,669	)	$	(47,530	)	$	(27,867	)
Amortization of acquired intangible assets			941			2,556			2,988			6,189
Acquisition-related and restructuring charges			4,728			9			25,824			109
	Total operating loss	$	(23,793	)	$	(18,234	)	$	(76,342	)	$	(34,165	)

A reconciliation of the Company’s reportable segment assets to the corresponding consolidated amounts as of March 31, 2003 and September 30, 2002 is as follows (in thousands):

	March 31,		September 30,
	2003		2002
Segment assets	$	303,768	$	333,236
Goodwill		108,250		104,156
Acquired intangible assets		12,061		14,648
Investment in Shinsung		—		13,475
Corporate investment in cash equivalents and marketable securities		144,079		191,982
	$	568,158	$	657,497

Net revenues by geographic area are as follows (in thousands):

	Three months ended				Six months ended
	March 31,				March 31,
	2003		2002		2003		2002
North America	$	45,075	$	32,138	$	90,482	$	56,343
Asia/Pacific		30,989		13,627		55,306		31,251
Europe		16,900		11,359		32,031		27,712
	$	92,964	$	57,124	$	177,819	$	115,306

9.

SIGNIFICANT CUSTOMERS AND RELATED PARTY INFORMATION

One of the Company’s directors, Joseph R. Martin, is Senior Executive Vice President and Vice Chairman of the Board of Directors of Fairchild Semiconductor International, Inc. (“Fairchild”), one of the Company’s customers. Revenues from Fairchild for the three and six months ended March 31, 2003, were approximately $38,000 and $82,000, respectively. Revenues from Fairchild for the three and six months ended March 31, 2002, were approximately $469,000 and $517,000, respectively. The amounts due from Fairchild included in accounts receivable at March 31, 2003 and September 30, 2002 were approximately $4,000 and $68,000, respectively.

BROOKS AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

	The Company had no customer that accounted for more than 10% of revenues in the three or six months ended March 31, 2003. The Company had one customer that accounted for more than 10% of revenues in the three and six month periods ended March 31, 2002. Revenues from this customer comprised 12.0% and 10.9% of revenues in the three and six months ended March 31, 2002, respectively.
	Related party amounts included in accounts receivable are on standard terms and manner of settlement.
10.	RESTRUCTURING AND ACQUISITION-RELATED LIABILITIES
	Fiscal 2003 Restructuring
	Based on current estimates of its near term future revenues and operating costs, the Company announced in March 2003, plans to take additional workforce reduction actions to further reduce costs. Accordingly, $5.9 million of restructuring charges were recorded in the three months ended March 31, 2003, consisting of $5.2 million for these workforce reductions approximating 250 employees and $0.7 million related to three facilities to be abandoned. These amounts are reflected as a component of “Acquisition-related and restructuring charges” in the Company’s Consolidated Statements of Operations for the three and six months ended March 31, 2003.
	On January 1, 2003, the Company adopted the provisions of FAS 146, effective for exit or disposal activities initiated after December 31, 2002. The adoption of FAS 146 changed the timing of recording restructure charges from the commitment date to when the liability is incurred. As a result, the Company recorded restructure charges only for those liabilities incurred as of March 31, 2003, and is accruing the balance of restructure charges for planned actions through the dates when the respective liabilities will be incurred. Accordingly, the Company estimates that additional restructure charges related to these actions aggregating $1.8 million relating to workforce reductions will be recorded in subsequent periods on an individual pro rata basis through February 2004. The restructure charges of $5.9 million for the three months ended March 31, 2003, and the expected future costs for these initiatives are attributable to the Company’s reportable segments as follows (in thousands):

	Expense
	for the		Expected to be
	three months		expensed		Total
	ended		in future		expected
	March 31, 2003		periods		expense
Equipment automation	$	3,257	$	1,007	$	4,264
Factory automation hardware		1,431		420		1,851
Factory automation software		1,110		373		1,483
Other		78		—		78
	$	5,876	$	1,800	$	7,676

The Company expects the severance costs associated with these actions, totaling $7.0 million, will be paid within one year. The facilities costs, totaling $0.7 million, will be paid as follows (in thousands): $0.5 million in the year ended March 31, 2004 and $0.2 million in the year ended March 31, 2005.

BROOKS AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

In December 2002, the Company had announced plans to take additional and significant cost reduction actions. Accordingly, a charge of $19.1 million was recorded for these actions. Of this amount, $12.4 million related to workforce reductions of approximately 400 employees, expected to be paid in fiscal 2003 and $0.6 million related to the consolidation of several of the Company’s facilities, expected to be paid over the next six months. In addition, the write-off of $6.1 million of capitalized costs related to cancelled internal systems application infrastructure programs was recorded. A portion of these actions has been implemented in the first quarter of fiscal 2003. The Company anticipates additional cost reduction initiatives will be implemented through the remainder of fiscal year 2003 in its continuing efforts to align costs with revenues.

Fiscal 2002 Restructuring

On September 13, 2002, the Company’s chief executive officer approved a formal plan of restructure in response to the ongoing downturn in the semiconductor industry, which has continued to exert downward pressure on the Company’s revenues and cost structure. Pursuant to that plan, the Company recorded restructuring charges of $16.1 million in the fourth quarter of fiscal 2002. Of this amount, $9.1 million relates to workforce reductions of approximately 430 employees, and is expected to be paid in fiscal 2003, $6.7 million was for the consolidation of several of the Company’s facilities and $0.3 million was for other restructuring costs.

As part of the plan to integrate the PRI acquisition, certain sales, technical support and administrative functions were combined and headcount and related costs reduced. Accordingly, during the third quarter of fiscal 2002, the Company recorded $2.8 million of restructuring charges, comprised of $1.3 million for workforce reduction-related costs for existing Brooks employees, $0.4 million related to excess existing Brooks facilities and $1.1 million of other restructuring costs.

Restructuring costs of $13.5 million for former PRI employees, $11.1 million for PRI facilities and $2.3 million for other costs were accrued as part of the purchase accounting for the PRI acquisition, relating to the consolidation and elimination of certain PRI duplicate facilities and redundant PRI personnel.

Fiscal 2001 Restructuring

On September 5, 2001, the Company’s Board of Directors approved a formal plan of restructure in response to the downturn in the semiconductor industry. Remaining costs of $0.5 million and $1.0 million are expected to be paid in fiscal 2003 and in the subsequent years, respectively.

Restructuring Activity

As of March 31, 2003, approximately 1,300 employees had been terminated and 17 facilities had been consolidated into other existing Brooks facilities in connection with the restructuring plans described above. At March 31, 2003, the long-term portion of the Company’s accrued restructuring costs was $14.8 million, and relates to payments on abandoned facilities with leases that expire through September 2011. The

BROOKS AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

activity for the three months ended March 31, 2003 and December 31, 2002, related to the Company’s restructuring accruals described above is summarized below (in thousands):

	Activity – Three Months Ended March 31, 2003
	Balance		New								Balance
	December 31,		Initiatives								March 31,
	2002		Expense		Utilization			Reversals			2003
Facilities	$	18,402	$	716	$	(2,494	)	$	—		$	16,624
Workforce-related		16,504		5,160		(7,737	)		(1,077	)		12,850
Other		1,292		—		(158	)		—			1,134
	$	36,198	$	5,876	$	(10,389	)	$	(1,077	)	$	30,608

	Activity – Three Months Ended December 31, 2002
	Balance		New					Balance
	September 30,		Initiatives					December 31,
	2002		Expense		Utilization			2002
Facilities	$	18,977	$	640	$	(1,215	)	$	18,402
Workforce-related		13,480		12,378		(9,354	)		16,504
Other		1,329		—		(37	)		1,292
	$	33,786	$	13,018	$	(10,606	)	$	36,198

Adjustments to Restructuring Accruals

Periodically, the accruals related to the acquisition-related and restructuring charges are reviewed and compared to their respective cash requirements. As a result of those reviews, the accruals are adjusted for changes in cost and timing assumptions of previously approved and recorded initiatives. During the three months ended March 31, 2003, the Company identified $1.1 million of excess accruals associated with headcount reduction plans previously announced and implemented. The final costs associated with these actions were lower than originally anticipated and accrued. As a result, the excess accruals for these actions were reversed, with a corresponding reduction to restructuring expense.

Acquisition-related Charges

Acquisition-related charges of $2.0 million for both the three and six months ended March 31, 2003, are primarily comprised of legal, relocation and consulting costs to integrate the PRI entities and employees into the Company, as well as legal fees for consolidating acquired entities into existing Brooks entities. Acquisition-related charges of $0.1 million for both the three and six months ended March 31, 2002, primarily relate to legal and accounting fees incurred for the acquisition of Progressive Technologies, Inc. (“PTI”) on July 12, 2001, which the Company had accounted for as a pooling of interests transaction.

BROOKS AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

11.	OTHER BALANCE SHEET INFORMATION
	Components of other selected captions in the Consolidated Balance Sheets are as follows (in thousands):

		March 31,		September 30,
		2003		2002
Accounts receivable		$	79,843	$	95,127
Less allowances			6,676		5,977
		$	73,167	$	89,150
Inventories
	Raw materials and purchased parts	$	35,829	$	56,050
	Work-in-process		13,748		15,334
	Finished goods		17,778		6,809
		$	67,355	$	78,193

The Company provides for the estimated cost of product warranties, primarily from historical information, at the time product revenue is recognized and retrofit accruals at the time retrofit programs are established. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component supplies, the Company’s warranty obligation is affected by product failure rates, utilization levels, material usage, service delivery costs incurred in correcting a product failure, and supplier warranties on parts delivered to the Company. Should actual product failure rates, utilization levels, material usage, service delivery costs or supplier warranties on parts differ from the Company’s estimates, revisions to the estimated warranty and retrofit liability would be required. Product warranty and retrofit activity for the three months ended December 31, 2002 and March 31, 2003, is as follows (in thousands):

Balance September 30, 2002		$	19,011
	Accruals for warranties during the period		589
	Settlements made during the period		(763	)
Balance December 31, 2002			18,837
	Accruals for warranties during the period		109
	Settlements made during the period		(3,478	)
Balance March 31, 2003		$	15,468

12.

CONTINGENCIES

There has been substantial litigation regarding patent and other intellectual property rights in the semiconductor-related industries. Brooks has in the past been, and may in the future be, notified that it may be infringing intellectual property rights possessed by other third parties. Brooks cannot guarantee that infringement claims by third parties or other claims for indemnification by customers or end users of Brooks’ products resulting from infringement claims will not be asserted in the future or that such assertions, if proven to be true, will not materially and adversely affect Brooks’ business, financial condition and results of operations. If any such claims are asserted against Brooks’ intellectual property rights, the Company may seek to enter into a royalty or licensing arrangement. Brooks cannot guarantee, however, that a license will be available on reasonable terms or at all. Brooks could decide in the alternative to resort to litigation to challenge such claims or to design around the patented technology.

BROOKS AUTOMATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) - Continued

Brooks received notice from General Signal Corporation (“General Signal”) twice in 1992 and once in 1994, alleging infringement of patents then owned by General Signal, relating to cluster tool architecture, by certain of Brooks’ products. The notification advised Brooks that General Signal was attempting to enforce its rights to those patents in litigation against Applied Materials (“Applied Materials”). According to a press release issued by Applied Materials in November 1997, Applied Materials settled its litigation with General Signal by acquiring ownership of five General Signal patents. Although not verified, these five patents would appear to be the patents referred to by General Signal in its prior notice to Brooks. Applied Materials has not contacted Brooks regarding these patents.

Brooks acquired certain assets, including a transport system known as IridNet, from the Infab division of Jenoptik AG on September 30, 1999. Asyst Technologies, Inc. (“Asyst”) had previously filed suit against Jenoptik AG and other defendants (collectively, the “defendants”) in the Northern District Court of California charging that products of the defendants, including IridNet, infringe Asyst’s U.S. Patent Nos. 4,974,166 (“the ‘166 patent”) and 5,097,421 (“the ‘421 patent”). Asyst later withdrew its claims related to the ‘166 patent from the case. The case is presently before the District Court for proceedings regarding claim construction, infringement and invalidity of the ‘421 patent.

Brooks has received notice that Asyst may amend its complaint in this Jenoptik litigation to name Brooks as an additional defendant. Based on Brooks’ investigation of Asyst’s allegations, Brooks does not believe it is infringing any claims of Asyst’s patents. Brooks intends to continue to support Jenoptik to argue vigorously, among other things, the position that the IridNet system does not infringe the Asyst patent. If Asyst prevails in its case, Asyst may seek to prohibit Brooks from developing, marketing and using the IridNet product without a license. Brooks cannot guarantee that a license will be available to it on reasonable terms, if at all. If a license from Asyst is not available Brooks could be forced to incur substantial costs to reengineer the IridNet product, which could diminish its value. In any case, Brooks may face litigation with Asyst. Jenoptik has agreed to indemnify Brooks for losses Brooks may incur in this action.

In addition, Asyst made assertions in approximately 1995 that certain technology employed in products manufactured and sold by Hermos Informatik GmbH infringed one or more of Asyst’s patents. Hermos was acquired by the Company in July 2002. To date Asyst has taken no steps to assert or enforce any such rights against the Company and, to the Company’s knowledge, Asyst never commenced enforcement proceedings against Hermos prior to its acquisition by the Company. Should Asyst seek to pursue any such claims against Hermos or the Company, the Company would be subject to all of the business and litigation risks identified in the preceding paragraph.

BROOKS AUTOMATION, INC.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

Certain statements in this quarterly report constitute “forward-looking statements” which involve known risks, uncertainties and other factors which may cause the actual results, performance or achievements of Brooks Automation, Inc. (“Brooks” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include the “Factors That May Affect Future Results” set forth in Management’s Discussion and Analysis of Financial Condition and Results of Operations, which is included in this report. Precautionary statements made herein should be read as being applicable to all related forward-looking statements whenever they appear in this report.

OVERVIEW

Brooks is a leading supplier of integrated tool and factory automation solutions for the global semiconductor and related industries, such as the data storage and flat panel display manufacturing industries and other precision electronics manufacturing industries. Beginning in 1998, the Company began a program to diversify its product portfolio through research and development, investment and acquisitions. During the period from 1998 through October 2002, the Company acquired companies in the United States and other countries. 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 a wafer fabrication factory.

Traditionally, the Company’s foreign revenues have been generally denominated in United States dollars. Accordingly, foreign currency fluctuations have not had a significant impact on the comparison of the results of operations for the periods presented. The costs and expenses of the Company’s international subsidiaries are recorded in local currency, and foreign currency translation adjustments are reflected as a component of “Accumulated other comprehensive loss” in the Company’s Consolidated Balance Sheets. To the extent that the Company expands its international operations or changes its pricing practices to denominate prices in foreign currencies, the Company will be exposed to increased risk of currency fluctuation.

In view of the currently prevailing downturn in the semiconductor industry and the resulting market pressures, the Company is focusing its major efforts in the following areas:

• Controlling and reducing costs;

• Aligning costs and revenues to move to break-even and then profitable levels of operation, including positive operating cash flow, even if the current downturn continues;

• Consolidating and integrating the businesses and assets that the Company has acquired in recent years, diminishing the Company’s acquisition activities and striving to maximize the profitability of the Company as an integrated whole;

• Reducing the number of the Company’s manufacturing sites and consolidating manufacturing without diminishing the Company’s ability to respond to customer demand, either currently or at such time as market conditions improve;

• Developing the products and services required for future success in the market; and

• Improving the efficiency of the Company’s existing internal information systems.

The Company’s cost-containment activities are discussed below in the “Restructuring” section.

BROOKS AUTOMATION, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - Continued

ACQUISITIONS

On October 9, 2002, the Company acquired Microtool, Inc. (“Microtool”), located in Colorado Springs, Colorado. Microtool provides automation metrology for the 200mm and 300mm markets. The acquisition was recorded using the purchase method of accounting in accordance with Financial Accounting Standards Board Statement No. 141, “Business Combinations” (“FAS 141”). Accordingly, the Company’s Consolidated Statement of Operations for the three and six months ended March 31, 2003 and the Company’s Consolidated Statement of Cash Flows for the six months then ended include the results of Microtool for the period subsequent to its acquisition.

RELATED PARTIES

One of the Company’s directors, Joseph R. Martin, is Senior Executive Vice President and Vice Chairman of the Board of Directors of Fairchild Semiconductor International, Inc. (“Fairchild”), one of the Company’s customers. Revenues from Fairchild for the three and six months ended March 31, 2003, were approximately $38,000 and $82,000, respectively. Revenues from Fairchild for the three and six months ended March 31, 2002, were approximately $469,000 and $517,000, respectively. The amounts due from Fairchild included in accounts receivable at March 31, 2003 and September 30, 2002 were approximately $4,000 and $68,000, respectively.

RESTRUCTURING

Fiscal 2003 Restructuring

Based on current estimates of its near term future revenues and operating costs, the Company announced in March 2003, plans to take additional workforce reduction actions to further reduce costs. Accordingly, $5.9 million of restructuring charges were recorded in the three months ended March 31, 2003, consisting of $5.2 million for these workforce reductions approximating 250 employees and $0.7 million related to three facilities to be abandoned. These amounts are reflected as a component of “Acquisition-related and restructuring charges” in the Company’s Consolidated Statements of Operations for the three and six months ended March 31, 2003.

On January 1, 2003, the Company adopted the provisions of FAS 146, effective for exit or disposal activities initiated after December 31, 2002. The adoption of FAS 146 changed the timing of recording restructure charges from the commitment date to when the liability is incurred. As a result, the Company recorded restructure charges only for those liabilities incurred as of March 31, 2003, and is accruing the balance of restructure charges for planned actions through the dates when the respective liabilities will be incurred. Accordingly, the Company estimates that additional restructure charges related to these actions aggregating $1.8 million relating to workforce reductions will be recorded in subsequent periods on an individual pro rata basis through February 2004. The restructure charges of $5.9 million for the three months ended March 31, 2003,

BROOKS AUTOMATION, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - Continued

and the expected future costs for these initiatives are attributable to the Company’s reportable segments as follows (in thousands):

	Expense
	for the		Expected to
	three months		be expensed		Total
	ended		in future		expected
	March 31, 2003		periods		expense
Equipment automation	$	3,257	$	1,007	$	4,264
Factory automation hardware		1,431		420		1,851
Factory automation software		1,110		373		1,483
Other		78		—		78
	$	5,876	$	1,800	$	7,676

The Company expects the severance costs associated with these actions, totaling $7.0 million, will be paid within one year. The facilities costs, totaling $0.7 million, will be paid as follows (in thousands): $0.5 million in the year ended March 31, 2004 and $0.2 million in the year ended March 31, 2005.

In December 2002, the Company had announced plans to take additional and significant cost reduction actions. Accordingly, a charge of $19.1 million was recorded for these actions. Of this amount, $12.4 million related to workforce reductions of approximately 400 employees, expected to be paid in fiscal 2003 and $0.6 million related to the consolidation of several of the Company’s facilities, expected to be paid over the next six months. In addition, the write-off of $6.1 million of capitalized costs related to cancelled internal systems application infrastructure programs was recorded. A portion of these actions has been implemented in the first quarter of fiscal 2003. The Company anticipates additional cost reduction initiatives will be implemented through the remainder of fiscal year 2003 in its continuing efforts to align costs with revenues.

Fiscal 2002 Restructuring

On September 13, 2002, the Company’s chief executive officer approved a formal plan of restructure in response to the ongoing downturn in the semiconductor industry, which has continued to exert downward pressure on the Company’s revenues and cost structure. Pursuant to that plan, the Company recorded restructuring charges of $16.1 million in the fourth quarter of fiscal 2002. Of this amount, $9.1 million relates to workforce reductions of approximately 430 employees, and is expected to be paid in fiscal 2003, $6.7 million was for the consolidation of several of the Company’s facilities and $0.3 million was for other restructuring costs.

As part of the plan to integrate the PRI Automation, Inc. (“PRI”) acquisition, certain sales, technical support and administrative functions were combined and headcount and related costs reduced. Accordingly, during the third quarter of fiscal 2002, the Company recorded $2.8 million of restructuring charges, comprised of $1.3 million for workforce reduction-related costs for existing Brooks employees, $0.4 million related to excess existing Brooks facilities and $1.1 million of other restructuring costs.

BROOKS AUTOMATION, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - Continued

Restructuring costs of $13.5 million for former PRI employees, $11.1 million for PRI facilities and $2.3 million for other costs were accrued as part of the purchase accounting for the PRI acquisition, relating to the consolidation and elimination of certain PRI duplicate facilities and redundant PRI personnel.

Fiscal 2001 Restructuring

On September 5, 2001, the Company’s Board of Directors approved a formal plan of restructure in response to the downturn in the semiconductor industry. Remaining costs of $0.5 million and $1.0 million are expected to be paid in fiscal 2003 and in the subsequent years, respectively.

