This Employment Agreement (the "Agreement") is made and entered into in Chelmsford, Massachusetts by and
between Brooks-PRI Automation, Inc., a Delaware corporation (the "Company") and Robert W. Woodbury, Jr.
("Executive"), as of February 26, 2003.
1. The Company desires to employ Executive as Senior Vice President and Chief Financial Officer of the
Company upon the terms and conditions set forth herein.
2. In consideration of the employment to be provided hereby and the amounts to be paid as provided herein,
Executive desires to be employed by the Company and to agree with the Company as further provided herein.
3. In consideration of the employment to be provided hereby and the amounts to be paid as provided herein, the
Indemnification Agreement attached hereto as Exhibit A, and the Change of Control Agreement attached hereto
as Exhibit B, the Executive has entered into the Executive Non-Competition and Proprietary Information
Agreement attached hereto as Exhibit C.
For and in consideration of the mutual promises, terms, provisions and conditions contained in this Agreement,
the parties hereby agree as follows:
1. Duties. Beginning on February 26, 2003 (the "Effective Date"), the Company shall employ Executive on an at
will basis as Senior Vice President and Chief Financial Officer of the Company (the actual period of Executive's
employment with the Company is referred to herein as the "Employment Term"). Executive shall report to the
Company's President. Executive shall have such reasonable and appropriate duties as may from time to time be
assigned by the President, which duties shall include, without limitation, responsibility for internal accounting and
control functions. Executive shall perform the duties of such office as are provided for in the bylaws of the
Company subject to the general supervision and direction of the President and the Company's board of directors
(the "Board of Directors").
2. Performance. During the Employm