Case 1:06-cv-11068-RWZ Document142 Filed 06/24/2008 Page 1...

Case 1:06-cv-11068-RWZ Document 142 Filed 06/24/2008 of 27

UNITED STATES DISTRICT COURTDISTRICT OF MASSACHUSETTS

IN RE BROOKS AUTOMATION, INC. )SECURITIES LITIGATION )

THIS DOCUMENT RELATES TO: )ALL CASES )

Civil Action No. 06-11068-RWZ

STIPULATION AND AGREEMENT OF SETTLEMENTBETWEEN ALL PARTIES

This Stipulation and Agreement of Settlement ("Stipulation") is submitted pursuant to

Rule 23 of the Federal Rules of Civil Procedure. Subject to the approval of the Court, this

Stipulation is entered into among Los Angeles County Employees Retirement Association

("LACERA") and Sacramento County Employees ' Retirement System ("SCERS") (collectively

"Plaintiffs") on behalf of all members of the Class, as defined herein, and Brooks Automation,

Inc. ("Brooks"), Robert J. Therrien, Ellen B. Richstone, Roger D. Emerick, Amin J. Khoury,

Joseph R. Martin, Edward C. Grady, and Robert W. Woodbury, Jr. (collectively "Defendants"),

by and through their respective counsel. This Stipulation is intended by the Parties to resolve,

discharge, and settle the Action and all direct and indirect claims, fully, finally, and forever, with

prejudice and without costs, upon and subject to the terms and conditions hereof, subject to the

Court's approval.

WHEREAS:

A. This Action was originally filed on June 19, 2006 as a purported shareholder class

action, alleging violations of the federal securities laws. Charles E. G. Leech, Sr. v. Brooks

Automation, Inc., et al., No. 06-11068-RWZ. On December 13, 2006, the Court consolidated the


Leech action with a subsequently filed action, Shaw v. Brooks Automation, Inc. et al., No. 06-

11239-RWZ, and appointed LACERA as Lead Plaintiff and Lieff, Cabraser, Heimann &

Bernstein , LLP as Lead Counsel.

B. LACERA filed a Consolidated Amended Class Action Complaint (the

"Consolidated Complaint") on February 9, 2007. LACERA generally alleged that Defendants

engaged in conduct that violated the federal securities laws during the Class Period (as defined

below) in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the

"Exchange Act") and Rule IOb-5 promulgated thereunder, and Sections 11, 12(a)(2), and 15 of

the Securities Act of 1933 (the "Securities Act"). The Securities Act claims were asserted on

behalf of those members of the proposed Class who acquired Brooks shares that were traceable

to the merger of Brooks with Helix Technologies, Corp. ("Helix") on or about October 26, 2005

(the "Merger"). The Consolidated Complaint also added Joseph R. Martin and

PricewaterhouseCoopers LLP ("PwC") as Defendants.

C. The Consolidated Complaint generally alleged that Defendants retroactively

assigned advantageous dates to stock options granted to Brooks employees, officers, and

directors, to increase the value of the stock options, without recording a corresponding

compensation expense on Brooks' financial statements, allegedly in violation of both the

Company's shareholder-approved stock option plans and generally accepted accounting

principles. The Consolidated Complaint further alleged that the Company's financial reports

filed with the Securities and Exchange Commission during the Class Period contained materially

misleading statements as a result of the Company's stock options granting practices. Related

claims were alleged against certain individual defendants and PwC.

-2-


D. Defendants filed motions to dismiss the Consolidated Complaint on April 9, 2007.

PwC filed a motion to dismiss the claim against it on April 18. On May 10, 2007, LACERA

moved for leave to amend the Consolidated Complaint for the discrete purpose of adding

SCERS, which acquired Brooks shares traceable to the Merger, as an additional named plaintiff

to litigate the Securities Act claims. Oral argument on both Lead Plaintiff's Motion to Amend

and Defendants' motions to dismiss was heard before the Hon. Rya W. Zobel on June 26, 2007.

E. By order dated November 6, 2007, the Court granted LACERA's motion to

amend, and disposed of the several motions to dismiss. The Court granted PwC's motion to

dismiss, dismissing PwC from the case entirely. The Court denied the motions to dismiss filed

by Defendants Brooks, Therrien, Emerick, and Khoury. The Court granted in part and denied in

part the motions to dismiss filed by Grady, Martin, Woodbury, and Richstone, dismissing the

Section 11 claims against Grady, Martin, and Woodbury, and dismissing the Section 10(b)

claims against Martin and Richstone.

F. After the Court's ruling on the motions to dismiss, Plaintiffs and Defendants

continued to litigate the Action. The Parties exchanged over 74,000 pages of documents in

discovery, and engaged in arm's-length negotiations, culminating in a formal two-day mediation

on March 25-26, 2008, conducted by the Hon. Nicholas Politan, former United States District

Judge for the District of New Jersey.

G. On or about April 4, 2008, the Parties reached an agreement in principal to settle

the Action, subject to Court approval. On April 23, the LACERA Board of Directors approved

the agreement.

H. The Defendants deny any wrongdoing or damages whatsoever, and this

Stipulation shall in no event be construed or deemed to be evidence of any wrongdoing or

-3-


damages whatsoever by the Defendants, or an admission or concession on the part of the

Defendants with respect to any claim or of any fault, liability, wrongdoing, or damage

whatsoever, or any infirmity in the defenses that the Defendants have asserted. The Parties

recognize that the Action is being voluntarily settled after advice of counsel, and that the terms

of the Settlement (as defined below) are fair, adequate and reasonable. The Parties agree that the

amount paid and the other terms of the Settlement were negotiated at arm's-length in good faith

by the Parties, and reflect a settlement that was reached voluntarily after consultation with

experienced legal counsel . This Stipulation shall not be construed or deemed to be a concession

by Plaintiffs of any infirmity in the claims asserted in the Action.

Now therefore, without any admission or concession on the part of Plaintiffs of

any lack of merit of the Action whatsoever, and without an admission or concession of any

liability, wrongdoing, or damages, or any lack of merit in the defenses whatsoever by the

Defendants , it is hereby STIPULATED AND AGREED, by and among the Parties, through their

respective attorneys, subject to approval of the Court pursuant to Rule 23 of the Federal Rules of

Civil Procedure, and in consideration of the benefits flowing to the Parties from the Settlement,

that all Settled Claims (as defined below) as against the Released Parties (as defined below) shall

be compromised, settled, released, and dismissed with prejudice, upon and subject to the

following terms and conditions:

DEFINED TERMS

In this Stipulation, and for purposes of this Settlement, the following terms shall have the

following meanings:

(a) "Authorized Claimant" means a Class Member who submits a timely and valid

Proof of Claim and Release form to the Claims Administrator.

-4-


(b) "Claims Administrator" means the firm designated by Lead Counsel to administer

the Settlement.

(c) "Class" and "Class Members" means all persons and entities who purchased or

otherwise acquired Brooks' common stock between July 25, 2001, through and including

August 1, 2006, including without limitation any and all persons and entities who purchased,

received or otherwise acquired Brooks' common stock in connection with or traceable to the

merger between Brooks and Helix Technology Corporation on or about October 26, 2005, and

were damaged thereby, as asserted in the Consolidated Complaint, with the exception of all

Defendants, current or former Brooks directors or officers, and their successors and assigns.

(d) "Class Period" means the period between July 25, 2001 and August 1, 2006,

inclusive.

(e) "Defendants" means Brooks Automation, Inc., Robert J. Therrien, Ellen B.

Richstone, Roger D. Emerick, Amin J. Khoury, Joseph R. Martin, Edward C. Grady, and

Robert W. Woodbury, Jr.

(f) "Defendants' Counsel" means Ropes & Gray LLP; Skadden, Arps, Slate,

Meagher & Flom LLP; Goodwin Procter LLP; and Mintz, Levin, Cohn, Ferris, Glovsky and

Popeo, P.C.

(g) "Effective Date of Settlement" or "Effective Date" means the date upon which the

Settlement contemplated by this Stipulation shall become effective, as set forth in ¶ 23 below.

(h) "Lead Counsel" means Lieff, Cabraser, Heimann & Bernstein, LLP.

(i) "Notice" means the Notice of Pendency of Class Action and Proposed Settlement,

Motion for Attorneys' Fees and Expenses and Settlement Fairness Hearing, which is to be sent to

Class Members in the form attached hereto as Exhibit 1 to Exhibit A.

-5-

Case 1 : 06-cv-11068-RWZ Document 142 Filed 06/24/2008 of 27

(j) "Order and Final Judgment" means the order the Parties propose to be entered

approving the Settlement in the form attached hereto as Exhibit B.

(k) "Preliminary Order" means the Order Preliminarily Approving Settlement and

Providing for Notice in the form attached hereto as Exhibit A.

(1) "Publication Notice" means the Summary Notice of Pendency of Class Action,

Proposed Settlement, and Settlement Hearing in the form attached as Exhibit 3 to Exhibit A.

(m) "Released Parties" means the Defendants and the current and former directors,

officers, employees, agents, affiliates, attorneys, insurers, subsidiaries, parents, and the legal

representatives, heirs, successors in interest, or assigns of Defendants.

(n) "Settled Claims" means all direct or indirect claims, obligations, costs, damages,

losses, and demands whatsoever, rights, liabilities, actions, and causes of action of any nature,

known or unknown, suspected or unsuspected, fixed or contingent, at law or in equity that have

been or could have been asserted in the Action based upon, arising out of, relating to, or in

connection with any representations or omissions concerning any of Brooks' stock option grants

or its disclosures or accounting for such options, including, without limitation, any claims of

fraud, bad faith, breach of covenant of good faith and fair dealing, contract or tort related claims,

or failure to act. The term "Settled Claims" does not include the derivative claims asserted in

any shareholder derivative lawsuit pending at the time of this Stipulation based upon, arising out

of, relating to or in connection with Brooks' stock option grants or its disclosures or accounting

for such grants.

(o) "Settled Defendants' Claims" means all claims that have been or could have been

asserted in the Action or any forum by any of the Released Parties against any of the Plaintiffs,

Class Members, or their attorneys, based upon, arising out of, relating to or in connection with

-6-


any purchase or sale of Brooks' common stock during the Class Period or the prosecution of any

action or proceeding based on such claims (except for claims to enforce the provisions of the

Settlement).

(p) "Settlement" means the settlement contemplated by the Parties in this Stipulation.

CLASS CERTIFICATION

Simultaneously with the execution and filing of this Stipulation, Lead Counsel

shall file with the Court a Motion for Preliminary Approval of Settlement, Conditional

Certification of Class, Approval of Notice Plan, and Setting of Settlement Hearing ("Preliminary

Approval Motion"). The Preliminary Approval Motion will request the certification of a

Settlement Class, pursuant to Rule 23 of the Federal Rules of Civil Procedure. The Preliminary

Approval Motion shall seek to include as Class Members all persons and entities who purchased

or otherwise acquired Brooks' common stock between July 25, 2001 through and including

August 1, 2006, including without limitation any and all persons and entities who purchased,

received or otherwise acquired Brooks' common stock in connection with or traceable to the

merger between Brooks and Helix Technology Corporation on or about October 26, 2005, and

were damaged thereby, as asserted in the Consolidated Complaint, with the exception of all

Defendants, current or former Brooks directors or officers, and their successors and assigns.

Class certification shall be sought for purposes of this Settlement only. Plaintiffs shall request

that the Court simultaneously approve the proposed Settlement Class and the Settlement, and

bind all Class Members to the terms of this Stipulation, subject to the provisions herein

governing the administration of claims. Subject to the approval of the Court of the Preliminary

Approval Motion, and of the Stipulation, the distribution of the Settlement Fund to individual

Class Members shall be governed by the relevant provisions herein.

7-


SCOPE AND EFFECT OF SETTLEMENT

2. The obligations incurred pursuant to this Stipulation shall be in full and final

disposition of the Action as between the Parties, any and all Settled Claims as against all

Released Parties, and any and all Settled Defendants' Claims.

3. Releases: Upon the Effective Date of this Settlement, Plaintiffs and Class

Members on behalf of themselves, their heirs, executors, administrators, successors, and assigns,

shall with respect to each and every Settled Claim, release and forever discharge, and shall

forever be enjoined from prosecuting, any Settled Claims against any of the Released Parties.

With respect to any and all Settled Claims and Settled Defendants' Claims, upon the Effective

Date, Plaintiffs and Defendants shall expressly waive, and Class Members and Released Parties

will be deemed to have waived by operation of the Order and Final Judgment, the provisions,

rights and benefits conferred by any law of any state or territory of the United States, or principle

of common law, which is similar, comparable, or equivalent to California Civil Code § 1542,

which provides:

A general release does not extend to claims which the creditor does not know orsuspect to exist in his or her favor at the time of executing the release, which ifknown by him or her must have materially affected his or her settlement with thedebtor.

Plaintiffs and Defendants acknowledge, and Class Members and Released Parties by operation of

law shall be deemed to have acknowledged, that the inclusion of this waiver was separately

bargained for and was a key element of the Settlement. This does not include any claim to

enforce the provisions of the Settlement.

4. Brooks shall cause its insurance carrier to pay $7.75 million ("Cash Settlement

Amount") into an interest-bearing escrow account established by Lead Counsel, as Attorneys-in-

Trust for the Gross Settlement Fund (i. e., the Cash Settlement Amount and any interest earned

-8-


thereon), in the name of the Brooks Automation Inc.'s Securities Litigation Settlement Fund

within ten (10) business days following the Court's entry of a Preliminary Approval Order,

provided Brooks' insurance carrier receives complete written payment instructions prior to the

Court's entry of a Preliminary Approval Order.

5. Escrow and Distribution:

(a) the Gross Settlement Fund, net of any Taxes (as defined below) on the income

thereof, shall be used to pay: (i) the Notice and Administration Costs referred to in ¶ 7 hereof;

(ii) the attorneys' expense award referred to in ¶ 8 hereof; and (iii) the remaining administration

expenses referred to in ¶ 9 hereof. The balance of the Gross Settlement Fund after the above

payments shall be the "Net Settlement Fund," which shall be distributed to the Authorized

Claimants as provided in ¶¶ 10-12 hereof. The Gross Settlement Fund shall be held in escrow

hereunder prior to the Effective Date by Lead Counsel as Attorneys-in-Trust for the Gross

Settlement Fund. All funds held by the Attorneys-in-Trust shall be deemed to be in the custody

of the Court and shall remain subject to the jurisdiction of the Court until such time as the funds

shall be distributed or returned to the persons or entities paying the same pursuant to this

Stipulation and/or further order of the Court. The Attorneys-in-Trust shall hold all funds in an

interest-bearing bank account insured by the FDIC. The Parties agree that the Gross Settlement

Fund is intended to be a Qualified Settlement Fund within the meaning of Treasury Regulation §

1.468B-1 and that the Attorneys-in-Trust, as administrators of the Gross Settlement fund within

the meaning of Treasury Regulation § 1.468B-2(k)(3), shall be responsible for filing tax returns

for the Gross Settlement Fund and paying from the Gross Settlement Fund any Taxes (as defined

below) owed with respect to the Gross Settlement Fund. Defendants' Counsel agree to provide

-9-


promptly to the Attorneys-in-Trust the statement described in Treasury Regulation § 1.468B-

3(e).

(b) All (i) taxes on the income of the Gross Settlement Fund and (ii) expenses and costs

incurred in connection with the taxation of the Gross Settlement Fund (including, without

limitation, expenses of tax attorneys and accountants) (collectively "Taxes") shall be paid out of

the Gross Settlement Fund and shall be considered to be a cost of administration of the

Settlement and shall be timely paid by the Attorneys-in-Trust without prior order of the Court.

ADMINISTRATION

6. The Claims Administrator shall administer the Settlement subject to the

jurisdiction of the Court. The Defendants shall have no responsibility for the administration of

the Settlement and shall have no liability to the Class in connection with such administration.

