Edgar Filing: HELIX TECHNOLOGY CORP

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the registrant [X]
Filed by a party other than the registrant [ ]

Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-12

HELIX TECHNOLOGY CORPORATION
---------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-
11.

(1) Title of each class of securities to which transaction applies:

---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:

---------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

---------------------------------------------------------------------
(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

---------------------------------------------------------------------
(2) Form, schedule or registration statement no.:

---------------------------------------------------------------------
(3) Filing party:

(4) Date filed:

---------------------------------------------------------------------

HELIX TECHNOLOGY CORPORATION
Mansfield Corporate Center
Nine Hampshire Street
Mansfield, MA 02048-9171
Telephone (508) 337-5500 - Fax (508) 337-5175

____________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, APRIL 28, 2004, AT 11:00 A.M.
____________________

To the Stockholders of Helix Technology Corporation:

Notice is hereby given that the 2004 Annual Meeting of Stockholders
of Helix Technology Corporation will be held on Wednesday, April 28, 2004,
at 11:00 a.m. at The Down Town Club, 225 Franklin Street, Boston,
Massachusetts, for the following purposes:

1. To elect a Board of Directors;

2. To approve amendments to the 1996 Equity Incentive Plan as
described in the proxy statement for the meeting; and

3. To transact such other business as may properly come before the
meeting.

Only stockholders of record at the close of business on March 8,
2004, are entitled to notice of and to vote at the meeting.

By Order of the Board of Directors

Beverly L. Couturier
Corporate Secretary

Mansfield, Massachusetts
March 23, 2004

---------------------------------------------------------------------------
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE, AND RETURN THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE. ALTERNATIVELY, PLEASE VOTE OVER THE INTERNET OR BY TELEPHONE BY
FOLLOWING THE INSTRUCTIONS ON YOUR PROXY CARD. IF YOU ATTEND THE MEETING
AND VOTE IN PERSON, YOUR PROXY WILL NOT BE USED.
---------------------------------------------------------------------------

TABLE OF CONTENTS
-----------------

Page No.
--------

PROXY STATEMENT 1
GENERAL INFORMATION 1
Record Date, Voting Rights and Outstanding Shares 1
SECURITY OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT 3
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 4
PROPOSAL 1 ELECTION OF DIRECTORS 5
CORPORATE GOVERNANCE 7
Board of Directors' Meetings and Committees 7
Director Candidates 7
Communications from Stockholders 8
Audit Committee Report 8
INDEPENDENT AUDITORS 9
Independent Auditors Fees and Services 9
Audit Committee's Pre-approval Policy and Procedures 9
COMPENSATION AND OTHER INFORMATION CONCERNING DIRECTORS AND OFFICERS 10
Director Compensation 10
Executive Compensation 11
Compensation Committee Interlocks and Insider Participation 12
Certain Relationships and Related Transactions 12
Compensation Committee Report 12
Employment Agreements 13
Retirement Program 15
Pension Plan 15
STOCKHOLDER RETURN PERFORMANCE PRESENTATION 16
PROPOSAL 2 APPROVAL OF AMENDMENTS TO EQUITY INCENTIVE PLAN 17
The Current Plans 17
Summary of Proposed Changes 17
Reasons for the Changes 18
Description of Awards 19
Shares Available for Issuance under the Plan 19
Amendment and Term of Plan 20
U.S. Federal Income Tax Consequences Relating to Awards 20
Option Grants and Outstanding Options 21
Outstanding Options 22
Vote Required 22
ADDITIONAL INFORMATION 23
Other Matters 23
Stockholder Proposals 23
Expenses Of Solicitation 23
Householding of Annual Meeting Materials 23

HELIX TECHNOLOGY CORPORATION
Mansfield Corporate Center
Nine Hampshire Street
Mansfield, MA 02048-9171
Telephone (508) 337-5500 - Fax (508) 337-5175

___________________

PROXY STATEMENT
FOR THE 2004 ANNUAL MEETING OF STOCKHOLDERS
___________________

GENERAL INFORMATION

This proxy statement is furnished in connection with the solicitation
of proxies by our Board of Directors for use at the 2004 Annual Meeting of
Stockholders to be held at The Down Town Club, 225 Franklin Street, Boston,
Massachusetts, on Wednesday, April 28, 2004, at 11:00 a.m., and at any
adjournments thereof. The matters to be considered and acted upon at the
meeting are set forth in the attached Notice of Annual Meeting.

Record Date, Voting Rights and Outstanding Shares

The Board of Directors has fixed March 8, 2004, as the record date
for determining holders of our common stock who are entitled to vote at the
Annual Meeting. As of that date there were 26,107,981 shares of common
stock, $1.00 par value per share, outstanding and entitled to vote at the
meeting. Each of these shares of common stock is entitled to one vote on
each of the matters listed in the Notice of Annual Meeting. A majority of
the outstanding shares of common stock entitled to vote and present in
person or by proxy will constitute a quorum at the meeting. Votes withheld,
abstentions, and broker non-votes (where a broker or nominee does not
exercise discretionary authority to vote on a matter) are counted for
purposes of determining the presence or absence of a quorum for the
transaction of business.

You may vote by mail, over the Internet, by telephone or in person at the
Annual Meeting. To vote by mail, sign, date and complete the enclosed proxy
card and return it in the enclosed self-addressed envelope. No postage is
necessary if the proxy card is mailed in the United States. Instructions
for voting over the Internet or by telephone can be found on your proxy
card. If you vote by Internet or telephone, you should not return your
proxy card. If you hold your shares through a bank, broker or other
nominee, it will give you separate instructions for voting your shares.
When the proxy card of a stockholder is duly executed and returned, the
shares represented thereby will be voted in accordance with the voting
instructions given on the proxy by the stockholder. If no such voting
instructions are given on a proxy card with respect to one or more
proposals, the shares represented by that proxy card will be voted, with
respect to the election of directors, for the nominees named herein, and
with respect to other proposals, in accordance with the recommendations of
the Board. Stockholders may revoke their proxies at any time prior to any
vote at the meeting. If you are the stockholder of record, you may change
your vote and revoke your proxy by granting a new proxy bearing a later
date (which automatically revokes the earlier proxy), by providing a
written notice of revocation to Beverly L. Couturier, Corporate Secretary,
prior to your shares being voted, or by attending the Annual Meeting and
voting in person. Attendance at the Annual Meeting alone will not cause
your previously granted proxy to be revoked, unless you specifically so
request. For shares you hold beneficially in street name, you may change
your vote by submitting new voting instructions to your broker, trustee or
nominee, or if you have obtained a legal proxy from your broker or nominee
giving you the right to vote your shares, by attending the meeting and
voting in person.

A plurality of the votes cast by stockholders entitled to vote at the
meeting is required for the election of directors. Abstentions and broker
non-votes will not be treated as votes cast for this purpose and will not
affect the outcome of the election.

The affirmative vote by the holders of a majority of the securities
present in person or by proxy and entitled to vote at the meeting is
required to approve the amendments to the 1996 Equity Incentive Plan, as
amended and restated (the "Equity Incentive Plan"). Broker non-votes will
not be counted as present and entitled to vote for this purpose, and
therefore will have no effect. Abstentions will be counted as present and
entitled to vote and, accordingly, will have the effect of a negative vote.

This proxy statement, the Notice of Annual Meeting, and the form of
proxy will be first sent to stockholders on or about March 23, 2004.

SECURITY OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth certain information with respect to
beneficial ownership of shares of our common stock as of March 8, 2004,
(unless otherwise indicated in the footnotes to this table), (i) by each
person (including any partnership, syndicate, or other group) known to
management to be the beneficial owner of more than five percent of the
outstanding shares of common stock, (ii) by each of our directors and
nominees for director, (iii) by each of the Named Executive Officers, and
(iv) by all of our executive officers and directors as a group. Except as
indicated in the footnotes to this table, the persons named in the table
have sole voting and investment power with respect to the shares shown as
beneficially owned by them.

Shares Beneficially Owned
-----------------------------
Percent of
Beneficial Owner(1) Number Class
-------------------------------------------------------------------------------------

5% Stockholders:

DePrince, Race & Zollo
201 South Orange Avenue
Orlando, FL 32801 2,187,151(2) 8.4%

Capital Group International, Inc.
11100 Santa Monica Boulevard
Los Angeles, CA 90025-3384 1,318,880(3) 5.1%

State Street Research & Management Co.
One Financial Center, 31st Floor
Boston, MA 02111-2690 1,317,366(4) 5.1%

Non-Employee Directors and Nominees:
Gideon Argov 4,000(5) **

Frank Gabron 42,800(5) **

Robert H. Hayes 14,000(5) **

Marvin G. Schorr 106,800(5) **

Alfred Woollacott, III 2,000(5) **

Mark S. Wrighton 14,400(5) **

Named Executive Officers:

Robert J. Lepofsky
President, Chief Executive Officer and Director 397,814(5)(6) 1.5%

James Gentilcore
Executive Vice President, Chief Operating Officer 21,212(5) **

Jay Zager
Senior Vice President, Chief Financial Officer 29,858(5) **

Robert E. Anastasi
Executive Vice President 106,814(5) **

Mark E. Jalbert
Senior Vice President 22,868(5) **

All Directors and Executive Officers as a Group (11) 762,566(5)(6) 2.9%

--------------------
** Less than 1 percent of shares outstanding.

