BRKS 10-K Annual Report Sept. 30, 2020 | Alphaminr
Brooks Automation, Inc.
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BRKS 10-K Fiscal year ended Sept. 30, 2020

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BROOKS AUTOMATION, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Financial Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.01* Sales and Purchase Agreement, dated October 5, 2017, by and among Brooks Automation Limited and the shareholders of 4titude Ltd. (incorporated herein by reference to Exhibit 10.27 of the Companys Annual Report on Form 10-K, filed on November 17, 2017). 2.02* Agreement of Merger, dated as of September 26, 2018, by and among the Company, GENEWIZ Group, Darwin Acquisition Company, and Shareholder Representative Services L.L.C. (incorporated herein by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K, filed on November 15, 2018). 2.03* Asset Purchase Agreement, dated August 27, 2018, among the Company, Edwards Vacuum LLC, and for certain sections thereof, Atlas Copco AB (incorporated herein by reference to Exhibit 10.29 to the Companys Annual Report on Form 10-K, filed on November 29, 2018). 2.04 Amendment No. 1, dated as of February 12, 2019, to Asset Purchase Agreement dated as of August 27, 2018, among the Company, Edwards Vacuum LLC, and for certain sections, Atlas Copco AB (incorporated herein by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K, filed on February 13, 2019). 2.05* Amendment No. 2, dated June 28, 2019, to Asset Purchase Agreement dated as of August 27, 2018, among the Company, Edwards Vacuum LLC, and for certain sections, Atlas Copco AB (incorporated herein by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K, filed on July 5, 2019). 3.01 Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit3.01 to the Companys Registration Statement on FormS-3 (Reg. No.333-189582), filed on June25, 2013). 3.02 Amended and Restated Bylaws, (incorporated herein by reference to Exhibit 3.01 of the Companys Current Report on Form 8-K, filed on February 11, 2008). 3.03 Amendment to Amended and Restated Bylaws of the Company, dated August 1, 2017 (incorporated herein by reference to Exhibit 3.02 of the Companys Quarterly Report on Form 10-Q, filed on August 4, 2017). 4.02 Description of Securities (incorporated herein by reference to Exhibit 4.02 of the Companys Annual Report on Form 10-K, filed on December 17, 2019). 10.01** Formof Indemnification Agreement for directors and officers of the Company (incorporated herein by reference to Exhibit 10.02 of the Companys Annual Report on Form 10-K, filed on November 17, 2017). 10.02** Employment Agreement, effective as of April5, 2010, by and between the Company and Stephen S. Schwartz (incorporated herein by reference to Exhibit10.01 to the Companys Quarterly Report on Form10-Q for the fiscal quarter ended March31, 2010, filed on May6, 2010). 10.03** Offer letter, dated September 5, 2013, between the Company and Lindon G. Robertson (incorporated herein by reference to Exhibit 10.03 of the Companys Annual Report on Form 10-K, filed on December 17, 2019). 10.04** Letter Agreement, dated June4, 2015, between the Company and Lindon G. Robertson (incorporated herein by reference to Exhibit10.4 to the Companys Current Report on Form8-K, filed on June9, 2015). 10.05** Offer Letter. dated September27, 2014, as revised, between the Company and Maurice Tenney,III (incorporated herein by reference to Exhibit10.01 to the Companys Quarterly Report on Form10-Q for the quarter ended December31, 2015, filed on February3, 2016). 10.06** Amended Offer Letter, dated June4, 2015, between the Company and Maurice Tenney,III (incorporated herein by reference to Exhibit10.02 to the Companys Quarterly Report on Form10-Q for the quarter ended December31, 2015, filed on February3, 2016). 10.07** Separation Agreement, dated September 6, 2019, as amended, between the Company and Maurice H. Tenney, III (incorporated herein by reference to Exhibit 10.07 of the Companys Annual Report on Form 10-K, filed on December 17, 2019). 10.08** Offer Letter, dated June12, 2014 between the Company and David C. Gray (incorporated herein by reference to Exhibit10.1 to the Companys Quarterly Report on Form10-Q for the quarter ended December31, 2014, filed on February5, 2015). 10.09** Letter Agreement, dated November 1, 2016, between the Company and David E. Jarzynka (incorporated herein by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, filed on August 4, 2017). 10.10** Offer Letter dated September 12, 2018, between the Company and Amy Liao (incorporated herein by reference to Exhibit 10.10 of the Companys Annual Report on Form 10-K, filed on December 17, 2019). 