The Defendants' Counsel shall cooperate in the administration of the Settlement to the extent

reasonably necessary to effectuate its terms, but shall have no liability to the Class in connection

with such administration.

7. Lead Counsel may pay from the Cash Settlement Amount, with the approval of

the Court, the reasonable costs and expenses associated with identifying Class Members and

effecting by mail Notice and Publication Notice to the Class, and the administration of the

Settlement, including without limitation, the actual costs of publication, printing and mailing

Notice, reimbursements to nominee owners for forwarding Notice to their beneficial owners, and

the administrative expenses incurred and fees charged by the Claims Administrator in connection

with providing Notice and processing the submitted claims. Prior to the Court's final approval of

the Settlement, Lead Counsel shall not pay more than $100,000 from the Settlement Fund for

notice and administration expenses without the approval of Brooks, which shall not be

-10-


unreasonably withheld. The Claims Administrator shall submit expenses associated with the

administration of the Settlement Fund to the Court in a timely manner so that expenses in a

particular calendar year can be deducted from interest income earned in such a calendar year.

ATTORNEYS' FEES AND EXPENSES

8. Lead Counsel will apply to the Court for an award from the Gross Settlement

Fund of attorneys' fees and expenses. To the extent the Court permits, such amounts as are

awarded by the Court, plus accrued interest in an appropriate amount, shall be payable from the

Gross Settlement Fund to Lead Counsel immediately upon award, notwithstanding the existence

of any timely filed objections thereto, or potential for appeal therefrom, or collateral attack on

the Settlement or any part thereof, subject to Lead Counsel's undertaking, in writing, to repay

within ten (10) days the amount of attorneys' fees, with interest, to the Gross Settlement Fund if

and when, as a result of any appeal and/or further proceedings on remand, or successful

collateral attack, the Settlement, or the fee or expense award, is reduced or reversed. This

obligation on the part of Lead Counsel may be summarily enforced by Order of the Court.

ADMINISTRATION EXPENSES

9. Lead Counsel will apply to the Court, on notice to Defendants' Counsel, for an

order (the "Class Distribution Order") approving the Claims Administrator's administrative

determinations concerning the acceptance and rejection of the claims submitted herein and

approving any fees and expenses not previously applied for, including the fees and expenses of

the Claims Administrator, and, if the Effective Date has occurred, directing payment of the Net

Settlement Fund to Authorized Claimants.

-11-


DISTRIBUTION TO AUTHORIZED CLAIMANTS

10. The Claims Administrator shall determine each Authorized Claimant's pro rata

share of the Net Settlement Fund based upon each Authorized Claimant's Recognized Claim (as

defined in the Notice annexed hereto as Exhibit 1 to Exhibit A, or in such other Plan of

Allocation as the Court approves).

11. The Plan of Allocation proposed in the Notice is not a necessary term of this

Stipulation, and it is not a condition of this Stipulation that any particular Plan of Allocation be

approved.

12. Each Authorized Claimant shall be allocated a pro rata share of the Net

Settlement Fund based on his, her, or its Recognized Claim, compared to the total Recognized

Claims of all accepted claimants, subject to the limitations set forth in the Plan of Allocation,

including without limitation the maximum allocation permitted for each claimant, as measured

by the actual loss of any value of Brooks' shares held by the claimant. Should any funds remain

in the Net Settlement Fund after the distribution under the Plan of Allocation, such remaining

funds shall be distributed cypres in a manner approved by the Court. The Defendants shall have

no involvement in reviewing claims and no responsibility or liability for any allocation or

disbursement of Settlement Fund proceeds.

ADMINISTRATION OF THE SETTLEMENT

13. Any member of the Class who does not submit a valid and timely Proof of Claim

and Release form ("Proof of Claim") will not be entitled to receive any of the proceeds from the

Net Settlement Fund, but will otherwise be bound by all of the terms of this Stipulation and

Settlement, including the terms of the judgment to be entered in this Action and the releases

-12-


provided for herein, and will be barred from bringing any action against the Released Parties

concerning the Settled Claims.

14. The Claims Administrator shall process the Proofs of Claim (see attached Exhibit

2 to Exhibit A) and, after entry of the Class Distribution Order, distribute the Net Settlement

Fund to the Authorized Claimants. Except for Brooks' obligation to cause payment of the Cash

Settlement Amount to be made by Brooks' insurance carrier as provided herein, the Defendants

shall have no liability, obligation, or responsibility for the administration of the Settlement or

disbursement of the Net Settlement Fund. Lead Counsel shall have the right, but not the

obligation, to waive what it deems to be formal or technical defects in any Proofs of Claim

submitted in the interests of achieving substantial justice.

15. For purposes of determining the extent, if any, to which a Class member shall be

entitled to be treated as an Authorized Claimant and be able to participate in the Net Settlement

Fund, the following conditions shall apply:

(a) Each Class Member shall be required to submit a Proof of Claim,

substantially in the form attached as Exhibit 2 to Exhibit A, to the Claims Administrator at the

Post Office Box indicated in the Notice, postmarked not later than sixty (60) days after the date

of mailing of the Notice and Proof of Claim to Class Members (the "Notice Date"), unless such

period is extended by order of the Court. Any Class Member who fails to submit a Proof of

Claim by such date shall be forever barred from receiving any payment pursuant to this

Stipulation (unless, by order of the Court, a later submitted Proof of Claim by such Class

Member is approved), but shall in all other respects be bound by all of the terms of this

Stipulation and the Settlement, including the terms of the judgment to be entered in the Action

-13-


and the releases provided for herein, and will be barred from bringing any action against the

Released Parties concerning the Settled Claims.

(b) The Proof of Claim submitted by each Class Member must satisfy the

following conditions: (i) it must be properly completed, signed, and submitted in a timely

manner in accordance with the provisions of the preceding subparagraph; (ii) for Class Members

who purchased more than a specific number of shares of Brooks stock during the Class Period,

as stated in the Preliminary Order, it must be accompanied by adequate supporting

documentation for the transactions reported therein, in the form of broker confirmation slips,

broker account statements, an authorized statement from the broker containing the transactional

information found in a broker confirmation slip, or such other documentation as is deemed

adequate by Lead Counsel; (iii) if the person executing the Proof of Claim is acting in a

representative capacity, a certification of his or her current authority to act on behalf of the Class

Member must be included in the Proof of Claim; and (iv) the Proof of Claim must be complete

and contain no material deletions or modifications of any of the printed matter contained therein;

(c) Each Proof of Claim shall be submitted to and reviewed by the Claims

Administrator, who shall determine in accordance with this Stipulation and the approved Plan of

Allocation the extent, if any, to which each claim shall be allowed, subject to review by the

Court pursuant to subparagraph (e) below;

(d) Proofs of Claim that do not meet the submission requirements may be

rejected. Prior to rejection of a Proof of Claim, the Claims Administrator shall communicate

with the claimant in order to remedy the curable deficiencies in the Proofs of Claim submitted.

The Claims Administrator shall notify, in a timely fashion and in writing, all claimants whose

Proof of Claim it proposes to reject in whole or in part, setting forth the reasons therefore, and

-14-


shall indicate in such notice that the claimant whose claim is to be rejected has the right to a

review by the Court if the claimant so desires and complies with the requirements of

subparagraph (e) below;

(e) If any claimant whose claim has been rejected in whole or in part desires

to contest such rejection, the claimant must, within twenty (20) days after the date of mailing of

the notice required in subparagraph (d) above, serve upon the Claims Administrator a notice and

statement of reasons indicating the claimant's grounds for contesting the rejection along with any

supporting documentation, and requesting a review thereof by the Court. If a dispute concerning

a claim cannot be otherwise resolved, Lead Counsel shall thereafter present the request for

review to the Court; and

(f) The administrative determinations of the Claims Administrator accepting

and rejecting claims shall be presented to the Court, on notice to the Defendants' Counsel, for

approval by the Court in the Class Distribution Order.

16. Each claimant shall be deemed to have submitted to the jurisdiction of the Court

with respect to the claimant's claim, and the claim will be subject to investigation and discovery

under the Federal Rules of Civil Procedure, provided that such investigation and discovery shall

be limited to that claimant's status as a Class Member and the validity and amount of the

claimant's claim. No discovery shall be allowed on the merits of the Action or Settlement in

connection with processing of the Proofs of Claim.

17. Payment pursuant to this Stipulation shall be deemed final and conclusive against

all Class Members . All Class Members whose claims are not approved by the Court shall be

barred from participating in distributions from the Net Settlement Fund, but otherwise shall be

bound by all of the terms of this Stipulation , including the terms of the judgment to be entered in

-15-


the Action and the releases provided for herein, and will be barred from bringing any action

against the Released Parties concerning the Settled Claims.

18. All proceedings with respect to the administration, processing and determination

of claims described in ¶ 15 of this Stipulation and the determination of all controversies relating

thereto, including disputed questions of law and fact with respect to the validity of claims, shall

be subject to the jurisdiction of the Court.

19. The Net Settlement Fund shall be distributed to Authorized Claimants by the

Claims Administrator only after the Effective Date, and after: (i) all claims have been processed,

and all claimants whose claims have been rejected or disallowed, in whole or in part, have been

notified and provided the opportunity to be heard concerning such rejection or disallowance; (ii)

all objections with respect to all rejected or disallowed claims have been resolved by the Court,

and all appeals therefrom have been resolved, or the time therefrom has expired; (ii) all matters

with respect to attorneys' fees, costs, and disbursements have been resolved by the Court, all

appeals therefrom have been resolved or the time therefrom has expired; and (iv) all costs of

administration have been paid.

TERMS OF ORDER FOR NOTICE AND HEARING

20. Promptly after this Stipulation has been fully executed, Lead Counsel and

Defendants' Counsel shall jointly apply to the Court for entry of the Preliminary Order in the

form annexed hereto as Exhibit A. The parties shall use their best efforts to obtain final approval

of the Settlement.

TERMS OF ORDER AND FINAL JUDGMENT

21. If the Settlement contemplated by this stipulation is approved by the Court,

counsel for the Parties shall request that the Court enter an Order and Final Judgment

-16-


substantially in the form annexed hereto as Exhibit B. The Order and Final Judgment proposed

by the parties shall contain a bar order, discharging Released Parties from all claims for

contribution by any person or entity, whether arising under state, federal or common law, based

upon, arising out of, relating to, or in connection with the Settled Claims of the Class and any

Class Member, including without limitation as provided by Section 4(f)(7)(A) of the PSLRA, 15

U.S.C. § 78u-4(f)(7)(A&B)), and to the fullest extent provided by the PSLRA.

SUPPLEMENTAL AGREEMENT

22. Simultaneously herewith, Lead Counsel and Defendants' Counsel are executing a

"Supplemental Agreement," setting forth certain conditions under which this Settlement may be

terminated by Defendants if more than a certain percentage of the shares purchased during the

Class Period by potential Class Members exclude themselves from the Class. The Supplemental

Agreement shall be filed under seal prior to the Settlement Fairness Hearing. In the event of a

termination of this Settlement pursuant to the Supplemental Agreement, this Stipulation shall

become null and void, and of no further force and effect, and the provisions of 'J 25 shall apply.

Should any Class Members opt-out of the Class, Plaintiffs shall promptly notify Defendants of

the identity of such Class Member and his, her, or its decision to opt-out of the class. Plaintiffs

hereby agree that the terms and conditions of this Stipulation are fair, reasonable, and adequate

to Plaintiffs and the Class, and therefore agree not to opt-out of the Class, and to make all

reasonable efforts to encourage other Class Members to accept the terms of this Stipulation and

their pro rata share of the Net Settlement Fund hereunder.

EFFECTIVE DATE OF SETTLEMENT, WAIVER, OR TERMINATION

23. The Effective Date of Settlement shall be the date when all of the following shall

have occurred;

-17-


(a) entry by the Court of an order certifying the Settlement Class, as discussed in

¶ 1.

(b) Payment of the Cash Settlement Amount as provided for in ¶ 4;

(c) entry by the Court of the Preliminary Order substantially in the form annexed

hereto as Exhibit A.

(d) approval by the Court of the Settlement, following notice to the Class and a

hearing, as prescribed by Rule 23 of the Federal Rules of Civil Procedure; and

(e) entry by the Court of an Order and Final Judgment, substantially in the form as

proposed by the Parties in Exhibit B hereto, and the expiration of any time for appeal or review

of such Order and Final Judgment, or, if any appeal is filed and not dismissed, after such Order

and Final Judgment is upheld on appeal in all material respects and is no longer subject to review

upon appeal or review by writ of certiorari, or, in the event that the Court enters an order and

final judgment in a form other than provided herein ("Alternative Judgment") and none of the

Parties who has the right to do so elects to terminate this Settlement, the date that such

Alternative Judgment becomes final and no longer subject to appeal or review.

24. In addition to the provisions of 1122 and the Supplemental Agreement referenced

therein, providing for Defendants' ability to terminate the agreement should the owners of a

certain percentage of the shares opt-out or excuse themselves from the Class, Defendants'

Counsel or Lead Counsel shall have the right to terminate the Settlement and this Stipulation by

providing written notice of their election to do so ("Termination Notice") to all other Parties

within thirty (30) days of. (i) the Court's declining to enter the Preliminary Order in any

material respect; (ii) the Court's refusal to approve this Stipulation or any material part of it; (iii)

the Court's declining to enter the Order and Final Judgment in any material respect; (iv) the date

1g


upon which the Order and Final Judgment is modified or reversed in any material respect by the

United States Court of Appeals for the First Circuit or the United States Supreme Court, except

with respect to any award of attorneys' fees and costs to Lead Counsel; or (v) the date upon

which an Alternative Judgment is modified or reversed in any material respect by the United

States Court of Appeals for the First Circuit or the United States Supreme Court, except with

respect to any award of attorneys' fees and costs to Lead Counsel. Lead Counsel shall also have

the right to terminate this Settlement if the payment provided for in ¶ 4 of this Stipulation is not

timely made.

25. Except as otherwise provided herein, in the event that the Settlement is terminated

or fails to become effective for any reason, then the Parties shall be deemed to have reverted to

their respective status in the Action as of April 1, 2008, and, except as otherwise provided, the

Parties shall proceed in all respects as if this Stipulation and any related orders had not been

entered, except that all Parties agree and assent to an extension of the pretrial schedule beginning

with the date for Defendants to file any opposition to Plaintiffs' motion for class certification.

Any portion of the Cash Settlement Amount previously paid or caused to be paid by the

Defendants, together with any interest earned thereon, less any Taxes due with respect to such

income, and less costs of administration and notice incurred and paid or payable from the Cash

Settlement Amount shall be returned to Brooks' insurance carrier within ten (10) business days

of the failure of any of the requirements to the Effective Date.

NO ADMISSION OF WRONGDOING

26. This Stipulation , whether or not consummated, and any proceedings taken

pursuant to it:

-19-


(a) shall not be asserted, offered, or received against the Defendants as evidence

of or construed as or deemed to be evidence of (i) any wrongdoing or damages whatsoever, or

(ii) any presumption, concession, or admission by the Defendants with respect to the truth of any

fact alleged by Plaintiffs or any other plaintiff, or (iii) the validity of any claim that has been or

could have been asserted in the Action or in any litigation, or (iv) the deficiency of any defense

that has been or could have been asserted in the Action or in any litigation, or (v) any liability,

negligence, fault, or wrongdoing of the Defendants, or (vi) any presumption, concession, or

admission of any fault, misrepresentation, or omission with respect to any statement or written

document approved or made by or on behalf of the Defendants;

(b) shall not be asserted, offered, or received against the Defendants as evidence

of a presumption, concession, or admission with respect to any liability, negligence, fault,

wrongdoing, or damages, or in any way referred to for any other reason as against the

Defendants, in any other civil, criminal, or administrative action or proceeding, other than such

proceedings as may be necessary to effectuate the provisions of this Stipulation; provided,

however, that if this Stipulation is approved by the Court, the Defendants may refer to it to

effectuate the liability protection granted to them hereunder;

(c) shall not be construed against the Defendants as an admission or concession

that the consideration to be given hereunder represents the amount that could be or would have

been recovered after trial; and

(d) shall not be construed as or received in evidence as an admission, concession,

or presumption against Plaintiffs, any of the Class Members, or Lead Counsel that any of their

claims are without merit, or that any defenses asserted by the Defendants have any merit, or that

-20-

Case 1:06-cv-1 1068-RWZ Document 142 Filed 06/24/2008 of 27

damages that might have been recovered under the Consolidated Complaint would not have

exceeded the Gross Settlement Fund.

