UNTIED STATES DISTRICT COURT

FOR THE DISTRICT OF MASSACHUSETT S

MARK COLLINS, Derivatively on Behalf ) Civil Action No .of Nominal Defendant BROOKS )AUTOMATION, INC., )

A IPlaintiff, )

v. )

ROBERT J. THERRIEN, A . CLINTON )ALLEN, ROGER D. EMERICK, )EDWARD C. GRADY, AMIN J . )KHOURY, JOSEPH R. MARTIN, a Q18,' }ff9 , .. . .: .. .. . . : . .. . .

JOHN K. MCGILLICUDDY, )

)Defendants, )

and

BROOKS AUTOMATION, INC .,a Delaware corporation,

Nominal Defendant.

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JURY TRIAL DEMANDED

VERIFIED SHAREHOLDER'S DERIVATIVE COMPLAINT

Plaintiff, by his attorneys, submits this Verified Shareholder's Derivative Complaint (th e

"Complaint") against the defendants named herein.

NATURE OF THE ACTION

This is a shareholder's derivative action brought for the benefit ofnoniinal defendan t

Brooks Automation, Inc . (`Brooks" or the "Company") against certain current and former member s

of its Board of Directors (the "Board") seeking to remedy defendants' breaches of fiduciary dutie s

and unjust enrichment .

JURISDICTION AND VENU E

2. This Court also has jurisdiction over all claims asserted herein pursuant to 28 U .S.C .

§ 1332(a)(2), because complete diversity exists between Plaintiff and each defendant, and the

amount in controversy exceeds $75,000 . This action is not collusive .

3 . Venue is proper in this jurisdiction pursuant to 28 U.S .G. § 1391(b) insofar as a

substantial part of the events or omissions giving rise to the claim occurred within this judicia l

district .

PARTIES

4. Plaintiff Mark Collins ("Plaintiff') is, and was at all relevant times, a shareholder o f

nominal defendant Brooks . Plaintiff is a Ohio citizen.

5. Nominal defendant Brooks is a Delaware corporation with its principal executiv e

offices located at 15 Elizabeth Drive, Chelmsford, Massachusetts 01824 . According to its public

filings, Brooks is a supplier of automation products and solutions primarily serving the worldwid e

semiconductor market ,

6 . Defendant Robert J . Therrien ("Therrien") served as a director of Brooks at all time s

relevant hereto until his resignation in 2006 and as President and Chief Executive Officer of the

Company at all times relevant hereto until his resignation in 2004 . Upon information and belief,

Therrien i s a Massachusetts citizen .

7. Defendant Edward C . Grady ("Grady") has served as a director of Brooks since 2003 ,

President of the Company since 2003, and Chief Executive Officer of the Company since 2004 .

Upon information and belief, Grady is a Massachusetts citizen .

8. Defendant Roger D. Emerick ("Em.erick") served as a director of Brooks and as a

member ofthe Compensation Committee oftheBoard (the "Compensation Committee") at all times

relevant hereto. Emerick served as a member of the Audit Committee of the Board (the "Audit

Committee"} from 1996 to 2002 . Upon information and belief, Emerick is a California citizen .

9. Defendant Amin J . Khoury ("Khoury') served as a director of Brooks and as a

member of the Compensation Committee at all times relevant hereto . Khoury served as a member

of the Audit Committee from 1996 to 2004 . Upon information and belief; Khoury is a Florida

citizen .

10. Defendant Joseph R. Martin ("Martin") has served as a director of Brooks and as a

member of both the Compensation Committee and the Audit Committee since 2001 . Upon

information and belief, Martin is a Maine citizen.

11 . Defendant A. Clinton Allen ("Allen') has served as a director of Brooks and as a

member of the Compensation Committee since 2003 . Upon information and belief; Allen is a

Massachusetts citizen.

12. Defendant John K. McGillicuddy ("McGillicuddy") has sewed as a director o f

Brooks and as a member of the Audit Committee since 2003. Upon information and belief,

McGillicuddy is a Massachusetts citizen.

13. Collectively, defendants Emerick, Khoury, Martin, Allen, and McGillicuddy ar e

referred to herein as the "Committee Defendants ."

14. Collectively, Therrien, Grady, and the Committee Defendants are referred to herei n

as the "Individual Defendants."