Restructuring Activity

As of March 31, 2003, approximately 1,300 employees had been terminated and 17 facilities had been consolidated into other existing Brooks facilities in connection with the restructuring plans described above. At March 31, 2003, the long-term portion of the Company’s accrued restructuring costs was $14.8 million, and relates to payments on abandoned facilities with leases that expire through September 2011. The activity for the three months ended March 31, 2003 and December 31, 2002, related to the Company’s restructuring accruals described above is summarized below (in thousands):

	Activity – Three Months Ended March 31, 2003
	Balance		New								Balance
	December 31,		Initiatives								March 31,
	2002		Expense		Utilization			Reversals			2003
Facilities	$	18,402	$	716	$	(2,494	)	$	—		$	16,624
Workforce-related		16,504		5,160		(7,737	)		(1,077	)		12,850
Other		1,292		—		(158	)		—			1,134
	$	36,198	$	5,876	$	(10,389	)	$	(1,077	)	$	30,608

	Activity – Three Months Ended December 31, 2002
	Balance		New					Balance
	September 30,		Initiatives					December 31,
	2002		Expense		Utilization			2002
Facilities	$	18,977	$	640	$	(1,215	)	$	18,402
Workforce-related		13,480		12,378		(9,354	)		16,504
Other		1,329		—		(37	)		1,292
	$	33,786	$	13,018	$	(10,606	)	$	36,198

Adjustments to Restructuring Accruals

Periodically, the accruals related to the acquisition-related and restructuring charges are reviewed and compared to their respective cash requirements. As a result of those reviews, the accruals are adjusted for changes in cost and timing assumptions of previously approved and recorded initiatives. During the three months ended March 31, 2003, the Company identified $1.1 million of excess accruals associated with headcount reduction plans previously announced and implemented. The final costs associated with these actions were lower than originally anticipated and accrued. As a result, the excess accruals for these actions were reversed, with a corresponding reduction to restructuring expense.

BROOKS AUTOMATION, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - Continued

Acquisition-related Charges

Acquisition-related charges of $2.0 million for both the three and six months ended March 31, 2003, are primarily comprised of legal, relocation and consulting costs to integrate the PRI entities and employees into the Company, as well as legal fees for consolidating acquired entities into existing Brooks entities. Acquisition-related charges of $0.1 million for both the three and six months ended March 31, 2002, primarily relate to legal and accounting fees incurred for the acquisition of Progressive Technologies, Inc. (“PTI”) on July 12, 2001, which the Company had accounted for as a pooling of interests transaction.

THREE AND SIX MONTHS ENDED MARCH 31, 2003,
COMPARED TO THREE AND SIX MONTHS ENDED MARCH 31, 2002

Revenues

The Company reported revenues of $92.9 million in the three months ended March 31, 2003, compared to $57.1 million in the same prior year period. The Company’s revenues for the six months ended March 31, 2003, were $177.8 million, compared to $115.3 million in the same prior year period. The increase in both the three and six month periods compared to the same prior year periods is primarily attributable to the Company’s acquisition of PRI, as well as Zygo Corporation Automation Systems Group (“Zygo”), Tec-Sem A.G. (“Tec-Sem”), Hermos Informatik GmbH (“Hermos”) and Intelligent Automation Systems, Inc. and IAS Products, Inc. (collectively, “IAS”).

The Company’s equipment automation segment reported revenues of $53.4 million in the three months ended March 31, 2003, more than twice its revenues of $25.9 million in the comparable prior year period. The segment’s revenues for the six months ended March 31, 2003, were $89.6 million, an increase of 73.3% from the comparable prior year period. The Company’s factory automation hardware segment’s revenues increased 42.8%, to $18.1 million and 80.2%, to $44.7 million, in the three and six months ended March 31, 2003, respectively, from the same prior year periods. The Company’s factory automation software segment reported revenue increases of 16.6% and 10.8%, to $20.6 million and $42.0 million, in the three and six months ended March 31, 2003, respectively, compared to the same prior year periods. The increases in revenues are primarily attributable to the Company’s acquisitions.

Product revenues increased 67.5%, to $65.8 million in the three months ended March 31, 2003, from $39.3 million in the same prior year period. Product revenues for the six months ended March 31, 2003, were $120.8 million, a 54.3% increase from the $78.3 million of product revenues reported in the comparable prior year period. Service revenues for the three months ended March 31, 2003 were $27.2 million, an increase of $9.3 million, or 52.2%, from the three months ended March 31, 2002. Service revenues for the six months ended March 31, 2003 increased $20.0 million, or 54.1%, to $57.1 million, from the same prior year period. The increase in revenues in both the three and six months ended March 31, 2003, from the comparable prior year periods is primarily attributable to acquisitions.

BROOKS AUTOMATION, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - Continued

Foreign revenues were $47.9 million, or 51.5% of revenues, and $87.4 million, or 49.1% of revenues, in the three and six months ended March 31, 2003, respectively. Foreign revenues in the three and six months ended March 31, 2002 were $25.3 million, or 44.2% of revenues, and $59.3 million, or 51.4% of revenues, respectively. The Company’s acquisition of PRI, primarily located in the United States, has contributed to the increase in sales in the United States both as a percentage of sales and in absolute dollars, while the Company’s expanded global presence through acquisitions and expanded sales and marketing activities has enabled international sales to remain a significant portion of total revenues. The Company expects that foreign revenues will continue to account for a significant portion of total revenues. The current international component of revenues may not be indicative of future international revenues.

Gross Margin

Gross margin decreased to 26.5% for the three months ended March 31, 2003, compared to 33.0% in the same prior year period, and to 27.6% in the six months ended March 31, 2003, compared to 34.4% in the same prior year period. The decrease is primarily attributable to excess manufacturing capacity and competitive pricing pressure related to the downturn that continues to affect the semiconductor industry, coupled with charges aggregating $5.9 million, or 6.4% of revenues, and $8.0 million, or 4.5% of revenues, in the three and six months ended March 31, 2003, respectively, as well as the historically lower margin rates of several of the Company’s fiscal 2002 acquisitions. These charges were incurred as part of the Company’s continuing actions to realign its businesses during the ongoing industry downturn, and include $4.6 million and $5.5 million for inventory writedowns, $0.3 million and $0.9 million of deferred compensation costs related to stock options granted to employees of acquired companies and retention costs and $1.0 million and $1.6 million for accelerated depreciation on assets related to abandoned facilities. The Company’s underabsorption of costs due to excess manufacturing capacity continues to exert downward pressure on gross margins.

The Company’s equipment automation segment gross margin increased to 20.6% in the three months ended March 31, 2003, from 17.9% in the same prior year period. Gross margin for the equipment automation segment decreased in the six months ended March 31, 2003, to 19.9%, compared to 21.3% in the same prior year period. The decrease in the six months ended March 31, 2003 is attributable to the acquisition of lower-margin businesses in the second half of fiscal 2002 and additional inventory writedowns, while the increase in the three months ended March 31, 2003, reflects the impact of the Company’s plant consolidation and other cost reduction measures. Gross margin for the Company’s factory automation hardware segment decreased to 19.0% and 21.4% in the three and six months ended March 31, 2003, respectively, from 37.9% and 32.4% in the same prior year periods. The decrease is in part a result of lower margin hardware sales comprising a higher percentage of the segment’s business, coupled with the historically lower margin rates of the Company’s recently acquired businesses. The Company’s factory automation software segment’s gross margin for the three and six months ended March 31, 2003, decreased to 49.7% and 51.3%, respectively, compared to 52.9% and 54.3% in the same prior year periods. The change is primarily due to unfavorable product mix shifts between license and service revenues.

BROOKS AUTOMATION, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - Continued

Gross margin on product revenues was 24.2% and 26.7% for the three and six months ended March 31, 2003, respectively, a decrease from 36.1% and 36.8% in the same prior year periods. The decrease in both current year periods is primarily attributable to the effects of the continuing downturn in the semiconductor industry, causing lower absorption of manufacturing fixed costs, coupled with the charges discussed above aggregating $5.9 million, or 9.0% of product revenues, and $8.0 million, or 6.6% of product revenues, in the three and six months ended March 31, 2003, respectively. These costs were partially offset by cost savings from the consolidation of the Company’s manufacturing facilities.

Gross margin on service revenues increased to 32.2% for the three months ended March 31, 2003, compared to 26.3% for the same prior year period. Gross margin on service revenues for both of the six month periods ended March 31, 2003 and 2002, was 29.5%. The improved performance in the current fiscal year is primarily attributable to changes in the Company’s service revenue mix, coupled with the impact of the Company’s cost reduction initiatives.

Research and Development

Research and development expenses for the three months ended March 31, 2003, were $19.7 million, an increase of $4.3 million, compared to $15.4 million in the three months ended March 31, 2002. Research and development expenses for the six months ended March 31, 2003 also increased, to $39.4 million, $9.8 million higher than the $29.6 million reported in the same prior year period. The increase in research and development expenses is primarily attributable to the Company’s recent acquisitions, coupled with $0.3 million and $0.5 million of accelerated depreciation on assets related to abandoned facilities and $0.4 million and $1.1 million of deferred compensation costs related to stock options granted to employees of acquired employees in the three and six months ended March 31, 2003, respectively. However, research and development expenses as a percentage of revenues decreased in both the three and six month periods ended March 31, 2003, to 21.2% and 22.2%, respectively, compared to 27.0% and 25.7% in the same prior year periods. The decrease in spending as a percentage of total revenues is primarily attributable to the Company’s ongoing cost reduction actions. The Company plans to continue to invest in research and development to enhance existing and develop new tool and factory hardware and software automation solutions for the semiconductor, data storage and flat panel display manufacturing industries. These investments will be focused on those research and development projects that are most consistent with its business realignment currently in progress.

Selling, General and Administrative

Selling, general and administrative expenses were $23.0 million for the three months ended March 31, 2003, an increase of $3.9 million, compared to $19.1 million for the same prior year period. Selling, general and administrative expenses for the six months ended March 31, 2003 were $57.1 million, an increase of $19.1 million, from $38.0 million in the same prior year period. The increase in selling, general and administrative expenses in both the three and six month periods ended March 31, 2003, is partially attributable to the Company’s recent acquisitions, coupled with $0.1 million and $7.3 million, respectively, of accelerated depreciation associated with the Company’s restructuring plans for facilities consolidation and $0.7 million and $1.6 million, respectively, of deferred compensation costs related to stock options granted to employees of acquired companies. Despite the increase in selling, general and administrative expenses in the current fiscal year periods, these expenses decreased as a percentage of revenues in both the three and six month periods ended March 31, 2003, compared to the same prior year periods. The decrease in spending as a percentage of revenues in both current year periods is primarily attributable to the Company’s ongoing cost reduction actions, coupled with higher level revenues against which these costs were measured. The Company expects that the planned implementation of its recently announced restructuring actions will reduce selling, general and administrative expense in subsequent periods.

BROOKS AUTOMATION, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - Continued

Amortization of Acquired Intangible Assets

Amortization expense for acquired intangible assets totaled $0.9 million and $3.0 million in the three and six months ended March 31, 2003, respectively. Amortization expense for acquired intangible assets was $2.6 million and $6.2 million in the three and six months ended March 31, 2002, respectively. The reduction in amortization of acquired intangible assets is attributable to the writedown of the carrying value of these assets at September 30, 2002 as a result of the Company’s impairment of intangible assets.

Interest Income and Expense

Interest income decreased by $1.5 million, to $1.1 million, in the three months ended March 31, 2003, and by $2.6 million, to $2.8 million, in the six months then ended, compared to the same prior year periods. The decrease in both the three and six month periods is primarily a result of lower interest rates coupled with lower balances available for investment. Interest expense of $2.6 million and $5.2 million in the three and six months ended March 31, 2003, respectively, is primarily attributable to interest on the Company’s Convertible Subordinated Notes. Interest expense of $2.7 million and $5.3 million in the three and six months ended March 31, 2002, respectively, is primarily comprised of $2.3 million and $4.6 million related to the Company’s Convertible Subordinated Notes and imputed interest expense on the notes payable related to the Company’s recent acquisitions of the e-Diagnostics product line and SimCon, aggregating $0.2 million and $0.4 million.

Other (Income) Expense

In connection with the Company’s ongoing restructuring and consolidation efforts, the Company determined that its strategic manufacturing relationship with Shinsung no longer aligns with the future needs and direction of the Company. As a result, in December 2002, the Company received an offer from Shinsung, and on January 27, 2003, concluded the sale to Shinsung of the warrants for $0.5 million. As a result, the Company wrote down the carrying value of the warrants to $0.5 million as of December 31, 2002, recording an impairment charge of $11.5 million to “Other (income) expense” on the Company’s Consolidated Statement of Operations in that period.

In March 2003, the Company sold the Shinsung common shares for $7.7 million, net of transaction costs. The $3.0 million net loss on the sale of the common shares is included in “Other (income) expense” in the Company’s Consolidated Statements of Operations for both the three and six months ended March 31, 2003.

At September 30, 2002, the fair market values of the Shinsung common shares and warrants were $6.5 million and $7.0 million, respectively. The aggregate fair market value of $13.5 million at September 30, 2002, is reported in “Other assets” in the Company’s Consolidated Balance Sheet as of that date.

Income Tax Provision

The Company recorded a net income tax provision of $4.9 million in the six months ended March 31, 2003, compared to a net income tax benefit of $10.8 million in the same prior year period. The tax provision in the current year period is attributable to foreign and withholding taxes. Federal and state taxes have not been benefited in the six months ended March 31, 2003, as the Company believes it is more likely than not that future net tax benefits from accumulated net operating losses and deferred taxes will not be realized. The tax benefit in the prior year period is attributable to the loss in that period.

BROOKS AUTOMATION, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - Continued

LIQUIDITY AND CAPITAL RESOURCES

The Company has recorded significant losses from operations and has an accumulated deficit of $865.2 million at March 31, 2003. Revenues have increased from the prior year period primarily as a result of acquisitions completed since that period. Net cash outflows from operations have increased significantly as a result of these acquisitions, primarily for acquired fixed costs, and the current downturn within the semiconductor sector and related industries. Consequently, the Company has undertaken several restructuring programs during the period from October 1, 2001 through March 31, 2003, to align its cost structures and its revenues. The cyclical nature of the industry, the extended period of the current downturn and the current uncertainty as to the timing and speed of recovery mean that estimates of future revenues, results of revenues, results of operations and net cash flows are inherently difficult.

At March 31, 2003, the Company had cash, cash equivalents and marketable securities aggregating $212.9 million. This amount was comprised of $130.9 million of cash and cash equivalents, $13.1 million of investments in short-term marketable securities and $68.9 million of investments in long-term marketable securities.

At September 30, 2002, the Company had cash, cash equivalents and marketable securities aggregating $245.7 million. This amount was comprised of $125.3 million of cash and cash equivalents, $25.3 million of investments in short-term marketable securities and $95.1 million of investments in long-term marketable securities.

Cash and cash equivalents were $130.9 million at March 31, 2003, an increase of $5.6 million from September 30, 2002. This increase in cash and cash equivalents is primarily due to cash provided by investing and financing activities of $38.9 million and $2.0 million, respectively, partially offset by $36.0 million of cash used in operations.

Cash used in operations was $36.0 million for the six months ended March 31, 2003, and is primarily attributable to the Company’s net loss of $99.8 million, which includes acquisition-related and restructuring expense of $25.8 million, non-cash impairments of assets aggregating $17.6 million and depreciation and amortization of $21.6 million. The Company used $12.7 million and $21.0 million for accounts payable and restructuring payments, respectively. These amounts were partially offset by $16.3 million of cash provided by the reduction of the Company’s accounts receivable.

Cash provided by investing activities was $38.9 million for the six months ended March 31, 2003, and is principally comprised of proceeds from the net sales and maturities of marketable securities aggregating $58.0 million, cash received for the sale of the Shinsung common shares and warrants totaling $8.2 million and cash received in settlement of the final purchase prices of Hermos and Zygo aggregating $0.9 million. These proceeds were used to fund operating losses. These amounts were partially offset by cash consideration and transaction costs totaling $0.7 million related to the acquisition of Microtool and $8.1 million of capital additions.

Cash provided by financing activities for the six months ended March 31, 2003, was comprised of $1.9 million of cash from the sale of common stock through the Company’s employee stock purchase program, $0.2 million of long-term debt issued in relation to the Company’s acquisition of software products and $8,000 from the exercise of options to purchase the Company’s common stock, partially offset by $26,000 for the payment of long-term debt.

BROOKS AUTOMATION, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - Continued

In connection with the acquisition of the e-Diagnostics product business in June 2001, the Company could be required to make additional cash payments under certain conditions. Additional cash payments aggregating a maximum of $8.0 million over the next two years could be required for payment of consideration contingent upon meeting certain performance objectives, if the Company elected to settle any or all potential contingent payments in cash.

On May 23, 2001, the Company completed the private placement of $175.0 million aggregate principal amount of 4.75% Convertible Subordinated Notes due in 2008. Interest on the notes is paid on June 1 and December 1, of each year. The Company made its first interest payment on December 1, 2001. The notes will mature on June 1, 2008. The Company may redeem the notes at stated premiums on or after June 6, 2004, or earlier if the price of the Company’s common stock reaches certain prices. Holders of the notes do not have the unconditional right to require the Company to repurchase the notes. However, they may require the Company to repurchase the notes upon a change in control of the Company in certain specific circumstances. The notes are convertible at any time prior to maturity, at the option of the holders, into shares of the Company’s common stock, at a conversion price of $70.23 per share, subject to certain adjustments. The notes are subordinated to the Company’s senior indebtedness and structurally subordinated to all indebtedness and other liabilities of the Company’s subsidiaries.

The Company had a $10.0 million uncommitted demand promissory note facility with ABN AMRO Bank N.V. (“ABN AMRO”), which expired on May 31, 2002. Accordingly, ABN AMRO will not extend loans or issue additional letters of credit. At March 31, 2003, the Company had $1.1 million remaining in outstanding letters of credit under this facility.

While the Company has no significant capital commitments, the Company anticipates that it will continue to make capital expenditures to support its business. The Company may also use its resources to acquire companies, technologies or products that complement the business of the Company.

The Company’s contractual obligations consist of the following (in thousands):

					Less than		One to three		Four to five
			Total		one year		years		years		Thereafter
Contractual obligations
	Operating leases – continuing		$	22,080	$	4,443	$	6,922	$	4,581	$	6,134
	Operating leases – exited facilities			36,271		7,758		10,970		7,566		9,977
	Debt			175,307		221		78		8		175,000
	Interest on convertible subordinated notes			45,719		8,313		16,625		16,625		4,156
		Total contractual obligations	$	279,377	$	20,735	$	34,595	$	28,780	$	195,267

The table does not include an accrual of $9.9 million related to the projected retirement benefit to be paid to the Company’s chief executive officer under his current employment agreement. The projected amount payable is due immediately upon his retirement; however, his retirement date is not determinable at this time. His current employment agreement will expire on October 1, 2005.

BROOKS AUTOMATION, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - Continued

The Company believes that its existing resources will be adequate to fund the Company’s currently planned working capital and capital expenditure requirements for at least the next twelve months. However, the Company used $36.0 million to fund its operations in the six months ended March 31, 2003, and $55.7 million to fund its operations in fiscal 2002, and the cyclical nature of the semiconductor industry makes it very difficult for the Company to predict future liquidity requirements with certainty. Accordingly, over the longer term it is important that the restructuring programs described above succeed in aligning costs with revenues. In addition, the Company may experience unforeseen capital needs in connection with its recently completed acquisitions. If the Company is unable to generate sufficient cash flows from operations, the Company may need to raise additional funds to develop new or enhanced products, respond to competitive pressures or make acquisitions. The Company may be unable to obtain any required additional financing on terms favorable to it, if at all. If adequate funds are not available on acceptable terms, the Company may be unable to fund its expansion, successfully develop or enhance products, respond to competitive pressure or take advantage of acquisition opportunities, any of which could have a material adverse effect on the Company’s business.

RECENT ACCOUNTING PRONOUNCEMENTS

In November 2002, the FASB Emerging Issues Task Force released Issue No. 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables” (“EITF 00-21”). EITF 00-21 addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities. EITF 00-21 establishes three principles: (a) revenue arrangements with multiple deliverables should be divided into separate units of accounting; (b) arrangement consideration should be allocated among the separate units of accounting based on their relative fair values; and (c) revenue recognition criteria should be considered separately for separate units of accounting. EITF 00-21 is effective for all arrangements entered into in fiscal periods beginning after June 15, 2003, with early adoption permitted. The Company is currently reviewing the impact of EITF 00-21.

On December 31, 2002, the FASB issued Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure – an Amendment of FAS 123” (“FAS 148”). FAS 148 provides additional transition guidance for those entities that elect to voluntarily adopt the accounting provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“FAS 123”). The standard is intended to encourage the adoption of the provisions of FAS 123 relating to the fair value-based method of accounting for employee stock options. The Company currently applies the disclosure-only provisions of FAS 123. Under the provisions of FAS 148, companies that choose to adopt the accounting provisions of FAS 123 will be permitted to select from three transition methods: the prospective method, the modified prospective method and the retroactive restatement method. The prospective method, however, may not be applied for adoptions of the accounting provisions of FAS 123 for periods beginning after December 15, 2003. FAS 148 requires certain new disclosures that are incremental to those required by FAS 123, which must also be made in interim financial statements. The transition and annual disclosure provisions of FAS 148 are effective for fiscal years ending after December 31, 2002. The new interim disclosure provisions are effective for the first interim period beginning after December 15, 2002. The Company has adopted these provisions of FAS 148 in this Form 10-Q.

BROOKS AUTOMATION, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - Continued

On January 17, 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB 51” (“FIN 46”). The primary objectives of FIN 46 are to provide guidance on the identification of entities for which control is achieved through means other than through voting rights (“variable interest entities” or “VIEs”) and how to determine when and which business enterprise should consolidate the VIE. This new model for consolidation applies to an entity which either: (a) the equity investors (if any) do not have a controlling financial interest; or (b) the equity investment at risk is insufficient to finance that entity’s activities without receiving additional subordinated financial support from other parties. In addition, FIN 46 requires that both the primary beneficiary and all other enterprises with a significant variable interest in a VIE make additional disclosures. The adoption of FIN 46 has not had any significant impact on the Company’s results of operations or financial position.

