BROOKS AUTOMATION, INC.
RESTRICTED STOCK AGREEMENT
AGREEMENT made effective as of April 25, 2008, between Brooks Automation, Inc., a Delaware
corporation (the “Company”), and Robert J. Lepofsky (the “Employee”).
WHEREAS, as an inducement for the Employee to assist the Company to achieve long-range performance
goals and to enable the Employee to participate in the long-term growth of the Company, the Company desires
to grant to the Employee 50,000 Shares (the “Shares”) of the Company’s common stock, (the “Common
Stock”), as an inducement to the Employee to accept the position of Chief Executive Officer of the Company;
WHEREAS, the grant of the Shares herein is issued as a so-called “inducement grant” to the Employee and is
not made pursuant to the Company’s Amended and Restated 2000 Equity Incentive Plan (the “Plan”); and
WHEREAS, it is nonetheless the intention of the parties to incorporate by reference in this agreement the
terms and conditions of the Plan and to be bound thereby in all respects except the provisions of Section 4(a) of
the Plan limiting the number of shares that can be issued to any person in a single fiscal year.
NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE 1 — ACQUISITION OF SHARES
1.1 Award of Shares . The Company has granted the Shares to the Employee, and the Employee hereby
accepts the Shares, subject to the terms and conditions of the Plan (other than Section 4(a) thereof) and this
Agreement. In the event of an inconsistency between this Agreement and the Plan (other than Section 4(a)
thereof), the Plan will control. All capitalized terms not defined in this Agreement have the meaning specified in
1.2 Record ownership; custody of certificates, etc.
(a) In accordance with the Plan and Section 158 of the Delaware General Corporation Law, the Shares
shall be ev