Azenta, Inc. — Director's Dealing 2010

Feb 8, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BROOKS AUTOMATION INC (BRKS)
CIK: 0000933974
Period of Report: 2010-02-04

Reporting Person: HEADLEY MARTIN S (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-04	Common Stock	A	64000	$0.00	Acquired	239213	Direct
2010-02-08	Common Stock	F	4939	$7.49	Disposed	234274	Direct

Footnotes

F1: Grant of restricted shares under the company's Long Term Incentive Plan. No amount was paid by the Reporting Person upon grant of the shares. 50% of the shares are subject to time-based vesting and 50% of the shares are subject to performance-based vesting. With respect to time-based vesting, the shares will vest in one-third increments beginning one year after date of grant and annually thereafter. With respect to performance-based vesting, vesting of the shares is based on achieving longer term (3 year) metrics at fiscal year end 2012.

F2: Forfeiture of shares by the Reporting Person to satisfy the Reporting Person's obligations with respect to withholding taxes in connection with the vesting on February 8, 2010 of 14,000 RSAs under the company's Amended and Restated 2000 Equity Incentive Plan.