DUTIES OF THE INDIVIDUAL DEFENDANTS

15 . By reason of their positions as officers and/or directors ofthe Company and becaus e

of their ability to control the business and corporate affairs of the Company, the Individua l

Defendants owed the Company and its shareholders the fiduciary obligations of good faith, trust,

loyalty, and due care, and were and are required to use their utmost ability to control and manage

the Company in a fair, just, honest, and equitable manner_ The Individual Defendants were and are

required to act in furtherance of the best interests of the Company and its shareholders so as to

benefit all shareholders equally and not in furtherance of their personal interest or benefit . Each

director and officer of the Company owes to the Company and its shareholders the fiduciary duty

to exercise good faith and diligence in the administration of the affairs of the Company and in th e

use and preservation of its property and assets, and the highest obligations of fair dealing .

16. The Individual Defendants, because of their positions of control and authority a s

directors and/or officers of the Company, were able to and did, directly and/or indirectly, exercise

control over the wrongful acts complained of herein.

17. To discharge their duties, the officers and directors of the Company were required

to exercise reasonable and prudent supervision over the management, policies, practices and controls

of the Company. By virtue of such duties, the officers and directors of the Company were required

to, among other things :

a. exercise good faith in ensuring that the affairs of the Company wereconducted in an efficient, business-like manner so as to make it possible to providethe highest quality performance of their business ;

b. exercise good faith in ensuring that the Company was operated in a diligent,honest and prudent manner and complied with all applicable federal and state laws,rules, regulations and requirements, including acting only within the scope of itslegal authority ;

c. exercise good faith in supervising the preparation, filing and/or disseminationof financial statements, press releases, audits, reports or other information requiredby law, and in examining and evaluating any reports or examinations, audits, or otherfinancial information concerning the financial condition of the Company ; and

d. exercise good faith in ensuring that the Company 's financial statements wereprepared in accordance with Generally Accepted Accounting Principles ("GAAP") ;and

e. refrain from unduly benefitting themselves and other Company insiders at theexpense of the Company .

is . The Individual Defendants, particularly Therrien, Grady, and the members of the

Audit Committee, were responsible for maintaining and establishing adequate internal accountin g

controls for the Company and to ensure that the Company's financial statements were based o n

accurate financial information. According to GAAP, to accomplish the objectives of accuratel y

recording, processing, summarizing, and reporting financial data, a corporation must establish an

internal accounting control structure. Among other things, the Individual Defendants were require d

to :

(1) make and keep books, records, and accounts, which, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of theissuer; and

(2) devise and maintain a system of internal accounting controls sufficient toprovide reasonable assurances that --

(a) transactions are executed in accordance with management ' s generalor specific authorization ;(b) transactions are recorded as necessary to permit preparation offinancial statements in conformity with [GAAP] .

19. Brooks' Audit Committee Charter provides that the Audit Committee shall, among

other things,

a. Review and discuss with management and the registered public accountingfirm the Company's quarterly financial statements ; and

b. Review and discuss with management and the registered public accountingfirm, the Company's annual audited financial statements and the report of theregistered public accounting firm thereon .

20. As set forth herein, the Individual Defendants knowingly and/or extremely recklessly

disregard these above-listed duties which has caused Brooks to suffer damages, and to expos e

Brooks to future damages.

BACKGROUND ALLEGATION S

21 . Stock options give recipients the chance to purchase a Company's common stock a t

a certain price, which is sometimes referred to as the "strike price ." Generally, option strike price s

are set on the date of the grant and they are established based on the corporation's closing stock

price on the date of the grant .

22. Generally, the theory is that the recipient of any option grant is assuming the risk i n

receiving the grant ; that is, if the corporation's stock price declines after the date of the grant, thos e

options are not "in the money" and thus, there is no rationale economic reason to exercise the option .

23 . Conversely, if a corporations's stock price increases after the date of a grant, the

recipient of the grant has received a valuable economic benefit - the recipient can then exercise the

option, which allows him/her to purchase stock below marketprice which he/she can then sell into

the market .

24. At Brooks, the Compensation Committee were responsible for awarding stoc k

options to Brooks employees, including the Individual Defendants named herein .

25. In. 2005, the SEC began an investigating the stock option granting practices of

numerous companies . As reported by the Wall Street Journal (the "Journal ") on March 18, 2006,

the SEC's "look at options timing was largely prompted by academic research that examined

thousands of companies and found odd patterns of stock movement around the dates of the grants ."