FACTORS THAT MAY AFFECT FUTURE RESULTS

You should carefully consider the risks described below and set forth in greater detail in our Report on Form 10-K filed with the Securities and Exchange Commission on December 30, 2002, which is incorporated by reference in the following discussion. These are risks and uncertainties we believe are most important for you to consider. Additional risks and uncertainties not presently known to us, or which we currently deem immaterial, or which are similar to those faced by other companies in our industry or business in general, may also impair our business operations. If any of the following risks or uncertainties actually occurs, our business, financial condition and operating results would likely suffer. In that event, the market price of our common stock could decline.

Risk Factors Relating to Our Industry

• The cyclical demand of semiconductor manufacturers affects our operating results and the ongoing downturn in the industry could seriously harm our operating results

• Industry consolidation and outsourcing of the manufacture of semiconductors to foundries could reduce the number of available customers

• Our future operations could be harmed if the commercial adoption of 300mm wafer technology continues to progress slowly or is halted

Risk Factors Relating to Our Operations

• Our business could be harmed if we fail to adequately integrate the operations of the business that we acquired

• Our sales volume substantially depends on the sales volume of our original equipment manufacturer customers and on investment in major capital expansion programs by end-user semiconductor manufacturing companies

• Demand for our products fluctuates rapidly and unpredictably, which makes it difficult to manage our business efficiently and can reduce our gross margins and profitability

• We rely on a relatively limited number of customers for a large portion of our revenues and business

• Delays in or cancellation of shipments or customer acceptance of a few of our large orders could substantially decrease our revenues or reduce our stock price

BROOKS AUTOMATION, INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS - Continued

• We do not have long-term contracts with our customers and our customers may cease purchasing our products at any time

• Our systems integration services business has grown significantly recently and poor execution of those services could adversely impact our operating results

• Our lengthy sales cycle requires us to incur significant expenses with no assurance that we will generate revenue

• Our operating results would be harmed if one of our key suppliers fails to deliver components for our products

• The possibility of war or other hostilities affects demand for our products and could affect other aspects of our business

• The spread of SARS, especially in Asian nations, could affect demand for our products and other aspects of our business

• As a result of our acquisition of PRI, we are becoming increasingly dependent on subcontractors and one or a few suppliers for some components and manufacturing processes

• We may experience delays and technical difficulties in new product introductions and manufacturing, which can adversely affect our revenues, gross margins and net income

• We may have difficulty managing operations

• We may be unable to retain necessary personnel because of intense competition for highly skilled personnel

• Our international business operations expose us to a number of difficulties in coordinating our activities abroad and in dealing with multiple regulatory environments

• We must continually improve our technology to remain competitive

• We face significant competition which could result in decreased demand for our products or services

• Much of our success and value lies in our ownership and use of intellectual property, and our failure to protect that property could adversely affect our future operations

• Our operations could infringe on the intellectual property rights of others

• Our business may be harmed by infringement claims of general signal or applied materials

• Our business may be harmed by infringement claims of Asyst Technologies, Inc.

• Our software products may contain errors or defects that could result in lost revenue, delayed or limited market acceptance or product liability claims with substantial litigation costs

Risk Factor Relating to Our Common Stock

• Our operating results fluctuate significantly, which could negatively impact our business and our stock price

• Our stock price is volatile

• Provisions of our Certificate of Incorporation, Bylaws, Contracts and 4.75% Convertible Subordinated Notes due 2008 may discourage takeover offers and may limit the price investors would be willing to pay for our common stock

BROOKS AUTOMATION, INC.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

INTEREST RATE EXPOSURE

Based on Brooks’ overall interest exposure at March 31, 2003, including all interest rate-sensitive instruments, a near-term change in interest rates within a 95% confidence level based on historical interest rate movements would not materially affect the consolidated results of operations or financial position.

CURRENCY RATE EXPOSURE

Traditionally, Brooks’ foreign revenues have been generally denominated in United States dollars. Accordingly, foreign currency fluctuations have not had a significant impact on the comparison of the results of operations for the periods presented. The costs and expenses of Brooks’ international subsidiaries are generally denominated in currencies other than the United States dollar. However, since the functional currency of Brooks’ international subsidiaries is the local currency, foreign currency translation adjustments do not impact operating results, but instead are reflected as a component of stockholders’ equity under the caption “Accumulated other comprehensive income (loss)”. To the extent Brooks expands its international operations or changes its pricing practices to denominate prices in foreign currencies, Brooks will be exposed to increased risk of currency fluctuation.

BROOKS AUTOMATION, INC.

Item 4. CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures. Within the 90 day period preceding the filing of this Report, and pursuant to Rules 13a-14(c) and 15(d)-14(c) under the Securities Exchange Act of 1934, the Company’s chief executive officer (“CEO”) and chief financial officer (“CFO”) have concluded, subject to the limitations inherent in such controls noted below, that the Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time specified in the SEC’s rules and forms and are operating in an effective manner.

(b)  Limitations Inherent In All Controls. The Company’s management, including the CEO and CFO, recognizes that our disclosure controls and our internal controls (discussed below) cannot prevent all error or all attempts at fraud. Any controls system, no matter how well crafted and operated, can only provide reasonable, and not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints that affect the operation of any such system and that the benefits of controls must be considered relative to their costs. Because of the inherent limitations in any control system, no evaluation or implementation of a control system can provide complete assurance that all control issues and all possible instances of fraud have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

(c)  Change in Internal Controls. The Company is presently engaged in a broad review of its internal control procedures in anticipation of the need for the Company’s independent auditors to certify as to the adequacy of those controls in connection with the filing of the Company’s Report on Form 10-K to be filed for the current fiscal year.

BROOKS AUTOMATION, INC.

PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders of the Company was held on February 26, 2003, at which the stockholders voted on whether to (i) elect directors to the Company’s board of directors for terms of office expiring at the 2004 Annual Meeting of Stockholders; (ii) approve a stock option exchange program; (iii) approve an amendment to the Company’s 1993 Nonemployee Director Stock Option Plan to extend the duration of the plan; and (iv) approve an amendment to the Company’s Certificate of Incorporation to change the name of the Company back to “Brooks Automation, Inc.” The Company’s stockholders voted on these matters as follows:

(i) to adopt the proposal to elect the following directors:

     Robert J. Therrien, with 31,475,172 shares voting for and 1,711,243 shares withheld;

     Roger D. Emerick with 31,149,592 shares voting for and 2,036,823 shares withheld;

     Amin J. Khoury with 31,132,284 shares voting for and 2,054,131 shares withheld;

     Juergen Giessmann with 31,481,651 shares voting for and 1,704,764 shares withheld;

     Joseph R. Martin with 31,137,512 shares voting for and 2,048,903 shares withheld;

     Kenneth M. Thompson with 31,477,261 shares voting for and 1,709,154 shares withheld; and

     in each case, there were no shares abstaining and no broker non-voting shares cast;

(ii)	to adopt the proposal to approve a stock option exchange program with 26,903,310 shares voting for, 5,765,606 shares voting against and 517,499 shares abstaining;
(iii)	against adoption of the proposal to amend the Company’s 1993 Nonemployee Director Stock Option Plan with 15,532,304 shares voting for, 17,278,747 shares voting against and 375,364 shares abstaining; and
(iv)	to adopt the proposal to amend the Company’s Certificate of Incorporation with 32,457,208 shares voting for, 703,461 shares voting against and 25,746 shares abstaining.

Item 6. Exhibits and Reports on Form 8-K

(a) The following exhibits are included herein:

Exhibit No.	Description
3.01	Certificate of Incorporation, as amended, of the Company
3.02	Bylaws of the Company, as amended
10.01	Employment Agreement by and between Brooks Automation, Inc. and Robert W. Woodbury, Jr., as of February 26, 2003
99.01	Certification of Chief Executive Officer and Chief Financial Officer

(b) The following report on Form 8-K was filed during the quarterly period ended March 31, 2003:

(1) Current Report on Form 8-K, filed on January 24, 2003, relating to the Company’s acquisition of PRI Automation, Inc. The following unaudited pro forma financial information giving effect to the acquisition of PRI Automation, Inc. as if the transaction had occurred on October 1, 2001 for purposes of the statement of operations was filed with the Form 8-K:

– Unaudited Pro Forma Combined Condensed Statement of Operations for the year ended September 30, 2002

– Notes to Unaudited Pro Forma Combined Condensed Statement of Operations

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BROOKS AUTOMATION, INC.
DATE: May 12, 2003	/s/ Robert J. Therrien
	Robert J. Therrien
	Director and Chief Executive Officer
	(Principal Executive Officer)
DATE: May 12, 2003	/s/ Robert W. Woodbury, Jr.
	Robert W. Woodbury, Jr.
	Senior Vice President and
	Chief Financial Officer

CERTIFICATIONS

I, Robert J. Therrien, do certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Brooks Automation, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a.	Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing of this quarterly report (the “Evaluation Date”); and
c.	Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a.	All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ Robert J. Therrien

Robert J. Therrien
Director and Chief Executive Officer

Date: May 12, 2003

I, Robert W. Woodbury, Jr., do certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Brooks Automation, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a.	Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing of this quarterly report (the “Evaluation Date”); and
c.	Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a.	All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ Robert W. Woodbury, Jr.

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

Date: May 12, 2003

EXHIBIT INDEX

Exhibit No.	Description
3.01	Certificate of Incorporation, as amended, of the Company
3.02	Bylaws of the Company, as amended
10.01	Employment Agreement by and between Brooks Automation, Inc. and Robert W. Woodbury, Jr., as of February 26, 2003
99.01	Certification of Chief Executive Officer and Chief Financial Officer

EX-3.01 3 b46506baexv3w01.txt EX-3.01 CERTIFICATE OF INCORPORATION, AS AMENDED EXHIBIT 3.01 STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 10:30 AM 02/27/2003 030128713 - 2448446 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF BROOKS-PRI AUTOMATION, INC. ***** Brooks-PRI Automation, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), pursuant to Section 242 of the provisions of the General Corporation Law of the State of Delaware, hereby certifies as follows: FIRST: That at a meeting of the Board of Directors of the Corporation resolutions were duly adopted setting forth a proposed amendment to die Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and calling a meeting of the Stockholders of the Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows: "FURTHER VOTED: That it is in the best interests of the Company that its name be changed back to Brooks Automation, Inc., and that in order to accomplish that objective, the Board of Directors recommend to stockholders an amendment to the certificate of incorporation whereby Article First be deleted in its entirety and replaced by a new Article FIRST to read as follows: 'FIRST: The name of the corporation (hereinafter called the "Corporation") is Brooks Automation, Inc.'" SECOND: That thereafter, pursuant to a resolution of the Corporation's Board of Directors, an annual meeting of the Stockholders of the Corporation was duly called and held upon notice duly provided in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute was voted in favor of the amendment. THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. IN WITNESS WHEREOF, said Brooks-PRI Automation, Inc. has caused this certificate to be signed by David H. Murphree, an Assistant Secretary, this 26th day of February, 2003. BROOKS-PRI AUTOMATION, INC. By: /s/ David H. Murphree ------------------------------ David H. Murphree Assistant Secretary EX-3.02 4 b46506baexv3w02.txt EX-3.02 BYLAWS OF THE COMPANY, AS AMENDED EXHIBIT 3.02 BYLAWS OF BROOKS AUTOMATION, INC. (f/k/a BROOKS-PRI AUTOMATION, INC.) (f/k/a BROOKS AUTOMATION, INC.) A DELAWARE CORPORATION ADOPTED: NOVEMBER 14,1994 AMENDED: MAY 20, 2002 SECRETARY: /s/ LAWRENCE M. LEVY --------------------- LAWRENCE M. LEVY BY-LAWS TABLE OF CONTENTS

ARTICLE I Stockholders........................................................... 1 Section 1.1 Annual Meeting......................................................... 1 Section 1.2 Special Meetings....................................................... 1 Section 1.3 Notice of Meeting...................................................... 1 Section 1.4 Quorum................................................................. 2 Section 1.5 Voting and Proxies..................................................... 2 Section 1.6 Action at Meeting...................................................... 2 Section 1.7 Action Without Meeting................................................. 2 Section 1.8 Voting of Shares of Certain Holders.................................... 2 Section 1.9 Stockholder Lists...................................................... 3 ARTICLE II Board of Directors..................................................... 3 Section 2.1 Powers................................................................. 3 Section 2.2 Number of Directors; Qualifications.................................... 3 Section 2.3 Nomination of Directors................................................ 4 Section 2.4 Election of Directors.................................................. 4 Section 2.5 Vacancies.............................................................. 4 Section 2.6 Change in Size of the Board............................................ 4 Section 2.7 Tenure and Resignation................................................. 4 Section 2.8 Removal................................................................ 5 Section 2.9 Meetings............................................................... 5 Section 2.10 Notice of Meeting...................................................... 5 Section 2.11 Agenda................................................................. 5 Section 2.12 Quorum................................................................. 5 Section 2.13 Action at Meeting...................................................... 6 Section 2.14 Action Without Meeting................................................. 6 Section 2.15 Committees............................................................. 6 ARTICLE III Officers............................................................... 6 Section 3.1 Enumeration............................................................ 6 Section 3.2 Election............................................................... 6 Section 3.3 Qualification.......................................................... 6 Section 3.4 Tenure................................................................. 7 Section 3.5 Removal................................................................ 7 Section 3.6 Resignation............................................................ 7 Section 3.7 Vacancies.............................................................. 7 Section 3.8 Chairman of the Board.................................................. 7 Section 3.9 President.............................................................. 7 Section 3.10 Vice-President(s)...................................................... 7 Section 3.11 Chief Financial Officer, Treasurer and Assistant Treasurers............ 7 Section 3.12 Secretary and Assistant Secretaries.................................... 8 Section 3.13 Other Powers and Duties................................................ 8

i

ARTICLE IV Capital Stock.......................................................... 8 Section 4.1 Stock Certificates..................................................... 8 Section 4.2 Transfer of Shares..................................................... 9 Section 4.3 Record Holders......................................................... 9 Section 4.4 Record Date............................................................ 9 Section 4.5 Transfer Agent and Registrar for Shares of stock of the Corporation.... 10 Section 4.6 Loss of Certificates................................................... 10 Section 4.7 Restrictions on Transfer............................................... 10 Section 4.8 Multiple Classes of Stock.............................................. 10 ARTICLE V Dividends.............................................................. 11 Section 5.1 Declaration of Dividends............................................... 11 Section 5.2 Reserves............................................................... 11 ARTICLE VI Powers of Officers to Contract With the Corporation.................... 11 ARTICLE VII Indemnification........................................................ 12 Section 7.1 Definitions............................................................ 12 Section 7.2 Right to Indemnification in General.................................... 13 Section 7.3 Proceedings Other Than Proceedings by or in the Right of the Corporation............................................................ 14 Section 7.4 Proceedings by or in the Right of the Corporation...................... 14 Section 7.5 Indemnification of a Party Who is Wholly or Partly Successful.......... 14 Section 7.6 Indemnification for Expenses of a Witness.............................. 15 Section 7.7 Advancement of Expenses................................................ 15 Section 7.8 Notification and Defense of Claim...................................... 15 Section 7.9 Procedures............................................................. 16 Section 7.10 Action by the Corporation.............................................. 17 Section 7.11 Non-Exclusivity........................................................ 17 Section 7.12 Insurance.............................................................. 17 Section 7.13 No Duplicative Payment................................................. 18 Section 7.14 Expenses of Adjudication............................................... 18 Section 7.15 Severability........................................................... 18 ARTICLE VIII Miscellaneous Provisions............................................... 18 Section 8.1 Certificate of Incorporation........................................... 18 Section 8.2 Fiscal Year............................................................ 18 Section 8.3 Corporate Seal......................................................... 18 Section 8.4 Execution of Instruments............................................... 19 Section 8.5 Voting of Securities................................................... 19 Section 8.6 Evidence of Authority.................................................. 19 Section 8.7 Corporate Records...................................................... 19 Section 8.8 Charitable Contributions............................................... 19 ARTICLE IX Amendments............................................................. 19 Section 9.1 Amendment by Stockholders.............................................. 19 Section 9.2 Amendment by Board of Directors........................................ 20