CORPORATE GOVERNANCE MATTERS

27. Since the commencement of the Action, Brooks has instituted certain corporate

governance practices related to the granting of stock options. These practices are set forth in

Exhibit C hereto. As provided in ¶ 26, these changes in no way constitute or support an

admission of wrongdoing, or a concession as to the truth of any of the facts alleged or the

validity of the claims raised in the Consolidated Complaint. These changes shall not be used to

support a showing or presumption of such an admission or concession in any future proceeding.

MISCELLANEOUS PROVISIONS

28. All the exhibits attached hereto are hereby incorporated by reference as though

fully set forth herein.

29. The Defendants warrant, as to the payments made by or on behalf of them

pursuant to ¶ 4 above, that they were not insolvent, nor did, nor will, the payment required to be

made by or on behalf of them render the Defendants insolvent within the meaning of and/or for

purposes of the United States Bankruptcy Code, including §§ 101 and 547 thereof. This

warranty is made by the Defendants and not by Defendants' Counsel.

30. If a case is commenced in respect to the Defendants under the United States

Bankruptcy Code, or a trustee, receiver, or conservator is appointed under any similar law, and in

the event of the entry of a final order of a court of competent jurisdiction determining the transfer

of money to the Gross Settlement Fund or any portion thereof by or on behalf of the Defendants

to be a preference, voidable transfer, fraudulent transfer or similar transaction, and any portion

thereof is required to be returned, and such amount is not promptly deposited to the Gross

-21-


Settlement Fund by any of the Defendants, then, at the election of Lead Counsel, the Parties shall

jointly move the Court to vacate and set aside the releases given and judgment entered in favor

of the Defendants pursuant to this Stipulation, which releases and judgment shall be null and

void, and the Parties shall be restored to their respective positions in this Action as of April 1,

2007, and any cash amounts in the Gross Settlement Fund shall be returned, as provided in ¶ 25

above.

31. This Stipulation may not be modified or amended, nor may any of its provisions

be waived except by a writing signed by all the Parties or their successors in interest.

32. The headings herein are used for the purposes of convenience only and are not

meant to have legal effect.

33. The administration and consummation of the Settlement as embodied in this

Stipulation shall be under the authority of the Court, and the Court shall retain jurisdiction for the

purpose of entering orders providing for awards of attorneys' fees and expenses to Lead Counsel

and enforcing the terms of this Stipulation.

34. The waiver by one Party of any breach of this Stipulation by any other Party shall

not be deemed a waiver of any other prior or subsequent breach of this Stipulation.

35. This Stipulation and its exhibits and the Supplemental Agreement constitute the

entire agreement among the Parties concerning the Settlement of the Action.

36. This Stipulation may be executed in one or more counterparts. All executed

counterparts and each of them shall be deemed to be one and the same instrument.

37. This Stipulation shall be binding upon, and shall inure to the benefit of, the

successors and assigns of the Parties.

-22-


38. The construction, interpretation, operation, effect, and validity of this Stipulation,

and all documents necessary to effectuate it, shall be governed by the internal laws of the

Commonwealth of Massachusetts, without regard to conflicts of laws, except to the extent that

federal law requires that federal law governs.

39. This Stipulation shall not be construed more strictly against one Party than

another merely by virtue of the fact that it, or any part of it, may have been prepared by counsel

for one of the Parties, it being recognized that the Stipulation is the result of arm's-length

negotiations between the Parties, and all Parties have contributed substantially and materially to

the preparation of this Stipulation.

40. All counsel and any other person executing this Stipulation and any of the

exhibits hereto, or any related settlement documents, warrant and represent that they have the full

authority to do so, and that they have the authority to take appropriate action required or

permitted to be taken pursuant to the Stipulation to effectuate its terms.

-23-


41. Lead Counsel and Defendants' Counsel agree to cooperate fully with one another

in seeking Court approval of the Joint Motion for Certification of a Settlement Class, approval of

the Preliminary Order. the Stipulation and the Settlement, and to agree promptly upon and

execute all such other documentation as may reasonably be required to obtain final approval by

the Court of the Settlement,

IT IS HEREBY AGREED by the undersigned as of June 18, 2008,

Steven E. Fineman

Daniel P. ChiplockLIEFF, CABRASER. HEI VSANN cBERNSTEIN, LI,P780 Third Avenue, 48th FloorNew York, New York 10017-2024

Telephone: (212) 355-9500Facsimile: (212) 355-9592

Counsel for Plainiiffs Los Angeles County

Employees Retirement Association and

Sacramento County Emplo}gees ' RetirementSystem

Randall W. BodneT

John H. Ray, IIIROPES & GRAY L,LPOne International PlaceBoston, MA 02110Telephone: (617) 951-7000

Facsimile: (617) 951-7050

Counsel for Defendants Brooks

Auloinration Joe., Joseph R. Mar/in,

Echwtar l C. Grcardy, and Robert W.

Il'ooddburv Jr.

John J. Falvey, Jr

John 0. Farley, Jr.Laura E. Rosenbaum

GOODWIN PROCTER LLPExchange Place

Boston , MA 02109-2881


Counselfbi Defendant Ellen Richstone

R. Robert Popeo

John F. SylviaJoseph P. Messina

Adam L. Sisitsk-y

MINTZ, LEVIN, COHN, FERRIS,GLOVSKY AND POPEO, P.C.One Financial CenterBoston. MA 02111


Counselfor Defendant Roberti Therrien

- 4-



in seeking Court approval of the Joint Motion for Certification ofa Settlement Class, approval of

the Preliminary Order, the Stipulation and the Settlement, and to agree promptly upon and


the Court ofthe Settlement.

IT IS HEREBY AGREED by the undersigned as of June I8, 2005,

Steven F Fineman

Daniel P. Chiplock

LIEFF, CABRASER, HEIMANN .1cBERNSTEIN, LLP780 Third Avenue, 48th FloorNew York. New York 100172024Telephone: (212) 355-9500Facsimile: 12) 355-9592

Counsel hr Plaintifs Los ingtles County

Employees Retirement Association and

Sac;amen;o Count,; Employees' RetirementSystem

Joh- ! aivey, Jr.

John O. Fatcy, Jr.Laura E. RosenbaumGOODWIN PROCTER LLPExchange PlaceBoston, NIA 02109-2881


'o nseifor D fendanr El? Ricrstore

Randall W. Bodner

John 11. Ray, III

ROPES & GRAY LLP

One International Place

Boston, MA 02110

Telephone: (617) 951-7000

Facsimile: (617) 951-7050

Counselfor DefenOants Brooks

Automatics, lnc_, Joseph R. l fca-tin,

E I yard C Grady, and Robert Pdd

ft

R_ Robert Popco

John F. Sylvia

Joseph P. Messina

Adam L. Sisitsky

MINTZ, LEVIN, COT IN, FERRIS,GLOVSKY AND POPEO, P.C.One Financial CenterBoston, MA 02111Telephone: (617) 542-6000Facsirni:e: (617) 542-2241

Counselfor Defendant Robert J. Therrien

-24-



in seeking Court approval of the Joint Motion for Certification of a Settlement Class, approval of

the Preliminary Order, the Stipulation and the Settlement, and to agree promptly upon and


the Court of the Settlement.

IT IS HEREBY AGREED by the undersigned as ofJune 18, 2008,

Steven E. FinemanDaniel P. ChiplockLIEFF, CABRASER, HEIMANN &BERNSTEIN, LLP780 Third Avenue, 48th FloorNew York, New York 10017-2024Telephone: (212) 355-9500Facsimile: (212) 355-9592

Counselfor Plaintiffs Los Angeles CountyEmployees Retirement Association andSacramento County Employees' RetirementSystem

John J. Falvey, Jr.John O. Farley, Jr.Laura E. RosenbaumGOODWIN PROCTER LLPExchange PlaceBoston, MA 02109-2881


Counselfor Defendant Ellen Richstone

Randall W. BodnerJohn H. Ray, IIIROPES & GRAY LLPOne International PlaceBoston, MA 02110Telephone : (617) 951-7000Facsimile : (617) 951-7050

Counselfor Defendants BrooksAutomation, Inc., Joseph R. Martin,Edward C Grady, and Robert W.Woodbury, Jr.

R. obert PopJohn F. SylviaJoseph P. MessinaAdam L. SisitskyMINTZ, LEVIN, COHN, FERRIS,GLOVSKY AND POPEO, P.C.One Financial CenterBoston, MA 02111Telephone: (617) 542-6000Facsimile: (617) 542-2241

Counselfor Defendant Robert J. Therrien

-24-


-/7̂ 'v ,e^ 12,'n,Thomas J. DoughertyKurt HemrSKADDEN, ARPS, SLATE, MEAGHER &-FLOM LLPOne Beacon StreetBoston , MA 02108Telephone : (617) 573-4800Facsimile : (617) 573-4822

Counselfor Defendants Roger D..Einerick

and ^, min J. Khoury

- 25 -

Case 1:06-cv-11068-RWZ Document 142-2 Filed 06/24/2008 Page 1 of 11

EXHIBIT A



IN RE BROOKS AUTOMATION, INCSECURITIES LITIGATION

THIS DOCUMENT RELATES TOALL CASES

Civil Action No. 06-11068-RWZ

ORDER PRELIMINARILY APPROVINGSETTLEMENT AND PROVIDING FOR NOTICE

WHEREAS, a consolidated class action is pending before this Court entitled: In re

Brooks Automation, Inc. Securities Litigation , Case No. 06-11068-RWZ ("Action");

WHEREAS, Plaintiffs Los Angeles County Employees Retirement Association

("LACERA") and Sacramento County Employees ' Retirement System ("SCERS") and all

Defendants in the above-captioned action (collectively, the "Parties") having made application,

pursuant to Rule 23 of the Federal Rules of Civil Procedure, for an order approving the

settlement of the claims asserted by Plaintiffs against Defendants in accordance with a

Stipulation and Agreement of Settlement Between All Parties dated as of June 18, 2008, together

with the exhibits thereto, which sets forth the terms and conditions for the proposed settlement of

the claims alleged in the Consolidated Complaint on the merits and with prejudice as against the

Defendants (the "Stipulation"); and the Court having read and considered the Stipulation and the

exhibits thereto; and the Parties to the Stipulation having consented to the entry of this Order;

and

WHEREAS, all capitalized terms used herein shall have the same meanings as set forth

in the Stipulation;

Case 1 : 06-cv-11068-RWZ Document 142-2 Filed 06/24/2008 Page 3 of 11

NOW, THEREFORE, IT IS HEREBY ORDERED, this day of , 2008 that:

1. The Court does hereby preliminarily approve the Stipulation and the settlement

(the "Settlement") set forth therein as being fair, just, reasonable and adequate as to the Class

Members, subject to further consideration at the Settlement Fairness Hearing described below.

2. Pursuant to Rules 23(a) and (b)(3) of the Federal Rules of Civil Procedure, and

for the purposes of the Settlement only, this Action is hereby provisionally certified as a class

action on behalf of all persons and entities who purchased or otherwise acquired Brooks'

common stock between July 25, 2001 through and including August 1, 2006 (the "Class

Period"), including without limitation any and all persons and entities who purchased, received

or otherwise acquired Brooks' common stock in connection with or traceable to the merger

between Brooks and Helix Technology Corporation on or about October 26, 2005, and were

damaged thereby ("Class"). Excluded from the Class are all Defendants, current or former

Brooks directors or officers, and their successors and assigns; members of the immediate family

of each of the Defendants, current or former Brooks directors or officers, and their successors

and assigns; any person, firm, trust, corporation, officer, director or other individual or entity in

which any Defendant, current or former Brooks directors or officers, and their successors and

assigns has a controlling interest or affiliation; and the legal representatives, agents, affiliates,

heirs, successors-in-interest or assigns of any such excluded party.

3. With respect to the Class, for the purposes of the Settlement only, the Court

preliminarily finds that the prerequisites for a class action under Rules 23(a) and (b)(3) of the

Federal Rules of Civil Procedure have been satisfied in that: (a) the number of Class Members is

so numerous that joinder of all members thereof is impracticable; (b) there are questions of law

and fact common to the Class; (c) the claims of the Plaintiffs are typical of the claims of the

-2-


Class they seek to represent; (d) Plaintiffs will fairly and adequately represent the interests of the

Class; (e) the questions of law and fact common to the members of the Class predominate over

any questions affecting only individual members of the Class; and (f) a class action is superior to

other available methods for the fair and efficient adjudication of the controversy.

4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure and for the purposes

of the Settlement only, LACERA and SCERS are certified as Class Representatives . Lieff,

Cabraser, Heimann & Bernstein, LLP, which was previously appointed Lead Counsel in this

Action, is hereby appointed Class Counsel.

5. In the event any part of the Settlement is not finally approved or approval is

subsequently reversed or vacated on appeal, the certification of the Class for purposes of

settlement only shall have no continuing effect and shall not be of any import or entitled to any

weight in the event of any further litigation of this Action.

6. A hearing pursuant to Rule 23(e) of the Federal Rules of Civil Procedure shall be

held before this Court on at a.m./p.m. ("Settlement Fairness

Hearing") for the following purposes:

a. to finally determine whether for purposes of the Settlement, this Action satisfies

the applicable prerequisites for class action treatment under Rules 23(a) and (b)(3)

of the Federal Rules of Civil Procedure;

b. to determine whether the Settlement is fair, reasonable, and adequate, as to the

Class and should be approved by the Court;

c. to determine whether the Order and Final Judgments as provided under the

Stipulation should be entered, dismissing the Consolidated Complaint filed here,

on the merits and with prejudice, and to determine whether the release by the

-3-


Class of the Settled Claims, as set forth in the Stipulation, should be provided to

the Released Parties;

d. to determine whether the proposed Plan of Allocation for the proceeds of the

Settlement shall be approved by the Court;

e. to consider any objections to Lead Counsel's fee and expense application; and

f. to rule upon such other matters as the Court may deem appropriate.

7. Either at a subsequent hearing to be set by the Court at the Settlement Fairness

Hearing, or on the same date as the Settlement Fairness Hearing but subsequent to determination

of whether the Order and Final Judgments should be entered, the Court will determine whether

the application for attorneys' fees or reimbursement of expenses shall be approved.

8. The Court reserves the right to approve the Settlement with or without

modification (subject to the Defendants' rights to terminate the Settlement Agreement) and with

or without further notice of any kind.

9. The Court approves the form, substance and requirements of the Notice of

Pendency of Class Action and Proposed Settlement, Motion for Attorneys' Fees and Expenses

and Settlement Fairness Hearing ("Notice"), Proof of Claim and Release form ("Proof of

Claim"), and the Summary Notice of Pendency of Class Action, Proposed Settlement and

Settlement Hearing ("Publication Notice"), annexed hereto as Exhibits 1, 2, and 3, respectively.

10. The Court approves the appointment of Gilardi & Co., LLC as the Claims

Administrator.