26. The premise of the academic researchers was that mere chance could not hav e

accounted for many of the fortuitous grant dates that certain executives claimed and a pattern

emerged -- at certain companies, executives, consistently, over a multi-year period, received options

that were purportedly dated at or near historical low trading prices oftheir companies' stock, but just

before material increases in the stock price .

27. At certain corporations, this pattern was repeated so many times over a number o f

years that the researchers believed that chance could not account for the pattern . As such, the

researchers constructed sophisticated statistical analyses to determine the likelihood that so man y

executives had been so "lucky" over such a long period of time. Based on the results of these

analyses, the researchers concluded that many option patterns were statistical anomalies and that th e

random chance of certain option dates were astronomically high . Accordingly, they concluded tha t

executives at certain companies had exercised options which had been backdated .

28. Generally, the researchers' theory is that these improper backdating practices allowe d

executives to reap unlawful windfalls profits when options were exercised . ]:t stands to reason - if

an executive was allowed to pick a strike date (instead of sticking with whatever date the option s

were actually awarded), he/she could pick a date when corporation's 's stock price was low, thereb y

earning "extra", but illicit profits .

SUBSTANTIVE ALLEGATIONS

29 . In its March 18' story, the Journal, fo llowing up on the work of the academic

researchers, employed a sophisticated statistical analysis to determine if options were likely

backdated a certain corporations . Brooks was one of the corporations' that the Journal identified.

As a result of its analysis, the Journal determined that there was only a 1 in 9f million chance tha t

defendants (including defendant Therrien) were actually awarded options on the dates they claimed-

30. Thus, on March 18, 2006, Journal reported :

Brooks Automation, Inc ., a semiconductor-equipment maker in Chelmsford, Mass ., gave233,000 options to its CEO, Robert Therrien, in 2000. The stated grant date was May 31.That was a great day to have optionspricer. Brooks's stock plunged over 20% that day,to $39.75. And the very next day it surged more than 30%. '

' All emphasis is supplied unless otherwise noted .

A June 7 Brooks report to the SEC covering Mr . Therrien's May options activity made nomention of his having gotten a grant on May 31, even though the report -- which Mr .Therrien signed -- did cite other options-related actions he took on May 31 . . Not until Augustwas the May 31 grant reported to the SEC .

It wasn't the only well-timed option grant he got . One in October 2001 cause at Brooksstock's lowest closing price that year, once again at the nadir of a sharp plunge. The Journal

analysis puts the odds of such a consistentpattern occurring by chance at about I in ninemillion.

Mr. Therrien, who stepped down as CEO in 2004 and retired as chairman this month, didn'treturn messages seeking comment. Chief Financial Officer Robert Woodbury said Brooksis "in the process of revamping" practices so grants come at about the same time each year .Mr. Woodbury, who joined in 2003, said no one at Brooks would be able to explain thetiming of Mr. Therrien's grants .

The h igh lyfavorab le 2000 grant also benefited two others at Brooks -- the compensation-committee members who oversaw the CEO's grants. Although Brooks directors typically

got options only in July, that year a special grant was awarded just to these two directors,

Roger Emerick and Amin J . Khoury . Each got 20,000 options at the low $39.75 price. By

the time of their regular July option-grant date, the stock was way up to $61 .75, a price far

less favorable to options recipients .

31 . Following on the heels of the Journal article, on April 26, 2006, the Individual

Defendants caused Brooks to issue a press release wherein they announced an internal investigation

of the Company's stock option granting practices :

Brooks Automation, Inc. (NASDAQ :BRKS ) today announced that its Board ofDDirectors hascreated a special committee comprised of independent directors to conduct an intern alreview ofmatters related to past stock option grants, including the timing of such grants andassociated documentation . The special commi ttee is being assisted by independent legalcounsel and advisors .

32. On May 11, 2006, the Individual Defendants' shocked the market when they cause d

the Company to announce a six (6) year restatement of the Company' s historical financial results .

The Individual Defendants made clear that the planned restatement was necessary due to the

Company's illicit stock option granting practices . In part, the Individual Defendants disclosed:

Brooks Automation, Inc. (NASDAQ:BRKS) today announced an update concerning thereview into past stock option grants being conducted by a special committee of its board ofdirectors . The review is not complete .