Unless otherwise indicated, the address of each beneficial owner is
c/o Helix Technology Corporation, Mansfield Corporate Center, Nine
Hampshire Street, Mansfield, MA 02048-9171.
As of December 31, 2003, based on a Schedule 13G filed by DePrince,
Race & Zollo, Inc. ("DRZ") with the Securities and Exchange
Commission (the "SEC") on February 4, 2004, which indicates that DRZ
has sole dispositive and sole voting power with respect to all of
these shares.
As of December 31, 2003, based on a Schedule 13G/A filed by Capital
Group International, Inc. ("CGII") with the SEC on February 13, 2004,
which indicates that CGII has sole dispositive power with respect to
all of the shares and sole voting power as to 913,400 of the shares.
CGII is the parent holding company of a group of investment companies
that hold investment power and, in some cases, voting power over
securities held by it.
As of December 31, 2003, based on a Schedule 13G filed by State
Street Research & Management Company ("State Street") with the SEC on
February 17, 2004, which indicates that State Street has sole
dispositive and sole voting power with respect to all of these
shares.
Includes shares that each named individual has the right to acquire
within 60 days from March 8, 2004, through the exercise of options.
The amounts listed include shares under such options as follows: Mr.
Argov, 4,000; Mr. Gabron 4,000; Dr. Hayes, 8,000; Dr. Schorr, 4,000;
Mr. Woollacott, 2,000; Dr. Wrighton 4,000; Mr. Lepofsky, 105,000; Mr.
Zager, 28,750; Mr. Anastasi, 105,000; Mr. Gentilcore, 20,500; Mr.
Jalbert, 17,625 and all directors and executive officers as a group,
302,875. Also includes 1,748 shares for Mr. Lepofsky; 607 shares for
Mr. Gentilcore; 1,108 shares for Mr. Zager; 1,814 shares for Mr.
Anastasi; and 1,604 shares for Mr. Jalbert held in our 401(k)
retirement savings plan.
Includes 40,000 shares held in a trust fund, with respect to which
shares Mr. Lepofsky disclaims beneficial ownership.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers and persons who beneficially own more than
10 percent of our common stock to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership
of our securities. Executive officers, directors, and greater-than-10-
percent beneficial owners are required by SEC regulations to furnish us
with copies of all Section 16(a) reports they file.

To our knowledge, based solely on review of the copies of such
reports furnished to us and other information furnished to us, all Section
16(a) filing requirements applicable to our executive officers, directors
and greater-than-10-percent beneficial owners were complied with.

PROPOSAL 1

ELECTION OF DIRECTORS

In accordance with Section 2 of Article II of the By-Laws, the Board
has fixed the number of directors to constitute the full Board for the
ensuing year at seven. Pursuant to the recommendation of the Nominating and
Governance Committee, the Board has nominated Gideon Argov, Frank Gabron,
Robert H. Hayes, Robert J. Lepofsky, Marvin G. Schorr, Alfred Woollacott,
III, and Mark S. Wrighton. Each of the nominees is currently one of our
directors and each nominee has consented to be nominated and to serve if
elected. In the event any of these nominees shall be unable to serve as a
director, the shares represented by the proxy will be voted for the person,
if any, who is designated by the Board to replace the nominee. In the event
that a vacancy occurs during the year, the Board may fill such vacancy for
the remainder of the full term.

The Board has determined that all of our directors except Mr.
Lepofsky, our President and Chief Executive Officer, are "independent
directors" as defined in the Nasdaq Stock Market listing standards.

The Board of Directors recommends that stockholders vote FOR the
election of Messrs. Argov, Gabron, Lepofsky and Woollacott, and Drs. Hayes,
Schorr, and Wrighton to the Board of Directors.

Director
Name of Nominee Age Principal Occupation Since
----------------------------------------------------------------------------------------

Gideon Argov 48 Special Limited Partner, Parthenon Capital 2002
Frank Gabron 73 Retired, formerly our Chief Executive Officer 1980
Robert H. Hayes 67 Professor Emeritus, Harvard Business School 1998
Robert J. Lepofsky* 59 President and Chief Executive Officer 1987
Marvin G. Schorr* 79 Chairman of our Board of Directors and 1982
Chairman of the Board of Tech/Ops Sevcon, Inc.
Alfred Woollacott, III 57 Retired Audit Partner, KPMG 2003
Mark S. Wrighton* 54 Chancellor, Washington University, St. Louis 1990
----------------------------------------------------------------------------------------

* Member of the Executive Committee

Mr. Argov has been a Special Limited Partner at Parthenon Capital, a
Boston-based private equity partnership, since 2001. He served as Chairman,
Chief Executive Officer and President of Kollmorgen Corporation from 1991
to 2000. From 1988 to 1991 he served as Chief Executive Officer of High
Voltage Engineering Corporation. Prior to 1988, he led engagement teams in
consulting at Bain and Company. He is a director of Fundtech Corporation
and TransTechnology Corporation.

Mr. Gabron served as Chairman of our Board of Directors from January
1981 until his retirement in July 1996. He served as our President from
November 1980 to February 1987, and as our Chief Executive Officer from
November 1980 until December 1988.

Dr. Hayes is the Philip Caldwell Professor, Emeritus at Harvard
Business School, where he specializes in operations and technology
management. Prior to his appointment to the Harvard Faculty in 1966, Dr.
Hayes worked for IBM and McKinsey & Company. He is a director of the
American Productivity & Quality Center and Applera Corporation.

Mr. Lepofsky has served as our President since February 1987, and as
our Chief Executive Officer since January 1989. Prior to that, he served as
our Chief Operating Officer from December 1982 to December 1988, and as a
Senior Vice President from December 1982 to February 1987. Prior to
December 1982, Mr. Lepofsky served as one of our Vice Presidents for two
years. He is a director of Moldflow Corporation.

Dr. Schorr has served as Chairman of our Board of Directors since
August 1996. He served as President and Chief Executive Officer of
Tech/Ops, Inc., from 1962 to 1987 and Chairman of the Board of that company
from 1981 to 1987. In 1987 Tech/Ops was reorganized into three companies:
Landauer, Inc., Tech/Ops Sevcon, Inc., and Tech/Ops Corporation, of which
the former two are publicly owned manufacturers of technology-based
products and services, and the latter was a privately owned consulting
business that was dissolved in 1999. Dr. Schorr has

been Chairman of the Board of Directors of Tech/Ops Sevcon, Inc. since
1987, and was Chairman of the Board of Directors of Landauer, Inc., and
Tech/Ops Corporation, Inc., from 1987 to 1999.

Mr. Woollacott is a certified public accountant and was a partner
with the accounting firm of KPMG from 1979 until his retirement in
September 2002. During the past five years, he was an engagement partner
serving primarily the high technology and healthcare companies in the
greater Boston area. He also served as an SEC Reviewing Partner and a Due
Diligence Assistance Reviewing Partner.

Dr. Wrighton has been Chancellor of Washington University in St.
Louis since July 1995. He was Provost of Massachusetts Institute of
Technology from 1990 until 1995, and held the Ciba-Geigy Chair in Chemistry
at MIT. He joined the faculty at MIT in 1972 as Assistant Professor of
Chemistry, was appointed Associate Professor in 1976 and Professor in 1977.
From 1981 until 1989 he held the Frederick G. Keyes Chair in Chemistry and
was Head of the Department of Chemistry from 1987 until 1990. Dr. Wrighton
also serves as a director of Ionics, Inc., Cabot Corporation, and A.G.
Edwards, Inc.

There are no family relationships between any director, executive
officer, or person nominated or chosen by us to become one of our directors
or executive officers.

CORPORATE GOVERNANCE

Board of Directors' Meetings and Committees

In addition to the Executive Committee, the Board of Directors has a
Human Resources and Compensation Committee, an Audit Committee, and a
Nominating and Governance Committee. Current copies of each committee's
charter are posted on the Investors page of our website
www.helixtechnology.com. During the fiscal year ended December 31, 2003,
our Board of Directors held five meetings, the Human Resources and
Compensation Committee held four meetings, the Audit Committee held four
meetings, and the Nominating and Governance Committee held one meeting. All
directors attended at least 75% of the aggregate of the total number of
Board of Directors' meetings and meetings of the committees on which they
served. Although we do not have a formal policy, we encourage directors to
attend the annual meeting of stockholders. Last year, all of our directors
attended the stockholders' meeting.