ii BYLAWS OF BROOKS-PRI AUTOMATION, INC. (A Delaware Corporation) ARTICLE I. STOCKHOLDERS Section 1.1. Annual Meeting. The annual meeting of the stockholders of the corporation shall be held on such date as shall be fixed by the Board of Directors, at such time and place within or without the State of Delaware as may be designated in the notice of meeting. If the day fixed for the annual meeting shall fall on a legal holiday, the meeting shall be held on the next succeeding day not a legal holiday. If the annual meeting is omitted on the day herein provided, a special meeting may be held in place thereof, and any business transacted at such special meeting in lieu of annual meeting shall have the same effect as if transacted or held at the annual meeting. Section 1.2. Special Meetings. Special meetings of the stockholders may be called at any time by the president or by the board of directors. Special meetings of the stockholders shall be held at such time, date and place within or outside of the State of Delaware as may be designated in the notice of such meeting. Section 1.3. Notice of Meeting. A written notice stating the place, date and hour of each meeting of the stockholders, and, in the case of a special meeting, the purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting, and to each stockholder who, under the Certificate of Incorporation or these Bylaws, is entitled to such notice, by delivering such notice to such person or leaving it at their residence or usual place of business, or by mailing it, postage prepaid, and addressed to such stockholder at his address as it appears upon the books of the corporation, at least ten (10) days and not more than sixty (60) before the meeting. Such notice shall be given by the secretary, an assistant secretary, or any other officer or person designated either by the secretary or by the person or persons calling the meeting. The requirement of notice to any stockholder may be waived (i) by a written waiver of notice, executed before or after the meeting by the stockholder or his attorney thereunto duly authorized, and filed with the records of the meeting, (ii) if communication with such stockholder is unlawful, (iii) by attendance at the meeting without protesting prior thereto or at its commencement the lack of notice, or (iv) as otherwise excepted by law. A waiver of notice of any regular or special meeting of the stockholders need not specify the purposes of the meeting. If a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, are announced at the meeting at which the adjournment is taken, except that if the adjournment is for more than thirty days, or if 1 after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. Section 1.4. Quorum. The holders of a majority in interest of all stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. Section 1.5. Voting and Proxies. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the books of the corporation, unless otherwise provided by law or by the Certificate of Incorporation. Stockholders may vote either in person or by written proxy, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Proxies shall be filed with the secretary of the meeting, or of any adjournment thereof. Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of the proxy the corporation receives a specific written notice to the contrary from any one of them. Section 1.6. Action at Meeting. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office, and a majority of the votes properly cast upon any question other than election to an office shall decide such question, except where a larger vote is required by law, the Certificate of Incorporation or these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election. Section 1.7. Action Without Meeting. All action required or permitted to be taken by the stockholders must be taken at a meeting duly called and held in accordance with law and in accordance with the Certificate of Incorporation and these Bylaws. The stockholders cannot act by written consent. Section 1.8. Voting of Shares of Certain Holders. Shares of stock of the corporation standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Shares of stock of the corporation standing in the name of a deceased person, a minor ward or an incompetent person, may be voted by his administrator, executor, court-appointed guardian or conservator without a transfer of such shares into the name of such administrator, executor, court appointed guardian or conservator. Shares of capital stock 2 of the corporation standing in the name of a trustee or fiduciary may be voted by such trustee or fiduciary. Shares of stock of the corporation standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed. A stockholder whose shares are pledged shall be entitled to vote such shares unless in the transfer by the pledgor on the books of the corporation he expressly empowered the pledgee to vote thereon, in which case only the pledgee or its proxy shall be entitled to vote the shares so transferred. Shares of its own stock belonging to this corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time, but shares of its own stock held by the corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares. Section 1.9. Stockholder Lists. The secretary (or the corporation's transfer agent or other person authorized by these Bylaws or by law) shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. ARTICLE II. BOARD OF DIRECTORS Section 2.1. Powers. Except as reserved to the stockholders by law, by the Certificate of Incorporation or by these Bylaws, the business of the corporation shall be managed under the direction of the board of directors, which shall have and may exercise all of the powers of the corporation. In particular, and without limiting the foregoing, the board of directors shall have the power to issue or reserve for issuance from time to time the whole or any part of the capital stock of the corporation which may be authorized from time to time to such person, for such consideration and upon such terms and conditions as it shall determine, including the granting of options, warrants or conversion or other rights to stock. Section 2.2. Number of Directors: Qualifications. Except as provided in Section 2.6 hereof, the board of directors shall consist of such number of directors as 3 shall be fixed initially by the incorporator(s) and thereafter by the board of directors before each annual or special meeting of the stockholders. No director need be a stockholder. Section 2.3. Nomination of Directors. Nominations for the election of directors at an annual meeting of the stockholders, or special meeting in lieu of the annual meeting, may be made by the board of directors or a committee appointed by the board of directors or by any stockholder entitled to vote in the election of directors at the meeting. Stockholders entitled to vote in such election may nominate one or more persons for election as directors only if written notice of such stockholder's intent to make such nomination or nominations has been given either by personal delivery, overnight (receipted) courier or by United States mail, postage prepaid, to the secretary of the corporation not later than ninety days prior to the anniversary date of the immediately preceding annual meeting or special meeting in lieu thereof. Such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the persons or person to be nominated; (b) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (d) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission; and (e) the consent of each nominee to serve as a director of the corporation if so elected. The presiding officer of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. Section 2.4. Election of Directors. The initial board of directors shall be designated in the certificate of incorporation, or if not so designated, elected by the incorporator(s) at the first meeting thereof. Thereafter, directors shall be elected by the stockholders at their annual meeting or at any special meeting the notice of which specifies the election of directors as an item of business for such meeting. Section 2.5. Vacancies. In the case of any vacancy in the board of directors from death, resignation, disqualification or other cause, including a vacancy resulting from enlargement of the board, the election of a director to fill such vacancy shall be by vote of a majority of the directors then in office, whether or not constituting a quorum. The director thus elected shall hold office until the election of his successor. Section 2.6. Change in Size of the Board. The number of the board of directors may be changed by vote of a majority of the directors then in office or by the stockholders by vote of eighty percent (80%) of the shares of voting stock outstanding. Section 2.7. Tenure and Resignation. Except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws, directors shall hold office until the next annual meeting of stockholders and thereafter until their successors are chosen and 4 qualified. Any director may resign by delivering or mailing postage prepaid a written resignation to the corporation at its principal office or to the chairman of the board, if any, president, secretary or assistant secretary, if any. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Section 2.8. Removal. A director may be removed from office only for cause (a) by vote of the holders of eighty percent (80%) of the voting stock outstanding or (b) by vote of a majority of the directors then in office, and only after reasonable notice and opportunity to be heard before the body proposing to remove him. Section 2.9. Meetings. Regular meetings of the board of directors may be held without call or notice at such times and such places within or without the State of Delaware as the Board may, from time to time, determine, provided that notice of the first regular meeting following any such determination shall be given to directors absent from such determination. A regular meeting of the board of directors shall be held without notice immediately after, and at the same place as, the annual meeting of the stockholders or the special meeting of the stockholders held in place of such annual meeting, unless a quorum of the directors is not then present. Special meetings of the board of directors may be held at any time and at any place designated in the call of the meeting when called by the chairman of the board, the president, or a majority of the directors. Members of the board of directors or any committee elected thereby may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at the meeting. Section 2.10. Notice of Meeting. It shall be sufficient notice to a director to send notice by mail at least seventy-two (72) hours before the meeting addressed to such person at his usual or last known business or residence address or to give notice to such person in person or by telephone at least twenty-four (24) hours before the meeting. Notice shall be given by the secretary, or in his absence or unavailability, may be given by an assistant secretary, if any, or by the officer or directors calling the meeting. The requirement of notice to any director may be waived by a written waiver of notice, executed by such person before or after the meeting or meetings, and filed with the records of the meeting, or by attendance at the meeting without protesting prior thereto or at its commencement the lack of notice. A notice or waiver of notice of a directors' meeting need not specify the purposes of the meeting. Section 2.11. Agenda. Any lawful business may be transacted at a meeting of the board of directors, notwithstanding the fact that the nature of the business may not have been specified in the notice or waiver of notice of the meeting. Section 2.12. Quorum. At any meeting of the board of directors, a majority of the directors then in office shall constitute a quorum for the transaction of business. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice. 5 Section 2.13. Action at Meeting. Any motion adopted by vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, except where a different vote is required by law, by the Certificate of Incorporation or by these Bylaws. The assent in writing of any director to any vote or action of the directors taken at any meeting, whether or not a quorum was present and whether or not the director had or waived notice of the meeting, shall have the same effect as if the director so assenting was present at such meeting and voted in favor of such vote or action. Section 2.14. Action Without Meeting. Any action by the directors may be taken without a meeting if all of the directors consent to the action in writing and the consents are filed with the records of the directors' meetings. Such consent shall be treated for all purposes as a vote of the directors at a meeting. Section 2.15. Committees. The board of directors may, by the affirmative vote of a majority of the directors then in office, appoint an executive committee or other committees consisting of one or more directors and may by vote delegate to any such committee some or all of their powers except those which by law, the Certificate of Incorporation or these Bylaws they may not delegate, hi the absence or disqualification of a member of a committee, the members of the committee present and not disqualified, whether or not they constitute a quorum, may by unanimous vote appoint another member of the board of directors to act at the meeting in place of the absence or disqualified member. Unless the board of directors shall otherwise provide, any such committee may make rules for the conduct of its business, but unless otherwise provided by the board of directors or such rules, its meetings shall be called, notice given or waived, its business conducted or its action taken as nearly as may be in the same manner as is provided in these Bylaws with respect to meetings or for the conduct of business or the taking of actions by the board of directors. The board of directors shall have power at any time to fill vacancies in, change the membership of, or discharge any such committee at any time. The board of directors shall have power to rescind any action of any committee, but no such rescission shall have retroactive effect. ARTICLE III. OFFICERS Section 3.2. Election. The president, treasurer and secretary shall be elected annually by the directors at their first meeting following the annual meeting of the stockholders or any special meeting held in lieu of the annual meeting. Other officers may be chosen by the directors at such meeting or at any other meeting. Section 3.3. Qualification. An officer may, but need not, be a director or stockholder. Any two or more offices may be held by the same person. Any officer may 6 be required by the directors to give bond for the faithful performance of his duties to the corporation in such amount and with such sureties as the directors may determine. The premiums for such bonds may be paid by the corporation. Section 3.4. Tenure. Except as otherwise provided by the Certificate of Incorporation or these Bylaws, the term of office of each officer shall be for one year or until his successor is elected and qualified or until his earlier resignation or removal. Section 3.5. Removal. Any officer may be removed from office, with or without cause, by the affirmative vote of a majority of the directors then in office; provided, however, that an officer may be removed for cause only after reasonable notice and opportunity to be heard by the board of directors prior to action thereon. Section 3.6. Resignation. Any officer may resign by delivering or mailing postage prepaid a written resignation to the corporation at its principal office or to the president, secretary, or assistant secretary, if any, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some event. Section 3.7. Vacancies. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the board of directors. Section 3.8. Chairman of the Board. The board of directors may appoint a chairman of the board and may designate the chairman of the board as chief executive officer. If the board of directors appoints a chairman of the board, he shall perform such duties and possess such powers as are assigned to him by the board of directors. Section 3.9. President. The president shall be the chief executive officer of the corporation, unless a chairman of the board is so designated. Unless a chairman of the board is so designated or except as otherwise voted by the board of directors, the president shall preside at all meetings of the stockholders and of the board of directors at which present. The president shall have such duties and powers as are commonly incident to the office and such duties and powers as the board of directors shall from time to time designate. Section 3.10. Vice-President(s). The vice-president(s), if any, shall have such powers and perform such duties as the board of directors may from time to time determine. Section 3.11. Chief Financial Officer, Treasurer and Assistant Treasurers. The treasurer or if the board of directors so determines, the vice-president, finance or the chief financial officer, subject to the direction and under the supervision and control of the board of directors, shall have general charge of the financial affairs of the corporation. The treasurer shall have custody of all funds, securities and valuable papers of the corporation, except as the board of directors may otherwise provide. The treasurer shall keep or cause to be kept full and accurate records of account which shall be the property of the corporation, and which shall be always open to the inspection of each elected officer and director of the corporation. The treasurer shall deposit or cause to be 7 deposited all funds of the corporation in such depository or depositories as may be authorized by the board of directors. The treasurer shall have the power to endorse for deposit or collection all notes, checks, drafts, and other negotiable instruments payable to the corporation. The treasurer shall perform such other duties as are incidental to the office, and such other duties as may be assigned by the board of directors. All of the duties of the treasurer may be performed by the vice-president, finance and/or the chief financial officer, in the discretion of the board of directors. Assistant treasurers, if any, shall have such powers and perform such duties as the board of directors may from time to time determine. Section 3.12. Secretary and Assistant Secretaries. The secretary or an assistant secretary shall record, or cause to be recorded, all proceedings of the meetings of the stockholders and directors (including committees thereof) in the book of records of this corporation. The record books shall be open at reasonable times to the inspection of any stockholder, director, or officer. The secretary or an assistant secretary shall notify the stockholders and directors, when required by law or by these Bylaws, of their respective meetings, and shall perform such other duties as the directors and stockholders may from time to time prescribe. The secretary or an assistant secretary shall have the custody and charge of the corporate seal, and shall affix the seal of the corporation to all instruments requiring such seal, and shall certify under the corporate seal the proceedings of the directors and of the stockholders, when required. In the absence of the secretary or an assistant secretary at any such meeting, a temporary secretary shall be chosen who shall record the proceedings of the meeting in the aforesaid books. Assistant secretaries, if any, shall have such powers and perform such duties as the board of directors may from time to time designate. Section 3.13. Other Powers and Duties. Subject to these Bylaws and to such limitations as the board of directors may from time to time prescribe, the officers of the corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the board of directors. ARTICLE IV. CAPITAL STOCK Section 4.1. Stock Certificates. Each stockholder shall be entitled to a certificate representing the number of shares of the capital stock of the corporation owned by such person in such form as shall, in conformity to law, be prescribed from time to time by the board of directors. Each certificate shall be signed by the president or vice-president and treasurer or assistant treasurer or such other officers designated by the board of directors from time to time as permitted by law, shall bear the seal of the corporation, and shall express on its face its number, date of issue, class, the number of shares for which, and the name of the person to whom, it is issued. The corporate seal and any or all of the signatures of corporation officers may be facsimile if the stock 8 certificate is manually counter-signed by an authorized person on behalf of a transfer agent or registrar other than the corporation or its employee. If an officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed on, a certificate shall have ceased to be such before the certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the time of its issue. Section 4.2. Transfer of Shares. Title to a certificate of stock and to the shares represented thereby shall be transferred only on the books of the corporation by delivery to the corporation or its transfer agent of the certificate properly endorsed, or by delivery of the certificate accompanied by a written assignment of the same, or a properly executed written power of attorney to sell, assign or transfer the same or the shares represented thereby. Upon surrender of a certificate for the shares being transferred, a new certificate or certificates shall be issued according to the interests of the parties. Section 4.3. Record Holders. Except as otherwise may be required by law, by the Certificate of Incorporation or by these Bylaws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the corporation in accordance with the requirements of these Bylaws. It shall be the duty of each stockholder to notify the corporation of his post office address. Section 4.4. Record Date. In order that the corporation may determine the stockholders entitled to receive notice of or to vote at any meeting of stockholders or any adjournments thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty days prior to the date of such meeting nor more than sixty days prior to any other action. In such case only stockholders of record on such record date shall be so entitled notwithstanding any transfer of stock on the books of the corporation after the record date. If no record date is fixed: (i) the record date for determining stockholders entitled to receive notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. 9 Section 4.5. Transfer Agent and Registrar for Shares of stock of the Corporation. The board of directors may appoint a transfer agent and a registrar of the shares of stock of the corporation. Any transfer agent so appointed shall maintain, among other records, a stockholders' ledger, setting forth the names and addresses of the holders of all issued shares of stock of the corporation, the number of shares held by each, the certificate numbers representing such shares, and the date of issue of the certificates representing such shares. Any registrar so appointed shall maintain, among other records, a share register, setting forth the total number of shares of each class of shares which the corporation is authorized to issue and the total number of shares actually issued. The stockholders' ledger and the share register are hereby identified as the stock transfer books of the corporation; but as between the stockholders' ledger and the share register, the names and addresses of stockholders, as they appear on the stockholders' ledger maintained by the transfer agent shall be the official list of stockholders of record of the corporation. The name and address of each stockholder of record, as they appear upon the stockholders' ledger, shall be conclusive evidence of who are the stockholders entitled to receive notice of the meetings of stockholders, to vote at such meetings, to examine a complete list of the stockholders entitled to vote at meetings, and to own, enjoy and exercise any other property or rights deriving from such shares against the corporation. Stockholders, but not the corporation, or its directors, officers, agents or attorneys, shall be responsible for notifying the transfer agent, in writing, of any changes in their names or addresses from time to time, and failure to do so will relieve the corporation, its other stockholders, directors, officers, agents and attorneys, and its transfer agent and registrar, of liability for failure to direct notices or other documents, or pay over or transfer dividends or other property or rights, to a name or address other than the name and address appearing in the stockholders' ledger maintained by the transfer agent. Section 4.6. Loss of Certificates. In case of the loss, destruction or mutilation of a certificate of stock, a replacement certificate may be issued in place thereof upon such terms as the board of directors may prescribe, including, in the discretion of the board of directors, a requirement of bond and indemnity to the corporation. Section 4.7. Restrictions on Transfer. Every certificate for shares of stock which are subject to any restriction on transfer, whether pursuant to the Certificate of Incorporation, the Bylaws or any agreement to which the corporation is a party, shall have the fact of the restriction noted conspicuously on the certificate and shall also set forth on the face or back either the full text of the restriction or a statement that the corporation will furnish a copy to the holder of such certificate upon written request and without charge. Section 4.8. Multiple Classes of Stock. The amount and classes of the capital stock and the par value, if any, of the shares, shall be as fixed in the Certificate of Incorporation. At all times when there are two or more classes of stock, the several classes of stock shall conform to the description and the terms and have the respective preferences, voting powers, restrictions and qualifications set forth in the Certificate of Incorporation and these Bylaws. Every certificate issued when the corporation is authorized to issue more than one class or series of stock shall set forth on its face or back 10 either (i) the full text of the preferences, voting powers, qualifications and special and relative rights of the shares of each class and series authorized to be issued, or (ii) a statement of the existence of such preferences, powers, qualifications and rights, and a statement that the corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge. ARTICLE V. DIVIDENDS Section 5.1. Declaration of Dividends. Except as otherwise required by law or by the Certificate of Incorporation, the board of directors may, in its discretion, declare what, if any, dividends shall be paid from the surplus or from the net profits of the corporation for the current or preceding fiscal year, or as otherwise permitted by law. Dividends may be paid in cash, in property, in shares of the corporation's stock, or in any combination thereof. Dividends shall be payable upon such dates as the board of directors may designate. Section 5.2. Reserves. Before the payment of any dividend and before making any distribution of profits, the board of directors, from time to time and in its absolute discretion, shall have power to set aside out of the surplus or net profits of the corporation such sum or sums as the board of directors deems proper and sufficient as a reserve fund to meet contingencies or for such other purpose as the board of directors shall deem to be in the best interests of the corporation, and the board of directors may modify or abolish any such reserve. ARTICLE VI. POWERS OF OFFICERS TO CONTRACT WITH THE CORPORATION Any and all of the directors and officers of the corporation, notwithstanding their official relations to it, may enter into and perform any contract or agreement of any nature between the corporation and themselves, or any and all of the individuals from time to time constituting the board of directors of the corporation, or any firm or corporation in which any such director may be interested, directly or indirectly, whether such individual, firm or corporation thus contracting with the corporation shall thereby derive personal or corporate profits or benefits or otherwise; provided, that (i) the material facts of such interest are disclosed or are known to the board of directors or committee thereof which authorizes such contract or agreement; (ii) if the material facts as to such person's relationship or interest are disclosed or are known to the stockholders entitled to vote thereon, and the contract is specifically approved in good faith by a vote of the stockholders; or (iii) the contract or agreement is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof, or the stockholders. Any director of the corporation who is interested in any transaction as aforesaid may nevertheless be counted in determining the existence of a quorum at any meeting of the board of directors which shall authorize or ratify any such transaction. This Article shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common or statutory law applicable thereto. 