Based on a report on May 10, 2006 from the special committee concerning the work done

to date, the Company will be required to correct certain SEC filings, including particularlyits financial statements contained in filings for some or all of theperiods commencing infiscal 1999 and ending in fiscal 2005. In light of thepending restatement, these financialstatements, reported in SEC filings and elsewhere, and all earningspress releases andsimilar communications issued by the Company relating to fiscal years 1999 through2005, should not be relied upon.

The Company believes that it accounted for certain matters concerning stack optionsincorrectly, and as a result recognized less compensation expense than it should have inperiods prior to fiscal 2006 . Based on the work done to date, the Company has not concludedwhether there will be any errors that affect financial statements for fiscal 2006 or whetheritmadernaterial accounting errors withrespectto stock option grants made after fiscal 2002 .The Company is in the process of determining the impact of the errors and evaluating theimpact of this matter on its system of internal controls .

The Company has discussed its conclusions with its independent registered publicaccounting firm .

The Company also announced that it filed with the SEC a Form 12b-25 that states that it didnot timely file its Form 1 .0-Q for the period ending March 31, 2006 . The Company expectsto file the Form I O-Q for the period ending March 31, 2006 as soon as is practical after thespecial committee's review is complete .

33 . On May 12, 2006, the Individual Defendants caused Brooks to announce that the SEC

had commenced an investigation into the Company's stock option granting practices, and that th e

Company's common stock was subject to de-listing by NASDAQ because it was delinquent in its

financial filings . In part, the Individual Defendants disclosed :

Brooks Automation , Inc . (NASDAQ:BRKS) today announced that ithas received notice thatthe Securities and Exchange Commission is conducting an informal inquiry concerning stockoption grant practices to determine whether viola tions of the federal securities laws haveoccurred . The Company is cooperating fully with the SEC in this matter .

The Company also announced that it received today a staff determination letter from theNasdaq Stock Market stating that the Company fails to comply with Marketplace Rule4310(c)(14) as a result of the fact that the Company did not make a timely filing of itsquarterly report on Form. l 0-Q for its March 31, 2006 fiscal quarter and did not indicate inits Form 12b-25 Notification of Late Filing that it would file the Form 10-Q on or before thefifth calendar day following the prescribed due date. The letter stated that the Company'ssecurities will be delisted from the Nasdaq Stock Market at the opening ofbusiness on May23, 2006 unless the Company requests a hearing in accordance with Nasdaq MarketplaceRules . It is the Company's intention to request such a hearing within the period specified inthe letter, which will stay the delisting pending the determination of the Nasdaq Listing

Qualifications Panel .

34. On May 17, 2006, the Individual Defendants caused Brooks to announce that the

Company was in technical default of certain of its debt covenants because of its delinquen t

regulatory filings .

35. On May 1. S, 2006, the Individual Defendants caused Brooks to announce tha t

defendants Khoury and Emerick had resigned from the Board . In part, the Individual Defendants '

disclosed :

"It is with the deepest regret that the Board accepted the voluntary resignations of Amin[Khoury] and Roger [Emerick]," Mr . Martin said. "They have been directors since beforeBrooks went public in February 1995, and both have been valuable sources of expertise,vision, strategy and judgment during their tenure on the Board . They have helped theCompany grow and overcome many roadblocks while achieving some very importantmilestones, such as our recent merger with Helix . They have willingly served on and ledcommittees of the Board . Most importantly, they were instrumental in transitioning theCompany to a robust corporate governance structure from when they were two outsidedirectors on a three-person Board, so that the Company now has filly-independent andfunctioning Audit, Compensation and Corporate Governance Committees . Also as anindicator of the respect the Board has for Arvin, he has served as our lead independentdirector since that position was first created ."

Mr. Martin continued, "It is because of these qualities that they have chosen to resign fromthe Board. They are the only current directors who were also directors prior to 2001 . Withtheir resignation, the Company's Board and executive management consists only ofindividuals who have been with the Company beginning in 2001 or later . They have also toldthe Company that they will renounce all of their current stock options and restricted stockawards, whether or not vested. They hope, by taking these proactive steps, that Brooks'current officers and directors will be able to manage the Company without being distractedby questions concerning events occurring in this earlier period . "

Mr. Martin concluded, "We thank Amin and Roger for the time and effort they have devotedto Brooks and their willingness to put the interests of the Company first ."

36. On May 22, 2006, the Individual Defendants caused Brooks to announce that it had

been subpoenaed by the US Attorney for the Eastern District of New York . The subpoena relates

to the Company's stock option granting practices .