Human Resources and Compensation Committee. The Human Resources and
Compensation Committee consists of Drs. Hayes, Schorr and Wrighton. The
Human Resources and Compensation Committee is responsible for reviewing and
making recommendations to the Board of Directors regarding our compensation
policies and programs. The Committee also administers our equity
compensation plans. Each member of the Human Resources and Compensation
Committee is "independent" as defined by the Nasdaq Stock Market listing
standards. The Human Resources and Compensation Committee operates under a
written charter adopted by the Board of Directors.

Audit Committee. The Audit Committee consists of Messrs. Argov,
Gabron and Woollacott. The functions of the Audit Committee are to directly
oversee and evaluate our independent auditors, including setting the fee,
scope, and timing of the audit and any other services rendered and
resolving any disagreements between our management and our independent
auditors regarding financial reporting. The Audit Committee is also
responsible for reviewing all of our accounting policies and procedures and
reporting systems and for reviewing and discussing with our management and
our independent auditors the effectiveness of our internal financial
controls. The Committee monitors the independence of the auditors and
reviews any proposed related party transactions. The Audit Committee also
oversees the financial reporting process, including review of the audited
financial statements and based on the reviews and discussions referred to
above and in its charter, it recommends to the Board whether the financial
statements should be included in our Annual Report on Form 10-K. Each
member of the Audit Committee is "independent" as defined by the Nasdaq
Stock Market listing standards and Rule 10A-3 under the Exchange Act, and
meets the Nasdaq Stock Market listing standards' financial literacy
requirements for Audit Committee members. Each of Messrs. Argov, Gabron and
Woollacott qualifies as an "audit committee financial expert" under the
rules of the Securities and Exchange Commission. The Audit Committee
operates under a written charter adopted by the Board of Directors.

Nominating and Governance Committee. The Nominating and Governance
Committee consists of Mr. Argov and Drs. Hayes and Schorr. The functions of
the Nominating and Governance Committee are to consider and recommend
nominees for director and members of committees of the Board. Each member
of the Nominating and Governance Committee is "independent" as defined by
the Nasdaq Stock Market listing standards. The Nominating and Governance
Committee operates under a written charter adopted by the Board of
Directors.

Director Candidates

The process followed by the Nominating and Governance Committee to
identify and evaluate director candidates includes requests to the Board
members and others for recommendations, meetings from time to time to
evaluate biographical information and background materials relating to
potential candidates and interviews of selected candidates by members of
the Committee and the Board.

In considering whether to recommend any candidate for inclusion in
the Board's slate of recommended director nominees, the Nominating and
Governance Committee will apply the criteria it deems appropriate,
including issues of diversity, experience, skills such as understanding
manufacturing, technology, financing and marketing and international
background. The Committee does not assign specific weights to particular
criteria and no particular criterion is a prerequisite for each prospective
nominee. We believe that the backgrounds and qualifications of the
directors, considered as a group, should provide a significant composite
mix of experience, knowledge and abilities that will allow the Board to
fulfill its responsibilities.

Stockholders may recommend individuals for the Nominating and
Governance Committee to consider as potential director candidates by
submitting their names and background to the "Helix Technology Corporation
Nominating and Governance Committee" c/o the Corporate Secretary, Helix
Technology Corporation, Mansfield Corporate Center, Nine Hampshire Street,
Mansfield, Massachusetts 02048-9171. The Nominating and Governance
Committee will consider a recommendation only if appropriate biographical
information and background material is provided on a timely basis. Assuming
that appropriate biographical and background material is provided for
candidates recommended by stockholders, the Nominating and Governance
Committee will evaluate those candidates by following substantially the
same process, and applying substantially the same criteria, as for
candidates submitted by Board members.

Communications from Stockholders

The Board will give appropriate attention to written communications
on issues that are submitted by stockholders, and will respond if and as
appropriate. Absent unusual circumstances or as contemplated by committee
charters, the Chairman of the Nominating and Governance Committee will,
with the assistance of our Corporate Secretary, (1) be primarily
responsible for monitoring communications from stockholders and (2) provide
copies or summaries of such communications to the other directors as he or
she considers appropriate.

Communications will be forwarded to all directors if they relate to
substantive matters and include suggestions or comments that the Chairman
of the Nominating and Governance Committee considers to be important for
the directors to know. In general, communications relating to corporate
governance and long-term corporate strategy are more likely to be forwarded
than communications relating to personal grievances and matters as to which
we tend to receive repetitive or duplicative communications.

Stockholders who wish to send communications on any topic to the
Board should address such communications to the Chairman of the Nominating
and Governance Committee, c/o the Corporate Secretary, Helix Technology
Corporation, Mansfield Corporate Center, Nine Hampshire Street, Mansfield,
Massachusetts 02048-9171.

Audit Committee Report

In the course of its oversight of Helix's financial reporting
process, including reviewing the audited financial statements, the systems
of internal controls established by Helix's management and the full Board,
and the overall audit process, the Audit Committee of the Board of
Directors has (i) reviewed and discussed with management our audited
financial statements for the year ended December 31, 2003, (ii) discussed
with PricewaterhouseCoopers LLP, Helix's independent accountants, the
matters required to be discussed by Statement on Accounting Standards No.
61, Communication with Audit Committees, (iii) received the written
disclosures and the letter from the auditors required by Independence
Standards Board Standard No. 1, Independence Discussions with Audit
Committees, (iv) discussed with the auditors their independence, and (v)
considered whether the provision of the nonaudit services described below
under the captions "Audit-Related Fees" and "Tax Fees" by the auditors is
compatible with maintaining their independence.

Based on the foregoing review and discussions, the Audit Committee
recommended to the Board of Directors that the audited consolidated
financial statements be included in Helix's Annual Report on Form 10-K for
the year ended December 31, 2003, for filing with the Securities and
Exchange Commission.

By the Audit Committee,

Frank Gabron (Chair)
Gideon Argov
Alfred Woollacott III

INDEPENDENT AUDITORS

The Audit Committee has selected the firm of PricewaterhouseCoopers
LLP as Helix's independent public accountants for fiscal year 2004.
PricewaterhouseCoopers LLP examined Helix's financial statements for fiscal
year 2003. Representatives of PricewaterhouseCoopers LLP are expected to
attend the annual meeting to respond to questions and will have the
opportunity to make a statement if they desire.

Independent Auditors Fees and Services

Aggregate fees for professional services rendered for us by
PricewaterhouseCoopers LLP as of or for the years ended December 31, 2003
and 2002, were:

2003 2002
-------- --------

Audit $349,625 $380,182

Audit-Related 31,650 41,865

Tax 263,004 122,222

All Other - -
-------- --------

Total Fees $644,279 $544,269
======== ========

Audit Fees for the years ended December 31, 2003 and 2002,
respectively, were for professional services rendered for the audits of our
consolidated financial statements and statutory and subsidiary audits,
issuance of comfort letters, consents, income tax provision procedures, and
assistance with review of documents filed with the SEC.

Audit-Related Fees as of the years ended December 31, 2003 and 2002,
respectively, were for assurance and related services related to employee
benefit plan audits and due diligence related to mergers and acquisitions.

Tax Fees as of the years ended December 31, 2003 and 2002, respectively,
were for services related to tax compliance, including the preparation of
tax returns and claims for refund; and tax planning and tax advice,
including assistance with and representation in tax audits and appeals, tax
services for employee benefit plans, and requests for rulings or technical
advice from tax authorities.

Audit Committee's Pre-approval Policy and Procedures

During fiscal year 2003, the Audit Committee of our Board of
Directors adopted policies and procedures for the pre-approval of audit and
non-audit services for the purpose of maintaining the independence of our
independent auditors. We may not engage our independent auditors to render
any audit or non-audit service unless either the service is approved in
advance by the Audit Committee or the engagement to render the service is
entered into pursuant to the Audit Committee's pre-approval policies and
procedures. The pre-approval policy describes audit, audit-related, tax and
all other services that have the general pre-approval of the Audit
Committee. The term of any general pre-approval is approximately 12 months
from the date of pre-approval, unless the Audit Committee specifically
provides for a different period. The Audit Committee will annually review
and pre-approve the services that may be provided by the independent
auditor without obtaining specific pre-approval from the Audit Committee.
At each regularly scheduled meeting of the Audit Committee, management or
the independent auditors must report to the Audit Committee any change in
service provided to Helix. The Audit Committee will revise the list of
general pre-approved services from time to time, based on subsequent
determinations. Unless a type of service to be provided by the independent
auditor has received general pre-approval, it will require specific pre-
approval by the Audit Committee. Pre-approved fee levels for all services
to be provided by the independent auditor will be established annually by
the Audit Committee. Any proposed services exceeding these levels will
require specific pre-approval by the Audit Committee. Requests or
applications to provide services that require specific approval by the
Audit Committee must be submitted to the Audit Committee by both the
independent auditor and the Chief Financial Officer, and must include a
joint statement as to whether, in their view, the request or application is
consistent with the SEC's rules on auditor independence. The Audit
Committee may delegate pre-approval

authority to one or more of its members. Such member must report any
decisions to the Audit Committee at its next scheduled meeting.