11 ARTICLE VII. INDEMNIFICATION Section 7.1. Definitions. For purposes of this Article VII the following terms shall have the meanings indicated: "Corporate Status" describes the status of a person who is or was a director, officer, employee, agent, trustee or fiduciary of the Corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the express written request of the corporation. "Court" means the Court of Chancery of the State of Delaware, the court in which the Proceeding in respect of which indemnification is sought by a Covered Person shall have been brought or is pending, or another court having subject matter jurisdiction and personal jurisdiction over the parties. "Covered Person" means a person who is a present or former director or Officer of the corporation and shall include such person's legal representatives, heirs, executors and administrators. "Disinterested" describes any individual, whether or not that individual is a director, Officer, employee or agent of the corporation, who is not and was not and is not threatened to be made a party to the Proceeding in respect of which indemnification, advancement of Expenses or other action is sought by a Covered Person. "Expenses" shall include, without limitation, all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating or being or preparing to be a witness in a Proceeding. "Good Faith" shall mean a Covered Person having acted in good faith and in a manner such Covered Person reasonably believed to be in or not opposed to the best interests of the corporation or, in the case of an employee benefit plan, the best interests of the participants or beneficiaries of said plan, as the case may be, and, with respect to any Proceeding which is criminal in nature, having had no reasonable cause to believe such Covered Person's conduct was unlawful. "Improper Personal Benefit" shall include, but not be limited to, the personal gain in fact by reason of a person's Corporate Status of a financial profit, monies or other advantage not also accruing to the benefit of the corporation or to the stockholders generally and which is unrelated to his usual compensation including, but not limited to, such profit, monies or other advantage gained (i) in exchange for the exercise of influence over the corporation's affairs, (ii) as a result of the diversion of corporate opportunity, or (iii) pursuant to the use or communication of confidential or inside information for the purpose of generating a profit from trading in the corporation's securities. Notwithstanding the foregoing, "Improper Personal Benefit" shall not include 12 any benefit, directly or indirectly, related to actions taken in order to evaluate, discourage, resist, prevent or negotiate any transaction with or proposal from any person or entity seeking control of, or a controlling interest in, the corporation. "Independent Counsel" means a law firm, or a member of a law firm, that is experienced in matters of corporation law and may include law firms or members thereof that are regularly retained by the corporation but not by any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the standards of professional conduct then prevailing and applicable to such counsel, would have a conflict of interest in representing either the corporation or the Covered Person in an action to determine the Covered Person's rights under this Article. "Officer" means the chairman of the board, the president, vice presidents, treasurer, assistant treasurer(s), secretary, assistant secretary and such other executive officers as are appointed by the board of directors of the corporation and explicitly entitled to indemnification hereunder. "Proceeding" includes any actual, threatened or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation (including any internal corporate investigation), administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative, other than one initiated by the Covered Person, but including one initiated by a Covered Person for the purpose of enforcing such Covered Person's rights under this Article to the extent provided in Section 7.14 of this Article. "Proceeding" shall not include any counterclaim brought by any Covered Person other than one arising out of the same transaction or occurrence that is the subject matter of the underlying claim. Section 7.2. Right to Indemnification in General. (a) Covered Persons. The corporation may indemnify, and may advance Expenses, to each Covered Person who is a party to, was or is threatened to be made a party to, or is otherwise involved in any Proceeding, as provided in this Article and to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may hereafter from time to time permit. The indemnification provisions in this Article shall be deemed to be a contract between the corporation and each Covered Person who serves in any Corporate Status at any time while these provisions as well as the relevant provisions of the Delaware General Corporation Law are in effect, and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any Proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Covered Person. (b) Employees and Agents. The corporation may, to the extent authorized from time to time by the board of directors, grant indemnification and the advancement 13 of Expenses to any employee or agent of the corporation to the fullest extent of the provisions of this Article with respect to the indemnification and advancement of Expenses of Covered Persons. Section 7.3. Proceedings Other Than Proceedings by or in the Right of the Corporation. Each Covered Person may be entitled to the rights of indemnification provided in this Section 7.3 if, by reason of such Covered Person's Corporate Status, such Covered Person is a party to, was or is threatened to be made a party to, or is otherwise involved in any Proceeding, other than a Proceeding by or in the right of the corporation. Each Covered Person may be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement, actually and reasonably incurred by such Covered Person or on such Covered Person's behalf in connection with such Proceeding or any claim, issue or matter therein, if such Covered Person acted in Good Faith and such Covered Person has not been adjudged during the course of such proceeding to have derived an Improper Personal Benefit from the transaction or occurrence forming the basis of such Proceeding. Section 7.4. Proceedings by or in the Right of the Corporation. Each Covered Person may be entitled to the rights of indemnification provided in this Section 7.4 if, by reason of such Covered Person's Corporate Status, such Covered Person is a party to, or is threatened to be made a party to, or is otherwise involved in any Proceeding brought by or in the right of the corporation to procure a judgment in its favor. Such Covered Person may be indemnified against Expenses, judgments, penalties, and amounts paid in settlement, actually and reasonably incurred by such Covered Person or on such Covered Person's behalf in connection with such Proceeding if such Covered Person acted in Good Faith and such Covered Person has not been adjudged during the course of such proceeding to have derived an Improper Personal Benefit from the transaction or occurrence forming the basis of such Proceeding. Notwithstanding the foregoing, no such indemnification shall be made in respect of any claim, issue or matter in such Proceeding as to which such Covered Person shall have been adjudged to be liable to the corporation if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification shall nevertheless be made by the corporation in such event if and only to the extent that the Court which is considering the matter shall so determine. Section 7.5. Indemnification of a Party Who is Wholly or Partly Successful. Notwithstanding any provision of this Article to the contrary, to the extent that a Covered Person is, by reason of such Covered Person's Corporate Status, a party to or is otherwise, involved in and is successful, on the merits or otherwise, in any Proceeding, such Covered Person shall be indemnified to the maximum extent permitted by law, against all Expenses, judgments, penalties, fines, and amounts paid in settlement, actually and reasonably incurred by such Covered Person or on such Covered Person's behalf in connection therewith. If such Covered Person is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the corporation shall indemnify such Covered Person to the maximum extent permitted by law, against all Expenses, judgments, penalties, fines, and amounts paid in settlement, actually and reasonably 14 incurred by such Covered Person or on such Covered Person's behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 7.5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Section 7.6. Indemnification for Expenses of a Witness. Notwithstanding any provision of this Article to the contrary, to the extent that a Covered Person is, by reason of such Covered Person's Corporate Status, a witness in any Proceeding, such Covered Person shall be indemnified against all Expenses actually and reasonably incurred by such Covered Person or on such Covered Person's behalf in connection therewith. Section 7.7. Advancement of Expenses. Notwithstanding any provision of this Article to the contrary, the corporation may advance all reasonable Expenses which, by reason of a Covered Person's Corporate Status, were incurred by or on behalf of such Covered Person in connection with any Proceeding, within thirty (30) days after the receipt by the corporation of a statement or statements from such Covered Person requesting such advance or advances, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by the Covered Person and shall include or be preceded or accompanied by an undertaking by or on behalf of the Covered Person to repay any Expenses if such Covered Person shall be adjudged to be not entitled to be indemnified against such Expenses. Any advance and undertaking to repay pursuant to this Section 7.7 may be unsecured interest-free, as the corporation sees fit. Advancement of Expenses pursuant to this Section 7.7 shall not require approval of the board of directors or the stockholders of the corporation, or of any other person or body. The secretary of the corporation shall promptly advise the Board in writing of the request for advancement of Expenses, of the amount and other details of the request and of the undertaking to make repayment provided pursuant to this Section 7.7. Section 7.8. Notification and Defense of Claim. Promptly after receipt by a Covered Person of notice of the commencement of any Proceeding, such Covered Person shall, if a claim is to be made against the corporation under this Article, notify the corporation of the commencement of the Proceeding. The failure to notify the corporation will not relieve the corporation from any liability which it may have to such Covered Person otherwise than under this Article. With respect to any such Proceedings to which such Covered Person notifies the corporation: (a) The corporation will be entitled to participate in the defense at its own expense. (b) Except as otherwise provided below in this subparagraph (b), the corporation (jointly with any other indemnifying party similarly notified) will be entitled to assume the defense with counsel reasonably satisfactory to the Covered Person. After notice from the corporation to the Covered Person of its election to assume the defense of a suit, the corporation will not be liable to the Covered Person under this Article for any legal or other expenses subsequently incurred by the Covered Person in connection with 15 the defense of the Proceeding other than reasonable costs of investigation or as otherwise provided below in this subparagraph (b). The Covered Person shall have the right to employ his own counsel in such Proceeding but the fees and expenses of such counsel incurred after notice from the corporation of its assumption of the defense shall be at the expense of the Covered Person except as provided in this paragraph. The fees and expenses of counsel shall be at the expense of the corporation if (i) the employment of counsel by the Covered Person has been authorized by the corporation, (ii) the Covered Person shall have concluded reasonably that there may be a conflict of interest between the corporation and the Covered Person in the conduct of the defense of such action and such conclusion is confirmed in writing by the corporation's outside counsel regularly employed by it in connection with corporate matters, or (iii) the corporation shall not in fact have employed counsel to assume the defense of such Proceeding. The corporation shall be entitled to participate in, but shall not be entitled to assume the defense of any Proceeding brought by or in the right of the corporation or as to which the Covered Person shall have made the conclusion provided for in (ii) above and such conclusion shall have been so confirmed by the corporation's said outside counsel. (c) Notwithstanding any provision of this Article to the contrary, the corporation shall not be obligated to indemnify the Covered Person under this Article for any amounts paid in settlement of any Proceeding effected without its written consent. The corporation shall not settle any Proceeding or claim in any manner which would impose any penalty, limitation or disqualification of the Covered Person for any purpose without such Covered Person's written consent. Neither the corporation nor the Covered Person will unreasonably withhold their consent to any proposed settlement. (d) If it is determined that the Covered Person is entitled to indemnification other than as afforded under subparagraph (b) above, payment to the Covered Person of the additional amounts for which he is to be indemnified shall be made within ten (10) days after such determination. Section 7.9. Procedures. (a) Method of Determination. A determination (as provided for by this Article or if required by applicable law in the specific case) with respect to a Covered Person's entitlement to indemnification shall be made either (i) by the board of directors by a majority vote of a quorum consisting of Disinterested directors, or (ii) in the event that a quorum of the board of directors consisting of Disinterested directors is not obtainable or, even if obtainable, such quorum of Disinterested directors so directs, by Independent Counsel in a written determination to the board of directors, a copy of which shall be delivered to the Covered Person seeking indemnification, (iii) by a special litigation committee of the board of directors appointed by the board, or (iv) by the vote of the holders of a majority of the corporation's capital stock outstanding at the time entitled to vote thereon. (b) Initiating Request. A Covered Person who seeks indemnification under this Article shall submit a Request for Indemnification, including such documentation and information as is reasonably available to such Covered Person and is reasonably 16 necessary to determine whether and to what extent such Covered Person is entitled to indemnification. (c) Presumptions. In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall not presume that the Covered Person is or is not entitled to indemnification under this Article. (d) Burden of Proof. Each Covered Person shall bear the burden of going forward and demonstrating sufficient facts to support his claim for entitlement to indemnification under this Article. That burden shall be deemed satisfied by the submission of an initial Request for Indemnification pursuant to Section 7.9(b) above. (e) Effect of Other Proceedings. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty or of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Article) of itself adversely affect the right of a Covered Person to indemnification or create a presumption that a Covered Person did not act in Good Faith. (f) Actions of Others. The knowledge, actions, or failure to act, of any director, officer, employee, agent, trustee or fiduciary of the enterprise for whose daily activities the Covered Person was actually responsible may be imputed to the Covered Person for purposes of determining the right to indemnification under this Article. Section 7.10. Action by the Corporation. Any action, payment, advance determination other than a determination made pursuant to Section 7.9(a) above, authorization, requirement, grant of indemnification or other action taken by the Corporation pursuant to this Article shall be effected exclusively through any Disinterested person so authorized by the board of directors of the corporation, including the president or any vice president of the corporation. Section 7.11. Non-Exclusivity. The rights of indemnification and to receive advancement of Expenses as provided by this Article shall not be deemed exclusive of any other rights to which a Covered Person may at any time be entitled under applicable law, the Certificate of Incorporation, these Bylaws, any agreement, a vote of stockholders or a resolution of the board of directors, or otherwise. No amendment, alteration, rescission or replacement of this Article or any provision hereof shall be effective as to any Covered Person with respect to any action taken or omitted by such Covered Person in such Covered Person's Corporate Status or with respect to any state of facts then or previously existing or any Proceeding previously or thereafter brought or threatened based in whole or to the extent based in part upon any such state of facts existing prior to such amendment, alteration, rescission or replacement. Section 7.12. Insurance. The corporation may maintain, at its expense, an insurance policy or policies to protect itself and any Covered Person, officer, employee or agent of the corporation or another enterprise against liability arising out of this Article or 17 otherwise, whether or not the corporation would have the power to indemnify any such person against such liability under the Delaware General Corporation Law. Section 7.13. No Duplicative Payment. The corporation shall not be liable under this Article to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that a Covered Person has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. Section 7.14. Expenses of Adjudication. In the event that any Covered Person seeks a judicial adjudication, or an award in arbitration, to enforce such Covered Person's rights under, or to recover damages for breach of, this Article, the Covered Person shall be entitled to recover from the corporation, and shall be indemnified by the corporation against, any and all expenses (of the types described in the definition of Expenses in Section 7.1 of this Article) actually and reasonably incurred by such Covered Person in seeking such adjudication or arbitration, but only if such Covered Person prevails therein. If it shall be determined in such adjudication or arbitration that the Covered Person is entitled to receive part but not all of the indemnification of expenses sought, the expenses incurred by such Covered Person in connection with such adjudication or arbitration shall be appropriately prorated. Section 7.15. Severability. If any provision or provisions of this Article shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article (including without limitation, each portion of any Section of this Article containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article (including, without limitation, each portion of any Section of this Article containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable. ARTICLE VIII. MISCELLANEOUS PROVISIONS Section 8.1. Certificate of Incorporation. All references in these Bylaws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the corporation, as amended and in effect from time to time. Section 8.2. Fiscal Year. Except as from time to time otherwise provided by the board of directors, the fiscal year of the corporation shall end on September 30th of each year. Section 8.3. Corporate Seal. The board of directors shall have the power to adopt and alter the seal of the corporation. 18 Section 8.4. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes, and other obligations authorized to be executed by an officer of the corporation on its behalf shall be signed by the president or the treasurer except as the board of directors may generally or in particular cases otherwise determine. Section 8.5. Voting of Securities. Unless the board of directors otherwise provides, the president or the treasurer may waive notice of and act on behalf of this corporation, or appoint another person or persons to act as proxy or attorney in fact for this corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this corporation. Section 8.6. Evidence of Authority. A certificate by the secretary or any assistant secretary as to any action taken by the stockholders, directors or any officer or representative of the corporation shall, as to all persons who rely thereon in good faith, be conclusive evidence of such action. The exercise of any power which by law, by the Certificate of Incorporation, or by these Bylaws, or under any vote of the stockholders or the board of directors, may be exercised by an officer of the corporation only in the event of absence of another officer or any other contingency shall bind the corporation in favor of anyone relying thereon in good faith, whether or not such absence or contingency existed. Section 8.7. Corporate Records. The original, or attested copies, of the Certificate of Incorporation, Bylaws, records of all meetings of the incorporators and stockholders, and the stock transfer books (which shall contain the names of all stockholders and the record address and the amount of stock held by each) shall be kept in Delaware at the principal office of the corporation, or at an office of the corporation, or at an office of its transfer agent or of the secretary or of the assistant secretary, if any. Said copies and records need not all be kept in the same office. They shall be available at all reasonable times to inspection of any stockholder for any purpose but not to secure a list of stockholders for the purpose of selling said list or copies thereof or for using the same for a purpose other than in the interest of the applicant, as a stockholder, relative to the affairs of the corporation. Section 8.8. Charitable Contributions. The board of directors from time to time may authorize contributions to be made by the corporation in such amounts as it may determine to be reasonable to corporations, trusts, funds or foundations organized and operated exclusively for charitable, scientific or educational purposes, no part of the net earning of which inures to the private benefit of any stockholder or individual. ARTICLE IX. AMENDMENTS Section 9.1. Amendment by Stockholders. Prior to the issuance of stock, these Bylaws may be amended, altered or repealed by the incorporator(s) by majority vote. After stock has been issued, these Bylaws may be amended altered or repealed by the stockholders at any annual or special meeting by vote or a majority of all shares 19 outstanding and entitled to vote, except that where the effect of the amendment would be to reduce any voting requirement otherwise required by law, the Certificate of Incorporation or another provision of these Bylaws, such amendment shall require the vote that would have been required by law, the Certificate of Incorporation or these Bylaws or such other provision of these Bylaws. Notice and a copy of any proposal to amend these Bylaws must be included in the notice of meeting of stockholders at which action is taken upon such amendment. Section 9.2. Amendment by Board of Directors. These Bylaws may be amended or altered by the board of directors at a meeting duly called for the purpose by majority vote of the directors then in office, except that directors shall not amend the Bylaws in a manner which: (a) changes the stockholder voting requirements for any action; (b) alters or abolishes any preferential right or right of redemption applicable to a class or series of stock with shares already outstanding; (c) alters the provisions of Article IX hereof; or (d) permits the board of directors to take any action which under law, the Certificate of Incorporation, or these Bylaws is required to be taken by the stockholders. Any amendment of these Bylaws by the board of directors may be altered or repealed by the stockholders at any annual or special meeting of stockholders. 20 AMENDMENTS TO BYLAWS Amendment to Section 3.1 - May 20, 2002: Section 3.1 is deleted in its entirety and replaced with the following: "Section 3.1 Enumeration. The officers may include a chairman of the board and shall include a president, a treasurer, a secretary and such other officers and agents (including one or more executive vice presidents, senior vice presidents, vice presidents, assistant treasurers, and assistant secretaries), as the Board of Directors may, in its discretion, determine." 21 EX-10.01 5 b46506baexv10w01.txt EX-10.01 EMPLOYMENT AGREEMENT/ROBERT W. WOODBURY EXHIBIT 10.01 EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is made and entered into in Chelmsford, Massachusetts by and between Brooks-PRI Automation, Inc., a Delaware corporation (the "Company") and Robert W. Woodbury, Jr. ("Executive"), as of February 26, 2003. RECITALS 1. The Company desires to employ Executive as Senior Vice President and Chief Financial Officer of the Company upon the terms and conditions set forth herein. 2. In consideration of the employment to be provided hereby and the amounts to be paid as provided herein, Executive desires to be employed by the Company and to agree with the Company as further provided herein. 3. In consideration of the employment to be provided hereby and the amounts to be paid as provided herein, the Indemnification Agreement attached hereto as Exhibit A, and the Change of Control Agreement attached hereto as Exhibit B, the Executive has entered into the Executive Non-Competition and Proprietary Information Agreement attached hereto as Exhibit C. For and in consideration of the mutual promises, terms, provisions and conditions contained in this Agreement, the parties hereby agree as follows: 1. Duties. Beginning on February 26, 2003 (the "Effective Date"), the Company shall employ Executive on an at will basis as Senior Vice President and Chief Financial Officer of the Company (the actual period of Executive's employment with the Company is referred to herein as the "Employment Term"). Executive shall report to the Company's President. Executive shall have such reasonable and appropriate duties as may from time to time be assigned by the President, which duties shall include, without limitation, responsibility for internal accounting and control functions. Executive shall perform the duties of such office as are provided for in the bylaws of the Company subject to the general supervision and direction of the President and the Company's board of directors (the "Board of Directors"). 2. Performance. During the Employment Term, Executive shall use his business judgment, skill and knowledge for the advancement of the Company's interests and to discharge his duties and responsibilities hereunder. Executive shall perform and discharge his duties and responsibilities hereunder faithfully, diligently and to the best of his ability. Executive shall devote substantially all of his working time and efforts to the business and affairs of the Company. 3. Compensation and Benefits. 3.1. Base Salary. During the Employment Term, as consideration for Executive's performance hereunder, the Company agrees to pay Executive a base salary of $270,000 per year (the "Base Salary"), payable in accordance with the normal payroll practices of the Company for its executives, and subject to federal and state tax withholding. The Base Salary shall be reviewed annually by the compensation committee of the Board of Directors (the "Compensation Committee") and adjusted as determined by the Compensation Committee (the Base Salary as adjusted from time to time shall be referred to as the "Current Base Salary"). 3.2. Annual Management Bonus. During the Employment Term, Executive shall be eligible to receive cash bonuses each year from the Company determined by the President and the Compensation Committee (the "Annual Management Bonus"). The Annual Management Bonus shall be payable based upon achievement of the Company's operating profit objectives to be agreed upon by Executive, the President and COO and approved by the Compensation Committee. The Annual Management Bonus may range from 0% to 150% of 70% of Current Base Salary and shall be reviewed at least annually by the Compensation Committee. Any such Annual Management Bonuses paid to Executive shall be in addition to the Current Base Salary. 3.3. Option Grants. Subject to the approval of the Compensation Committee, the Company will grant Executive an option to purchase 85,000 shares of Company common stock (the "Common Stock"), effective as of the Effective Date (the "Grant"). The Grant shall be exercisable at a price equal to the closing price of the Common Stock on the Nasdaq National Market on the date the Grant is approved by the Compensation Committee. The Grant shall be subject to the terms and conditions set forth in the governing option agreement, provided that 25% of the shares that are subject to the Grant shall vest on the one year anniversary of the grant date. The remaining shares subject to the Grant shall vest at a rate of 6.25% on the last day of each three month period following the first year anniversary date of the grant, subject to the terms and conditions contained herein. For example, if the Executive had become employed on February 13, 2003 and remains employed through May 30, 2004, he will have vested in a total of 31.25% of the shares under the Grant; 25% of the shares will have vested on February 13, 2004, and 6.25% will have vested on May 13, 2004. In addition, the Company shall perform a formal review of your Long Term Incentive compensation no later than the last day of the sixth month following the Effective Date to evaluate your performance and determine whether or not an adjustment is appropriate. 3.4. Benefits. During the Employment Term, Executive shall be eligible for participation in and shall receive all medical benefits and benefits available under the Brooks-PRI Automation, Inc. 401(k) Plan, the Company's welfare benefit plans, practices, policies and programs (including disability, salary continuance, group life, accidental death and travel accident insurance plans and programs) normally available to other senior executives. 3.5. Business Expenses. Executive shall be entitled to receive prompt reimbursement for all reasonable employment-related expenses incurred or paid by him during the Employment Term in the performance of his services, subject to reasonable substantiation and documentation. 3.6. Corporate Opportunities. During the Employment Term, Executive agrees that he will first present to the President or the Board of Directors, for acceptance or rejection on behalf of the Company, any opportunity to create or invest in any company that is or will be involved in 2 providing or furnishing equipment, systems, components, products, software or services to customers in industries that the Company serves (including, without limitation, the semiconductor and flat panel display industries) that comes to his attention and in which he, or any affiliate, might desire to participate. If the Board of Directors rejects the same or fails to act thereon in a reasonable time, Executive shall be free to invest in, participate or present such opportunity to any other person or entity. 4. Employment. Nothing contained in this Agreement shall be deemed to modify or otherwise affect Executive's status as an employee at will, or any other term or condition of Executive's employment by the Company, except as expressly set forth herein. 5. Indemnification. Concurrent with the execution of this Agreement, Executive and the Company entered into the Indemnification Agreement attached hereto as Exhibit A. 6. Change of Control Agreement. Concurrent with the execution of this Agreement, Executive and the Company entered into the Change of Control Agreement attached hereto as Exhibit B. 7. Non-Competition Agreement. Concurrent with the execution of this Agreement, Executive and the Company entered into the Executive Non-Competition and Proprietary Information Agreement attached hereto as Exhibit C. 8. Assignment. Neither the Company nor Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other party; provided, however, that the Company may assign its rights and obligations under this Agreement without the consent of Executive if the Company shall hereafter effect a reorganization, consolidate with, or merge into any other entity or transfer all or substantially all of its properties or assets to any other person or entity. This Agreement shall be binding upon and inure to the benefit of the Company, Executive and their respective successors, executors, administrators, heirs and permitted assigns. 9. Waiver. The waiver by any party hereto of a breach of any provision of this Agreement by any other party will not operate or be construed as a waiver of any other or subsequent breach by such other party. 10. Severability. The parties agree that each provision contained in this Agreement shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein. Moreover, if one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity or subject, such provisions shall be construed by the appropriate judicial body by limiting and reducing it or them, so as to be enforceable to the extent compatible with the applicable law. 3 11. Notices. Any notice or other communication in connection with this Agreement shall be deemed to be delivered if in writing, addressed as provided below and actually delivered at said address: If to Executive, to him at the following address: Robert W. Woodbury, Jr. 13 Plumbly Road Upton, MA 01568 If to the Company, to it at the following address: Brooks-PRI Automation, Inc. 15 Elizabeth Drive Chelmsford, MA 01824 Attn: Senior Vice President Human Resources or to such other person or address as to which either party may notify the other in accordance with this Section 11. 12. Applicable Law. This Agreement shall be interpreted and construed in accordance with the laws of the Commonwealth of Massachusetts. 13. Remedies. Executive acknowledges that a breach of any of the promises or agreements contained herein could result in irreparable and continuing damage to the Company for which there may be no adequate remedy at law, and the Company shall be entitled to seek injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). 14. Integration. This Agreement, the Indemnification Agreement attached hereto as Exhibit A, the Change of Control Agreement attached hereto as Exhibit B, and the Executive Non-Competition and Proprietary Information Agreement attached hereto as Exhibit C together form the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and shall supersede all prior agreements, oral discussions, promises and representations regarding employment, compensation, severance or other payments contingent upon termination of employment, whether in writing or otherwise. 15. Documents and Materials. Upon termination of the Employment Term or this Agreement, or at any other time upon the Company's request, Executive will promptly deliver to the Company, without retaining any copies, all documents and other materials whether in paper or electronic form or resident on any other media, furnished to him by the Company, prepared by him for the Company or otherwise relating to the Company's business, including, without limitation, all written and tangible material in his possession incorporating any proprietary information. 4 16. Absence of Conflicting Obligations. Executive represents that he is not bound by any agreement or any other existing or previous business relationship that conflicts with or prevents the full performance of his duties and responsibilities during the Employment Term. Executive further represents that his obligations under this Agreement do not breach and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by him. 17. Effect of Headings. Any title of a section heading contained herein is for convenience of reference only, and shall not affect the meaning of construction or any of the provisions hereof. 18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same agreement. 19. Survival. Notwithstanding any provisions of this Agreement to the contrary, the obligations of Executive and the Company pursuant to Sections 5 through 18 hereof shall each survive termination of this Agreement. [SIGNATURE PAGE FOLLOWS] 5 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands, as of the date first above written. EXECUTIVE /s/ Robert W. Woodbury, Jr. --------------------------- Robert W. Woodbury, Jr. BROOKS-PRI AUTOMATION, INC. By: /s/ Edward C. Grady ------------------- Edward C. Grady President and Chief Operating Officer 6 EX-99.01 6 b46506baexv99w01.txt EX-99.01 CERTIFICATION OF THE CEO AND CFO EXHIBIT 99.01 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE) Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Brooks Automation, Inc., a Delaware corporation (the "Company"), does hereby certify, to the best of such officer's knowledge and belief, that: (1) The Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Second Quarter Form 10-Q fairly presents, in all materials respects, the financial condition and results of operations of the Company. Dated: May 12, 2003 /s/ Robert J. Therrien ---------------------- Robert J. Therrien Director and Chief Executive Officer (Principal Executive Officer) Dated: May 12, 2003 /s/ Robert W. Woodbury, Jr. --------------------------- Robert W. Woodbury, Jr. Senior Vice President and Chief Financial Officer A signed original of this written statement required by Section 906 has been provided to Brooks Automation, Inc. and will be retained by Brooks Automation, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----