37. This scandal has damaged the Company, and it has exposed the Company to future

losses ; including , but not limited to, damages to the Company' s reputation , the possibility of

increased borrowing costs, and the costs necessary to resolve the SEC and 'U S Attorney inqui ries .

Stock Option Grants

38. From 1996 to 2003, the Compensation Committee granted Therrien and Grady th e

following Brooks stock options :

PurportedDate of Exercise Number

Name Grant Price of OptionsTherrien 7/25/96 $12.10 10,000

12/12/97 $12.875 1001/4/99 $14.625 115,0005/31/00 $39.75 233,00010/1/01 $25 .22 90,85010/16/03 $24.30 120,000

Grady 10/16/03 $24.30 100,000

39. In addition to the foregoing option grants, Emerick and Khoury each received a grant

of 20,000 options purportedly dated May 31, 2000 and carrying an exercise price of $39 .75 .

40. Pursuant to the terms of the Company's shareholder-approved stock option plans, the

exercise price of options must be no less than the closing price of Brooks stock on the date of grant.

41 . Pursuant to APB 25, the applicable GAAP provision at the time of the foregoin g

stock option grants, if the market price on the date of grant exceeds the exercise price of the options ,

the company must recognize the difference as an expense.

42. In a striking pattern that is a statistical anomaly, each and every one of the foregoing

stock option grants was dated just before a material increase in Brooks' common stock price, as

demonstrated below :

Purported Stock Price 1 0Date of Exercise Trading Days % Rise inGrant Price After Grant Stock Price7/25/96 $12.10 $13.875 14.7%

12/12/97 $12.8751/4/99 $14.6255/31/00 $39.7510/1/01 $25 .2210/16/03 $24.30

$17.125 33.0%$17.9375 22.6%$61 .00 53.5%$34.61 37.2%$27.09 11 .5%

43 . The reason for the ex traordinary patte rn set forth in the preceding paragraph is

that the purported grant dates set forth therein were not the actual dates on Which the stoc k

option grants were made . Rather, Therrien and Grady and/or the Committee Defendants ,

improperly backdated the stock option grants to make it appear as though the grants were mad e

on dates when the market price of Brooks common stock was lower than the market price on th e

actual grant dates . This improper backdating, which violated the express terms of th e

Company's shareholder-approved stock option plans, resulted in option grants with lowe r

exercise prices, which improperly increased the value of the options to Therrien and Grady and

improperly reduced the amounts they had to pay the Company upon exercise of the options .

The Individual Defendants Breach Their FiduciaLry Dutie s

44. Throughout the Relevant Period, the Individual Defendants caused Brooks to

issue unqualified quarterly and yearly financial statements on SEC reports IO-Q and 10-K

respectively . In each financial report issued, the Individual Defendants claimed, inter alia, that :

(i) the Company's financial reports were prepared and presented in accord w ith GAAP and (ii )

they had designed and implemented a series of adequate internal controls .

45. These statements, which were issued over a six (6) year period, wer e

demonstrably false when issued . It is clear that each of the Individual Defendants knowingl y

and/or extremely recklessly caused the Company to violate GAAP because they failed to

recognize compensation expenses incurred when the improperly backdated options were granted .

As result of the GAAP violations, Brooks disseminated materially misleading f nancia l

statements to the market .

46. It is equally clear that, despite their statements to the contrary, the Individua l

Defendants did not design and implement a system of adequate internal controls ; nor did they

make any true attempt to do so . This inference is supported by several facts, including, but not

limited to, the fact that the option scheme went (purportedly) undetected over a six (6) yea r

period and the fact that the option scheme was relatively simple and straight-forward ; it was not

complex or esoteric. Indeed, once they had cared to look (after having been prompted by the

Journal article) the Individual Defendants were able to discover the scheme very quickly - they

announced the planned restatement of the Company' s financial results less than three (3) weeks

after they had begun their purported investigation. Certainly, had they chosen to comply with

their fiduciary duties, the Individual Defendants could have prevented the option scheme and/or

had discovered it much sooner.

47. The Individual Defendants ' failure to establish adequate internal controls coul d

not have been the exercise of valid business judgment . Because the Individual Defendants mad e

no true effort in this regard, the Company's financial reporting was inherently unreliabl e

throughout the Relevant Period. As a result, at the very least, and to the extent that any of th e

Individual Defendants were not directly involved in the scheme and/or cover-up, all of th e

Individual Defendants (and particularly the Committee Defendants) acted in an extremel y

reckless manner .