During fiscal year 2003, no services were provided to us by
PricewaterhouseCoopers LLP or any other accounting firm other than in
accordance with the pre-approval policies and procedures described above.

COMPENSATION AND OTHER INFORMATION CONCERNING
DIRECTORS AND OFFICERS

Director Compensation

During 2003, each non-employee director received an annual retainer
fee of $25,000 ($26,000 for committee chairs), payable in four equal
quarterly installments. A director who is also our full-time employee
receives no additional compensation for services as a director.

In addition, we have a stock option plan, the Amended and Restated
Stock Option Plan for Non-Employee Directors (the "Directors' Plan")
covering our non-employee directors. Under the terms of the Directors'
Plan, for each year of service on our Board, each non-employee director is
granted an option to purchase 2,000 shares of our common stock at a
purchase price equal to fair market value on the date of grant, which
option vests on the one-year anniversary of the date of grant. The options
expire on the earlier of one year after the non-employee director ceases to
serve on our Board, or the option's expiration date. Under the proposed
amendments to the Equity Incentive Plan, our non-employee directors would
be eligible to participate in the Equity Incentive Plan and we would no
longer grant options under the Directors' Plan. Options granted previously
to directors under the Directors' Plan would not be affected by the
proposed amendments.

We adopted a plan commencing in 2002 which allows the members of the
Board of Directors to defer receipt of all or part of their cash fees for
services as a director. The deferred fees may be invested in a cash
account, a stock equivalent account, or a combination of the two, as
elected by the director in his or her deferral election. Interest is
credited on the amount deferred in the cash account at the rate of interest
applicable to ten-year treasury notes. The amount deferred into the stock
equivalent account is converted into hypothetical shares of our common
stock. The plan provides for an election to receive the deferred fees in
either one lump sum or in installments over a period of up to five years.
All distributions are made in cash.

Executive Compensation

The following table provides certain summary information concerning
compensation paid for services in all capacities for the years ended
December 31, 2003, 2002, and 2001, to our Chief Executive Officer and each
of our four other most highly compensated executive officers (hereinafter
referred to as the "Named Executive Officers"):

Summary Compensation Table

Long-Term
Annual Compensation All Other
Compensation Awards Compensation
-------------------------------------------------------------------
Other Securities
Annual Underlying 401(k)
Salary Compen- Bonus Stock Options Match Other
Name and Principal Position Year ($) sation($) ($) (Shares) ($)(1) ($)(2)
----------------------------------------------------------------------------------------------------------

Robert J. Lepofsky 2003 475,000 80,000 20,000 14,000 3,998
President and Chief 2002 475,000 - 12,000 3,973
Executive Officer 2001 475,000 35,000 - 10,200 4,644

James Gentilcore (3) 2003 300,000 79,508(4) 50,000 7,000 14,000 1,243
Executive Vice President 2002 22,803 - 75,000 1,000 71
Chief Operating Officer
Jay Zager (5) 2003 240,000 40,000 15,000 14,000 1,187
Senior Vice President 2002 230,769 85,000 50,000 11,799 1,141
Chief Financial Officer

Robert E. Anastasi 2003 260,000 45,000 15,000 14,000 2,321
Executive Vice President 2002 260,000 - 10,000 12,000 2,365
2001 235,000 25,000 15,000 10,200 2,146

Mark E. Jalbert (6) 2003 190,000 35,000 15,000 13,400 911
Senior Vice President 2002 190,000 - 15,000 12,000 904
----------------------------------------------------------------------------------------------------------

Represents matching contributions by us under our 401(k) Plan.
Represents premiums paid by us for excess group life insurance.
Mr. Gentilcore joined us in December 2002.
Represents compensation related to relocation expenses associated with
the hiring of Mr. Gentilcore.
Mr. Zager joined us in January 2002. The terms of his employment offer
included a sign-on bonus of $10,000 and guaranteed a minimum bonus
payment of $75,000 for fiscal year 2002.
Mr. Jalbert was elected Senior Vice President and designated as an
executive officer in December 2002.

Stock Option Grants in Last Fiscal Year

The following table provides information concerning the grant of
stock options (also reported in the Summary Compensation Table) under the
Equity Incentive Plan during the year ended December 31, 2003, to the Named
Executive Officers.

Individual Grants
-------------------------------------------------------
Potential Realizable Value
Number of Percentage of at Assumed Annual Rate of
Securities Total Options Stock Price Appreciation for
Underlying Granted to Exercise Option Term (1)
Options Employees in Price (Per Expiration ----------------------------
Name Granted(2) Fiscal Year Share) Date 5% 10%
------------------ ---------- ------------- ---------- ---------- -- ---

Robert J. Lepofsky 20,000 14.8% $8.595 04/16/2013 $108,107 $273,964
James Gentilcore 7,000 5.2% $8.595 04/16/2013 $ 37,837 $ 95,888
Jay Zager 15,000 11.1% $8.595 04/16/2013 $ 81,080 $205,473
Robert E. Anastasi 15,000 11.1% $8.595 04/16/2013 $ 81,080 $205,473
Mark E. Jalbert 15,000 11.1% $8.595 04/16/2013 $ 81,080 $205,473
-------------------------------------------------------------------------------------------------------------

The potential realizable value is calculated based on the term of
option at the time of grant. Stock price appreciation of 5% and 10%
is assumed pursuant to rules promulgated by the Securities and
Exchange Commission. The actual value, if any, that an executive may
realize upon option exercises will depend on the

excess, if any, of the price at which the underlying stock is
eventually sold over the exercise price on the date the option is
exercised. Accordingly, there is no assurance the value realized by
an executive would be at or near the values calculated by using these
assumed appreciation rates.
These options become exercisable in four equal annual installments
beginning one year from the date of grant, which was April 16, 2003.

Aggregated Stock Option Exercises in Last Fiscal Year
And Fiscal Year-End Stock Option Values

The following table provides information with respect to the Named
Executive Officers concerning the exercise of options during our 2003
fiscal year and the value of unexercised options held at December 31, 2003.

Number of Securities Underlying Value of Unexercised In the
Unexercised Options Held at Money Options at
December 31, 2003 December 31, 2003 (2)
------------------------------- ----------------------------
Shares
Acquired Value
Name on Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
------------------ ----------- ----------- ----------- ------------- ----------- -------------

Robert J. Lepofsky - - 75,000 120,000 $ - $242,200
James Gentilcore - - 18,750 63,250 177,563 617,458
Jay Zager - - 12,500 52,500 7,563 204,338
Robert E. Anastasi - - 92,500 32,500 150,563 186,188
Mark E. Jalbert - - 9,250 28,000 2,269 188,456
-------------------------------------------------------------------------------------------------------------------

Based on the mean between the high and low sale prices for our common
stock as reported by the Nasdaq Stock Market on December 31, 2003,
($20.705), less the price to be paid upon exercise.

Compensation Committee Interlocks and Insider Participation

During 2003 non-employee directors Dr. Robert H. Hayes, Dr. Marvin G.
Schorr, and Dr. Mark S. Wrighton served as members of the Human Resources
and Compensation Committee. None of the Human Resources and Compensation
Committee members or Named Executive Officers has any relationships that
must be disclosed under this caption.

Certain Relationships and Related Transactions

During 2003 we did not have any relationships or transactions to
report under the applicable rules of the Securities and Exchange
Commission.

Compensation Committee Report

The Human Resources and Compensation Committee of the Board of
Directors is composed of three independent, non-employee directors. The
Committee regularly reviews and approves essentially all of Helix's
compensation and benefit programs and also reviews and determines the
actual compensation of the Named Executive Officers, as well as all stock
option grants to all employees. All compensation actions taken by the
Committee are reported to and approved by the full Board of Directors,
excluding employee directors. The Committee also reviews and makes
recommendations to the Board on policies and programs for the development
of management personnel and management structure and organization. The
Committee reviews and administers the 1996 Equity Incentive Plan. The
Committee also reviews and administers the 1996 Stock Option Plan for
Non-Employee Directors. The Committee reviews from time to time executive
compensation reports prepared by independent organizations in order to
evaluate the appropriateness of its executive compensation program.

The Committee uses base salary to compensate the Named Executive
Officers for past and ongoing contributions and the performance-based bonus
program to provide incentives for enhancing near-term profitability

and stockholder value. In addition, it uses stock options to provide
incentives for enhancing longer-term growth in profitability, return on
equity, and stockholder value. In order to meet these objectives, the
Committee has approved employment agreements with each of the Named
Executive Officers which set base salaries for the Named Executive
Officers, taking into account prior performance and base salaries among
competitive peer groups. The Committee also sets target bonus awards
comprising about 15 to 35 percent of total target compensation, depending
upon the position being reviewed. The Committee reviews Helix's annual
performance plan and the individual goals and objectives of each Named
Executive Officer for the ensuing year and sets incentive target bonus
awards that are directly linked to Helix's short-term financial performance
and to the specific annual goals and objectives of each Named Executive
Officer. The Committee meets annually to review Helix's performance and the
performance of our Chief Executive Officer and each other Named Executive
Officer in relation to Helix's performance plan for the year then ended, as
well as in relation to the goals set for the Chief Executive Officer and
each other Named Executive Officer, and awards bonuses accordingly. The
Committee then sets base salaries and target bonus awards for the next
year. The Committee has discretion to reward extraordinary accomplishments
with special bonuses. In this process, the Committee first meets with the
Chief Executive Officer to review Helix's performance and the performance
of each of the other Named Executive Officers and then meets in an
Executive Session to review the performance of all of the Named Executive
Officers, including the Chief Executive Officer.