EX-3.01

                                                                    EXHIBIT 3.01

    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 10:30 AM 02/27/2003
  030128713 - 2448446

                            CERTIFICATE OF AMENDMENT

                                       OF

                         CERTIFICATE OF INCORPORATION

                                       OF

                           BROOKS-PRI AUTOMATION, INC.
                                      *****

         Brooks-PRI Automation, Inc., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), pursuant to Section 242
of the provisions of the General Corporation Law of the State of Delaware,
hereby certifies as follows:

         FIRST: That at a meeting of the Board of Directors of the Corporation
resolutions were duly adopted setting forth a proposed amendment to die
Certificate of Incorporation of the Corporation, declaring said amendment to be
advisable and calling a meeting of the Stockholders of the Corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

        "FURTHER
         VOTED:   That it is in the best interests of the Company that its name
                  be changed back to Brooks Automation, Inc., and that in order
                  to accomplish that objective, the Board of Directors recommend
                  to stockholders an amendment to the certificate of
                  incorporation whereby Article First be deleted in its entirety
                  and replaced by a new Article FIRST to read as follows:
                  'FIRST: The name of the corporation (hereinafter called the
                  "Corporation") is Brooks Automation, Inc.'"

         SECOND: That thereafter, pursuant to a resolution of the Corporation's
Board of Directors, an annual meeting of the Stockholders of the Corporation was
duly called and held upon notice duly provided in accordance with Section 222 of
the General Corporation Law of the State of Delaware, at which meeting the
necessary number of shares as required by statute was voted in favor of the
amendment.

         THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.



         IN WITNESS WHEREOF, said Brooks-PRI Automation, Inc. has caused this
certificate to be signed by David H. Murphree, an Assistant Secretary, this 26th
day of February, 2003.

                                              BROOKS-PRI AUTOMATION, INC.

                                              By: /s/ David H. Murphree
                                                  ------------------------------
                                                  David H. Murphree
                                                  Assistant Secretary

EX-3.02

                                                                    EXHIBIT 3.02

                                     BYLAWS

                                       OF

                             BROOKS AUTOMATION, INC.
                       (f/k/a BROOKS-PRI AUTOMATION, INC.)
                        (f/k/a BROOKS AUTOMATION, INC.)

                             A DELAWARE CORPORATION

                                               ADOPTED: NOVEMBER 14,1994
                                               AMENDED: MAY 20, 2002

                                               SECRETARY: /s/ LAWRENCE M. LEVY
                                                          ---------------------
                                                          LAWRENCE M. LEVY



                                     BY-LAWS
                                TABLE OF CONTENTS



                                                                                     
ARTICLE I      Stockholders...........................................................     1

 Section 1.1   Annual Meeting.........................................................     1
 Section 1.2   Special Meetings.......................................................     1
 Section 1.3   Notice of Meeting......................................................     1
 Section 1.4   Quorum.................................................................     2
 Section 1.5   Voting and Proxies.....................................................     2
 Section 1.6   Action at Meeting......................................................     2
 Section 1.7   Action Without Meeting.................................................     2
 Section 1.8   Voting of Shares of Certain Holders....................................     2
 Section 1.9   Stockholder Lists......................................................     3

ARTICLE II     Board of Directors.....................................................     3

 Section 2.1   Powers.................................................................     3
 Section 2.2   Number of Directors; Qualifications....................................     3
 Section 2.3   Nomination of Directors................................................     4
 Section 2.4   Election of Directors..................................................     4
 Section 2.5   Vacancies..............................................................     4
 Section 2.6   Change in Size of the Board............................................     4
 Section 2.7   Tenure and Resignation.................................................     4
 Section 2.8   Removal................................................................     5
 Section 2.9   Meetings...............................................................     5
 Section 2.10  Notice of Meeting......................................................     5
 Section 2.11  Agenda.................................................................     5
 Section 2.12  Quorum.................................................................     5
 Section 2.13  Action at Meeting......................................................     6
 Section 2.14  Action Without Meeting.................................................     6
 Section 2.15  Committees.............................................................     6

ARTICLE III    Officers...............................................................     6

 Section 3.1   Enumeration............................................................     6
 Section 3.2   Election...............................................................     6
 Section 3.3   Qualification..........................................................     6
 Section 3.4   Tenure.................................................................     7
 Section 3.5   Removal................................................................     7
 Section 3.6   Resignation............................................................     7
 Section 3.7   Vacancies..............................................................     7
 Section 3.8   Chairman of the Board..................................................     7
 Section 3.9   President..............................................................     7
 Section 3.10  Vice-President(s)......................................................     7
 Section 3.11  Chief Financial Officer, Treasurer and Assistant Treasurers............     7
 Section 3.12  Secretary and Assistant Secretaries....................................     8
 Section 3.13  Other Powers and Duties................................................     8


                                       i





                                                                                    
ARTICLE IV     Capital Stock..........................................................     8

 Section 4.1   Stock Certificates.....................................................     8
 Section 4.2   Transfer of Shares.....................................................     9
 Section 4.3   Record Holders.........................................................     9
 Section 4.4   Record Date............................................................     9
 Section 4.5   Transfer Agent and Registrar for Shares of stock of the Corporation....    10
 Section 4.6   Loss of Certificates...................................................    10
 Section 4.7   Restrictions on Transfer...............................................    10
 Section 4.8   Multiple Classes of Stock..............................................    10

ARTICLE V      Dividends..............................................................    11

 Section 5.1   Declaration of Dividends...............................................    11
 Section 5.2   Reserves...............................................................    11

ARTICLE VI     Powers of Officers to Contract With the Corporation....................    11

ARTICLE VII    Indemnification........................................................    12

 Section 7.1   Definitions............................................................    12
 Section 7.2   Right to Indemnification in General....................................    13
 Section 7.3   Proceedings Other Than Proceedings by or in the Right of the
               Corporation............................................................    14
 Section 7.4   Proceedings by or in the Right of the Corporation......................    14
 Section 7.5   Indemnification of a Party Who is Wholly or Partly Successful..........    14
 Section 7.6   Indemnification for Expenses of a Witness..............................    15
 Section 7.7   Advancement of Expenses................................................    15
 Section 7.8   Notification and Defense of Claim......................................    15
 Section 7.9   Procedures.............................................................    16
 Section 7.10  Action by the Corporation..............................................    17
 Section 7.11  Non-Exclusivity........................................................    17
 Section 7.12  Insurance..............................................................    17
 Section 7.13  No Duplicative Payment.................................................    18
 Section 7.14  Expenses of Adjudication...............................................    18
 Section 7.15  Severability...........................................................    18

ARTICLE VIII   Miscellaneous Provisions...............................................    18

 Section 8.1   Certificate of Incorporation...........................................    18
 Section 8.2   Fiscal Year............................................................    18
 Section 8.3   Corporate Seal.........................................................    18
 Section 8.4   Execution of Instruments...............................................    19
 Section 8.5   Voting of Securities...................................................    19
 Section 8.6   Evidence of Authority..................................................    19
 Section 8.7   Corporate Records......................................................    19
 Section 8.8   Charitable Contributions...............................................    19

ARTICLE IX     Amendments.............................................................    19

 Section 9.1   Amendment by Stockholders..............................................    19
 Section 9.2   Amendment by Board of Directors........................................    20


                                       ii



                                     BYLAWS
                                       OF
                          BROOKS-PRI AUTOMATION, INC.

                            (A Delaware Corporation)

                                   ARTICLE I.
                                  STOCKHOLDERS

     Section 1.1.          Annual Meeting. The annual meeting of the
stockholders of the corporation shall be held on such date as shall be fixed by
the Board of Directors, at such time and place within or without the State of
Delaware as may be designated in the notice of meeting. If the day fixed for the
annual meeting shall fall on a legal holiday, the meeting shall be held on the
next succeeding day not a legal holiday. If the annual meeting is omitted on the
day herein provided, a special meeting may be held in place thereof, and any
business transacted at such special meeting in lieu of annual meeting shall have
the same effect as if transacted or held at the annual meeting.

     Section 1.2.          Special Meetings. Special meetings of the
stockholders may be called at any time by the president or by the board of
directors. Special meetings of the stockholders shall be held at such time, date
and place within or outside of the State of Delaware as may be designated in the
notice of such meeting.

     Section 1.3.          Notice of Meeting. A written notice stating the
place, date and hour of each meeting of the stockholders, and, in the case of a
special meeting, the purposes for which the meeting is called, shall be given to
each stockholder entitled to vote at such meeting, and to each stockholder who,
under the Certificate of Incorporation or these Bylaws, is entitled to such
notice, by delivering such notice to such person or leaving it at their
residence or usual place of business, or by mailing it, postage prepaid, and
addressed to such stockholder at his address as it appears upon the books of the
corporation, at least ten (10) days and not more than sixty (60) before the
meeting. Such notice shall be given by the secretary, an assistant secretary, or
any other officer or person designated either by the secretary or by the person
or persons calling the meeting.

         The requirement of notice to any stockholder may be waived (i) by a
written waiver of notice, executed before or after the meeting by the
stockholder or his attorney thereunto duly authorized, and filed with the
records of the meeting, (ii) if communication with such stockholder is unlawful,
(iii) by attendance at the meeting without protesting prior thereto or at its
commencement the lack of notice, or (iv) as otherwise excepted by law. A waiver
of notice of any regular or special meeting of the stockholders need not specify
the purposes of the meeting.

         If a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place, are announced at the
meeting at which the adjournment is taken, except that if the adjournment is for
more than thirty days, or if

                                       1



after the adjournment a new record date is fixed for the adjourned meeting,
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

     Section 1.4.          Quorum. The holders of a majority in interest of all
stock issued, outstanding and entitled to vote at a meeting shall constitute a
quorum. Any meeting may be adjourned from time to time by a majority of the
votes properly cast upon the question, whether or not a quorum is present.

     Section 1.5.          Voting and Proxies. Stockholders shall have one vote
for each share of stock entitled to vote owned by them of record according to
the books of the corporation, unless otherwise provided by law or by the
Certificate of Incorporation. Stockholders may vote either in person or by
written proxy, but no proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period. Proxies shall be filed
with the secretary of the meeting, or of any adjournment thereof. Except as
otherwise limited therein, proxies shall entitle the persons authorized thereby
to vote at any adjournment of such meeting. A proxy purporting to be executed by
or on behalf of a stockholder shall be deemed valid unless challenged at or
prior to its exercise and the burden of proving invalidity shall rest on the
challenger. A proxy with respect to stock held in the name of two or more
persons shall be valid if executed by one of them unless at or prior to exercise
of the proxy the corporation receives a specific written notice to the contrary
from any one of them.

     Section 1.6.          Action at Meeting. When a quorum is present at any
meeting, a plurality of the votes properly cast for election to any office shall
elect to such office, and a majority of the votes properly cast upon any
question other than election to an office shall decide such question, except
where a larger vote is required by law, the Certificate of Incorporation or
these by-laws. No ballot shall be required for any election unless requested by
a stockholder present or represented at the meeting and entitled to vote in the
election.

     Section 1.7.          Action Without Meeting. All action required or
permitted to be taken by the stockholders must be taken at a meeting duly called
and held in accordance with law and in accordance with the Certificate of
Incorporation and these Bylaws. The stockholders cannot act by written consent.

     Section 1.8.          Voting of Shares of Certain Holders. Shares of stock
of the corporation standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent, or proxy as the by-laws of such
corporation may prescribe, or, in the absence of such provision, as the board of
directors of such corporation may determine.

         Shares of stock of the corporation standing in the name of a deceased
person, a minor ward or an incompetent person, may be voted by his
administrator, executor, court-appointed guardian or conservator without a
transfer of such shares into the name of such administrator, executor, court
appointed guardian or conservator. Shares of capital stock

                                       2



of the corporation standing in the name of a trustee or fiduciary may be voted
by such trustee or fiduciary.

         Shares of stock of the corporation standing in the name of a receiver
may be voted by such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer thereof into his
name if authority so to do be contained in an appropriate order of the court by
which such receiver was appointed.

         A stockholder whose shares are pledged shall be entitled to vote such
shares unless in the transfer by the pledgor on the books of the corporation he
expressly empowered the pledgee to vote thereon, in which case only the pledgee
or its proxy shall be entitled to vote the shares so transferred.

         Shares of its own stock belonging to this corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time, but shares
of its own stock held by the corporation in a fiduciary capacity may be voted
and shall be counted in determining the total number of outstanding shares.

     Section 1.9.          Stockholder Lists. The secretary (or the
corporation's transfer agent or other person authorized by these Bylaws or by
law) shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

                                   ARTICLE II.
                               BOARD OF DIRECTORS

     Section 2.1.          Powers. Except as reserved to the stockholders by
law, by the Certificate of Incorporation or by these Bylaws, the business of the
corporation shall be managed under the direction of the board of directors,
which shall have and may exercise all of the powers of the corporation. In
particular, and without limiting the foregoing, the board of directors shall
have the power to issue or reserve for issuance from time to time the whole or
any part of the capital stock of the corporation which may be authorized from
time to time to such person, for such consideration and upon such terms and
conditions as it shall determine, including the granting of options, warrants or
conversion or other rights to stock.

     Section 2.2.          Number of Directors: Qualifications. Except as
provided in Section 2.6 hereof, the board of directors shall consist of such
number of directors as

                                       3



shall be fixed initially by the incorporator(s) and thereafter by the board of
directors before each annual or special meeting of the stockholders. No director
need be a stockholder.

     Section 2.3.          Nomination of Directors. Nominations for the election
of directors at an annual meeting of the stockholders, or special meeting in
lieu of the annual meeting, may be made by the board of directors or a committee
appointed by the board of directors or by any stockholder entitled to vote in
the election of directors at the meeting. Stockholders entitled to vote in such
election may nominate one or more persons for election as directors only if
written notice of such stockholder's intent to make such nomination or
nominations has been given either by personal delivery, overnight (receipted)
courier or by United States mail, postage prepaid, to the secretary of the
corporation not later than ninety days prior to the anniversary date of the
immediately preceding annual meeting or special meeting in lieu thereof. Such
notice shall set forth: (a) the name and address of the stockholder who intends
to make the nomination and of the persons or person to be nominated; (b) a
representation that the stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder; (d) such other information regarding each nominee proposed by
such stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission; and (e)
the consent of each nominee to serve as a director of the corporation if so
elected. The presiding officer of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.

     Section 2.4.          Election of Directors. The initial board of directors
shall be designated in the certificate of incorporation, or if not so
designated, elected by the incorporator(s) at the first meeting thereof.
Thereafter, directors shall be elected by the stockholders at their annual
meeting or at any special meeting the notice of which specifies the election of
directors as an item of business for such meeting.

     Section 2.5.          Vacancies. In the case of any vacancy in the board of
directors from death, resignation, disqualification or other cause, including a
vacancy resulting from enlargement of the board, the election of a director to
fill such vacancy shall be by vote of a majority of the directors then in
office, whether or not constituting a quorum. The director thus elected shall
hold office until the election of his successor.

     Section 2.6.          Change in Size of the Board. The number of the board
of directors may be changed by vote of a majority of the directors then in
office or by the stockholders by vote of eighty percent (80%) of the shares of
voting stock outstanding.

     Section 2.7.          Tenure and Resignation. Except as otherwise provided
by law, by the Certificate of Incorporation or by these Bylaws, directors shall
hold office until the next annual meeting of stockholders and thereafter until
their successors are chosen and

                                       4



qualified. Any director may resign by delivering or mailing postage prepaid a
written resignation to the corporation at its principal office or to the
chairman of the board, if any, president, secretary or assistant secretary, if
any. Such resignation shall be effective upon receipt unless it is specified to
be effective at some other time or upon the happening of some other event.

     Section 2.8.          Removal. A director may be removed from office only
for cause (a) by vote of the holders of eighty percent (80%) of the voting stock
outstanding or (b) by vote of a majority of the directors then in office, and
only after reasonable notice and opportunity to be heard before the body
proposing to remove him.

     Section 2.9.          Meetings. Regular meetings of the board of directors
may be held without call or notice at such times and such places within or
without the State of Delaware as the Board may, from time to time, determine,
provided that notice of the first regular meeting following any such
determination shall be given to directors absent from such determination. A
regular meeting of the board of directors shall be held without notice
immediately after, and at the same place as, the annual meeting of the
stockholders or the special meeting of the stockholders held in place of such
annual meeting, unless a quorum of the directors is not then present. Special
meetings of the board of directors may be held at any time and at any place
designated in the call of the meeting when called by the chairman of the board,
the president, or a majority of the directors. Members of the board of directors
or any committee elected thereby may participate in a meeting of such board or
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
at the same time, and participation by such means shall constitute presence in
person at the meeting.

     Section 2.10.         Notice of Meeting. It shall be sufficient notice to a
director to send notice by mail at least seventy-two (72) hours before the
meeting addressed to such person at his usual or last known business or
residence address or to give notice to such person in person or by telephone at
least twenty-four (24) hours before the meeting. Notice shall be given by the
secretary, or in his absence or unavailability, may be given by an assistant
secretary, if any, or by the officer or directors calling the meeting. The
requirement of notice to any director may be waived by a written waiver of
notice, executed by such person before or after the meeting or meetings, and
filed with the records of the meeting, or by attendance at the meeting without
protesting prior thereto or at its commencement the lack of notice. A notice or
waiver of notice of a directors' meeting need not specify the purposes of the
meeting.

     Section 2.11.         Agenda. Any lawful business may be transacted at a
meeting of the board of directors, notwithstanding the fact that the nature of
the business may not have been specified in the notice or waiver of notice of
the meeting.

     Section 2.12.         Quorum. At any meeting of the board of directors, a
majority of the directors then in office shall constitute a quorum for the
transaction of business. Any meeting may be adjourned by a majority of the votes
cast upon the question, whether or not a quorum is present, and the meeting may
be held as adjourned without further notice.

                                       5



     Section 2.13.         Action at Meeting. Any motion adopted by vote of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the board of directors, except where a different vote is
required by law, by the Certificate of Incorporation or by these Bylaws. The
assent in writing of any director to any vote or action of the directors taken
at any meeting, whether or not a quorum was present and whether or not the
director had or waived notice of the meeting, shall have the same effect as if
the director so assenting was present at such meeting and voted in favor of such
vote or action.

     Section 2.14.         Action Without Meeting. Any action by the directors
may be taken without a meeting if all of the directors consent to the action in
writing and the consents are filed with the records of the directors' meetings.
Such consent shall be treated for all purposes as a vote of the directors at a
meeting.

     Section 2.15.         Committees. The board of directors may, by the
affirmative vote of a majority of the directors then in office, appoint an
executive committee or other committees consisting of one or more directors and
may by vote delegate to any such committee some or all of their powers except
those which by law, the Certificate of Incorporation or these Bylaws they may
not delegate, hi the absence or disqualification of a member of a committee, the
members of the committee present and not disqualified, whether or not they
constitute a quorum, may by unanimous vote appoint another member of the board
of directors to act at the meeting in place of the absence or disqualified
member. Unless the board of directors shall otherwise provide, any such
committee may make rules for the conduct of its business, but unless otherwise
provided by the board of directors or such rules, its meetings shall be called,
notice given or waived, its business conducted or its action taken as nearly as
may be in the same manner as is provided in these Bylaws with respect to
meetings or for the conduct of business or the taking of actions by the board of
directors. The board of directors shall have power at any time to fill vacancies
in, change the membership of, or discharge any such committee at any time. The
board of directors shall have power to rescind any action of any committee, but
no such rescission shall have retroactive effect.

                                  ARTICLE III.
                                    OFFICERS

     Section 3.2.          Election. The president, treasurer and secretary
shall be elected annually by the directors at their first meeting following the
annual meeting of the stockholders or any special meeting held in lieu of the
annual meeting. Other officers may be chosen by the directors at such meeting or
at any other meeting.

     Section 3.3.          Qualification. An officer may, but need not, be a
director or stockholder. Any two or more offices may be held by the same person.
Any officer may

                                       6



be required by the directors to give bond for the faithful performance of his
duties to the corporation in such amount and with such sureties as the directors
may determine. The premiums for such bonds may be paid by the corporation.

     Section 3.4.          Tenure. Except as otherwise provided by the
Certificate of Incorporation or these Bylaws, the term of office of each officer
shall be for one year or until his successor is elected and qualified or until
his earlier resignation or removal.

     Section 3.5.          Removal. Any officer may be removed from office, with
or without cause, by the affirmative vote of a majority of the directors then in
office; provided, however, that an officer may be removed for cause only after
reasonable notice and opportunity to be heard by the board of directors prior to
action thereon.

     Section 3.6.          Resignation. Any officer may resign by delivering or
mailing postage prepaid a written resignation to the corporation at its
principal office or to the president, secretary, or assistant secretary, if any,
and such resignation shall be effective upon receipt unless it is specified to
be effective at some other time or upon the happening of some event.

     Section 3.7.          Vacancies. A vacancy in any office arising from any
cause may be filled for the unexpired portion of the term by the board of
directors.

     Section 3.8.          Chairman of the Board. The board of directors may
appoint a chairman of the board and may designate the chairman of the board as
chief executive officer. If the board of directors appoints a chairman of the
board, he shall perform such duties and possess such powers as are assigned to
him by the board of directors.

     Section 3.9.          President. The president shall be the chief executive
officer of the corporation, unless a chairman of the board is so designated.
Unless a chairman of the board is so designated or except as otherwise voted by
the board of directors, the president shall preside at all meetings of the
stockholders and of the board of directors at which present. The president shall
have such duties and powers as are commonly incident to the office and such
duties and powers as the board of directors shall from time to time designate.

