X0303 4 2009-02-11 0 0000933974 BROOKS AUTOMATION INC BRKS 0001182721 LEPOFSKY ROBERT C/O BROOKS AUTOMATION, INC. 15 ELIZABETH DRIVE CHELMSFORD MA 01824 1 1 0 0 Chief Executive Officer Common Stock 2009-02-11 4 A 0 160000 0.00 A 850031 D Common Stock 2170 I By 401(k) Plan Grant of restricted shares to the Reporting Person. No amount was paid upon grant of the shares. 50% of the shares are subject to performance-based vesting and 50% of the shares are subject to time-based vesting. With respect to performance-based vesting, the shares vest, if at all, upon the Company's achievement of cash break-even status with respect to any fiscal quarter beginning with the third fiscal quarter of 2009 and ending with the first fiscal quarter of 2011. In the event that the Company fails to achieve cash break-even status with respect to all such fiscal quarters, the reporting person will forfeit all such performance-based shares. With respect to time-based vesting, the shares vest as follows: 50% on September 30, 2009 and the remaining 50% on September 30, 2010. These shares are held by the reporting person's 401K Plan. /s/ Thomas S. Grilk, attorney-in-fact for Robert J. Lepofsky 2009-02-13