The minimum annual salary of the Chief Executive Officer is set
pursuant to an employment agreement entered into by the Chief Executive
Officer and us. See "Employment Agreements" below. The Committee may
increase the minimum annual salary of the Chief Executive Officer from time
to time at its discretion based upon Helix's performance and such other
factors as the Committee may determine.

In the case of our Chief Executive Officer, the Committee considered
the performance of management and the company in relation to the 2003
performance plan, industry conditions and the performance of peer
companies. The Committee noted the increased difficulty of managing the
company during times of general slowdown in the semiconductor capital
equipment industry and that despite such a slowdown in the industry the
company had been managed well and was well positioned to take advantage of
future opportunities in the industry. It determined to award the Chief
Executive Officer with incentive compensation for 2003 of $80,000 and to
increase his salary for 2004 to $525,000. The Committee also awarded
incentive compensation for 2003 and raises for 2004 to the other Named
Executive Officers.

The Committee believes that the foregoing combination of base
salaries, incentive bonuses, and stock options provides appropriate levels
of compensation to retain and attract qualified senior management and the
proper incentives to achieve significant improvement in both Helix's short-
term and long-term financial performance.

By the Human Resources and Compensation Committee,
Dr. Robert H. Hayes, (Chair)
Dr. Marvin G. Schorr
Dr. Mark S. Wrighton

Employment Agreements

In November 2003, we amended and restated the employment agreement
originally entered into in February 1999 with Mr. Lepofsky that runs
through February 2007. The agreement establishes a minimum annual salary
that may be increased by the Board of Directors from time to time; however,
if increased, it may not be reduced again except as part of a general
reduction of all executive salaries. The base salary level was set at
$390,000 in the 1999 agreement. The agreement provides for additional
incentive compensation in the sole discretion of the Board of Directors and
provides that Mr. Lepofsky is entitled to participate in all benefit plans
made available generally to executive officers. The agreement included a
nonqualified stock option granting to Mr. Lepofsky the right to purchase up
to 200,000 shares of our common stock at an option price of $20.8125 per
share. This option was granted under the Equity Incentive Plan and is
exercisable in eight annual installments of 25,000 shares each, beginning
in February 2000.

The agreement provides for certain benefits in the event of
involuntary termination of Mr. Lepofsky's employment without cause or in
the event Mr. Lepofsky terminates his employment following a change of
control of the company as defined in the agreement. In the event of his
involuntary termination without cause, or in the event of his voluntary
termination following a change of control of the company, Mr. Lepofsky
would be entitled to receive base salary continuance through February 2007,
or for two years, whichever period is shorter. In the event of a change of
control of the company, if Mr. Lepofsky terminates his agreement or is
terminated without cause, all

remaining installments of his 200,000-share stock option would become
exercisable. In the event of the involuntary termination of Mr. Lepofsky's
employment not for cause and prior to a change in control, up to three
remaining unvested 25,000-share installments of his 200,000-share stock
option would become exercisable. In the event that Mr. Lepofsky is
involuntary terminated without cause on or prior to the third anniversary
of a change in control of the company, he will receive a lump sum severance
payment equal to three times the sum of his (i) annual base salary at the
date of termination or in effect immediately prior to the change in
control, whichever is greater, and (ii) average incentive compensation for
the last three annual periods prior to the date of termination or
immediately prior to the change in control, whichever is greater.

Any compensation payable to Mr. Lepofsky contingent upon a change of
control which qualifies as a parachute payment under Section 280G of the
Internal Revenue Code, as amended, shall be limited to the maximum amount
that may be paid to him without any part of all of such compensation being
deemed an excess parachute payment under that Section. Based on his current
base salary and agreement, Mr. Lepofsky could receive a maximum (as
described above) of $1,552,615 under this severance arrangement.

In June 2003 we entered into an employment agreement with Mr. Zager,
and in 2002 we entered into employment agreements with Mr. Anastasi (August
2002), Mr. Jalbert (November 2002) and Mr. Gentilcore (December 2002). Each
of these agreements terminates on the respective executive's normal
retirement date, unless earlier terminated by us with or without cause (as
defined in the applicable agreement) or by the executive with or without
good reason (as defined in the applicable agreement). Each agreement
provides for an initial base salary per year (Mr. Anastasi: $260,000; Mr.
Zager: $240,000; Mr. Jalbert: $190,000; and Mr. Gentilcore: $300,000),
reviewed annually beginning January 1, 2003, (which base salaries may not
be decreased except in conjunction with a general reduction of executive
salaries), an annual cash performance bonus determined in the discretion of
our Human Resources and Compensation Committee, awards from time to time of
stock options under the Equity Incentive Plan, also at the discretion of
our Human Resources and Compensation Committee, and reimbursement of
expenses. The agreements also provide for each executive's participation in
our Supplemental Key Executive Retirement Plan and in any other profit-
sharing, retirement, group life insurance or other insurance or medical
expense plan maintained by us for our senior executives generally.

In the event Messrs. Anastasi, Jalbert, Zager or Gentilcore is
terminated by us for cause, voluntarily terminates the agreement without
good reason, or reaches his normal retirement date (upon which the
agreement automatically terminates), he would be entitled to any then-
accrued base salary, reimbursement of then-accrued expenses and any other
or additional benefits to the extent required by any of our then-applicable
benefit plans or programs. In the event any one of these executives is
terminated by us without cause, he would be entitled to his then-accrued
base salary, a pro-rated bonus, any amounts payable pursuant to our
Supplemental Retirement Plan and reimbursement of any then-accrued
expenses. The executive would also be entitled to continued base salary
payments, bonus payments and all other benefits otherwise payable under the
agreement for 12 months if the date of termination occurs at least one year
after the executive's date of hire or for 24 months if the date of
termination is at least five years after the executive's date of hire,
subject to certain offsets in the event the executive obtains other
employment during the period. The executive's vested options would remain
exercisable for up to one year after termination. In the event Messrs.
Anastasi, Jalbert, Zager or Gentilcore terminates his agreement for good
reason, he would be entitled to the same payments and benefits as if he had
been terminated by us without cause, plus any unvested options that would
have become exercisable during the two-year period after the executive's
termination date would become exercisable as of the termination date.

Each agreement also requires us to indemnify the applicable executive
and in certain circumstances to reimburse such executive's costs and
expenses (including legal fees) associated with a dispute arising under the
applicable agreement. Each agreement imposes certain non-competition and
confidentiality obligations in our favor upon the applicable executive.

Retirement Program

The following table sets forth estimated combined annual benefits
under our Pension Plan and our Supplemental Key Executive Retirement Plan
(SERP), on a straight-life annuity basis, to persons in specified
compensation and years-of-service categories, as if they had retired at age
65 at December 31, 2003.

Pension Plan Table

Estimated Annual Pension
Average (Including SERP Benefits)
Annual Compensation Based on Years of Service Indicated
on which Retirement --------------------------------------------------------
Benefits Are Based 10 15 20 25 30
------------------- -------- -------- -------- -------- --------

$200,000 $ 31,027 $ 47,741 $ 64,132 $ 80,993 $ 80,993
250,000 40,433 61,325 81,815 101,863 101,863
300,000 50,423 75,820 100,447 124,505 124,505
350,000 60,423 90,820 119,896 147,963 147,963
400,000 70,423 105,820 139,345 171,421 171,421
450,000 80,423 120,820 158,793 194,879 194,879
500,000 90,423 135,820 178,242 218,337 218,337
550,000 100,423 150,820 197,691 241,796 241,796

Pension Plan

We maintain a noncontributory qualified Pension Plan for the benefit
of our employees, including the individuals named in the Summary
Compensation Table. Employees who are at least 21 years of age with one
year of service are eligible for this plan. Contributions to the plan,
which is a defined benefit plan, are not included in the Summary
Compensation Table because such contributions are made on an actuarial
basis and cannot be separately calculated. We recognized pension expense of
$2,110,000 for 2003.

Compensation covered by the plan includes salary but excludes bonuses
or incentive awards, if any. Benefits under the plan as set forth in the
table above are determined on a straight-life annuity basis, based upon
years of participation completed after December 31, 1978, and highest
consecutive 60-month average compensation during the last 120 months of
employment and are integrated with Social Security benefits. As of December
31, 2003, Messrs. Lepofsky, Anastasi and Jalbert each had accrued 25 years
of benefit service under the plan. Mr. Gentilcore had accrued five years of
benefit service, including four years from prior employment with us. Mr.
Zager had accrued one year of benefit service.