     Section 3.10.         Vice-President(s). The vice-president(s), if any,
shall have such powers and perform such duties as the board of directors may
from time to time determine.

     Section 3.11.         Chief Financial Officer, Treasurer and Assistant
Treasurers. The treasurer or if the board of directors so determines, the
vice-president, finance or the chief financial officer, subject to the direction
and under the supervision and control of the board of directors, shall have
general charge of the financial affairs of the corporation. The treasurer shall
have custody of all funds, securities and valuable papers of the corporation,
except as the board of directors may otherwise provide. The treasurer shall keep
or cause to be kept full and accurate records of account which shall be the
property of the corporation, and which shall be always open to the inspection of
each elected officer and director of the corporation. The treasurer shall
deposit or cause to be

                                       7



deposited all funds of the corporation in such depository or depositories as may
be authorized by the board of directors. The treasurer shall have the power to
endorse for deposit or collection all notes, checks, drafts, and other
negotiable instruments payable to the corporation. The treasurer shall perform
such other duties as are incidental to the office, and such other duties as may
be assigned by the board of directors. All of the duties of the treasurer may be
performed by the vice-president, finance and/or the chief financial officer, in
the discretion of the board of directors.

         Assistant treasurers, if any, shall have such powers and perform such
duties as the board of directors may from time to time determine.

     Section 3.12.         Secretary and Assistant Secretaries. The secretary or
an assistant secretary shall record, or cause to be recorded, all proceedings of
the meetings of the stockholders and directors (including committees thereof) in
the book of records of this corporation. The record books shall be open at
reasonable times to the inspection of any stockholder, director, or officer. The
secretary or an assistant secretary shall notify the stockholders and directors,
when required by law or by these Bylaws, of their respective meetings, and shall
perform such other duties as the directors and stockholders may from time to
time prescribe. The secretary or an assistant secretary shall have the custody
and charge of the corporate seal, and shall affix the seal of the corporation to
all instruments requiring such seal, and shall certify under the corporate seal
the proceedings of the directors and of the stockholders, when required. In the
absence of the secretary or an assistant secretary at any such meeting, a
temporary secretary shall be chosen who shall record the proceedings of the
meeting in the aforesaid books.

         Assistant secretaries, if any, shall have such powers and perform such
duties as the board of directors may from time to time designate.

     Section 3.13.         Other Powers and Duties. Subject to these Bylaws and
to such limitations as the board of directors may from time to time prescribe,
the officers of the corporation shall each have such powers and duties as
generally pertain to their respective offices, as well as such powers and duties
as from time to time may be conferred by the board of directors.

                                   ARTICLE IV.
                                 CAPITAL STOCK

     Section 4.1.          Stock Certificates. Each stockholder shall be
entitled to a certificate representing the number of shares of the capital stock
of the corporation owned by such person in such form as shall, in conformity to
law, be prescribed from time to time by the board of directors. Each certificate
shall be signed by the president or vice-president and treasurer or assistant
treasurer or such other officers designated by the board of directors from time
to time as permitted by law, shall bear the seal of the corporation, and shall
express on its face its number, date of issue, class, the number of shares for
which, and the name of the person to whom, it is issued. The corporate seal and
any or all of the signatures of corporation officers may be facsimile if the
stock

                                       8



certificate is manually counter-signed by an authorized person on behalf of a
transfer agent or registrar other than the corporation or its employee.

         If an officer, transfer agent or registrar who has signed, or whose
facsimile signature has been placed on, a certificate shall have ceased to be
such before the certificate is issued, it may be issued by the corporation with
the same effect as if he were such officer, transfer agent or registrar at the
time of its issue.

     Section 4.2.          Transfer of Shares. Title to a certificate of stock
and to the shares represented thereby shall be transferred only on the books of
the corporation by delivery to the corporation or its transfer agent of the
certificate properly endorsed, or by delivery of the certificate accompanied by
a written assignment of the same, or a properly executed written power of
attorney to sell, assign or transfer the same or the shares represented thereby.
Upon surrender of a certificate for the shares being transferred, a new
certificate or certificates shall be issued according to the interests of the
parties.

     Section 4.3.          Record Holders. Except as otherwise may be required
by law, by the Certificate of Incorporation or by these Bylaws, the corporation
shall be entitled to treat the record holder of stock as shown on its books as
the owner of such stock for all purposes, including the payment of dividends and
the right to receive notice and to vote with respect thereto, regardless of any
transfer, pledge or other disposition of such stock, until the shares have been
transferred on the books of the corporation in accordance with the requirements
of these Bylaws.

         It shall be the duty of each stockholder to notify the corporation of
his post office address.

     Section 4.4.          Record Date. In order that the corporation may
determine the stockholders entitled to receive notice of or to vote at any
meeting of stockholders or any adjournments thereof, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock or for the purpose of any other lawful action, the board of directors
may fix, in advance, a record date, which shall not be more than sixty days
prior to the date of such meeting nor more than sixty days prior to any other
action. In such case only stockholders of record on such record date shall be so
entitled notwithstanding any transfer of stock on the books of the corporation
after the record date.

         If no record date is fixed: (i) the record date for determining
stockholders entitled to receive notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held; and (ii) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the board of directors adopts the resolution
relating thereto.

                                       9



     Section 4.5.          Transfer Agent and Registrar for Shares of stock of
the Corporation. The board of directors may appoint a transfer agent and a
registrar of the shares of stock of the corporation. Any transfer agent so
appointed shall maintain, among other records, a stockholders' ledger, setting
forth the names and addresses of the holders of all issued shares of stock of
the corporation, the number of shares held by each, the certificate numbers
representing such shares, and the date of issue of the certificates representing
such shares. Any registrar so appointed shall maintain, among other records, a
share register, setting forth the total number of shares of each class of shares
which the corporation is authorized to issue and the total number of shares
actually issued. The stockholders' ledger and the share register are hereby
identified as the stock transfer books of the corporation; but as between the
stockholders' ledger and the share register, the names and addresses of
stockholders, as they appear on the stockholders' ledger maintained by the
transfer agent shall be the official list of stockholders of record of the
corporation. The name and address of each stockholder of record, as they appear
upon the stockholders' ledger, shall be conclusive evidence of who are the
stockholders entitled to receive notice of the meetings of stockholders, to vote
at such meetings, to examine a complete list of the stockholders entitled to
vote at meetings, and to own, enjoy and exercise any other property or rights
deriving from such shares against the corporation. Stockholders, but not the
corporation, or its directors, officers, agents or attorneys, shall be
responsible for notifying the transfer agent, in writing, of any changes in
their names or addresses from time to time, and failure to do so will relieve
the corporation, its other stockholders, directors, officers, agents and
attorneys, and its transfer agent and registrar, of liability for failure to
direct notices or other documents, or pay over or transfer dividends or other
property or rights, to a name or address other than the name and address
appearing in the stockholders' ledger maintained by the transfer agent.

     Section 4.6.          Loss of Certificates. In case of the loss,
destruction or mutilation of a certificate of stock, a replacement certificate
may be issued in place thereof upon such terms as the board of directors may
prescribe, including, in the discretion of the board of directors, a requirement
of bond and indemnity to the corporation.

     Section 4.7.          Restrictions on Transfer. Every certificate for
shares of stock which are subject to any restriction on transfer, whether
pursuant to the Certificate of Incorporation, the Bylaws or any agreement to
which the corporation is a party, shall have the fact of the restriction noted
conspicuously on the certificate and shall also set forth on the face or back
either the full text of the restriction or a statement that the corporation will
furnish a copy to the holder of such certificate upon written request and
without charge.

     Section 4.8.          Multiple Classes of Stock. The amount and classes of
the capital stock and the par value, if any, of the shares, shall be as fixed in
the Certificate of Incorporation. At all times when there are two or more
classes of stock, the several classes of stock shall conform to the description
and the terms and have the respective preferences, voting powers, restrictions
and qualifications set forth in the Certificate of Incorporation and these
Bylaws. Every certificate issued when the corporation is authorized to issue
more than one class or series of stock shall set forth on its face or back

                                       10



either (i) the full text of the preferences, voting powers, qualifications and
special and relative rights of the shares of each class and series authorized to
be issued, or (ii) a statement of the existence of such preferences, powers,
qualifications and rights, and a statement that the corporation will furnish a
copy thereof to the holder of such certificate upon written request and without
charge.

                                   ARTICLE V.
                                   DIVIDENDS

     Section 5.1.          Declaration of Dividends. Except as otherwise
required by law or by the Certificate of Incorporation, the board of directors
may, in its discretion, declare what, if any, dividends shall be paid from the
surplus or from the net profits of the corporation for the current or preceding
fiscal year, or as otherwise permitted by law. Dividends may be paid in cash, in
property, in shares of the corporation's stock, or in any combination thereof.
Dividends shall be payable upon such dates as the board of directors may
designate.

     Section 5.2.          Reserves. Before the payment of any dividend and
before making any distribution of profits, the board of directors, from time to
time and in its absolute discretion, shall have power to set aside out of the
surplus or net profits of the corporation such sum or sums as the board of
directors deems proper and sufficient as a reserve fund to meet contingencies or
for such other purpose as the board of directors shall deem to be in the best
interests of the corporation, and the board of directors may modify or abolish
any such reserve.

                                   ARTICLE VI.
               POWERS OF OFFICERS TO CONTRACT WITH THE CORPORATION

         Any and all of the directors and officers of the corporation,
notwithstanding their official relations to it, may enter into and perform any
contract or agreement of any nature between the corporation and themselves, or
any and all of the individuals from time to time constituting the board of
directors of the corporation, or any firm or corporation in which any such
director may be interested, directly or indirectly, whether such individual,
firm or corporation thus contracting with the corporation shall thereby derive
personal or corporate profits or benefits or otherwise; provided, that (i) the
material facts of such interest are disclosed or are known to the board of
directors or committee thereof which authorizes such contract or agreement; (ii)
if the material facts as to such person's relationship or interest are disclosed
or are known to the stockholders entitled to vote thereon, and the contract is
specifically approved in good faith by a vote of the stockholders; or (iii) the
contract or agreement is fair as to the corporation as of the time it is
authorized, approved or ratified by the board of directors, a committee thereof,
or the stockholders. Any director of the corporation who is interested in any
transaction as aforesaid may nevertheless be counted in determining the
existence of a quorum at any meeting of the board of directors which shall
authorize or ratify any such transaction. This Article shall not be construed to
invalidate any contract or other transaction which would otherwise be valid
under the common or statutory law applicable thereto.

                                       11



                                  ARTICLE VII.
                                 INDEMNIFICATION

     Section 7.1.          Definitions. For purposes of this Article VII the
following terms shall have the meanings indicated:

         "Corporate Status" describes the status of a person who is or was a
director, officer, employee, agent, trustee or fiduciary of the Corporation or
of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise which such person is or was serving at the express
written request of the corporation.

         "Court" means the Court of Chancery of the State of Delaware, the court
in which the Proceeding in respect of which indemnification is sought by a
Covered Person shall have been brought or is pending, or another court having
subject matter jurisdiction and personal jurisdiction over the parties.

         "Covered Person" means a person who is a present or former director or
Officer of the corporation and shall include such person's legal
representatives, heirs, executors and administrators.

         "Disinterested" describes any individual, whether or not that
individual is a director, Officer, employee or agent of the corporation, who is
not and was not and is not threatened to be made a party to the Proceeding in
respect of which indemnification, advancement of Expenses or other action is
sought by a Covered Person.

         "Expenses" shall include, without limitation, all reasonable attorneys'
fees, retainers, court costs, transcript costs, fees of experts, witness fees,
travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, and all other disbursements or expenses
of the types customarily incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating or being or preparing to be a
witness in a Proceeding.

         "Good Faith" shall mean a Covered Person having acted in good faith and
in a manner such Covered Person reasonably believed to be in or not opposed to
the best interests of the corporation or, in the case of an employee benefit
plan, the best interests of the participants or beneficiaries of said plan, as
the case may be, and, with respect to any Proceeding which is criminal in
nature, having had no reasonable cause to believe such Covered Person's conduct
was unlawful.

         "Improper Personal Benefit" shall include, but not be limited to, the
personal gain in fact by reason of a person's Corporate Status of a financial
profit, monies or other advantage not also accruing to the benefit of the
corporation or to the stockholders generally and which is unrelated to his usual
compensation including, but not limited to, such profit, monies or other
advantage gained (i) in exchange for the exercise of influence over the
corporation's affairs, (ii) as a result of the diversion of corporate
opportunity, or (iii) pursuant to the use or communication of confidential or
inside information for the purpose of generating a profit from trading in the
corporation's securities. Notwithstanding the foregoing, "Improper Personal
Benefit" shall not include

                                       12



any benefit, directly or indirectly, related to actions taken in order to
evaluate, discourage, resist, prevent or negotiate any transaction with or
proposal from any person or entity seeking control of, or a controlling interest
in, the corporation.

         "Independent Counsel" means a law firm, or a member of a law firm, that
is experienced in matters of corporation law and may include law firms or
members thereof that are regularly retained by the corporation but not by any
other party to the Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall
not include any person who, under the standards of professional conduct then
prevailing and applicable to such counsel, would have a conflict of interest in
representing either the corporation or the Covered Person in an action to
determine the Covered Person's rights under this Article.

         "Officer" means the chairman of the board, the president, vice
presidents, treasurer, assistant treasurer(s), secretary, assistant secretary
and such other executive officers as are appointed by the board of directors of
the corporation and explicitly entitled to indemnification hereunder.

         "Proceeding" includes any actual, threatened or completed action, suit,
arbitration, alternate dispute resolution mechanism, investigation (including
any internal corporate investigation), administrative hearing or any other
proceeding, whether civil, criminal, administrative or investigative, other than
one initiated by the Covered Person, but including one initiated by a Covered
Person for the purpose of enforcing such Covered Person's rights under this
Article to the extent provided in Section 7.14 of this Article. "Proceeding"
shall not include any counterclaim brought by any Covered Person other than one
arising out of the same transaction or occurrence that is the subject matter of
the underlying claim.

     Section 7.2.          Right to Indemnification in General.

         (a)      Covered Persons. The corporation may indemnify, and may
advance Expenses, to each Covered Person who is a party to, was or is threatened
to be made a party to, or is otherwise involved in any Proceeding, as provided
in this Article and to the fullest extent permitted by applicable law in effect
on the date hereof and to such greater extent as applicable law may hereafter
from time to time permit.

         The indemnification provisions in this Article shall be deemed to be a
contract between the corporation and each Covered Person who serves in any
Corporate Status at any time while these provisions as well as the relevant
provisions of the Delaware General Corporation Law are in effect, and any repeal
or modification thereof shall not affect any right or obligation then existing
with respect to any state of facts then or previously existing or any Proceeding
previously or thereafter brought or threatened based in whole or in part upon
any such state of facts. Such a contract right may not be modified retroactively
without the consent of such Covered Person.

         (b)      Employees and Agents. The corporation may, to the extent
authorized from time to time by the board of directors, grant indemnification
and the advancement

                                       13



of Expenses to any employee or agent of the corporation to the fullest extent of
the provisions of this Article with respect to the indemnification and
advancement of Expenses of Covered Persons.

     Section 7.3.          Proceedings Other Than Proceedings by or in the Right
of the Corporation. Each Covered Person may be entitled to the rights of
indemnification provided in this Section 7.3 if, by reason of such Covered
Person's Corporate Status, such Covered Person is a party to, was or is
threatened to be made a party to, or is otherwise involved in any Proceeding,
other than a Proceeding by or in the right of the corporation. Each Covered
Person may be indemnified against Expenses, judgments, penalties, fines and
amounts paid in settlement, actually and reasonably incurred by such Covered
Person or on such Covered Person's behalf in connection with such Proceeding or
any claim, issue or matter therein, if such Covered Person acted in Good Faith
and such Covered Person has not been adjudged during the course of such
proceeding to have derived an Improper Personal Benefit from the transaction or
occurrence forming the basis of such Proceeding.

     Section 7.4.          Proceedings by or in the Right of the Corporation.
Each Covered Person may be entitled to the rights of indemnification provided in
this Section 7.4 if, by reason of such Covered Person's Corporate Status, such
Covered Person is a party to, or is threatened to be made a party to, or is
otherwise involved in any Proceeding brought by or in the right of the
corporation to procure a judgment in its favor. Such Covered Person may be
indemnified against Expenses, judgments, penalties, and amounts paid in
settlement, actually and reasonably incurred by such Covered Person or on such
Covered Person's behalf in connection with such Proceeding if such Covered
Person acted in Good Faith and such Covered Person has not been adjudged during
the course of such proceeding to have derived an Improper Personal Benefit from
the transaction or occurrence forming the basis of such Proceeding.
Notwithstanding the foregoing, no such indemnification shall be made in respect
of any claim, issue or matter in such Proceeding as to which such Covered Person
shall have been adjudged to be liable to the corporation if applicable law
prohibits such indemnification; provided, however, that, if applicable law so
permits, indemnification shall nevertheless be made by the corporation in such
event if and only to the extent that the Court which is considering the matter
shall so determine.

     Section 7.5.          Indemnification of a Party Who is Wholly or Partly
Successful. Notwithstanding any provision of this Article to the contrary, to
the extent that a Covered Person is, by reason of such Covered Person's
Corporate Status, a party to or is otherwise, involved in and is successful, on
the merits or otherwise, in any Proceeding, such Covered Person shall be
indemnified to the maximum extent permitted by law, against all Expenses,
judgments, penalties, fines, and amounts paid in settlement, actually and
reasonably incurred by such Covered Person or on such Covered Person's behalf in
connection therewith. If such Covered Person is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more but
less than all claims, issues or matters in such Proceeding, the corporation
shall indemnify such Covered Person to the maximum extent permitted by law,
against all Expenses, judgments, penalties, fines, and amounts paid in
settlement, actually and reasonably

                                       14



incurred by such Covered Person or on such Covered Person's behalf in connection
with each successfully resolved claim, issue or matter. For purposes of this
Section 7.5 and without limitation, the termination of any claim, issue or
matter in such a Proceeding by dismissal, with or without prejudice, shall be
deemed to be a successful result as to such claim, issue or matter.

     Section 7.6.          Indemnification for Expenses of a Witness.
Notwithstanding any provision of this Article to the contrary, to the extent
that a Covered Person is, by reason of such Covered Person's Corporate Status, a
witness in any Proceeding, such Covered Person shall be indemnified against all
Expenses actually and reasonably incurred by such Covered Person or on such
Covered Person's behalf in connection therewith.

     Section 7.7.          Advancement of Expenses. Notwithstanding any
provision of this Article to the contrary, the corporation may advance all
reasonable Expenses which, by reason of a Covered Person's Corporate Status,
were incurred by or on behalf of such Covered Person in connection with any
Proceeding, within thirty (30) days after the receipt by the corporation of a
statement or statements from such Covered Person requesting such advance or
advances, whether prior to or after final disposition of such Proceeding. Such
statement or statements shall reasonably evidence the Expenses incurred by the
Covered Person and shall include or be preceded or accompanied by an undertaking
by or on behalf of the Covered Person to repay any Expenses if such Covered
Person shall be adjudged to be not entitled to be indemnified against such
Expenses. Any advance and undertaking to repay pursuant to this Section 7.7 may
be unsecured interest-free, as the corporation sees fit. Advancement of Expenses
pursuant to this Section 7.7 shall not require approval of the board of
directors or the stockholders of the corporation, or of any other person or
body. The secretary of the corporation shall promptly advise the Board in
writing of the request for advancement of Expenses, of the amount and other
details of the request and of the undertaking to make repayment provided
pursuant to this Section 7.7.

     Section 7.8.          Notification and Defense of Claim. Promptly after
receipt by a Covered Person of notice of the commencement of any Proceeding,
such Covered Person shall, if a claim is to be made against the corporation
under this Article, notify the corporation of the commencement of the
Proceeding. The failure to notify the corporation will not relieve the
corporation from any liability which it may have to such Covered Person
otherwise than under this Article. With respect to any such Proceedings to which
such Covered Person notifies the corporation:

         (a)      The corporation will be entitled to participate in the defense
at its own expense.

         (b)      Except as otherwise provided below in this subparagraph (b),
the corporation (jointly with any other indemnifying party similarly notified)
will be entitled to assume the defense with counsel reasonably satisfactory to
the Covered Person. After notice from the corporation to the Covered Person of
its election to assume the defense of a suit, the corporation will not be liable
to the Covered Person under this Article for any legal or other expenses
subsequently incurred by the Covered Person in connection with

                                       15



the defense of the Proceeding other than reasonable costs of investigation or as
otherwise provided below in this subparagraph (b). The Covered Person shall have
the right to employ his own counsel in such Proceeding but the fees and expenses
of such counsel incurred after notice from the corporation of its assumption of
the defense shall be at the expense of the Covered Person except as provided in
this paragraph. The fees and expenses of counsel shall be at the expense of the
corporation if (i) the employment of counsel by the Covered Person has been
authorized by the corporation, (ii) the Covered Person shall have concluded
reasonably that there may be a conflict of interest between the corporation and
the Covered Person in the conduct of the defense of such action and such
conclusion is confirmed in writing by the corporation's outside counsel
regularly employed by it in connection with corporate matters, or (iii) the
corporation shall not in fact have employed counsel to assume the defense of
such Proceeding. The corporation shall be entitled to participate in, but shall
not be entitled to assume the defense of any Proceeding brought by or in the
right of the corporation or as to which the Covered Person shall have made the
conclusion provided for in (ii) above and such conclusion shall have been so
confirmed by the corporation's said outside counsel.