11. The Claims Administrator shall cause the Notice and the Proof of Claim,

substantially in the forms annexed hereto, to be mailed, by first-class mail, postage prepaid, no

less than seventy-five (75) days before the Settlement Fairness Hearing to all Class Members

-4-


who can be identified with reasonable effort. The Claims Administrator shall use reasonable

efforts to give notice to nominee purchasers such as brokerage firms and other persons or entities

who purchased or otherwise acquired Brooks common stock during the Class Period as record

owners but not as beneficial owners. Such nominee purchasers are directed to, within seven (7)

days of their receipt of the Notice, either forward copies of the Notice and Proof of Claim to their

beneficial owners or to provide the Claims Administrator with lists of the names and addresses

of the beneficial owners, and the Claims Administrator is ordered to send the Notice and Proof of

Claim promptly to such identified beneficial owners. Nominee purchasers who elect to send the

Notice and Proof of Claim to their beneficial owners shall send a statement to the Claims

Administrator confirming that the mailing was made as directed. Additional copies of the Notice

shall be made available to any record holder requesting such for the purpose of distribution to

beneficial owners, and such record holders shall be reimbursed from the Gross Settlement Fund,

upon receipt by the Claims Administrator of proper documentation, for the reasonable expense of

sending the Notices and Proofs of Claim to beneficial owners. Lead Counsel shall, at or before

the Settlement Fairness Hearing, file with the Court proof of mailing of the Notice and Proof of

Claim.

12. The Court approves the form of Publication Notice of the pendency of this class

action and the proposed Settlement in substantially the form and content annexed hereto as

Exhibit 3 and directs that Lead Counsel shall cause the Publication Notice to be published in the

national editions of the Investor's Business Daily and the Business Wire within ten (10) days of

the mailing of the Notice. Lead Counsel shall, at or before the Settlement Fairness Hearing, file

with the Court proof ofpublication of the Publication Notice.

-5-


13. The form and content of the Notice, and the method set forth herein of notifying

the Class of the Settlement and its terms and conditions, meet the requirements of Rule 23 of the

Federal Rules of Civil Procedure, Section 21D(a)(7) of the Securities Exchange Act of 1934, 15

U.S.C. § 78u-4(a)(7), as amended by the Private Securities Litigation Reform Act of 1995, and

due process, constitute the best notice practicable under the circumstances, and shall constitute

due and sufficient notice to all persons and entities entitled thereto.

14. In order to be entitled to participate in the Net Settlement Fund, in the event the

Settlement is effected in accordance with the terms and conditions set forth in the Stipulation,

each Class Member shall take the following actions and be subject to the following conditions:

a. A properly executed Proof of Claim, substantially in the form attached hereto as

Exhibit 2, must be submitted to the Claims Administrator, at the Post Office Box

indicated in the Notice, postmarked not later than sixty (60) days after the date of

mailing of the Notice and Proof of Claim to Class Members. Such deadline may

be further extended by Court Order. Each Proof of Claim shall be deemed to have

been submitted when postmarked (if properly addressed and mailed by first-class

mail, postage prepaid) provided such Proof of Claim is actually received prior to

the motion for an order of the Court approving distribution of the Net Settlement

Fund. Any Proof of Claim submitted in any other manner shall be deemed to

have been submitted when it was actually received at the address designated in

the Notice.

b. The Proof of Claim submitted by each Class Member must satisfy the following

conditions: (i) it must be properly completed, signed and submitted in a timely

manner in accordance with the provisions of the preceding subparagraph; (ii) for

-6-


Class Members who purchased or acquired more than 2,500 shares of Brooks

common stock during the Class Period, it must be accompanied by adequate

supporting documentation for the transactions reported therein, in the form of

broker confirmation slips, broker account statements, an authorized statement

from the broker containing the transactional information found in a broker

confirmation slip, or such other documentation as is deemed adequate by Lead

Counsel; (iii) if the person executing the Proof of Claim is acting in a

representative capacity, a certification of his or her current authority to act on

behalf of the Class Member must be included in the Proof of Claim; and (iv) the

Proof of Claim must be complete and contain no material deletions or

modifications of any of the printed matter contained therein. For Class Members

who purchased or acquired 2,500 or fewer shares of Brooks common stock during

the Class Period and who do not know the exact date(s) on which or price(s) at

which the shares were purchased or sold, such shareholders are required only to

state the number of shares and estimate the date(s) and price(s) of such purchases

and sales and provide the name of the brokerage firm(s) that the shareholder used

to buy or sell such shares. Lead Counsel may allow the Claims Administrator to

waive non-substantive defects in any Proof of Claim submitted in the interests of

achieving substantial justice.

c. As part of the Proof of Claim, each Class Member shall submit to the jurisdiction

of the Court with respect to the claim submitted, and shall (subject to effectuation

of the Settlement) release all Settled Claims as provided in the Stipulation.

-7-


15. Class Members shall be bound by all determinations and judgments in this

Action, whether favorable or unfavorable, unless such persons request exclusion from the Class

in a timely and proper manner, as hereinafter provided. A Class Member wishing to make such

request shall mail the request in written form by first-class mail postmarked no later than twenty-

one (21) days before the Settlement Fairness Hearing to the address designated in the Notice.

Such request for exclusion should clearly indicate the name, address and telephone number of

the person or entity seeking exclusion, that the sender requests to be excluded from the Class in

the In re Brooks Automation, Inc. Securities Litigation , and must be signed by such person or

entity. The failure to provide the address and telephone number will not be a basis to disregard

the request for exclusion. Such persons or entities requesting exclusion are also requested to

state: the date(s), price(s), and number(s) of shares of all purchases, acquisitions and sales of

Brooks common stock during the Class Period. For persons requesting exclusion who purchased

or acquired 2,500 shares or fewer and do not know the exact number of shares, date or price for

the purchase(s) or sale(s), such persons are requested to estimate the number of shares and the

date(s) and price(s), and provide the name of the brokerage firm(s) used to buy and sell such

person's Brooks stock. The request for exclusion shall not be effective unless it provides the

required information and is made within the time stated above, or the exclusion is otherwise

accepted by the Court. The Claims Administrator shall provide copies of any requests for

exclusion to Lead Counsel and Defendants' Counsel within two (2) days of receipt of any

request for exclusion.

16. Class Members requesting exclusion from the Class shall not be entitled to

receive any payment out of the Net Settlement Fund as described in the Stipulation and Notice.

-8-


17. The Court will consider comments and/or objections to the Settlement , the Plan of

Allocation, or Lead Counsel's application for an award of attorneys' fees and reimbursement of

expenses if such comments or objections are sent in writing, on or before twenty-one (21) days

before the Settlement Fairness Hearing to Lead Counsel at the following address: Steven E.

Fineman Esq . / Daniel P. Chiplock , Esq., Lieff, Cabraser, Heimann & Bernstein , LLP, 780 Third

Avenue, 48th Floor, New York, NY 10017. Lead Counsel shall file the objection with the Court

and serve a copy on Defendants' Counsel immediately upon receipt. Attendance at the hearing is

not necessary; however, the Court requests that persons wishing to be heard orally in opposition

to the approval of the Settlement, the Plan of Allocation, and/or Lead Counsel's request for

attorneys' fees and reimbursement of expenses indicate in their written objection their intention

to appear at the hearing. The Court also requests that persons who intend to object to the

Settlement, the Plan of Allocation, and/or Lead Counsel's application for reimbursement of

expenses and desire to present evidence at the Settlement Fairness Hearing so state. These

persons may be contacted by Lead Counsel and Defendants' Counsel to determine the identity of

any witnesses they may call to testify and exhibits they intend to introduce into evidence at the

Settlement Fairness Hearing in order to establish how much time the Court should set aside at the

Settlement Fairness Hearing. Class Members need not appear at the hearing or take any other

action to indicate their approval.

18. Any Class Member may enter an appearance in the Action, at his, her or its own

expense, individually or through counsel of choice. Class Members who do not enter an

appearance will be represented by Lead Counsel.

19. All proceedings in the Action are stayed until further order of the Court, except as

may be necessary to implement the Settlement or comply with the terms of the Stipulation.

-9-


Pending final determination of whether the Settlement should be approved, Plaintiffs, all Class

Members, and each of them, and anyone who acts or purports to act on their behalf, shall not

institute, commence or prosecute any action which asserts Settled Claims against any Released

Party.

20. As provided in the Stipulation, Lead Counsel may pay the Claims Administrator

the reasonable fees and costs associated with giving notice to the Class Members and the review

of claims and administration of the Settlement out of the Gross Settlement Fund without further

Court approval.

21. All motions and papers in support of the Settlement, the Plan of Allocation, and

any application by Lead Counsel for an award of attorneys' fees and reimbursement of expenses

shall be filed and served seven (7) days prior to the Settlement Fairness Hearing.

22. The Court retains exclusive jurisdiction over the Action to consider all further

matters arising out of or connected with the Settlement.

IT IS SO ORDERED this day of , 2008.

The Honorable Rya W. ZobelUnited States District CourtDistrict of Massachusetts

-10-


EXHIBIT l



IN RE BROOKS AUTOMATION, INC.Civil Action No: 06-11068-RWZ

SECURITIES LITIGATION

NOTICE OF PENDENCY OFCLASS ACTION AND PROPOSED SETTLEMENT,

MOTION FOR ATTORNEYS' FEES AND EXPENSES ANDSETTLEMENT FAIRNESS HEARING

If you purchased or otherwise acquired Brooks Automation, Inc. common stockbetween July 25, 2001 and August 1, 2006, inclusive, you could receive a

payment from the settlement of a class action.

A federal court authorized this notice . This is not a solicitation from a lawyer.

A settlement has been reached in the above-captioned action (the "Action") betweenLos Angeles County Employees Retirement Association ("LACERA") andSacramento Employees' Retirement Association ("SCERS") (collectively"Plaintiffs"), and Brooks Automation, Inc. ("Brooks," or the "Company") and certainindividuals who are present and former directors and officers of Brooks (collectively,"Defendants"). This settlement will provide $7.75 million to pay claims frominvestors who purchased, received or otherwise acquired the common stock ofbetween July 25, 2001 and August 1, 2006, inclusive ("Class Period"), including butnot limited to any persons and entities who purchased, received or otherwise acquiredBrooks' common stock in connection with or traceable to the merger between Brooksand Helix Technology Corporation on or about October 26, 2005, and were damagedthereby. The $7.75 million cash settlement will be funded by a cash payment into anescrow account established pursuant to the settlement agreement.

• The settlement resolves a consolidated set of lawsuits and claims filed by variousplaintiffs against Defendants. The class action lawsuits have been consolidated andLead Counsel for the Class have filed a Consolidated Complaint describing theallegations against Defendants. It generally alleges that Defendants retroactivelyassigned advantageous dates to stock options granted to Brooks employees anddirectors, to increase the value of the stock options, without recording an appropriatecompensation expense on Brooks financial statements, which the ConsolidatedComplaint alleges resulted in material misstatements and omissions in Brooks'financial filings with the Securities and Exchange Commission. In settling thismatter, Defendants have not admitted to any of Plaintiffs' allegations or otherwiseconceded or admitted to any wrongdoing or damages.

If you need assistance, please call (877) 458-3695.You can obtain additional claim forms on the intemet at www.gilardi.com/BrooksAutornation/.


• Your legal rights are affected whether you act or do not act. Read this noticecarefully.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT:

SUBMIT A CLAIM The only way to get a payment.FORM

EXCLUDE Get no payment . This is the only option that allows youYOURSELF to ever be part of any other lawsuit against the Defendants

about the Settled Claims.

OBJECT Write to the Court about why you do not like thesettlement , the Plan of Allocation or Lead Counsel'sapplication for an award of attorneys ' fees andreimbursement of expenses.

GO TO A HEARING Ask to speak in Court about the settlement , the Plan ofAllocation or Lead Counsel's application for an award ofattorneys ' fees and reimbursement of expenses.

DO NOTHING Get no payment , and your right to sue or participate inanother lawsuit against the Defendants relating to theSettled Claims is barred.

To obtain more information, you may contact the Claims Administrator , Gilardi & Co., LLC.You may also contact Lead Counsel:

Steven E. FinemanDaniel P. ChiplockLIEFF, CABRASER, HEIMANN &BERNSTEIN, LLP780 Third Avenue, 48th FloorNew York, New York 10017-2024

+ These rights and options - and the deadlines to exercise them - are explained inthis notice.

-3-


The Court in charge of this case still has to decide whether to approve thesettlement. Payments will be made if the Court approves the settlement and afterappeals, if any, are resolved. Please be patient.

SUMMARY NOTICE

Statement of Plaintiff Recovery

Pursuant to the settlement described herein, a Settlement Fund consisting of $7,750,000in cash, plus interest, has been established. Plaintiffs estimate that there were approximately44.7 million shares of Brooks common stock traded during the Class Period that may have beendamaged. Plaintiffs estimate that the average recovery per damaged share of Brooks commonstock under the settlement is $0.171 before deduction of Court-awarded attorneys' fees andexpenses. A Class Member's actual recovery will be a proportion of the Net Settlement Funddetermined by that claimant's Recognized Claim as compared to the total Recognized Claims ofall Class Members who submit acceptable Proof of Claim and Release forms ("Proofs ofClaim"). Depending on the number of claims submitted, when during the Class Period a ClassMember purchased or acquired shares of Brooks common stock, the purchase price paid, andwhether those shares were held at the end of the Class Period or sold during the Class Period(and, if sold, when they were sold and the amount received), an individual Class Member mayreceive more or less than this average amount. See the Plan of Allocation below for moreinformation on your Recognized Claim.

Statement of Potential Outcome of Case

The parties vigorously disagree on liability, damages, and the average amount ofdamages per share that would be recoverable if Plaintiffs were to have prevailed on each claimalleged. The issues on which the parties disagree include: (a) the appropriate economic modelfor determining the amount, if any, by which Brooks common stock was artificially inflatedduring the Class Period; (b) the amount, if any, by which Brooks common stock was artificiallyinflated during the Class Period; (c) the effect of various market forces that influenced thetrading price of Brooks common stock during the Class Period; (d) the extent to which externalfactors, such as general market and industry conditions, or unusual levels of volatility, influencedthe trading price of Brooks common stock during the Class Period; (e) the extent, if any, towhich the various matters that Plaintiffs alleged were materially false or misleading influencedthe trading price of Brooks common stock during the Class Period; (f) whether any allegedlyfalse or misleading statements made by Defendants were material and thus actionable; and (g)whether any allegedly materially false or misleading statements made by Defendants were madewith the requisite level of intent under the federal securities laws and were not merely the resultof neglect, confusion, or poor judgment. The Defendants deny that they are liable to Plaintiffs orthe Class and deny that Plaintiffs or the Class have suffered any recoverable damages.

' An allegedly damaged share might have been traded more than once during the Class Period, and the indicatedaverage recovery would be the total for all purchasers of that share.

-4-


Statement of Fees and Expenses Sought

Lead Counsel have litigated this Action on a contingent basis and have conducted thislitigation and advanced the expenses of litigation with the expectation that if they weresuccessful in recovering money for the Class, they would receive fees and be reimbursed fortheir expenses from the Settlement Fund, as is customary in this type of litigation. Court-appointed Lead Counsel will ask the Court for an award of attorneys' fees not to exceed 12% ofthe Gross Settlement Fund and reimbursement of expenses not to exceed $150,000.00 plus anappropriate amount of interest on such amounts. If the above amounts are requested andapproved by the Court, the approximate cost per damaged share of Brooks common stock will be$0.02.

Reasons for the Settlement

Plaintiffs and their counsel have determined that the settlement presents the bestopportunity for a recovery from the Defendants participating in the settlement. While LeadCounsel were prepared to go to trial and were confident about the case, a trial is a riskyproposition, and Plaintiffs might not have prevailed. The claims in this case involve numerouscomplex legal and factual issues that would require extensive and costly expert testimony.Among the issues on which the two sides do not agree are: (1) the amount of damages that couldbe recovered at trial; (2) the method for determining whether Brooks common stock wasartificially inflated during the relevant period; (3) the amount of any such inflation; (4) the extentthat various facts alleged by Plaintiffs resulted in Brooks making statements that were materiallyfalse or misleading; (5) the extent that various facts alleged by Plaintiffs influenced the tradingprice of Brooks common stock during the relevant period; and (6) whether the facts alleged werematerial, false, misleading or otherwise actionable under the securities laws.