In 1992, we adopted a Supplemental Key Executive Retirement plan
(SERP) that is designed to supplement benefits paid to certain participants
under tax-qualified retirement plans funded by us, which benefits are
otherwise limited with respect to highly paid employees by the Internal
Revenue Code. In general, the SERP provides that participants with 25 or
more years of service who have reached the age of 65 at the time of
retirement will receive a supplemental annual pension from us equal to 50
percent of the greater of such participant's (i) average compensation (as
described under "Pension Plan" above) or (ii) actual compensation during
the 12 months prior to retirement, less all retirement benefits provided by
us. Benefits under the SERP are reduced for participants with less than 25
years of service. We recorded additional retirement costs of $283,000 in
connection with the SERP in 2003.

In 1999, we adopted a nonqualified Supplemental Benefit Plan intended
to provide for the payment of additional retirement benefits to certain key
employees whose Pension Plan retirement benefits would exceed amounts
permitted under the Internal Revenue Code. The supplemental unfunded
benefit is equal to the amount of any benefit that would have been payable
under the qualified retirement plan, but for the limitations under the
Internal Revenue Code. Benefits earned under the Supplemental Benefit Plan
are also subject to offset per the provisions of any benefits earned under
the Supplemental Key Executive Retirement Plan.

STOCKHOLDER RETURN PERFORMANCE PRESENTATION

Set forth below is a line graph comparing the change in the
cumulative total stockholder return of our common stock against the change
in the cumulative total return of the Standard & Poor's Technology Sector
Composite Index and the Nasdaq Composite Index for the period of five years
ended December 31, 2003. Management cautions that the stock price
performance shown in the graph below should not be considered indicative of
potential future stock performance.

Comparison of Five-Year Cumulative Total Return *
Among Helix Technology Corporation, Nasdaq (U.S.) Index
and S&P Technology Sector Composite Index

[GRAPH}

* Assumes the value of the investment in Helix Technology Corporation
and each index was $100 on December 31, 1998, and that all dividends
were reinvested.

Cumulative Total Return

12/98 12/99 12/00 12/01 12/02 12/03
----- ----- ----- ----- ----- -----

Helix 100 351.47 188.03 182.20 92.07 171.44
Nasdaq U.S. 100 185.43 111.83 88.76 61.37 91.75
S&P Tech Sector 100 178.74 105.63 78.31 49.01 72.16

PROPOSAL 2
APPROVAL OF AMENDMENTS TO EQUITY INCENTIVE PLAN

The Board of Directors is seeking stockholder approval of changes to
our Equity Incentive Plan that are intended to permit more effective
performance measures for equity compensation, reduce the expense of equity
compensation reported on our financial statements should equity
compensation expensing become mandatory, reduce the administrative costs of
plan administration, permit improved tax treatment for employees who
receive equity compensation, and help us continue to attract highly
qualified directors.

As described in more detail below, the changes to the Equity
Incentive Plan include authority to set performance criteria for receipt of
awards and permit the issuance of restricted stock units. We also propose
to issue any future equity compensation to non-employee directors under the
Equity Incentive Plan, rather than under the current Directors' Plan. The
shares remaining in the Directors' Plan that were previously authorized by
the stockholders would be issuable under the Equity Incentive Plan, but we
are not otherwise seeking an increase in the number of shares issuable
under the Equity Incentive Plan.

The Current Plans

We have relied on the Equity Incentive Plan since 1996 as an
important tool to attract and retain key employees and consultants, to
provide an incentive for them to achieve long-range performance goals, and
to enable them to participate in our long-term growth. Of our approximately
492 full-time employees, approximately 41 key employees are participating
in the Equity Incentive Plan, which is administered by a committee of not
less than three members of the Board of Directors (the "Committee"),
currently the Human Resources and Compensation Committee. In addition, we
have granted stock options to non-employee directors under the Directors'
Plan, the purpose of which is to attract and retain the services of
experienced and knowledgeable directors and to provide incentives for such
directors to continue to serve the best interests of Helix and our
stockholders through share ownership. All non-employee directors currently
participate in the Directors' Plan.

Summary of Proposed Changes

The following are the principal changes to the Equity Incentive Plan
approved by the Board of Directors:

* The Committee will be explicitly authorized to set performance
goals to be satisfied before options could become exercisable
or other awards could be earned. To the extent that an award is
made to any of the five highest-paid executive officers, the
Committee may subject the award to performance conditions based
upon the list of business criteria specified under "U.S.
Federal Income Tax Consequences Relating to Awards" below for
purposes of preserving our tax deduction associated with such
awards.

* The types of awards available under the Equity Incentive Plan
will be expanded to include restricted stock units, which are
described under "Description of Awards" below.

* The Equity Incentive Plan will prohibit the repricing of stock
options without further stockholder approval.

* No new options will be granted under the Directors' Plan. The
shares remaining under that plan will become issuable under the
Equity Incentive Plan, and non-employee directors will become
eligible to participate in the Equity Incentive Plan. All
currently outstanding director options will be unaffected.

* The Equity Incentive Plan will have a term of ten years from
the date of stockholder approval, unless subsequently extended
by stockholder approval or terminated earlier by the Board.

* The Equity Incentive Plan will prohibit the grant of so-called
"reload" stock options under which replacement options are
automatically granted upon the exercise of the original
option.

* No options will have a term exceeding 10 years.

* Awards will be subject to a minimum three-year vesting schedule
with exceptions in the discretion of the Committee for
retirement, death, disability, termination by us, change of
control, grants to consultants, directors, or new-hires, awards
in lieu of cash compensation, and performance vesting.

* Several plan provisions would be made clearer (e.g., (i) the
use of so-called "cashless" or "broker-assisted" option
exercises, (ii) awards will not be transferable during a
participant's lifetime unless he becomes incapacitated or the
Committee otherwise provides, (iii) unless the Committee
provides otherwise, a participant's employment or service with
his employer will be deemed terminated if the subsidiary is
sold or otherwise ceases to be an affiliate of ours, and (iv)
clearer authority for the Committee to set terms that improve
the tax treatment of awards for foreign nationals).

A copy of the amended and restated Equity Incentive Plan is included
as Appendix I to this proxy statement. The foregoing summary is qualified
in its entirety by reference to the full text of the amended and restated
Equity Incentive Plan.

Reasons for the Changes

The Board recommends that our stockholders approve the amendments to
the Equity Incentive Plan for the following reasons:

* The Board believes that it is important to provide the
Committee with the flexibility to set performance goals for
options to become exercisable or other awards earned so that it
has another tool to effectively tie employee rewards to
stockholder benefits.

* Stockholder approval of the business criteria upon which
objective performance goals may be established by the Committee
would permit us to take tax deductions for performance-based
awards to certain executive-level employees under Section
162(m) of the tax code.

* The rules for accounting for the expense of equity compensation
are expected to change in 2005, making it more advantageous to
us to use awards other than time-based vested stock options.

* Employees and directors may be better served from a tax
perspective by the grant of restricted stock units in the U.S.
and abroad.

* The use of a single plan going forward should reduce
administrative costs.

* The Board believes that by prohibiting option repricing, by
prohibiting the grant of reload options, and by mandating a
minimum vesting schedule it has better aligned the future
operation of the Equity Incentive Plan with stockholders'
interests.

* The Board believes that we will be better able to attract
prospective outside directors and retain current directors if
the Board has the same authority for these awards as it has for
others. However, the Human Resources and Compensation Committee
and the Board intend to continue the practice of using the same
equity awards for all outside directors and not using any type
or level of award for one outside director that is different
from those for other outside directors.

Description of Awards

The amended Equity Incentive Plan provides for the following four
basic types of awards:

Restricted Stock. The Committee may grant shares of Common Stock that
are only earned if specified conditions, such as completing a term of
employment or satisfying pre-established performance goals, are met and
that are otherwise subject to forfeiture.

Restricted Stock Units. The Committee may grant the right to receive
shares of Common Stock in the future, also based on meeting specified
conditions and subject to forfeiture. These awards are to be made in the
form of "units," each representing the equivalent of one share of Common
Stock, although they may be settled in either cash or stock. Restricted
stock unit awards represent an unfunded and unsecured obligation by us. In
the discretion of the Committee, units may be awarded with rights to the
payment of dividend equivalents.

Stock Options. The Committee may grant options to purchase shares of
Common Stock that are either incentive stock options (ISOs) eligible for
the special tax treatment described below, or nonstatutory stock options.
No option may have an exercise price that is less than the fair market
value of the Common Stock on the date of grant or a term of more than ten
years. An option may be exercised by the payment of the option price in
cash or with such other lawful consideration as the Committee may
determine, including by delivery or attestation of ownership of shares of
Common Stock valued at their fair market value on the date of delivery, and
for consideration received by us under a broker-assisted cashless exercise
program.