DERIVATIVE AND DEMAND EXCUSED ALLEGATIONS

48. Plaintiff brings this action derivatively in the right and for the benefit ofthe Company

to redress defendants' breaches of fiduciary duties and unjust enrichment .

49. Plaintiffis an owner of Brooks common stock and was an owner ofBrooks commo n

stock at all times relevant hereto .

50. Plaintiff will adequately and fairly represent the interests of the Company and its

shareholders in enforcing and prosecuting its rights, and he has retained counsel experienced in

litigating this type of action.

51. As a result of the facts set forth herein, Plaintiff has not made any demand on th e

Board to institute this action against the Individual Defendants . Such demand would be a futile and

useless act because the Board is incapable of making an independent and disinterested decision t o

institute and vigorously prosecute this action .

52. The Board currently consists ofeight directors: defendants Grady, Martin, Allen, and

McGillicuddy, and directors Robert 1. Lepofsky, Krishna G . Palepu, Alfred Woollacott, III, and

Mark S . Wrighton (the "Demand Directors") . A majority of the Demand Directors are legally

incapable of independently and disinterestedly considering a demand to commence and vigorousl y

prosecute this action for the following reasons :

a. Grady is interested and he lacks independence. Grady is directly interested in theimproperly backdated stock option grants complained of herein . Grady also lacks independencebecause his principal professional occupation is his position as President and Chief ExecutiveOfficer of the Company, pursuant to which he receives more than $400,000 per year in, salary andcash bonuses, plus thousands of shares of Brooks restricted stock and stock options . Accordingly,Grady is incapable of independently and disinterestedly considering a demand to commence andvigorously prosecute this action against the other defendants, particularly defendant Allen, whocurrently chairs the Compensation Conunittee;

b. Martin and Allen are interested because they face a substantial likelihood of liabilityfor their conduct on the Board. Martin and Allen both serve as members of the CompensationCommittee, and they directly participated in and/or approved the misconduct alleged herein and aresubstantially likely to be held liable for breaching their fiduciary duties, as alleged herein .Moreover, by colluding with Therrien and Grady, as alleged herein, Martin, and Allen havedemonstrated that they are unable or unwilling to act independently of Therrien and Grady ;

c. Martin and McGillicuddy are interested because they face a substantial likelihoodof liability for their conduct on the Board . Martin and McGillicuddy both serve as members of theAudit Committee they directly participated in and/or approved the misconduct alleged herein andare substantially likely to be held liable for breaching their fiduciary duties, as alleged herein .Moreover, by colluding with Therrien and Grady, as alleged herein, Martin and McGillicuddy havedemonstrated that they are unable or unwilling to act independently of Therrien and Grady; and

d. Demand is also excused because the Demand Directors collectively constitute amajority of the directors on the Board and they have demonstrated a sustained and systematicfailure to properly perform their duties .

COUNT IAgainst the Individual Defendants for Breach of Fiduciary Duty

in Connection with their Management of Brooks

53 . Plaintiffincorporates by reference all preceding and subsequent paragraphs as if fully

set forth herein .

54. As alleged in detail herein, each of the Individual Defendants (and particularly the

Committee Defendants) had a duty to, inter alia, exercise good faith to ensure that the Company was

operated in a diligent, honest and prudent manner and, when placed on notice of improper or

imprudent conduct by the Company and/or its employees, exercise good faith in taking action t o

correct the misconduct and prevent its recurrence . )

55. As alleged in detail herein, the Individual Defendants knew or should have know n

of the stock option scheme, and they failed to remedy this problem, which has caused disastrous

consequences for the Company and its stockholders . Thus, the Individual Defendants breached thei r

fiduciary duty of good faith .

56. All of the Individual Defendants (and particularly the Committee Defendants)

willfully ignored the obvious and pervasive problems with Brooks' accounting and internal contro l

practices and procedures and made no true effort to correct the problems or prevent their recurrence .

Thus, the Individual Defendants abdicated their fiduciary duty of good faith, which could not hav e

bene the exercise of valid business judgement.

57. As a direct and proximate result of the Individual Defendants' foregoing breaches

of fiduciary duties, the Company has suffered significant damages, as alleged herein .

COUNT 11Against the Individual Defendants for Breach of Fiduciary Duty

for Disseminating False Information to the Marke t

58. Plaintiff incorporates by reference all preceding and subsequent paragraphs as if full y

set forth herein .