[END OF COVER PAGE]

WHAT THIS NOTICE CONTAINS

Page

BASIC INFORMATION .................................................................................................. 8

1. Why did I get this notice package? 8

2. What is this lawsuit about? 8

3. Why is this action a class action? 9

4. Why is there a settlement? 9

WHO IS IN THE SETTLEMENT.................................................................................... 9

-5-


5. How do I know if I am part of the settlement? 9

6. Are there exceptions to being included? 10

7. lam still not sure if I am included? 10

THE SETTLEMENT BENEFITS - WHAT YOU GET .............................................. 10

8. What does the settlement provide? 10

9. How much will my payment be? 10

HOW YOU GET A PAYMENT - SUBMITTING A PROOF OF CLAIM FORM.... 11

10. How can I get a payment? 11

11. When would I get my payment? 11

12. What am I giving up to get a payment or stay in the Class? 11

EXCLUDING YOURSELF FROM THE SETTLEMENT ............................................ 12

13. How do I get out of the proposed settlement? 12

14. If I do not exclude myself, can I sue the Defendants and the other Released Parties for thesame thing later? 13

15. If I exclude myself, can I get money from the proposed settlement? 13

THE LAWYERS REPRESENTING YOU .................................................................... 13

16. Do I have a lawyer in this case? 13

17. How will the lawyers be paid? 13

OBJECTING TO THE SETTLEMENT ......................................................................... 13

18. How do I tell the Court that I do not like the proposed settlement? 14

19. What is the difference between objecting and excluding? 15

THE COURT'S SETTLEMENT FAIRNESS HEARING ............................................. 15

20. When and where will the Court decide whether to approve the proposed settlement?15

21. Do I have to come to the hearing? 16

22. May I speak at the hearing? 16

-6-


IF YOU DO NOTHING ................................................................................................. 16

23. What happens if I do nothing at all? 16

GETTING MORE INFORMATION .............................................................................. 16

24. Are there more details about the proposed settlement? 16

25. How do I get more information? 17

PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG CLASS MEMBERS

SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES ......... 20

-7-


BASIC INFORMATION

1. Why did I get this notice package?

You or someone in your family may have purchased, received or otherwise acquired shares ofBrooks common stock between July 25, 2001 and August 1, 2006, inclusive. If you or someonein your family purchased, received or otherwise acquired Brooks common stock during thisperiod and suffered a loss as a result of those purchases and/or acquisitions, you are a member ofthe Class, unless you fall within the exceptions described in Question 6 below.

The Court directed that this Notice be sent to Class Members because they have a right to knowabout the proposed settlement of a class action lawsuit, and about all of their options, before theCourt decides whether to approve the settlement. If the Court approves the settlement, and afterobjections and appeals, if any, are resolved, an administrator appointed by the Court will makethe payments that the settlement allows.

This package explains the lawsuit, the settlement, Class Members' legal rights, what benefits areavailable, who is eligible for them, and how to get them.

The Court in charge of the case is the United States District Court for the District ofMassachusetts, and the case is known as In re Brooks Automation, Inc. Securities Litigation,Docket No. 06-11068-RWZ. This case was assigned to Judge Rya W. Zobel of the United StatesDistrict Court for the District of Massachusetts, sitting at Boston.

The people and entities who have filed and directed the lawsuit are called the plaintiffs. Theseinclude LACERA and SCERS.

The company, individuals and other entities they sued are called the Defendants. These includeBrooks Automation, Inc., as well as Robert J. Therrien, Ellen B. Richstone, Roger D. Emerick,Amin J. Khoury, Joseph R. Martin, Edward C. Grady, and Robert W. Woodbury, Jr.

Once the settlement is approved, the plaintiffs' action will be dismissed in its entirety.

2. What is this lawsuit about?

This lawsuit was brought as a class action alleging that the Defendants violated various sectionsof the Federal securities laws. The lawsuit alleges that Brooks officers and directorsretroactively assigned advantageous dates to stock options granted to Brooks employees anddirectors and did not properly account for the associated compensation expense. The lawsuitfurther alleges that this activity led to material misstatements and omissions in Brooks' financialfilings with the SEC.

If you need assistance, please call (877) 458-3695.You can obtain additional claim forms on the internet at www.gilardi.com/BrooksAutomation/.

-8-


The Defendants deny that they did anything wrong. Although the Court did rule that Plaintiffshad pleaded sufficient facts giving rise to many of their claims, the Court did not decide whichside ultimately was right. But both sides agreed to the settlement to ensure a resolution and toprovide benefits to Class Members.

3. Why is this action a class action?

In a class action, one or more people called class representatives (in this case LACERA andSCERS), sue on behalf of people who have similar claims. All these people are referred tocollectively as a Class, or individually as Class Members . One court resolves the issues for allClass Members , except for those who exclude themselves from the Class.

4. Why is there a settlement?

The Court did not decide in favor of Plaintiffs or the Defendants. Instead, the parties that areparticipating in the settlement have agreed to resolve the claims. By settling, the parties avoidthe risks and cost of a trial, and eligible Class Members who submit valid claims will receivecompensation. Plaintiffs and their attorneys think the settlement is best for all Class Members.

WHO IS IN THE SETTLEMENT

To see if you will get money from the settlement, you first have to decide if you are a ClassMember.

5. How do I know if I am part of the settlement?

The Court has directed that, for purposes of the settlement, everyone who fits this description is aClass Member: all persons and entities who purchased or otherwise acquired Brooks commonstock between July 25, 2001 through and including August 1, 2006 (the "Class Period'),including but not limited to any and all persons and entities who purchased, received orotherwise acquired Brooks common stock in connection with or traceable to the merger betweenBrooks and Helix Technology Corporation on or about October 26, 2005, and were damagedthereby, as asserted in the Consolidated Complaint, with the exception ofall Defendants, currentorformer Brooks directors or officers, members ofthe immediatefamily ofeach ofDefendants,current orformer Brooks directors or officers, and their successors and assigns; any person,firm, trust, corporation, officer, director or other individual or entity in which any Defendant,current orformer Brooks directors or officers, and their successors and assigns has acontrolling interest or affiliation; and the legal representatives, agents, affiliates, heirs,successors-in-interest or assigns ofany such excluded party.

-9-


6. Are there exceptions to being included?

Excluded from the Class are Brooks Automation, Inc., all of the individual defendants, and allcurrent or former Brooks directors and officers; members of the immediate family of each ofDefendants, current or former Brooks directors or officers, and their successors and assigns; anyperson, firm, trust, corporation, officer, director or other individual or entity in which anyDefendant, current or former Brooks directors or officers, and their successors and assigns has acontrolling interest or affiliation; and the legal representatives, agents, affiliates, heirs,successors-in-interest or assigns of any such excluded party.

If one of your mutual funds purchased, received or otherwise acquired shares of Brooks commonstock during the Class Period, that does not make you a Class Member. You are a Class Memberonly if you directly purchased, received or otherwise acquired shares of Brooks common stockduring the Class Period. Check your investment records or contact your broker to see if youpurchased, received or otherwise acquired Brooks common stock during the Class Period.

If you sold Brooks common stock during the Class Period, that does not make you a ClassMember. You are a Class Member only if you purchased, received or otherwise acquired sharesof Brooks during the Class Period.

7. I am still not sure if I am included?

If you are still not sure whether you are included, you can ask for free help. You can call theClaims Administrator at (877) 458-3695. Or you can fill out and return the Proof of Claim formdescribed in the answer to Question 10, to see if you qualify.

THE SETTLEMENT BENEFITS - WHAT YOU GET

8. What does the settlement provide?

The Defendants have agreed to provide $7.75 million in cash. The balance of this fund afterpayment of court-approved attorneys' fees and expenses and the costs of claims administration,including the costs of printing and mailing this notice and the cost of publishing a newspapernotice (the "Net Settlement Fund") will be divided, to the extent possible, among all eligibleClass Members who send in valid Proof of Claim forms. See the Plan of Allocation below formore information.

9. How much will my payment be?

Your share of the fund will depend on the total Recognized Claims represented by the validProof of Claim forms that Class Members send in, how many shares of Brooks common stockyou bought, received or otherwise acquired, how much you paid for those shares, and when you

-10-


bought, received and/or acquired and whether or when you sold them, and if so, for how muchyou sold them.

You can calculate your Recognized Claim in accordance with the formula shown below in thePlan of Allocation. It is unlikely that you will get a payment for all of your Recognized Claim.After all Class Members have sent in their Proof of Claim forms, the payment you get will be apart of the Net Settlement Fund equal to your Recognized Claim divided by the total ofeveryone's Recognized Claims. See the Plan of Allocation below for more information on yourRecognized Claim.

HOW YOU GET A PAYMENT - SUBMITTING A PROOF OF CLAIMFORM

10. How can I get a payment?

To qualify for a payment, you must be an eligible Class Member and send in a Proof of Claimform. A Proof of Claim form is being circulated with this notice. You may also get a claim formon the internet at www.gilardi.com/BrooksAutomation/. Read the instructions carefully, fill outthe Proof of Claim form, include all the documents the form asks for, sign it, and mail itpostmarked no later than -[date]

11. When would I get my payment?

The Court will hold a hearing on [date]- to decide whether to approve the settlement. Ifthe Court approves the settlement, after that, there may be appeals. It is always uncertainwhether these appeals can be resolved, and resolving them can take time, perhaps more than ayear. It also takes time for all the Proofs of Claim to be processed. Please be patient.

12. What am I giving up to get a payment or stay in the Class?

Unless you exclude yourself, you are included in the Class, and that means that, upon the"Effective Date" (as defined below), you will release all "Settled Claims," (as defined below)against the "Released Parties" (as defined below).

The "Effective Date" will occur when the Orders entered by the Court approving the settlementbecome final and not subject to appeal.

"Settled Claims" means all direct or indirect claims, obligations, costs, damages, losses, anddemands whatsoever, rights, liabilities, actions, and causes of action of any nature, known orunknown, suspected or unsuspected, fixed or contingent, at law or in equity that have been orcould have been asserted in the Action based upon, arising out of, relating to, or in connectionwith any representations or omissions concerning any of Brooks' stock option grants or itsdisclosures or accounting for such options during the Class Period, including, without limitation,any claims of fraud, bad faith, breach of covenant of good faith and fair dealing, contract or tort

-11-


related claims, or failure to act. The term "Settled Claims" does not include the derivativeclaims asserted in any shareholder derivative lawsuit pending at the time of this Stipulation basedupon, arising out of, relating to or in connection with Brooks' stock option grants or itsdisclosures or accounting for such grants.

"Settled Defendants' Claims" means all claims that have been or could have been asserted in theAction or any forum by any of the Released Parties against any of the Plaintiffs, Class Members,or their attorneys, based upon, arising out of, relating to or in connection with any purchase orsale of Brooks' common stock during the Class Period or the prosecution of any action orproceeding based on such claims (except for claims to enforce the provisions of the Settlement).

"Released Parties" means the Defendants and the current and former directors, officers,employees, agents, affiliates, attorneys, insurers, subsidiaries, parents, and the legalrepresentatives, heirs, successors in interest, or assigns of Defendants.

If you remain a member of the Class, all of the Court's orders will apply to you and legally bindyou.

EXCLUDING YOURSELF FROM THE SETTLEMENT

If you do not want a payment from the settlement, but you want to keep any right you may haveto sue or continue to sue any of the Defendants and Released Parties, on your own, about theSettled Claims, then you must take steps to get out of the Class. This is called "excludingyourself' - or is sometimes referred to as "opting out" of the Settlement Class. The Defendantsmay withdraw from and terminate their respective partial settlement if putative Class Memberswho purchased or acquired in excess of a certain amount of Brooks common stock excludethemselves from the Class.

13. How do I get out of the proposed settlement?

To exclude yourself from the Class, you must send a signed letter by mail stating that you"request exclusion from the Class in In re Brooks Automation, Inc., Securities Litigation, DocketNo. 06-11068-RWZ." Your letter should state the date(s), price(s), and number(s) of shares ofall your purchases, acquisitions, and sales of Brooks common stock during the Class Period,though the failure to include this information will not make your request defective. In the eventyou purchased 2,500 or fewer shares of Brooks common stock and do not know the exactamount, date or price at which you purchased, acquired or sold your shares of Brooks commonstock, estimate the number of shares and the date(s) and price(s), and provide the name of thebrokerage firm(s) that you used to buy and sell your Brooks stock. You must mail yourexclusion request postmarked no later than [date] to:

In re Brooks Automation Securities LitigationEXCLUSIONS

c/o Gilardi & Co., LLCClaims Administrator

P.O. Box 5100

-12-


Larkspur , CA 94977-5 100

You cannot exclude yourself by telephone or by e-mail. If you ask to be excluded, you are noteligible to receive payment, and you cannot object to the settlement, the Plan of Allocation orLead Counsel's application for an award of attorneys' fees and reimbursement of expenses. Ifyou exclude yourself, you will not be legally bound by anything that happens in this lawsuit.

14. If I do not exclude myself, can I sue the Defendants and the other Released Parties for thesame thing later?

No. Unless you exclude yourself, you give up any rights to sue Brooks, the Defendants, or theother Released Parties for any and all Settled Claims. If you have a pending lawsuit, speak toyour lawyer in that case immediately. You must exclude yourself from this Class to continueyour own lawsuit. Remember, the exclusion deadline is [date]

15. If I exclude myself, can I get money from the proposed settlement?

No. If you exclude yourself, do not send in a Proof of Claim form to ask for any money. Butyou may exercise any right you may have to sue, continue to sue, or be part of a different lawsuitagainst the Defendants and the other Released Parties.

THE LAWYERS REPRESENTING YOU

16. Do I have a lawyer in this case?

The law firm that was appointed by the court as Lead Counsel for the Class (Lieff, Cabraser,Heimann & Bernstein, LLP) will represent you and the other Class Members. These lawyers arecalled Lead Counsel. You will not be separately charged for these lawyers. If you want to berepresented by your own lawyer, you may hire one at your own expense.

17. How will the lawyers be paid?

Lead Counsel will ask the Court for an award of attorneys' fees not to exceed 12% of the GrossSettlement Fund and for reimbursement of expenses not to exceed $150,000.00, plus anappropriate amount of interest on both amounts. If these amounts are requested and approved bythe Court, the approximate cost per damaged share will be $0.02. Lead Counsel, withoutfurther notice to the Class, may subsequently apply to the Court for fees and expenses incurred inconnection with administering and distributing the settlement proceeds to the members of theClass and any proceedings subsequent to the Settlement Fairness Hearing.

OBJECTING TO THE SETTLEMENT

-13-


You can tell the Court that you do not agree with the settlement or some part of it.

18. How do I tell the Court that I do not like the proposed settlement?

If you are a Class Member, you can object to the settlement or any of its terms, the proposedPlan of Allocation and/or the application by Lead Counsel for an award of attorneys' fees andreimbursement of expenses. You may write to Lead Counsel setting out your objection and LeadCounsel will file your objection with the Court. You may give reasons why you think the Courtshould not approve any or all of the terms or arrangements of the settlement. The Court willconsider your views if you file a proper objection within the deadline identified, and according tothe following procedures.

To object, the Court requests that you send a signed letter stating that you object to the proposedsettlement in the case of In re Brooks Automation, Inc., Securities Litigation, Docket No. 06-11068-RWZ. Be sure to include your name, address, telephone number, and your signature,identify the date(s), price(s), and number(s) of shares of all purchases, acquisitions, and sales ofBrooks common stock you made during the Class Period to the best of your ability, and state thereasons why you object to the settlement. The Court requests that your objection be submitted toLead Counsel listed below on or before [date] . Lead Counsel will file yourobjection with the Court and serve a copy on counsel for the Defendants immediately uponreceipt.