Stock Appreciation Rights. The Committee may grant Stock Appreciation
Rights (SARs), where the participant receives cash, shares of Common Stock,
or other property, or a combination thereof, as determined by the
Committee, equal in value to the difference between the exercise price of
the SAR and the fair market value of the Common Stock on the date of
exercise. SARs may be granted in tandem with options (at or after award of
the option) or alone and unrelated to an option. SARs in tandem with an
option terminate to the extent that the related option is exercised, and
the related option terminates to the extent that the tandem SAR is
exercised. The exercise price of an SAR may not be less than the fair
market value of the Common Stock on the date of grant or in the case of a
tandem SAR, the exercise price of the related option.

The Committee will determine which eligible employees, consultants,
and directors will receive awards under the Equity Incentive Plan. Awards
may contain such terms and conditions consistent with the Plan as the
Committee in its discretion approves. In setting the terms of each award,
except as noted above, the Committee has full discretion to determine the
number of shares or units subject to the award, the exercise price or other
consideration, if any, to be paid by the participant, the term and exercise
period of each option granted, the conditions under which and the time or
times at which an option becomes exercisable or under which the option,
shares or units may be forfeited to us, and the other terms and conditions
of the award. The Committee may provide, at the time an award is made or at
any time thereafter, for the acceleration of a participant's rights or cash
settlement upon a change in control of Helix. The terms and conditions of
awards need not be the same for each participant. In general, the Committee
has discretion to administer the Equity Incentive Plan in the manner that
it determines, from time to time, is in our best interest. The Committee
has not granted any SARs, restricted stock, or restricted stock units under
the Equity Incentive Plan.

The maximum aggregate number of shares that may be granted to an
Equity Incentive Plan participant in any calendar year is 200,000 shares,
subject to adjustment for changes in capitalization. With respect to any
performance-based award settled in cash, no more than $5,000,000 may be
paid to any one individual with respect to each year of a performance
period. Incorporation of these limits are intended to qualify awards as
performance-based compensation that is not subject to the $1 million limit
on the federal income tax deduction we may take for compensation paid to
certain senior officers.

Shares Available for Issuance under the Plan

Our stockholders have authorized a total of 1,800,000 shares of
Common Stock for issuance under the Equity Incentive Plan. Since 1996, we
have granted options to purchase 1,123,000 shares, of which options to
purchase 264,000 shares were subsequently cancelled on termination of
employment or otherwise and returned to the Equity Incentive Plan. As of
March 8, 2004, under the Equity Incentive Plan, options to purchase 179,125
shares have been exercised, options to purchase 679,875 shares were
outstanding, and 941,000 shares remain

available for future awards. The stockholders have approved a total of
200,000 shares of Common Stock for issuance under the Directors' Plan.
Since 1996, we have granted options to purchase 126,000 shares, of which
34,000 options were subsequently cancelled on termination of service or
otherwise and returned to the Directors' Plan. As of March 8, 2004, under
the Directors' Plan, options to purchase 50,000 shares have been exercised,
options to purchase 42,000 shares were outstanding, and 108,000 shares
remain available for future awards. The 108,000 shares available for future
awards in the Directors' Plan would become issuable under the amended and
restated Equity Incentive Plan as described above. Outstanding options
under the Directors' Plan would be unaffected by the amended and restated
Equity Incentive Plan. The number and kind of shares that may be issued
under the Equity Incentive Plan are subject to adjustment to reflect stock
dividends, recapitalizations, or other changes affecting the Common Stock.
If any award expires, or is terminated unexercised, or is forfeited or
settled in cash or in a manner that results in fewer shares outstanding
than were initially awarded, the shares that would have been issuable will
again be available for award under the plan.

Amendment and Term of Plan

The Board may amend the Equity Incentive Plan subject to any
stockholder approval required to comply with any applicable tax or
regulatory requirement. Subject to the special limitations on the repricing
of stock options, the Committee has authority to amend outstanding awards,
including changing the date of exercise and converting an incentive stock
option to a nonstatutory option, if the Committee determines that such
action would not materially and adversely affect the participant or the
action is specifically permitted by the Equity Incentive Plan.

Unless terminated earlier by the Board or extended by subsequent
approval of our stockholders, the term of the Plan will expire on April 28,
2014.

U.S. Federal Income Tax Consequences Relating to Awards

Incentive Stock Options. An optionee does not realize taxable income
for regular tax purposes upon the grant or exercise of an ISO under the
Plan. If no disposition of shares issued to an optionee pursuant to the
exercise of an ISO is made by the optionee within two years from the date
of grant or within one year from the date of exercise, then (a) upon sale
of such shares, any amount realized in excess of the option price (the
amount paid for the shares) is taxed to the optionee as long-term capital
gain and any loss sustained will be a long-term capital loss, and (b) no
deduction is allowed to us for federal income tax purposes. The exercise of
ISOs gives rise to an adjustment in computing alternative minimum taxable
income that may result in alternative minimum tax liability for the
optionee in the year of option exercise. Under current tax laws, the
optionee would pay the greater of the regular tax liability or the
alternative minimum tax liability. In certain circumstances, optionees may
recover all or substantially all of the alternative minimum tax liability
created due to the exercise of an ISO in later tax years, including the
year of sale of the shares. If shares of Common Stock acquired upon the
exercise of an ISO are disposed of before the expiration of the two-year
and one-year holding periods described above (a "disqualifying
disposition"), then (a) the optionee realizes ordinary income in the year
of disposition in an amount equal to the excess (if any) of the fair market
value of the shares at exercise (or, if less, the amount realized on a sale
of such shares) over the option price thereof, and (b) we are entitled to
deduct such amount. Any further gain realized is taxed as a short- or long-
term capital gain and does not result in any deduction to us. A
disqualifying disposition in the year of exercise will generally avoid the
alternative minimum tax consequences of the exercise of an ISO.

Nonstatutory Stock Options. No income is realized by the optionee at
the time a nonstatutory option is granted. Upon exercise, (a) ordinary
income is realized by the optionee in an amount equal to the difference
between the option price and the fair market value of the shares on the
date of exercise, and (b) we receive a tax deduction for the same amount.
Upon disposition of the shares, appreciation or depreciation after the date
of exercise is treated as a short- or long-term capital gain or loss and
will not result in any further deduction by us.

Restricted Stock. Generally, a recipient will be taxed at the time
the conditions to earning the award are met. The excess of the fair market
value of the shares at that time over the amount paid, if any, by the
recipient for the shares will be treated as ordinary income. The recipient
may instead elect at the time of grant to be taxed (as ordinary income) on
the excess of the then fair market value of the shares over the amount
paid, if any, for the shares. In either case, we receive a tax deduction
for the amount reported as ordinary income to the recipient. Upon
disposition of the shares, any appreciation or depreciation after the
taxable event is treated as a short- or long-term capital gain or loss and
will not result in any further deduction by us.

Restricted Stock Units. A recipient does not realize taxable income
upon the grant or vesting of a restricted stock unit. The recipient must
include as ordinary income when an award is settled an amount equal to the
excess of the fair market value of the shares (or the amount of cash)
distributed to settle the award. We receive a corresponding tax deduction
at the time of settlement. If the award is settled in shares, then any
subsequent appreciation or depreciation is treated as short- or long-term
capital gain or loss and will not result in any further deduction by us.

Internal Revenue Code Section 162(m). United States tax laws
generally do not allow publicly held companies to obtain tax deductions for
compensation of more than $1 million paid in any year to any of the chief
executive officer and the next four highest paid executive officers (each,
a "covered employee") unless the compensation is "performance-based" as
defined in the Section 162(m) of the tax code. Stock options and SARs
granted under an equity compensation plan are performance-based
compensation if (i) stockholders approve a maximum aggregate per person
limit on the number of shares that may be granted each year, (ii) any stock
options or SARs are granted by a committee consisting solely of outside
directors, and (iii) the stock options or SARs have an exercise price that
is not less than the fair value of common stock on the date of grant.

The Committee has designed the Equity Incentive Plan with the
intention of satisfying Section 162(m) with respect to stock options and
SARs granted to covered employees.

In the case of restricted stock and restricted stock units, Section
162(m) requires that the general business criteria of any performance goals
that are established by the Committee be approved and periodically
reapproved by stockholders (generally, every five years) in order for such
awards to be considered performance-based and deductible by the employer.
Generally, the performance goals must be established before the beginning
of the relevant performance period. Furthermore, satisfaction of any
performance goals during the relevant performance period must be certified
by the Committee.

The Committee has approved the following list of business criteria
upon which it may establish performance goals for deductible performance-
based awards made to covered persons: (1) increases in the price of the
Common Stock, (2) market share, (3) sales, (4) revenue, (5) return on
equity, assets, or capital, (6) economic profit (economic value added), (7)
total shareholder return, (8) costs, (9) expenses, (10) margins, (11)
earnings or earnings per share, (12) cash flow, (13) customer satisfaction,
(14) operating profit, (15) research and development, (16) product
development, (17) manufacturing, or (18) any combination of the foregoing,
including without limitation goals based on any of such measures relative
to appropriate peer groups or market indices. Performance goals may be
particular to a participant or may be based, in whole or in part, on the
performance of the division, department, line of business, subsidiary, or
other business unit in which the participant works, or on our performance
generally. The Committee has the authority to reduce (but not to increase)
the amount payable at any given level of performance to take into account
factors that the Committee may deem relevant.