10.11** Formof Non-Competition Agreement (incorporated herein by reference to Exhibit10.1 to the Companys Current Report on Form8-K, filed on June9, 2015). 10.12** Formof Change in Control Agreement (incorporated herein by reference to Exhibit10.2 to the Companys Current Report on Form8-K, filed on June9, 2015). 10.13** Second Amended and Restated 2000 Equity Incentive Plan, restated as of May 7, 2013 (incorporated herein by reference to Exhibit 10.01 to the Companys Current Report on Form 8-K, filed on May 9, 2013). 10.14** 2017 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed on February 13, 2017). 10.15** 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit10.1 to the Companys Current Report on Form8-K, filed on February5, 2015). 10.16** Formof Restricted Stock Unit Award Notice under the 2000 Equity Incentive Plan (incorporated herein by reference to Exhibit10.18 to the Companys Annual Report on Form10-K, as filed on November28, 2011). 10.17** Form of Restricted Stock Unit Award Notice under the 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.17 of the Companys Annual Report on Form 10-K, filed on November 17, 2017). 10.18** Executive Performance-Based Variable Compensation Plan (incorporated herein by reference to Exhibit10.01 to the Companys Current Report on Form8-K, filed on January29, 2016). 10.19** Non-Employee Directors Stock Grant/Restricted Stock Unit Election Form under the 2000 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.42 to the Companys Annual Report on Form 10-K, filed on November 23, 2010). 10.20** Non-Employee Director Restricted Stock Unit Deferral Election Form under the 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.20 of the Companys Annual Report on Form 10-K, filed on November 17, 2017). 10.21** Brooks Automation,Inc. Amended and Restated Deferred Compensation Plan, as amended (incorporated herein by reference to Exhibit 10.21 of the Companys Annual Report on Form 10-K, filed on November 17, 2017). 10.22 Credit Agreement, dated as of May 26, 2016, by and among the Company, Brooks Life Sciences, Inc. (fka BioStorage Technologies, Inc.), Wells Fargo Bank, National Association and the Lenders parties thereto (incorporated herein by reference to Exhibit10.2 to the Companys Quarterly Report on Form10-Q for the quarter ended June30, 2016 filed on July28, 2016). 10.23 Consent and First Amendment to Credit Agreement, dated October 4, 2017, by and among Wells Fargo Bank, National Association, as Administrative Agent, the Company and Brooks Life Sciences, Inc. (fka BioStorage Technologies Inc.) (incorporated herein by reference to Exhibit 10.24 of the Companys Annual Report on Form 10-K, filed on November 17, 2017). 10.24 Guaranty and Security Agreement, dated as of May 26, 2016, by and among Wells Fargo Bank, National Association and the Grantors and members of the Lender Group parties thereto (incorporated herein by reference to Exhibit10.3 to the Companys Quarterly Report on Form10-Q for the quarter ended June30, 2016 filed on July28, 2016). 10.25 Credit Agreement, dated October 4, 2017, by and among the Company, Morgan Stanley Senior Funding, Inc., and the lenders party thereto (incorporated herein by reference to Exhibit 10.25 of the Companys Annual Report on Form 10-K, filed on November 17, 2017). 10.26 Incremental Amendment, dated as of November 15, 2018, to that certain Credit Agreement dated as of October 4, 2017, among the Company, the several lenders party thereto from time to time and Morgan Stanley Senior Funding, Inc., as administrative agent for the Lenders (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed on November 15, 2018). 10.27 Amendment No. 2, dated as of February 15, 2019, to Credit Agreement dated as of October 4, 2017, among the Company, the several lenders party thereto from time to time and Morgan Stanley Senior Funding, Inc., as administrative agent for the Lenders (incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, filed on February 22, 2019). 10.28 Guarantee and Security Agreement, dated October 4, 2017, by and among the Company, Brooks Life Sciences, Inc. (fka BioStorage Technologies, Inc.), Morgan Stanley Senior Funding, Inc., as Administrative Agent for the lenders (incorporated herein by reference to Exhibit 10.26 of the Companys Annual Report on Form 10-K, filed on November 17, 2017). 21.01 Subsidiaries of the Company. 23.01 Consent of PricewaterhouseCoopers LLP 31.01 Certification of the Companys Principal Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 31.02 Certification of the Companys Principal Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act of 2002. 32 Certification of the Companys Principal Executive Officer and Principal Financial Officer pursuant to Section906 of the Sarbanes-Oxley Act of 2002.