Lead Counsel:

Steven E. FinemanDaniel P. ChiplockIEFF, CABRASER, HEIMANN &ERNSTEIN, LLP

780 Third Avenue, 48th FloorNew York, New York 10017-2024

Defendants ' Counsel:

andall W. Bodner R. Robert Popeoohn H. Ray, III John F. SylviaOPES & GRAY LLP INTZ, LEVIN, COHN, FERRIS, GLOVSKY

One International Place ND POPEO, P.C.Boston, MA 02110 One Financial Center

Boston, MA 02111

-14-


homas J. Dougherty John J. Falvey, Jr.urt Hemr John O. Farley, Jr.KADDEN, ARPS, SLATE, MEAGHER & Laura E. RosenbaumM LLPBeacon Streetcn. MA 02108

PROCTER LLPchange Placeston, MA 02109-2881

19. What is the difference between objecting and excluding?

Objecting is simply telling the Court that you do not like something about the proposedsettlement. You can object only if you stay in the Class. Excluding yourself is telling the Courtthat you do not want to be part of the Class. If you exclude yourself, you have no basis to objectbecause the case no longer affects you.

THE COURT'S SETTLEMENT FAIRNESS HEARING

The Court will hold a hearing to decide whether to approve the proposed settlement. You mayattend and you may ask to speak, but you do not have to.

20. When and where will the Court decide whether to approve the proposed settlement?

The Court will hold a Settlement Fairness Hearing at -[time] on [date] , at theUnited States District Court for the District of Massachusetts, John Joseph Moakley U.S.Courthouse, 1 Courthouse Way, Boston, Massachusetts 02210, in Courtroom _[#] . At thishearing the Court will consider, separately, whether the settlement is fair, reasonable andadequate. At the Settlement Fairness Hearing, the Court also will consider the proposed Plan ofAllocation for the proceeds of the Net Settlement Fund. The Court will take into considerationany written objections filed in accordance with the instructions at Question 18. The Court mayalso listen to people who have properly indicated, within the deadline identified above, anintention to speak at the hearing; but decisions regarding the conduct of the hearing will be madeby the Court. See Question 22 for more information about speaking at the hearing. The Courtmay also wait to decide whether to approve the settlement or the Plan of Allocation. The Courtwill receive comments concerning Lead Counsel's fee and expense request at the hearingdescribed above, but will decide the matter at a subsequent hearing to be set by the Court at thehearing on [date] . If there are objections, the Court will consider them. Judge Zobelwill listen to people who have asked to speak at the hearing. The Court may decide these issuesat the hearing or take them under consideration. We do not know how long these decisions willtake.

You should be aware that the Court may change the date and time of the Settlement FairnessHearing. Thus, if you want to come to the hearing, you should check with Lead Counsel beforecoming to be sure that the date and/or time has not changed.

-15-


21. Do I have to come to the hearing?

No. Lead Counsel will answer questions the Court may have. But, you are welcome to come atyour own expense. If you send an objection, you do not have to come to Court to talk about it.As long as you file your written objection on time, the Court will consider it. You may also payyour own lawyer to attend, but it is not necessary. Class Members do not need to appear at thehearing or take any other action to indicate their approval.

22. May I speak at the hearing?

If you object to the settlement, you may ask the Court for permission to speak at the SettlementFairness Hearing. To do so, you must include with your objection (see Question 18 above) astatement stating that it is your "Notice of Intention to Appear in In re Brooks Automation, Inc.,Securities Litigation, Docket No. 06-11068-RWZ." Persons who intend to object to thesettlement, the Plan of Allocation, and/or Lead Counsel's application for an award of attorneys'fees and expenses and desire to present evidence at the Settlement Fairness Hearing may becontacted by Lead Counsel and Defendants' Counsel to determine the identity of any witnessesthe objector may call to testify and exhibits the objector intends to introduce into evidence at theSettlement Fairness Hearing in order to establish how much time the Court should set aside at theSettlement Fairness Hearing. You cannot speak at the hearing if you excluded yourself from theClass or if you have not provided written notice of your intention to speak at the SettlementFairness Hearing by the deadline identified, and in accordance with the procedures described inQuestions 18 and 20 above.

IF YOU DO NOTHING

23. What happens if I do nothing at all?

If you do nothing, you will get no money from the settlement, and you will be precluded fromstarting a lawsuit, continuing with a lawsuit, or being part of any other lawsuit against theDefendants and the other Released Parties about the Settled Claims, ever again.

To share in the Net Settlement Fund, you must submit a Proof of Claim form (see Question 10).To start, continue or be a part of any other lawsuit against the Defendants and the other ReleasedParties about the Settled Claims, you must exclude yourself from this Class (see Question 13).

GETTING MORE INFORMATION

24. Are there more details about the proposed settlement?

This notice summarizes the proposed settlement. More details are in the Stipulation andAgreement of Settlement with the Defendants dated June 18, 2008. You can get copies of the

-16-


Stipulation on the website, which is www.gilardi.com/BrooksAutomation/, or by writing to LeadCounsel:

Steven E. FinemanDaniel P. ChiplockLIEFF, CABRASER, HEIMANN &BERNSTEIN, LLP780 Third Avenue, 48th FloorNew York, New York 10017-2024

25. How do I get more information?

For even more detailed information concerning the matters involved in this Action, reference ismade to the pleadings, to the Stipulations, to the Orders entered by the Court and to the otherpapers filed in the action, which may be inspected at the Office of the Clerk of the United StatesDistrict Court for the District of Massachusetts, John Joseph Moakley U.S. Courthouse, 1Courthouse Way, Boston, Massachusetts 02210 during regular business hours.

You also can call the Claims Administrator toll-free at (877) 458-3695; write to In re BrooksAutomation, Inc. Securities Litigation , c/o Gilardi & Co., LLC, P.O. Box 990 , Corte Madera, CA94976-0990 , or visit their website at www.gilardi . com/BrooksAutomation/ where you will findanswers to common questions about the settlement , a Proof of Claim form, plus otherinformation to help you determine whether you are a Class Member and whether you are eligiblefor a payment.

Lead Counsel are available to answer questions you may have concerning your Proof of Claimform or concerning any notice that you may receive from the Claims Administrator, after theClaims Administrator reviews your submission.

DO NOT TELEPHONE THE COURT REGARDING THIS NOTICE

PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG CLASS MEMBERS

The $7,750,000 Cash Settlement Amount and the interest earned thereon shall be the GrossSettlement Fund. The Gross Settlement Fund, less all taxes, approved costs, and expenses (the"Net Settlement Fund") shall be distributed to members of the Class who submit acceptableProofs of Claim ("Authorized Claimants").

The Claims Administrator shall determine each Authorized Claimant's pro rata share of the NetSettlement Fund based upon each Authorized Claimant's Recognized Claim. The RecognizedClaim formula is not intended to be an estimate of the amount that a Class Member might havebeen able to recover after a trial; nor is it an estimate of the amount that will be paid toAuthorized Claimants pursuant to the settlement. The Recognized Claim formula is the basis

-17-


upon which the Net Settlement Fund will be proportionately allocated among the AuthorizedClaimants.

Recognized Claims will be calculated for purposes of the Settlement as follows. For shares ofBrooks common stock purchased or acquired between July 25, 2001 and May 22, 2006, inclusiveand:

Sold at a loss on May 12, 2006 or before May 17, 2006, the Recognized Claim per shareis the lesser of:

(a) the purchase price paid (excluding commissions and fees) (the "PPP") minus the salesproceeds received (net of commissions and fees) (the "SPR");

(b) the PPP minus $13.78, or(c) $0.30.

2. Sold at a loss on May 17, 2006, the Recognized Claim per share is the least of:(a) the PPP minus the SPR;(b) the PPP minus $13.78; or(c) $0.37.

3. Sold at a loss on May 18, 2006 or May 19, 2006, or May 22, 2006, the Recognized Claimper share is the least of:

(a) the PPP minus the SPR;(b) the PPP minus $13.78; or(c) $0.66.

4. Sold at a loss between May 23, 2006 and August 1, 2006, inclusive, the RecognizedClaim per share is the least of:

(a) the PPP minus the SPR;(b) the PPP minus $13.78; or(c) $0.87.

5. Still held as of the close of trading on August 1, 2006, the Recognized Claim per share isthe lesser of

(a) the PPP minus $13.78; or(b) $0.91.

Consistent with the requirements of the Private Securities Litigation Reform Act of 1995,Recognized Claims are reduced to an appropriate extent by taking into account the closing pricesof Brooks common stock during the 90-day period following the end of the Class Period. Themean (average) closing price for Brooks common stock during this 90-day period was $13.75The mean of the mean closing price for Brooks common stock during this 90-day period,weighted by the daily trading volume of Brooks common stock, was $13.78.

To the extent a Claimant had a gain or "broke even" from his, her or its overall transactions inBrooks common stock during the Class Period, the value of the Recognized Claim will be zero

-18-


and the Claimant will not be entitled to a share of the Net Settlement Fund. A Recognized Claimthat calculates to yield a negative number is treated as a Recognized Claim of zero.

For purposes of determining whether a Claimant had a gain or suffered a loss from his, her or itsoverall transactions in Brooks common stock during the Class Period, the Claims Administratorshall: (i) total the amount paid for all Brooks common stock purchased during the Class Periodby the Claimant (the "Total Purchase Amount"); (ii) match any sales of Brooks common stockduring the Class Period first against the Claimant's opening position in the stock (the proceeds ofthose sales will not be considered for purposes of calculating gains or losses); and (iii) total theamount received for sales of the remaining shares of Brooks common stock sold during the ClassPeriod (the "Sales Proceeds"). The difference between the Total Purchase Amount and the SalesProceeds will be deemed a Claimant's gain or loss on his, her or its overall transactions inBrooks common stock during the Class Period.

In the event a Class Member has more than one purchase, acquisition, or sale of Brooks commonstock, all purchases, acquisitions, and sales shall be matched on a First In First Out ("FIFO")basis. Class Period sales will be matched first against any Brooks shares held at the beginning ofthe Class Period and then against purchases or acquisitions in chronological order.

A purchase, acquisition, or sale of Brooks common stock shall be deemed to have occurred onthe "contract" or "trade" date as opposed to the "settlement" or "payment" date. The receipt orgrant by gift, devise or operation of law of Brooks common stock during the Class Period shallnot be deemed a purchase, acquisition, or sale of Brooks common stock for the calculation of anAuthorized Claimant's Recognized Claim nor shall it be deemed an assignment of any claimrelating to the purchase, acquisition or other receipt of such shares unless specifically provided inthe instrument of gift or assignment.

Each Authorized Claimant shall be allocated a pro rata share of the Net Settlement Fund basedon his, her or its Recognized Claim as compared to the total Recognized Claims of allAuthorized Claimants. The pro rata share will be determined by multiplying the Net SettlementFund by a fraction, the numerator of which shall be the Claimant's Recognized Claim and thedenominator of which shall be the Total Recognized Claims of all Authorized Claimants. TheCourt has reserved jurisdiction to allow, disallow, or adjust the Recognized Claim of any ClassMember on equitable grounds. The Court may also modify this Plan of Allocation in theinterests ofjustice without further notice to Class Members.

Class Members who do not submit acceptable Proofs of Claim will not share in the settlementproceeds. Class Members who do not submit either a request for exclusion or an acceptableProof of Claim will nevertheless be bound by the Settlement and the Orders and Final Judgmentsof the Court dismissing this Action. Distributions will be made to Authorized Claimants after allclaims have been processed and after the Court has finally approved the settlement. If any fundsremain in the Net Settlement Fund by reason of un-cashed distributions or otherwise, then, afterthe Claims Administrator has made reasonable and diligent efforts to have Class Members whoare entitled to participate in the distribution of the Net Settlement Fund cash their distributions,any balance remaining in the Net Settlement Fund ninety (90) days after the initial distribution ofsuch funds shall be re-distributed to Class Members who have cashed their initial distributions,after payment of any unpaid costs or fees incurred in administering the Net Settlement Fund for

-19-


such re-distribution, and provided that Lead Counsel determine a re-distribution should beundertaken. If after ninety (90) days after such re-distribution, or if no re-distribution isundertaken, any funds shall remain in the Net Settlement Fund, then such balance shall becontributed to a non-sectarian, not-for-profit 501(c)(3) organization(s) designated by LeadCounsel.

Defendants, their respective counsel, and all other Released Parties shall have no responsibilityfor or liability whatsoever for the investment or distribution of the Gross Settlement Fund, theNet Settlement Fund, the Plan of Allocation or the determination, administration, calculation, orpayment of any Proof of Claim or non-performance of the Claims Administrator, the payment orwithholding of taxes owed by the Gross Settlement Fund or any losses incurred in connectiontherewith.

SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES

If you purchased, received or otherwise acquired Brooks common stock (Ticker Symbol: BRKS)between July 25, 2001 and August 1, 2006, inclusive, for the beneficial interest of a person ororganization other than yourself, the Court has directed that, WITHIN SEVEN (7) DAYS OFYOUR RECEIPT OF THIS NOTICE, you either (a) provide to the Claims Administrator thename and last known address of each person or organization for whom or which you purchased,received or otherwise acquired Brooks common stock during such time period or (b) requestadditional copies of this Notice and the Proof of Claim form, which will be provided to you freeof charge, and within seven (7) days mail the Notice and Proof of Claim form directly to thebeneficial owners of that Brooks common stock. If you choose to follow alternative procedure(b), the Court has directed that, upon such mailing, you send a statement to the ClaimsAdministrator confirming that the mailing was made as directed. You are entitled toreimbursement from the Gross Settlement Fund of your reasonable expenses actually incurred inconnection with the foregoing, including reimbursement of postage expense and the cost ofascertaining the names and addresses of beneficial owners. Those expenses will be paid uponrequest and submission of appropriate supporting documentation. All communicationsconcerning the foregoing should be addressed to the Claims Administrator:

In re Brooks Automation , Inc. Securities Litigationc/o Gilardi & Co., LLCClaims Administrator

P.O. Box 990Corte Madera, CA 94976-0990

(877) 458-3695

Dated: Boston, Massachusetts, 2008

By Order of the CourtCLERK OF THE COURT

-20-


-21-


EXHIBIT 2



IN RE BROOKS AUTOMATION, INC. SECURITIES LITIGATION I Civil Action No: 06-11068-RWZ

PROOF OF CLAIM AND RELEASE

1. GENERAL INSTRUCTIONS

To recover as a member of the Class based on your claims in the action entitled In re Brooks Automation, Inc.Securities Litigation, Civil Action No: 06-11068-RWZ (the "Litigation"), you must complete and, on page 6 hereof, sign thisProof of Claim and Release form (the "Claim Form"). If you fail to file a properly addressed (as set forth in paragraph 3below) Claim Form, your claim may be rejected and you may be precluded from any recovery from the Settlement Fundcreated in connection with the proposed settlement of the Litigation.

Submission of this Claim Form, however, does not assure that you will share in the proceeds of settlement inthe Litigation.

YOU MUST MAIL YOUR COMPLETED AND SIGNED CLAIM FORM POSTMARKED ON OR BEFORE, ADDRESSED AS FOLLOWS:

In re Brooks Automation Securities Litigationc/o Gilardi & Co., LLCClaims Administrator

P.O. Box 990Corte Madera , CA 94976-0990

If you are NOT a member of the Class, as defined in the Notice of Pendency of Class Action and Proposed Settlement,Motion for Attorney Fees and Expenses and Settlement Fairness Hearing (the "Notice"), DO NOT submit a Claim Form.

If you are a member of the Class, you are bound by the terms of any judgment entered in the Litigation, WHETHEROR NOT YOU SUBMIT A CLAIM FORM.