59. As alleged in detail herein, each of the Individual Defendants (and particularly th e

Committee Defendants) had a duty to ensure that Brooks disseminated accurate, truthful and

complete information to the Market .

60. Each of the Individual Defendants violated the fiduciary duties of care, loyalty, and

good faith by causing or allowing the Company to disseminate to the market materially misleading

and inaccurate information through public statements, including, but not limited to, press releases

and SEC filings, as described herein .

61 . Additionally, each of the Individual Defendants failed to correct the Company' s

publicly reported financial results and guidance . These actions could not have been a good fait h

exercise of prudent business judgment to protect and promote the Company's corporate interests .

62. As a direct and proximate result of the Individual Defendants' foregoing breaches

of fiduciary duties, the Company has suffered significant damages , as alleged herein.

COUNT IIIAgainst the Individual Defendants for Breach of Fiduciary Duty

for Failing to Design and Implement Adequate Internal Control s

63. Plaintiff incorporates by reference all preceding and subsequent paragraphs as iffull y

set forth herein.

64. As alleged in herein, each of the Individual Defendants (and particularly th e

Committee Defendants) had a duty to Brooks and its shareholders to design and implement adequat e

internal controls, including accounting controls. Further, each of the Individual Defendants (an d

particularly the members of Audit Committee) were required to ensure the Company's financial

results were recorded in compliance with GAAP and SEC rules and regulations .

65 . Although the Individual Defendants repeatedly told shareholders that they had

complied with their fiduciary duties in this regard , those statements were 'untrue, The Company

lacked the most basic controls which could have prevented the option scheme i(or, detected it sooner)

and the resulting material negative impact on the Company's financial statements .

66. The inference that the Company lacked adequate internal controls during the

Relevant Period, is also supported by the Company's brief internal investigation that (eventually )

uncovered the scheme . As set forth herein, when the issue was finally addressed by the Board, its

members were able to quickly determine that something was amiss, and that improper back-datin g

likely occurred.

67. Thus, notwithstanding their statement to the contrary, the Individual Defendants

abdicated their responsibility to establish and maintain adequate internal controls at Brooks, havin g

made no good faith effort to fulfill their fiduciary duties .

COUNT NAgainst Defendants Therrien , Grady, Emerick, and Khoury

For Unjust Enrichment

68. Plaintiff incorporates by reference all preceding and subsequent paragraphs as if se t

forth fully herein.

69. Therrien, Grady, Emerick, and Khoury were unjustly enriched by their receipt an d

retention of backdated stock option grants, as alleged herein, and it would be unconscionable t o

allow them to retain the benefits thereof

70. To remedy Therrien, Grady, Emerick, and Khoury' s unjust enrichment, the Court

should order them to disgorge to the Company all of the backdated stock options they received ,

including the proceeds of any such options that have been exercised, sold, pledged, or otherwise

monetized .

WHEREFORE, Plaintiff demands judgment as follows :

A. - Against all of the Individual Defendants and in favor ofthe Company for theamount of damages sustained by the Company as a result of the IndividualDefendants' breaches of fiduciary duties ;

B. Ordering Therrien, Grady, Emerick, and Khoury to disgorge to the Companyall of the backdated stock options they received, including the proceeds of any suchoptions that have been exercised, sold, pledged, or otherwise :monetized ;

C. Granting appropriate equitable relief to remedy Defendants' breaches offiduciary duties ;

D. Awarding to Plaintiff the costs and disbursements of the action, includingreasonable attorneys' fees, accountants' and experts' fees, costs, and expenses ;and

E. Granting such other and further relief as the Court deems just and proper .

JURY TRIAL DEMANDED

Plaintiff demands a trial by jury .

Dated: 5/30/06 Respectfully submitted,

LAURENCE COT E

aurence Cote, Esq .63 Chatham Street, 3 ' FloorBoston, MA 02109Telephone: (617) 557-0003BBO # 55381 6

Of Counsel :Robert B . WeiserThe Weiser Law Firm, P .C .121 N. Wayne Ave., Suite 100Wayne, PA 1908 7Telephone: (610) 225-2616

VE F1+CATJQN

1, Marl: Collins, hereby verify that 1 have reviewed the Complaint and auf prized it,

filing and that the 1`or ping is true and correct to the best ofmy knowledge, infanativrr and

Dated - 5119/D6MARKCOLLINS