-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FQxlTqeBEVCXfCzx2xraJ5Zkw3w9Lk5Uzf/kUAG8yezkKFZnW8QD8PbrNRU6vVfo VIIp8Yapgy40S0+Q1hclYg== 0001209191-09-009083.txt : 20090213 0001209191-09-009083.hdr.sgml : 20090213 20090213171102 ACCESSION NUMBER: 0001209191-09-009083 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090211 FILED AS OF DATE: 20090213 DATE AS OF CHANGE: 20090213 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BROOKS AUTOMATION INC CENTRAL INDEX KEY: 0000933974 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 043040660 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: (978) 262-2400 MAIL ADDRESS: STREET 1: 15 ELIZABETH DRIVE CITY: CHELMSFORD STATE: MA ZIP: 01824 FORMER COMPANY: FORMER CONFORMED NAME: BROOKS-PRI AUTOMATION INC DATE OF NAME CHANGE: 20020514 FORMER COMPANY: FORMER CONFORMED NAME: BROOKS AUTOMATION INC DATE OF NAME CHANGE: 19941215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HEADLEY MARTIN S CENTRAL INDEX KEY: 0001220160 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25434 FILM NUMBER: 09605146 BUSINESS ADDRESS: STREET 1: C/O RAPER INDUSTRIES INC STREET 2: 2160 SATELLITE BLVD STE 200 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 6109485100 MAIL ADDRESS: STREET 1: 155 S. LIMERICK ROAD CITY: LIMERICK STATE: PA ZIP: 19468 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2009-02-11 0 0000933974 BROOKS AUTOMATION INC BRKS 0001220160 HEADLEY MARTIN S C/O BROOKS AUTOMATION, INC. 15 ELIZABETH DRIVE CHELMSFORD MA 01824 0 1 0 0 EVP & Chief Financial Officer Common Stock 2009-02-11 4 A 0 100000 0.00 A 142000 D Grant of restricted shares to the Reporting Person. No amount was paid upon grant of the shares. 50% of the shares are subject to performance-based vesting and 50% of the shares are subject to time-based vesting. With respect to performance-based vesting, the shares vest, if at all, upon the Company's achievement of cash break-even status with respect to any fiscal quarter beginning with the third fiscal quarter of 2009 and ending with the first fiscal quarter of 2011. In the event that the Company fails to achieve cash break-even status with respect to all such fiscal quarters, the reporting person will forfeit all such performance-based shares. With respect to time-based vesting, the shares vest as follows: 33-1/3% on September 30, 2009, 33-1/3% on September 30, 2010, and the remaining 33-1/3% on September 30, 2011. /s/ Thomas S. Grilk, attorney-in-fact for Martin S. Headley 2009-02-13 EX-24.4_274039 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Thomas S. Grilk and Jean Hutchison, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Brooks Automation, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of January, 2008. /s/ Martin S. Headley Signature Martin S. Headley Print Name -----END PRIVACY-ENHANCED MESSAGE-----