II. DEFINITIONS

1. "Defendants" means Brooks and the individual defendants, as defined below.

2. "Individual Defendants " means Robert J. Therrien, Ellen B . Richstone, Roger D. Emerick, Amin J. Khoury, JosephR. Martin, Edward C. Grady, and Robert W. Woodbury, Jr.

3. "Released Parties" means the Defendants and the current and former directors , officers, employees , agents,affiliates, attorneys , insurers, subsidiaries , parents, and the legal representatives , heirs, successors in interest, or assignsof Defendants.

III. CLAIMANT IDENTIFICATION

1. If you purchased or otherwise acquired Brooks Automation common stock and held the certificate(s) in yourname, you are the beneficial purchaser as well as the record purchaser. If, however, the certificate(s) were registered inthe name of a third party, such as a nominee or brokerage firm, you are the beneficial purchaser and the third party is therecord purchaser.

2. Use Part I of this form entitled "Claimant Identification" to identify each purchaser or acquirer of record("nominee"), if different from the beneficial purchaser or acquirer of divine securities which forms the basis of this claim.THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL PURCHASER(S) OR ACQUIRER(S), OR THE LEGALREPRESENTATIVE OF SUCH PURCHASER(S) OR ACQUIRER(S) OF THE BROOKS AUTOMATION COMMONSTOCK UPON WHICH THIS CLAIM IS BASED.

3. All joint purchasers or acquirers must sign this Claim Form. Executors, administrators, guardians, conservatorsand trustees must complete and sign this Claim Form on behalf of Persons represented by them and proof of theirauthority must accompany this Claim Form and their titles or capacities must be stated. The Social Security (or taxpayeridentification) number and telephone number of the beneficial owner may be used in verifying the claim. Failure toprovide the foregoing information could delay verification of your claim or result in rejection of the claim.

IV. CLAIM FORM

1. Use Part II of this form entitled "Schedule of Transactions in Brooks Automation Securities" to supply all requireddetails of your transaction(s) in Brooks Securities. If you need more space or additional schedules, attach separate


sheets providing all of the required information in substantially the same form. Sign and print or type your name on eachadditional sheet.

2. On the schedules, provide all of the requested information with respect to all of your purchases or acquisitionsand all of your sales of Brooks Automation Inc. which took place at any time beginning July 25, 2001 through August 1,2006, inclusive (the "Class Period"). Failure to report all such transactions may result in the rejection of your claim.

3. List each transaction in the Class Period separately and in chronological order, by trade date, beginning with theearliest. You must accurately provide the month, day and year of each transaction you list.

4. Broker confirmations or other documentation of your transactions in divine securities should be attached to yourClaim Form. Failure to provide this documentation could delay verification of your claim or result in rejection of your claim.

5. The above requests are designed to provide the minimum amount of information necessary to process thesimplest claims. The Claims Administrator may request additional information as required to efficiently and reliablycalculate your losses. In some cases in which the Claims Administrator cannot perform the calculation accurately or at areasonable cost to the Class with the information provided, the Claims Administrator may condition acceptance of theclaim upon the production of additional information and/or the hiring of an accounting expert at the Claimant's cost.

6. NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may request,or may be requested, to submit information regarding their transactions in electronic files. All Claimants MUST submit amanually signed paper Proof of Claim form whether or not they also submit electronic copies. If you wish to file your claimelectronically, you must contact the Claims Administrator at 1 (877) 458-3695 or visit their website at www.qilardi.com toobtain the required file layout. No electronic files will be considered to have been properly submitted unless the ClaimsAdministrator issues to the Claimant a written acknowledgment of receipt and acceptance of electronically submitted data.

Case 1:06-cv-11068-RWZ Document 142-4

OfficialOfficeUseOnly

PAPT I• rrl AIM A NT 1nFntTIGI ('ATInMM

Filed 06/24/2008 Page 4 of 7

0


In re Brooks Automation, Inc. Securities LitigationCivil Action No. 06-11068-RWZ

PROOF OF CLAIM AND RELEASE

Please Tyne or Print in the Boxes BelowDo NOT use Red Ink, Pencil, or Staples

Must be Postmarkedon or before

'2008

Last Name (Beneficia l Owner) F irst Name ( Beneficial Owner)

-F-17 FFTILast Name (Co-Beneficial Owner First Name (Co-Beneficial Owner)

0 IRA - Trust 0 Joint Tenancy

Company Name (Beneficial Owner - If Claimant is not

; UTMA/UGMA

an Individual ) or Custodian Name if an IRAI 3

Trustee/Asset Manager/Nominee/Record Owner's Name ( if Different from Beneficial Owner Listed Above)

Account#/Fund# ( Not Necessary for Individual Filers )I

Date of Trust^ { k

LT

Social Security Number Taxpayer Identification Number

or

Telephone Number (Work) Telephone Number (Home)

Email Address

MAILING INFORMATION

Address

1̂ I I I ._ L -_- !Address

Cit State Zip Code

Foreign Province ForeZip Code Foreign Country Name/Abbreviation

-- -H I P 1 1 1 T 1 1 1 T-T-Tl TTF I I I I IFOR CLAIMSPROCESSPJG , PC

m

Q NO O NS 0 ICI 0 OPT

0 MRG

O F..MP

DC

^

01.1

ONLY0

Iljl 0 N71 N 0 0771ER 0 Boni 0 L2


71^aPART II . SCHEDULE OF TRANSACTIONS IN BROOKS AUTOMATION SECURITIES 0

A. Number of shares of Brooks common stock held at the beginning of tradingon July 25, 2001:

Proof ofHolding

Enclosed?

L __C l f ; i I ON

B. Purchases of Brooks common stock (July 25, 2001 - August 1, 2006, inclusive):n^ ^nnu w ono

. v. w..^vw Proof ofTrade Date( s) of Shares Number of Shares Total Purchase Purchase

(List Chronologically ) Purchased or Acquired or Acquisition Price Enclosed?

M M D D Y Y Y _Y _f

EY

Y2.

N

3.-

4.

Y

C

J5. .V JN

IMPORTANT: (i) If you received shares through an acquisition or merger, please identify the company acquired:

(ii) Identify by number listed above all purchases in which you covered a "short sale":

C. Sales of Brooks common stock (July 25, 2001 - August 1, 2006, inclusive):

Proof ofTrade Date( s) of Shares Number of Shares Sales

(List Chronologically) Sold Total Sales Price Enclosed?

M M D D Y Y Y Y

1 EU / L_1__- J' -.---1___^ L__L ___^ 0 N

2.i -L^ I t f ^J N

C) N

5 m L--i--_--; /L_L.__L.1..._._J I 1 1 1 1 l C N

Proof ofHolding

Enclosed?D. Number of shares of Brooks common stock held at the close of trading on

^_J 0 NAugust 1, 2006:

If you require additional space, attach extra schedules in the same format as above. Sign and print your name on each additional page.YOU MUST READ AND SIGN THE RELEASE ON PAGE 6 . FAILURE TO SIGN THE RELEASE

MAY RESULT IN A DELAY IN PROCESSING OR THE REJECTION OF YOUR CLAIM.

-- »r- I IIIllI 1111111111111 II IIII11111111 II IIIIIIII 11111 IIII [I I II 4


L A V. SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS

I submit this Claim Form under the terms of the Stipulation of Settlement dated as of June 18, 2008. I also submit to thejurisdiction of the United States District Court for the District of Massachusetts, with respect to my claim as a Class Member (asdefined in the Notice) and for purposes of enforcing the release set forth herein. I further acknowledge that I am bound by andsubject to the terms of any judgment that may be entered in the Litigation. I agree to furnish additional information to Plaintiffs'Settlement Counsel to support this claim if required to do so. I have not submitted any other claim covering the samepurchases, acquisitions or sales of Brooks during the Class Period and know of no other Person having done so on my behalf.

VI. RELEASE

1. 1 hereby acknowledge full and complete satisfaction of, and do hereby fully, finally and forever settle, release, relinquishand discharge, all of the Settled Claims against each and all of the Released Parties.

2. "Settled Claims" means all direct or indirect claims, obligations, costs, damages, losses, and demands whatsoever,rights, liabilities, actions, and causes of action of any nature, known or unknown, suspected or unsuspected, fixed or contingent,at law or in equity that have been or could have been asserted in the Action based upon, arising out of, relating to, or inconnection with any representations or omissions concerning any of Brooks' stock option grants or its disclosures or accountingfor such options, including, without limitation, any claims of fraud, bad faith, breach of covenant of good faith and fair dealing,contract or tort related claims, or failure to act. The term "Settled Claims" does not include the derivative claims asserted in anyshareholder derivative lawsuit pending at the time of execution of the Stipulation of Settlement based upon, arising out of,relating to or in connection with Brooks' stock option grants or its disclosures or accounting for such grants.

3. "Unknown Claims" Upon the Effective Date of this Settlement, Plaintiffs and Class Members on behalf of themselves,their heirs, executors, administrators, successors, and assigns, shall with respect to each and every Settled Claim, release andforever discharge, and shall forever be enjoined from prosecuting, any Settled Claims against any of the Released Parties. Withrespect to any and all Settled Claims and Settled Defendants' Claims, upon the Effective Date, Plaintiffs and Defendants shallexpressly waive, and Class Members and Released Parties will be deemed to have waived by operation of the Order and FinalJudgment, the provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle ofcommon law, which is similar, comparable, or equivalent to California Civil Code § 1542, which provides:

A general release does not extend to claims which the creditor does notknow or suspect to exist in his or her favor at the time of executing the release,which if known by him or her must have materially affected his or her settlementwith the debtor.

Plaintiffs and Defendants acknowledge, and Class Members and Released Parties by operation of law shall be deemed to haveacknowledged, that the inclusion of this waiver was separately bargained for and was a key element of the Settlement.

4. This release shall be of no force or effect unless and until the Court approves the Stipulation and it becomes effective onthe Effective Date.

5. I (We) hereby warrant and represent that I (we) have not assigned or transferred or purported to assign or transfervoluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof.

6. I (We) hereby warrant and represent that I (we) have included information about all of my (our) transactions in Brooksthat occurred during the Class Period as well as the number and type of shares of Brooks common stock held by me (us) at theopening of trading on July 25, 2001, and at the close of trading on August 1, 2006.

E I ui iuiu inu ii uuumiu im uuuu ii uu ii u11 tu m i n


SUBSTITUTE FORM W-9--L^ PART I. Request for Taxpayer Identification Number ("TIN") and Certification

First Name 1. Last Name7, T-

Check appropriate box:

Individual /Sole Proprietor 0; IRA 0 Trust ` j Corporation 0 Partnership C) Pension Plan 0 Other

Enter TIN on the appropriate line. (specify)

- For individuals, this is your Social Security Number ("SSN").- However, for a resident alien, sole proprietor, or disregarded entity, see Part 1 of the enclosed W-9 instructions.- For sole proprietors, you must show your individual name, but you may also enter your business or "doing business as" name.You may enter either your SSN or your Employer Identification Number ("EIN").

- For other entities, it is your EIN.Social Security Number Employer Identification Number

I_L I-H-1^L_._.or

!__.PART II. For Payees Exempt from Backup Withholding

If you are exempt from backup withholding, enter your correct TIN in Part I and write "exempt" on the following line:

PART III. Certification

UNDER THE PENALTY OF PERJURY, I (WE) CERTIFY THAT:(1) The number shown on this form is my correct TIN; and(2) I (We) certify that I am (we are) NOT subject to backup withholding under provisions of Section 3406(a)(1)(C) of the

Internal Revenue Code because: (a) I am (we are) exempt from backup withholding; or (b) I (we) have not been notified by theInternal Revenue Service that I am (we are) subject to backup withholding as a result of a failure to report all interest ordividends; or (c) the Internal Revenue Service has notified me (us) that I am (we are) no longer subject to backup withholding.NOTE: If you have been notified by the Internal Revenue Service that you are subject to backup withholding, you must cross outitem 2 above.

SEE ENCLOSED FORM W-9 INSTRUCTIONS

The Internal Revenue Service does not require your consent to any provision of this document other than the certificationrequired to avoid backup withholding.

I (We) declare under penalty of perjury under the laws of the United States of America that all of the foregoing informationsupplied on this Proof of Claim and Release form by the undersigned is true and correct.

Executed this day of(Month/Year)

(Sign your name here)

(Type or print your name here)

(Capacity of person(s) signing, e.g.,Beneficial Purchaser or Acquirer, Executor or Administrator)

in(City/State/Country)

(Sign your name here)

(Type or print your name here)

(Capacity of person(s) signing, e.g.,Beneficial Purchaser or Acquirer, Executor or Administrator)

ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME.THANK YOU FOR YOUR PATIENCE.

1. Please sign the above release and declaration. 5. If you desire an acknowledgment of receipt of your claim

Reminder Checklist

2. Remember to attach supporting documentation, if available. form please send it Certified Mail, Return ReceiptRequested.

3. Do not send original stock certificates.6. If you move, please send the Claims Administrator your

4. Keep a copy of your claim form for your records. new address.

IM I 1 11 11 1 1 II H 111 11 111 11 III 11 1 1 1 1 1 II RI III I I IMI I I II I III II' 6 E


OqhEXHIBIT 3



IN RE BROOKS AUTOMATION, INC., I Civil Action No. 06-11068-RWZSECURITIES LITIGATION

SUMMARY NOTICE OF PENDENCY OF CLASS ACTION,PROPOSED SETTLEMENT AND

SETTLEMENT HEARING

TO: ALL PERSONS AND ENTITIES WHO PURCHASED OR OTHERWISE ACQUIREDCOMMON STOCK OF BROOKS AUTOMATION, INC. ("BROOKS"), FROM JULY25, 2001 THROUGH AND INCLUDING AUGUST 1, 2006 ("CLASS PERIOD"),INCLUDING BUT NOT LIMITED TO ANY AND ALL PERSONS AND ENTITIESWHO PURCHASED, RECEIVED OR OTHERWISE ACQUIRED BROOKSCOMMON STOCK IN CONNECTION WITH OR TRACEABLE TO THE MERGERBETWEEN BROOKS AND HELIX TECHNOLOGY CORPORATION ON ORABOUT OCTOBER 26, 2005, AND WERE DAMAGED THEREBY ("CLASS"):

YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of Civil

Procedure and an Order of the Court, that the above-captioned action has been certified as a class

action for purposes of settlement and that a settlement with Brooks Automation, Inc., Robert J.

Therrien, Ellen B. Richstone, Roger D. Emerick, Amin J. Khoury, Joseph R. Martin, Edward C.

Grady, and Robert W. Woodbury, Jr. ("Defendants") has been proposed. The total settlement

amount is $7.75 million. A hearing will be held before the Honorable Rya W. Zobel of the

United States District Court for the District of Massachusetts at the John Joseph Moakley Federal

Courthouse, 1 Courthouse Way, Boston, Massachusetts, 02210, Courtroom , at

_.m., on , 2008 to determine whether (i) the proposed settlement should be


approved by the Court as fair, reasonable, and adequate, (ii) the Plan of Allocation should be

approved, and (iii) the claims against the Defendants should be dismissed with prejudice. At the

hearing, the Court will also consider comments concerning Lead Counsel's application for an

award of attorneys' fees and reimbursement of expenses. If approved, the settlement would end

this litigation in its entirety.

IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR RIGHTS

WILL BE AFFECTED AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMENT

FUND. If you have not yet received the full printed Notice of Pendency of Class Action and

Proposed Settlement, Motion for Attorneys' Fees and Expenses and Settlement Fairness Hearing

("Notice") and a Proof of Claim and Release Form ("Proof of Claim"), you may obtain copies of

these documents by identifying yourself as a member of the Class and by calling or writing to:

In re Brooks Automation , Inc. Securities Litigationc/o Gilardi & Co., LLCClaims Administrator

P.O. Box 990Corte Madera, CA 94976-0990

(877) 458-3695

Or by visiting the Claims Administrator's website, at www.gilardi.com/BrooksAutomation/

-2-


Inquiries, other than requests for the forms of Notice and Proof of Claim, may be made to

Lead Counsel:

Steven E. FinemanDaniel P. ChiplockLIEFF, CABRASER, HEIMANN &BERNSTEIN, LLP780 Third Avenue, 48th FloorNew York, New York 100 17-2024

To participate in the settlement, you must submit a Proof of Claim no later than

2008. If you are a Class Member and do not submit a proper Proof of Claim, you will not share

in the settlement, but nevertheless will be bound by the Orders and Final Judgments of the Court,

unless you submit a timely and valid request for exclusion. As more fully described in the

Notice, the deadline for submitting objections and requests for exclusion is 72008.

Further information may be obtained by contacting the Claims Administrator, Gilardi &

Co., LLC, at the address listed above.

By Order of the Court.

-3-


EXHIBIT B



IN RE BROOKS AUTOMATION, INC.Civil Action No: 06-11068-RWZSECURITIES LITIGATION

ORDER AND FINAL, JUDGMENT

This matter is before the Court on the Parties' proposed settlement of a class action with

respect to Brooks Automation, Inc. ("Brooks"), Robert J. Therrien, Ellen B. Richstone, Roger D.

Emerick, Amin J. Khoury, Joseph R. Martin, Edward C. Grady, and Robert W. Woodbury, Jr.

(collectively, "Defendants"). The proposed settlement encompasses all of the cases that were

consolidated under the above caption by order dated December 21, 2006 ("Action").

The Parties have submitted a Stipulation and Agreement of Settlement dated June 18,

2008 (the "Stipulation") that, together with the exhibits accompanying the Stipulation, sets forth

the terms and conditions for settlement and dismissal of the Action with prejudice as against all

Defendants. The Court has read and considered the Stipulation (the defined terms of which are

incorporated herein) and the exhibits annexed thereto, as well as the Parties' submissions and

evidence in support of the settlement, and conducted a hearing on 2008 to

determine: (1) whether the terms and conditions of the Stipulation are fair, reasonable, and

adequate for the settlement of all claims asserted by all members of the Class against the

Defendants in the Action, and should be approved; (2) whether judgment should be entered

dismissing the Second Amended Consolidated Class Action Complaint ("Consolidated


Complaint"), as well as all predecessor complaints, on the merits and with prejudice in favor of

the Defendants and as against all persons or entities who are Class Members who have not

requested exclusion therefrom; and (3) whether to approve the Plan of Allocation as a fair and

reasonable method to allocate the settlement proceeds among the Class Members.

The Court having considered all matters submitted to it at the hearing and otherwise; and

it appearing that a notice of the hearing substantially in the form approved by the Court was

mailed to all persons or entities reasonably identifiable, who purchased or otherwise acquired the

common stock of Brooks between July 25, 2001 and August 1, 2006 inclusive (the "Class

Period"), except those persons or entities excluded from the definition of the Class, as shown by

the records of Brooks' transfer agent and records received from brokers, banks and other

nominees to which Notice was mailed, at the respective addresses set forth in such records, and

that a summary notice of the hearing substantially in the form approved by the Court was

published in the national editions of the Investor's Business Daily and the Business Wire pursuant

to the specifications of the Court; and all capitalized terms used herein having the meanings as

set forth and defined in the Stipulation , it is ORDERED and ADJUDGED as follows:

The Court has jurisdiction over the subject matter of the Action, the Plaintiffs, all

Class Members, and the Defendants.

2. The settlement is approved as fair, reasonable and adequate, and the Class

Members and the Parties are directed to consummate the settlement in accordance with the terms

and provisions of the Stipulation.

3. The Court finds for purposes of settlement only that the prerequisites for a class

-2-


action under Federal Rules of Civil Procedure 23(a) and (b)(3) have been satisfied in that: (a) the

number of Class Members is so numerous that joinder of all members thereof is impracticable;

(b) there are questions of law and fact common to the Class; (c) the claims of the Class

Representatives are typical of the claims of the Class it seeks to represent; (d) the Class

Representatives have and will fairly and adequately represent the interests of the Class; (e) the

questions of law and fact common to the members of the Class predominate over any questions

affecting only individual members of the Class; and (f) a class action is superior to other

available methods for the fair and efficient adjudication of the controversy.

4. Pursuant to Rule 23 of the Federal Rules of Civil Procedure, this Court finally

certifies this Action as a class action for purposes of settlement only on behalf of all persons and

entities who purchased, received or otherwise acquired the common stock of Brooks between

July 25, 2001 and August 1, 2006, inclusive , including but not limited to any persons and entities

who purchased, received, or otherwise acquired Brooks common stock in connection with or

traceable to the merger between Brooks and Helix Technology Corporation on or about October

26, 2005, and were damaged thereby. Excluded from the Class are Defendants; current or

former Brooks directors or officers and their successors and assigns; members of the immediate

family of each of Defendants, current or former Brooks directors or officers, and their successors

and assigns; any person, firm, trust, corporation, officer, director or other individual or entity in

which any Defendant, current or former Brooks directors or officers, and their successors and

assigns has a controlling interest or affiliation; and the legal representatives, agents, affiliates,

heirs, successors-in-interest or assigns of any such excluded party. Also not part of the Class are

-3-


any putative Class Members who excluded themselves by filing a request for exclusion in

accordance with the requirements set forth in the Notice.

Notice of the pendency of this Action as a class action and of the partial

settlement was given to all Class Members who could be identified with reasonable effort. The

form and method of notifying the Class of the pendency of the Action as a class action and of the

terms and conditions of the partial settlement met the requirements of Rule 23 of the Federal

Rules of Civil Procedure, Section 21D(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C.

§78u-4(a)(7), as amended by the Private Securities Litigation Reform Act of 1995 ("PSLRA"),

due process, and any other applicable law, constituted the best notice practicable under the

circumstances, and constituted due and sufficient notice to all persons and entities entitled

thereto.

6. The Consolidated Complaint, which the Court finds was filed on a good-faith

basis in accordance with the PSLRA and Rule 11 of the Federal Rules of Civil Procedure, is

hereby dismissed with prejudice and without costs, except as provided in the Stipulation, as

against all Defendants.

7. As used in this Order and Final Judgment, the terms "Released Parties," "Settled

Claims," "Settled Defendants' Claims" shall have the meanings specified below:

(a) "Released Parties" means the Defendants and the current and former directors,

officers, employees, agents, affiliates, attorneys, insurers, subsidiaries, parents, and the legal

representatives , heirs, successors in interest, or assigns of Defendants.

-4-


(b) "Settled Claims" means all direct or indirect claims, obligations, costs, damages,

losses, and demands whatsoever, rights, liabilities, actions, and causes of action of any nature,

known or unknown, suspected or unsuspected, fixed or contingent, at law or in equity that have

been or could have been asserted in the Action based upon, arising out of, relating to, or in

connection with any representations or omissions concerning any of Brooks' stock option grants

or its disclosures or accounting for such options, including, without limitation, any claims of

fraud, bad faith, breach of covenant of good faith and fair dealing, contract or tort related claims,

or failure to act. The term "Settled Claims" does not include the derivative claims asserted in

any shareholder derivative lawsuit pending at the time of this Stipulation based upon, arising out

of, relating to or in connection with Brooks' stock option grants or its disclosures or accounting

for such grants.

(c) "Settled Defendants' Claims" means all claims that have been or could have been

asserted in the Action or any forum by any of the Released Parties against any of the Plaintiffs,

Class Members or their attorneys, based upon, arising out of, relating to or in connection with

any purchase or sale of Brooks' common stock during the Class Period or the prosecution of any

action or proceeding based on such claims (except for claims to enforce the provisions of the

settlement).

8. Upon the Effective Date of Settlement, Plaintiffs shall, and each of the Class

Members shall be deemed to have, and by operation of law shall have, on behalf of themselves

and the successors and assigns of any of them, fully, finally, and forever released, relinquished,

and discharged all Settled Claims, whether or not such Class Member executed and delivered the

-5-


Proof of Claim and Release.

Filed 06/24/2008 Page 7 of 10

9. Upon the Effective Date of Settlement, the Defendants shall be deemed to have,

and by operation of this judgment shall have fully, finally and forever released, relinquished and

discharged all Settled Defendants' Claims.

10. Plaintiffs, each Class Member, and the successors and assigns of any of them are

barred and enjoined forever from commencing, instituting, prosecuting or continuing to

prosecute any action or other proceeding in any court of law or equity, arbitration tribunal,

administrative forum, or other forum of any kind, asserting against any of the Released Parties,

and each of them, any of the Settled Claims.

11. The Released Parties are hereby discharged from any and all claims for or in the

nature of contribution that have been or may hereafter be brought by any person or entity,

whether arising under state, federal or common law, based upon, arising out of, relating to, or in

connection with the Settled Claims of the Class and any Class Member, regardless of the statute,

regulation, common law rule, or other legal principle under which any such contribution claim

may be raised. Accordingly, pursuant to Section 4(f)(7)(A) of the PSLRA, 15 U.S.C. § 78u-

4(f)(7)(A&B)), for all claims asserted or that could have been asserted in the Consolidated

Complaint, the Court hereby bars all claims for or in the nature of contribution: (a) by any

person against the Released Parties; and (b) by the Released Parties against any person or entity

whose liability to the Class has been extinguished pursuant to this Order and Final Judgment.

The Court hereby bars all claims for contribution against the Released Parties to the fullest extent

provided by the PSLRA, or any other applicable law, as applied to all claims that were or could

-6-


have been asserted in this action.

Filed 06/24/2008 Page 8 of 10

12. Neither this Order and Final Judgment; nor the Stipulation, any of its terms and

provisions, and any of the negotiations connected with it; nor any of the documents or statements

referred to therein shall be:

(a) asserted, offered or received against the Defendants as evidence of or construed as

or deemed to be evidence of (i) any wrongdoing or damages whatsoever, or (ii) any presumption,

concession, or admission by any of the Defendants with respect to the truth of any fact alleged by

any plaintiff or (iii) the validity of any claim that has been or could have been asserted in the

Action or in any litigation, or (iv) the deficiency of any defense that has been or could have been

asserted in the Action or in any litigation, or (v) any liability, negligence, fault, or wrongdoing of

any of the Defendants, or (vi) any fault, misrepresentation or omission with respect to any

statement or written document approved or made by or on behalf of any of the Defendants;

(b) asserted, offered or received against the Defendants as evidence of a presumption,

concession or admission with respect to any liability, negligence, fault, wrongdoing, or

damages, or in any way referred to for any other reason as against any of the Defendants, in any

other civil, criminal or administrative action or proceeding, other than such proceedings as may

be necessary to effectuate the provisions of the Stipulation; provided, however, that the

Defendants may refer to it to effectuate the liability protection granted to them hereunder;

(c) construed as or received in evidence as an admission, concession, or presumption

against the Defendants that the consideration to be given hereunder represents the amount which

could be or would have been recovered after trial; or

-7-


(d) construed as or received in evidence as an admission, concession or presumption

against Plaintiffs, any of the Class Members, or Lead Counsel that any of their claims are

without merit, or that any defenses asserted by the Defendants have any merit, or that damages

that might have been recovered under the Consolidated Complaint would not have exceeded the

Gross Settlement Fund.

13. The Plan of Allocation is approved as fair and reasonable, and Lead Counsel and

the Claims Administrator are directed to administer the Stipulation in accordance with its terms

and provisions.

14. The Court finds that all Parties and their counsel have complied with each

requirement of Rule 11 of the Federal Rules of Civil Procedure as to all proceedings herein.

15. Exclusive jurisdiction is hereby retained over the Parties and the Class Members

for all matters relating to this Action, including the administration, interpretation, effectuation or

enforcement of the Stipulation and this Order and Final Judgment, and including any application

for attorneys' expenses incurred in connection with administering and distributing the settlement

proceeds to the members of the Class.

16. Without further order of the Court, the Parties may agree to reasonable extensions

of time to carry out any of the provisions of the Stipulation.

17. The Clerk of the Court is directed to enter judgment in accordance with this

Order.

-8-


IT IS SO ORDERED this day of , 2008.

Rya W. ZobelUnited States District Judge

-9-


EXHIBIT C


BROOKS' CURRENT STOCK OPTION GRANT PRACTICES

Since this Action was commenced on June 19, 2006, Brooks Automation, Inc. ("Brooks")has adopted several corporate governance guidelines concerning its stock option grant process.

Specifically, on November 9, 2006, the Brooks Board of Directors voted on and approvedseveral policies concerning stock option grants. The Board stated as its principal objective that"the interests of the recipient of [equity-based incentive compensation] be as aligned with theinterests of Brooks stock holders as possible," and in furtherance of that objective "[g]rantingoptions with an exercise price equal to the fair market value of Brooks common stock on the dateof grant is an important aspect of this alignment." The Board therefore adopted the followingpolicies:

Brooks will not grant options to purchase Brooks common stock under a stockoption or other incentive compensation plan to employees, consultants ordirectors with an exercise price less than the fair market value of Brooks commonstock on the date of grant. For this purpose, fair market value means the closingprice of Brooks common stock on the Nasdaq Global Market.

4 Prior to the beginning of each fiscal year, and except as described below, theBrooks Board of Directors or Compensation Committee will establish andpublicize the date or dates during that fiscal year on which grants of stock optionswill be made to members of the Brooks Board of Directors and to seniorexecutives (employees with the title of vice president or higher).

0 The Brooks Board of Directors or Compensation Committee may selectindividual grant dates upon which stock options may be made to newly hired orpromoted senior executives so long as any such grant date is not to the knowledgeof the approving body timed closely to precede or follow (within thirty days) therelease of material non-public information.

It is not the Company's current practice to grant stock options, only restricted stock. Inaddition to the stock option guidelines, therefore, the Company also developed additionalpolicies concerning its equity awards, which are incorporated into its Policy Concerning Issuanceof Equity Awards , posted on the Company's website. That policy provides:

• All equity awards will be made by the Human Resources and CompensationCommittee or the Board of Directors at telephonic or in-person meetings, andneither the Human Resources and Compensation Committee nor the Board ofDirectors will make any equity awards by unanimous written consent.

• All equity grants must be fully documented and the documentation must beprovided in advance to the Human Resources and Compensation Committee orthe Board prior to their approval, and no changes may be made to any suchawards made following their approval.


The Company's external financial statement auditors will periodically debrief theHuman Resources and Compensation Committee regarding any changes to stockgrant accounting policies and regulatory guidance.

• The Company has implemented and will continue to observe and documentroutine internal audit and control procedures to ensure the Company's compliancewith generally accepted accounting principles (GAAP), and all applicable policiesand procedures in the grant-making process.

m The Company's Finance Department will be involved in determining andverifying, and the Audit Committee will review the financial statement impacts ofequity awards.

® The Human Resources and Compensation Committee will reevaluate theseguidelines on annual basis, or as additional guidance is provided by the SEC orother regulators.

-2-


CERTIFICATE OF SERVICE

I hereby certify that these documents filed through the ECF system will be sent electronically

to the registered participants as identified on the Notice of Electronic Filing ("NEF") and paper

copies will be delivered via first class mail to those indicated as non-registered participants on the

NEF on June 24, 2008.

/s/ Daniel P. ChiplockDaniel P. Chiplock (admitted pro hac vice)LIEFF CABRASER HEIMANN &BERNSTEIN, LLP780 Third Avenue, 48th FloorNew York, NY 10017Telephone: (212) 355-9500Facsimile: (212) 355-9592

760970.1

Case 1:06-cv-11068-RWZ Document142 Filed 06/24/2008 Page 1...

Documents

Transcript of Case 1:06-cv-11068-RWZ Document142 Filed 06/24/2008 Page 1...