         (c)      Notwithstanding any provision of this Article to the contrary,
the corporation shall not be obligated to indemnify the Covered Person under
this Article for any amounts paid in settlement of any Proceeding effected
without its written consent. The corporation shall not settle any Proceeding or
claim in any manner which would impose any penalty, limitation or
disqualification of the Covered Person for any purpose without such Covered
Person's written consent. Neither the corporation nor the Covered Person will
unreasonably withhold their consent to any proposed settlement.

         (d)      If it is determined that the Covered Person is entitled to
indemnification other than as afforded under subparagraph (b) above, payment to
the Covered Person of the additional amounts for which he is to be indemnified
shall be made within ten (10) days after such determination.

     Section 7.9.          Procedures.

         (a)      Method of Determination. A determination (as provided for by
this Article or if required by applicable law in the specific case) with respect
to a Covered Person's entitlement to indemnification shall be made either (i) by
the board of directors by a majority vote of a quorum consisting of
Disinterested directors, or (ii) in the event that a quorum of the board of
directors consisting of Disinterested directors is not obtainable or, even if
obtainable, such quorum of Disinterested directors so directs, by Independent
Counsel in a written determination to the board of directors, a copy of which
shall be delivered to the Covered Person seeking indemnification, (iii) by a
special litigation committee of the board of directors appointed by the board,
or (iv) by the vote of the holders of a majority of the corporation's capital
stock outstanding at the time entitled to vote thereon.

         (b)      Initiating Request. A Covered Person who seeks indemnification
under this Article shall submit a Request for Indemnification, including such
documentation and information as is reasonably available to such Covered Person
and is reasonably

                                       16



necessary to determine whether and to what extent such Covered Person is
entitled to indemnification.

         (c)      Presumptions. In making a determination with respect to
entitlement to indemnification hereunder, the person or persons or entity making
such determination shall not presume that the Covered Person is or is not
entitled to indemnification under this Article.

         (d)      Burden of Proof. Each Covered Person shall bear the burden of
going forward and demonstrating sufficient facts to support his claim for
entitlement to indemnification under this Article. That burden shall be deemed
satisfied by the submission of an initial Request for Indemnification pursuant
to Section 7.9(b) above.

         (e)      Effect of Other Proceedings. The termination of any Proceeding
or of any claim, issue or matter therein, by judgment, order, settlement or
conviction, or upon a plea of guilty or of nolo contendere or its equivalent,
shall not (except as otherwise expressly provided in this Article) of itself
adversely affect the right of a Covered Person to indemnification or create a
presumption that a Covered Person did not act in Good Faith.

         (f)      Actions of Others. The knowledge, actions, or failure to act,
of any director, officer, employee, agent, trustee or fiduciary of the
enterprise for whose daily activities the Covered Person was actually
responsible may be imputed to the Covered Person for purposes of determining the
right to indemnification under this Article.

     Section 7.10.         Action by the Corporation. Any action, payment,
advance determination other than a determination made pursuant to Section 7.9(a)
above, authorization, requirement, grant of indemnification or other action
taken by the Corporation pursuant to this Article shall be effected exclusively
through any Disinterested person so authorized by the board of directors of the
corporation, including the president or any vice president of the corporation.

     Section 7.11.         Non-Exclusivity. The rights of indemnification and to
receive advancement of Expenses as provided by this Article shall not be deemed
exclusive of any other rights to which a Covered Person may at any time be
entitled under applicable law, the Certificate of Incorporation, these Bylaws,
any agreement, a vote of stockholders or a resolution of the board of directors,
or otherwise. No amendment, alteration, rescission or replacement of this
Article or any provision hereof shall be effective as to any Covered Person with
respect to any action taken or omitted by such Covered Person in such Covered
Person's Corporate Status or with respect to any state of facts then or
previously existing or any Proceeding previously or thereafter brought or
threatened based in whole or to the extent based in part upon any such state of
facts existing prior to such amendment, alteration, rescission or replacement.

     Section 7.12.         Insurance. The corporation may maintain, at its
expense, an insurance policy or policies to protect itself and any Covered
Person, officer, employee or agent of the corporation or another enterprise
against liability arising out of this Article or

                                       17



otherwise, whether or not the corporation would have the power to indemnify any
such person against such liability under the Delaware General Corporation Law.

     Section 7.13.         No Duplicative Payment. The corporation shall not be
liable under this Article to make any payment of amounts otherwise indemnifiable
hereunder if and to the extent that a Covered Person has otherwise actually
received such payment under any insurance policy, contract, agreement or
otherwise.

     Section 7.14.         Expenses of Adjudication. In the event that any
Covered Person seeks a judicial adjudication, or an award in arbitration, to
enforce such Covered Person's rights under, or to recover damages for breach of,
this Article, the Covered Person shall be entitled to recover from the
corporation, and shall be indemnified by the corporation against, any and all
expenses (of the types described in the definition of Expenses in Section 7.1 of
this Article) actually and reasonably incurred by such Covered Person in seeking
such adjudication or arbitration, but only if such Covered Person prevails
therein. If it shall be determined in such adjudication or arbitration that the
Covered Person is entitled to receive part but not all of the indemnification of
expenses sought, the expenses incurred by such Covered Person in connection with
such adjudication or arbitration shall be appropriately prorated.

     Section 7.15.         Severability. If any provision or provisions of this
Article shall be held to be invalid, illegal or unenforceable for any reason
whatsoever:

         (a)      the validity, legality and enforceability of the remaining
provisions of this Article (including without limitation, each portion of any
Section of this Article containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby; and

         (b)      to the fullest extent possible, the provisions of this Article
(including, without limitation, each portion of any Section of this Article
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall be construed so as to
give effect to the intent manifested by the provision held invalid, illegal or
unenforceable.

                                  ARTICLE VIII.
                            MISCELLANEOUS PROVISIONS

     Section 8.1.          Certificate of Incorporation. All references in these
Bylaws to the Certificate of Incorporation shall be deemed to refer to the
Certificate of Incorporation of the corporation, as amended and in effect from
time to time.

     Section 8.2.          Fiscal Year. Except as from time to time otherwise
provided by the board of directors, the fiscal year of the corporation shall end
on September 30th of each year.

     Section 8.3.          Corporate Seal. The board of directors shall have the
power to adopt and alter the seal of the corporation.

                                       18



     Section 8.4.          Execution of Instruments. All deeds, leases,
transfers, contracts, bonds, notes, and other obligations authorized to be
executed by an officer of the corporation on its behalf shall be signed by the
president or the treasurer except as the board of directors may generally or in
particular cases otherwise determine.

     Section 8.5.          Voting of Securities. Unless the board of directors
otherwise provides, the president or the treasurer may waive notice of and act
on behalf of this corporation, or appoint another person or persons to act as
proxy or attorney in fact for this corporation with or without discretionary
power and/or power of substitution, at any meeting of stockholders or
shareholders of any other corporation or organization, any of whose securities
are held by this corporation.

     Section 8.6.          Evidence of Authority. A certificate by the secretary
or any assistant secretary as to any action taken by the stockholders, directors
or any officer or representative of the corporation shall, as to all persons who
rely thereon in good faith, be conclusive evidence of such action. The exercise
of any power which by law, by the Certificate of Incorporation, or by these
Bylaws, or under any vote of the stockholders or the board of directors, may be
exercised by an officer of the corporation only in the event of absence of
another officer or any other contingency shall bind the corporation in favor of
anyone relying thereon in good faith, whether or not such absence or contingency
existed.

     Section 8.7.          Corporate Records. The original, or attested copies,
of the Certificate of Incorporation, Bylaws, records of all meetings of the
incorporators and stockholders, and the stock transfer books (which shall
contain the names of all stockholders and the record address and the amount of
stock held by each) shall be kept in Delaware at the principal office of the
corporation, or at an office of the corporation, or at an office of its transfer
agent or of the secretary or of the assistant secretary, if any. Said copies and
records need not all be kept in the same office. They shall be available at all
reasonable times to inspection of any stockholder for any purpose but not to
secure a list of stockholders for the purpose of selling said list or copies
thereof or for using the same for a purpose other than in the interest of the
applicant, as a stockholder, relative to the affairs of the corporation.

     Section 8.8.          Charitable Contributions. The board of directors from
time to time may authorize contributions to be made by the corporation in such
amounts as it may determine to be reasonable to corporations, trusts, funds or
foundations organized and operated exclusively for charitable, scientific or
educational purposes, no part of the net earning of which inures to the private
benefit of any stockholder or individual.

                                  ARTICLE IX.
                                   AMENDMENTS

     Section 9.1.          Amendment by Stockholders. Prior to the issuance of
stock, these Bylaws may be amended, altered or repealed by the incorporator(s)
by majority vote. After stock has been issued, these Bylaws may be amended
altered or repealed by the stockholders at any annual or special meeting by vote
or a majority of all shares

                                       19



outstanding and entitled to vote, except that where the effect of the amendment
would be to reduce any voting requirement otherwise required by law, the
Certificate of Incorporation or another provision of these Bylaws, such
amendment shall require the vote that would have been required by law, the
Certificate of Incorporation or these Bylaws or such other provision of these
Bylaws. Notice and a copy of any proposal to amend these Bylaws must be included
in the notice of meeting of stockholders at which action is taken upon such
amendment.

     Section 9.2.          Amendment by Board of Directors. These Bylaws may be
amended or altered by the board of directors at a meeting duly called for the
purpose by majority vote of the directors then in office, except that directors
shall not amend the Bylaws in a manner which:

         (a)      changes the stockholder voting requirements for any action;

         (b)      alters or abolishes any preferential right or right of
redemption applicable to a class or series of stock with shares already
outstanding;

         (c)      alters the provisions of Article IX hereof; or

         (d)      permits the board of directors to take any action which under
law, the Certificate of Incorporation, or these Bylaws is required to be taken
by the stockholders.

         Any amendment of these Bylaws by the board of directors may be altered
or repealed by the stockholders at any annual or special meeting of
stockholders.

                                       20



                              AMENDMENTS TO BYLAWS

Amendment to Section 3.1 - May 20, 2002:

         Section 3.1 is deleted in its entirety and replaced with the following:

         "Section 3.1 Enumeration. The officers may include a chairman of the
board and shall include a president, a treasurer, a secretary and such other
officers and agents (including one or more executive vice presidents, senior
vice presidents, vice presidents, assistant treasurers, and assistant
secretaries), as the Board of Directors may, in its discretion, determine."

                                       21

EX-10.01

                                                                   EXHIBIT 10.01

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "Agreement") is made and entered into in
Chelmsford, Massachusetts by and between Brooks-PRI Automation, Inc., a Delaware
corporation (the "Company") and Robert W. Woodbury, Jr. ("Executive"), as of
February 26, 2003.

                                    RECITALS

         1.       The Company desires to employ Executive as Senior Vice
President and Chief Financial Officer of the Company upon the terms and
conditions set forth herein.

         2.       In consideration of the employment to be provided hereby and
the amounts to be paid as provided herein, Executive desires to be employed by
the Company and to agree with the Company as further provided herein.

         3.       In consideration of the employment to be provided hereby and
the amounts to be paid as provided herein, the Indemnification Agreement
attached hereto as Exhibit A, and the Change of Control Agreement attached
hereto as Exhibit B, the Executive has entered into the Executive
Non-Competition and Proprietary Information Agreement attached hereto as Exhibit
C.

         For and in consideration of the mutual promises, terms, provisions and
conditions contained in this Agreement, the parties hereby agree as follows:

1.       Duties. Beginning on February 26, 2003 (the "Effective Date"), the
Company shall employ Executive on an at will basis as Senior Vice President and
Chief Financial Officer of the Company (the actual period of Executive's
employment with the Company is referred to herein as the "Employment Term").
Executive shall report to the Company's President. Executive shall have such
reasonable and appropriate duties as may from time to time be assigned by the
President, which duties shall include, without limitation, responsibility for
internal accounting and control functions. Executive shall perform the duties of
such office as are provided for in the bylaws of the Company subject to the
general supervision and direction of the President and the Company's board of
directors (the "Board of Directors").

2.       Performance. During the Employment Term, Executive shall use his
business judgment, skill and knowledge for the advancement of the Company's
interests and to discharge his duties and responsibilities hereunder. Executive
shall perform and discharge his duties and responsibilities hereunder
faithfully, diligently and to the best of his ability. Executive shall devote
substantially all of his working time and efforts to the business and affairs of
the Company.

3.       Compensation and Benefits.

         3.1.     Base Salary. During the Employment Term, as consideration for
Executive's performance hereunder, the Company agrees to pay Executive a base
salary of $270,000 per year



(the "Base Salary"), payable in accordance with the normal payroll practices of
the Company for its executives, and subject to federal and state tax
withholding. The Base Salary shall be reviewed annually by the compensation
committee of the Board of Directors (the "Compensation Committee") and adjusted
as determined by the Compensation Committee (the Base Salary as adjusted from
time to time shall be referred to as the "Current Base Salary").

         3.2.     Annual Management Bonus. During the Employment Term, Executive
shall be eligible to receive cash bonuses each year from the Company determined
by the President and the Compensation Committee (the "Annual Management Bonus").
The Annual Management Bonus shall be payable based upon achievement of the
Company's operating profit objectives to be agreed upon by Executive, the
President and COO and approved by the Compensation Committee. The Annual
Management Bonus may range from 0% to 150% of 70% of Current Base Salary and
shall be reviewed at least annually by the Compensation Committee. Any such
Annual Management Bonuses paid to Executive shall be in addition to the Current
Base Salary.

         3.3.     Option Grants. Subject to the approval of the Compensation
Committee, the Company will grant Executive an option to purchase 85,000 shares
of Company common stock (the "Common Stock"), effective as of the Effective Date
(the "Grant"). The Grant shall be exercisable at a price equal to the closing
price of the Common Stock on the Nasdaq National Market on the date the Grant is
approved by the Compensation Committee. The Grant shall be subject to the terms
and conditions set forth in the governing option agreement, provided that 25% of
the shares that are subject to the Grant shall vest on the one year anniversary
of the grant date. The remaining shares subject to the Grant shall vest at a
rate of 6.25% on the last day of each three month period following the first
year anniversary date of the grant, subject to the terms and conditions
contained herein. For example, if the Executive had become employed on February
13, 2003 and remains employed through May 30, 2004, he will have vested in a
total of 31.25% of the shares under the Grant; 25% of the shares will have
vested on February 13, 2004, and 6.25% will have vested on May 13, 2004. In
addition, the Company shall perform a formal review of your Long Term Incentive
compensation no later than the last day of the sixth month following the
Effective Date to evaluate your performance and determine whether or not an
adjustment is appropriate.

         3.4.     Benefits. During the Employment Term, Executive shall be
eligible for participation in and shall receive all medical benefits and
benefits available under the Brooks-PRI Automation, Inc. 401(k) Plan, the
Company's welfare benefit plans, practices, policies and programs (including
disability, salary continuance, group life, accidental death and travel accident
insurance plans and programs) normally available to other senior executives.

         3.5.     Business Expenses. Executive shall be entitled to receive
prompt reimbursement for all reasonable employment-related expenses incurred or
paid by him during the Employment Term in the performance of his services,
subject to reasonable substantiation and documentation.

         3.6.     Corporate Opportunities. During the Employment Term, Executive
agrees that he will first present to the President or the Board of Directors,
for acceptance or rejection on behalf of the Company, any opportunity to create
or invest in any company that is or will be involved in

                                        2



providing or furnishing equipment, systems, components, products, software or
services to customers in industries that the Company serves (including, without
limitation, the semiconductor and flat panel display industries) that comes to
his attention and in which he, or any affiliate, might desire to participate. If
the Board of Directors rejects the same or fails to act thereon in a reasonable
time, Executive shall be free to invest in, participate or present such
opportunity to any other person or entity.

4.       Employment. Nothing contained in this Agreement shall be deemed to
modify or otherwise affect Executive's status as an employee at will, or any
other term or condition of Executive's employment by the Company, except as
expressly set forth herein.

5.       Indemnification. Concurrent with the execution of this Agreement,
Executive and the Company entered into the Indemnification Agreement attached
hereto as Exhibit A.

6.       Change of Control Agreement. Concurrent with the execution of this
Agreement, Executive and the Company entered into the Change of Control
Agreement attached hereto as Exhibit B.

7.       Non-Competition Agreement. Concurrent with the execution of this
Agreement, Executive and the Company entered into the Executive Non-Competition
and Proprietary Information Agreement attached hereto as Exhibit C.

8.       Assignment. Neither the Company nor Executive may make any assignment
of this Agreement or any interest herein, by operation of law or otherwise,
without the prior written consent of the other party; provided, however, that
the Company may assign its rights and obligations under this Agreement without
the consent of Executive if the Company shall hereafter effect a reorganization,
consolidate with, or merge into any other entity or transfer all or
substantially all of its properties or assets to any other person or entity.
This Agreement shall be binding upon and inure to the benefit of the Company,
Executive and their respective successors, executors, administrators, heirs and
permitted assigns.

9.       Waiver. The waiver by any party hereto of a breach of any provision of
this Agreement by any other party will not operate or be construed as a waiver
of any other or subsequent breach by such other party.

10.      Severability. The parties agree that each provision contained in this
Agreement shall be treated as a separate and independent clause, and the
unenforceability of any one clause shall in no way impair the enforceability of
any of the other clauses herein. Moreover, if one or more of the provisions
contained in this Agreement shall for any reason be held to be excessively broad
as to scope, activity or subject, such provisions shall be construed by the
appropriate judicial body by limiting and reducing it or them, so as to be
enforceable to the extent compatible with the applicable law.

                                        3



11.      Notices. Any notice or other communication in connection with this
Agreement shall be deemed to be delivered if in writing, addressed as provided
below and actually delivered at said address:

         If to Executive, to him at the following address:

                  Robert W. Woodbury, Jr.
                  13 Plumbly Road
                  Upton, MA   01568

         If to the Company, to it at the following address:

                  Brooks-PRI Automation, Inc.
                  15 Elizabeth Drive
                  Chelmsford, MA 01824
                  Attn: Senior Vice President Human Resources

         or to such other person or address as to which either party may notify
the other in accordance with this Section 11.

12.      Applicable Law. This Agreement shall be interpreted and construed in
accordance with the laws of the Commonwealth of Massachusetts.

13.      Remedies. Executive acknowledges that a breach of any of the promises
or agreements contained herein could result in irreparable and continuing damage
to the Company for which there may be no adequate remedy at law, and the Company
shall be entitled to seek injunctive relief and/or a decree for specific
performance, and such other relief as may be proper (including monetary damages
if appropriate).

14.      Integration. This Agreement, the Indemnification Agreement attached
hereto as Exhibit A, the Change of Control Agreement attached hereto as Exhibit
B, and the Executive Non-Competition and Proprietary Information Agreement
attached hereto as Exhibit C together form the entire agreement between the
parties hereto with respect to the subject matter contained in this Agreement
and shall supersede all prior agreements, oral discussions, promises and
representations regarding employment, compensation, severance or other payments
contingent upon termination of employment, whether in writing or otherwise.

15.      Documents and Materials. Upon termination of the Employment Term or
this Agreement, or at any other time upon the Company's request, Executive will
promptly deliver to the Company, without retaining any copies, all documents and
other materials whether in paper or electronic form or resident on any other
media, furnished to him by the Company, prepared by him for the Company or
otherwise relating to the Company's business, including, without limitation, all
written and tangible material in his possession incorporating any proprietary
information.

                                        4



16.      Absence of Conflicting Obligations. Executive represents that he is not
bound by any agreement or any other existing or previous business relationship
that conflicts with or prevents the full performance of his duties and
responsibilities during the Employment Term. Executive further represents that
his obligations under this Agreement do not breach and will not breach any
agreement to keep in confidence proprietary information, knowledge or data
acquired by him.

17.      Effect of Headings. Any title of a section heading contained herein is
for convenience of reference only, and shall not affect the meaning of
construction or any of the provisions hereof.

18.      Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.

19.      Survival. Notwithstanding any provisions of this Agreement to the
contrary, the obligations of Executive and the Company pursuant to Sections 5
through 18 hereof shall each survive termination of this Agreement.

                            [SIGNATURE PAGE FOLLOWS]

                                        5



         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands,
as of the date first above written.

                           EXECUTIVE

                           /s/ Robert W. Woodbury, Jr.
                           ---------------------------
                           Robert W. Woodbury, Jr.

                           BROOKS-PRI AUTOMATION, INC.

                           By: /s/ Edward C. Grady
                               -------------------
                               Edward C. Grady
                               President and Chief Operating Officer

                                       6

EX-99.01

                                                                   EXHIBIT 99.01

                                  CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND
(b) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)

         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the
undersigned officer of Brooks Automation, Inc., a Delaware corporation (the
"Company"), does hereby certify, to the best of such officer's knowledge and
belief, that:

         (1)      The Quarterly Report on Form 10-Q for the quarter ended March
31, 2003 of the Company fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Second Quarter Form 10-Q
fairly presents, in all materials respects, the financial condition and results
of operations of the Company.

Dated: May 12, 2003                         /s/ Robert J. Therrien
                                            ----------------------
                                            Robert J. Therrien
                                            Director and Chief Executive Officer
                                            (Principal Executive Officer)

Dated: May 12, 2003                         /s/ Robert W. Woodbury, Jr.
                                            ---------------------------
                                            Robert W. Woodbury, Jr.
                                            Senior Vice President and
                                            Chief Financial Officer

A signed original of this written statement required by Section 906 has been
provided to Brooks Automation, Inc. and will be retained by Brooks Automation,
Inc. and furnished to the Securities and Exchange Commission or its staff upon
request.