The United States Attorney's Office
District of Massachusetts

FORMER CHIEF EXECUTIVE OFFICER OF BROOKS AUTOMATION CHARGED WITH BACKDATING EXERCISE OF STOCK OPTIONS

BOSTON, MA - The former Chief Executive Officer, President, and Chairman of the Board of Directors of Brooks Automation, Inc., headquartered in Chelmsford, was charged yesterday in federal court with tax evasion in connection with his claim that he timely exercised millions of dollars in incentive stock options (ISOs) and thus qualified for favorable tax treatment.

United States Attorney Michael J. Sullivan, Douglas A. Bricker, Special Agent in Charge of the Internal Revenue Service, Criminal Investigation - Boston Field Office, Warren T. Bamford, Special Agent in Charge of the Federal Bureau of Investigation, New England Field Division and Joanne Yarbrough, Acting Inspector in Charge of the United States Postal Inspection Service, announced today that a grand jury sitting in the United States District Court for the District of Massachusetts has returned an indictment charging ROBERT J. THERRIEN, age 72, of Boston, with one count of tax evasion.

The indictment charges that THERRIEN missed an August 1999 deadline for exercising 225,000 ISOs, which were worth over $5 million. Several months later, in November 1999, THERRIEN learned that he had failed to exercise the options before their expiration date. In an effort to salvage the ISOs, THERRIEN falsely claimed that he and two outside directors of Brooks had spoken by telephone in June 1999 and during that call the directors authorized the company to extend a loan of approximately half a million dollars to THERRIEN for the purpose of exercising the 225,000 ISOs. The false story was advantageous to THERRIEN insofar as it permitted him to benefit from the favorable tax treatment afforded to ISOs.

Based on the false story, THERRIEN had the company’s lawyers prepare documents in November 1999 that paved the way for THERRIEN to receive 225,000 shares of Brooks stock, while the company’s books showed that THERRIEN exercised the 225,000 ISOs on August 13, 1999.

In mid-November 1999, THERRIEN repeated the false story about an oral loan agreement to Brooks’ auditors, in order to persuade the auditors to bless Brooks’ treatment of the options on its public financial statement.

In October 2000, THERRIEN filed his tax return for 1999, which reported that he had exercised the 225,000 ISOs. According to the indictment, THERRIEN failed to disclose to his tax preparer that the 225,000 ISOs had actually expired unexercised and that his receipt of 225,000 shares of Brooks stock in November 1999 was not the result of any timely exercise of ISOs. In so doing, THERRIEN falsely understated his true taxable income.

If convicted, THERRIEN faces up to 5 years imprisonment, to be followed by 3 years of supervised release, and a fine of up to $250,000 or twice his gain.

The case was investigated by the Internal Revenue Service, Criminal Investigation Division, and the Federal Bureau of Investigation, with assistance from the United States Postal Inspection Service. It is being prosecuted by Assistant U.S. Attorney Linda M. Ricci of Sullivan’s Economic Crimes Unit.

In a separate matter, THERRIEN has also been named in a civil complaint filed yesterday by the U.S. Securities and Exchange Commission relating to alleged securities law violations.

The details contained in the indictment are allegations. The defendant is presumed to be innocent unless and until proven guilty beyond a reasonable doubt in a court of law.