In connection with the approval of the Equity Incentive Plan as
amended and restated, we are seeking stockholder approval of the
Committee's right to develop performance goals based upon the above
business criteria for future awards to covered employees. Stockholder
approval of these business criteria will enable us to realize a full income
tax deduction for awards under the plan where the deduction would otherwise
be restricted by Section 162(m) of the tax code.

Option Grants

Under the Equity Incentive Plan to date, we have granted stock
options to purchase shares of Common Stock in the following amounts: (i) to
Robert J. Lepofsky, 220,000 shares, (ii) to James Gentilcore, 82,000
shares, (iii) to Jay Zager, 65,000 shares, (iv) to Robert E. Anastasi,
105,000 shares, (v) to Mark E. Jalbert, 38,500 shares and (vi) to all
current executive officers as a group (five persons), 510,500 shares, and
(vii) and to all other employees as a group, 612,500 shares. No one other
than those executive officers mentioned herein has been granted more than
5% of the options granted under the Equity Incentive Plan. Grants under the
Directors' Plan have been made as described above under "Election of
Directors - Director Compensation."

Outstanding Options

The following table sets out the status of securities authorized for
issuance under equity compensation plans at December 31, 2003.

Common shares available
for future issuance under
Common shares to be Weighted-average equity compensation
issued upon exercise of exercise price of plans (excluding
outstanding options, outstanding options, securities reflected in
Plan Category warrants and rights warrants and rights column (a) at end of year)
--------------------------------------------------------------------------------------------------------------
(a) (b) (c)

Equity compensation plans
approved by stockholders:

Equity Incentive Plan 714,750(1) $18.4439 935,500

Stock Option Plan for Non-
Employee Directors 42,000 $18.195 108,000
--------------------------------------------------------------------------------------------------------------
Subtotal 756,750 1,043,500
--------------------------------------------------------------------------------------------------------------
Equity compensation plans not
approved by stockholders - - -
--------------------------------------------------------------------------------------------------------------
Total 756,750 1,043,500
--------------------------------------------------------------------------------------------------------------

Includes options to purchase 20,000 shares that remain outstanding
from a predecessor equity compensation plan that has been terminated.

The closing price of the Common Stock on the Nasdaq Stock Market on
March 8, 2004, was $24.14.

Vote Required

Approval of the amendment and restatement of the Equity Incentive
Plan will require the affirmative vote of a majority of the shares of
Common Stock present or represented and entitled to vote at the annual
meeting. Broker non-votes will not be counted as present or represented for
this purpose and accordingly will have no effect on the outcome.
Abstentions will be counted as present and entitled to vote and accordingly
will have the effect of negative votes.

The Board of Directors recommends that stockholders vote FOR the
amendments to the Equity Incentive Plan.

ADDITIONAL INFORMATION

Other Matters

Management does not know of any matters to be presented to the
meeting other than as described above. If any other matters properly come
before the meeting and discretionary voting authority can be exercised, it
is intended that the holders of the proxies will vote the proxies upon
those matters in accordance with their best judgment.

Stockholder Proposals

We must receive any stockholder proposal intended to be included in
our proxy materials for the 2005 Annual Meeting of Stockholders no later
than November 19, 2004. We must receive any stockholder proposals intended
to be presented at such meeting in 2005 not later than February 3, 2005.
Any proposal received after February 3, 2005, will be untimely and our
management proxies will be permitted to use their discretionary voting
authority when the proposal is raised at the 2005 Annual Meeting of
Stockholders, without having advised stockholders of the proposal in the
proxy statement for that meeting.

Expenses of Solicitation

The cost of preparing, assembling, and mailing proxy materials and
any other costs of soliciting proxies will be borne by us. In addition to
solicitation by use of the mails, we may request brokers and banks to
forward copies of proxy materials to persons for whom they hold common
stock and to obtain authority for the execution and delivery of proxies.
Several of our officers and employees may request the return of the proxies
by telephone, facsimile, and personal interview.

Copies of our Annual Report on Form 10-K for the year ended December
31, 2003, may be obtained by stockholders without charge upon written
request addressed to Investor Relations, Helix Technology Corporation,
Mansfield Corporate Center, Nine Hampshire Street, Mansfield, Massachusetts
02048-9171, or by visiting the Investors section of our website,
www.helixtechnology.com.

Householding of Annual Meeting Materials

Some banks, brokers and other nominee record holders may be
participating in the practice of "householding" proxy statements and annual
reports. This means that only one copy of our proxy statement and annual
report to stockholders may have been sent to multiple stockholders in your
household. We will promptly deliver a separate copy of either document to
you if you contact us at the following address or telephone number:
Investor Relations, Helix Technology Corporation, Mansfield Corporate
Center, Nine Hampshire Street, Mansfield, Massachusetts 02048-9171,
telephone: 508-337-5111. If you want to receive separate copies of the
proxy statement or annual report to stockholders in the future, or if you
are receiving multiple copies and would like to receive only one copy per
household, you should contact your bank, broker, or other nominee record
holder, or you may contact us at the above address or telephone number.

Beverly L. Couturier
Corporate Secretary

March 23, 2004

APPENDIX I

HELIX TECHNOLOGY CORPORATION

1996 EQUITY INCENTIVE PLAN

(As Amended and Restated)

1. Purpose and History

The purpose of the Helix Technology Corporation 1996 Equity Incentive Plan
(the "Plan") as amended and restated is to attract and retain key
employees, consultants, and directors of the Company and its Affiliates, to
provide an incentive for them to achieve long-range performance goals, and
to enable them to participate in the long-term growth of the Company.

The Plan was originally established in 1996, and is hereby being amended
and restated. The Company has also maintained the Helix Technology
Corporation Stock Option Plan for Non-Employee Directors (the "Directors'
Plan"). As part of this amendment and restatement of the Plan, the non-
employee directors of the Company shall become eligible to participate in
this Plan, any remaining shares of Common Stock available for grant under
the Directors' Plan shall become available for issue under this Plan, and
upon approval of the stockholders of this amendment and restatement no
further options shall be granted under the Directors' Plan. Any options
that are outstanding under the Directors' Plan as of the date of
stockholder approval of this amendment and restatement shall continue to be
governed by the terms of the Directors' Plan and the relevant grant
agreements except as otherwise specifically provided in this Plan.

2. Definitions

"Affiliate" means any business entity in which the Company owns directly or
indirectly 50% or more of the total voting power or has a significant
financial interest as determined by the Committee.

"Award" means any Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Unit, or Foreign National Award granted under the Plan.

"Board" means the Board of Directors of the Company.

"Code" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor law.

"Committee" means one or more committees each comprised of not less than
three members of the Board appointed by the Board to administer the Plan or
a specified portion thereof. If a Committee is authorized to grant Awards
to a Reporting Person or a Covered Employee, each member shall be a
"disinterested person" or the equivalent within the meaning of applicable
Rule 16b-3 under the Exchange Act or an "outside director" or the
equivalent within the meaning of Section 162(m) of the Code, respectively.

"Common Stock" or "Stock" means the Common Stock, $1.00 par value, of the
Company.

"Company" means Helix Technology Corporation.

"Covered Employee" means a "covered employee" within the meaning of Section
162(m) of the Code.

"Designated Beneficiary" means the beneficiary designated by a Participant,
in a manner determined by the Committee, to receive amounts due or exercise
rights of the Participant in the event of the Participant's death. In the
absence of an effective designation by a Participant, "Designated
Beneficiary" means the Participant's estate.

"Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time, or any successor law.

"Fair Market Value" means, with respect to Common Stock or any other
property, the fair market value of such property as determined by the
Committee in good faith or in the manner established by the Committee from
time to time.

"Foreign National Award" - See Section 9(i).

"Incentive Stock Option" - See Section 6(a).

"Nonstatutory Stock Option" - See Section 6(a).

"Option" - See Section 6(a).

"Participant" means a person selected by the Committee to receive an Award
under the Plan.

"Performance Goals" means with respect to any Performance Period, one or
more objective performance goals based on one or more of the following
objective criteria established by the Committee prior to the beginning of
such Performance Period or within such period after the beginning of the
Performance Period as shall meet the requirements to be considered "pre-
established performance goals" for purposes of Code Section 162(m): (i)
increases in the price of the Common stock, (ii) market share, (iii) sales,
(iv) revenue, (v) return on equity, assets, or capital, (vi) economic
profit (economic value added), (vii) total shareholder return, (viii)
costs, (ix) expenses, (x) margins, (xi) earnings or earnings per share,
(xii) cash flow, (xiii) customer satisfaction, (xiv) operating profit, (xv)
research and development, (xvi) product development, (xvii) manufacturing,
or (xviii) any combination of the foregoing, including without limitation,
goals based on any of such measures relative to appropriate peer groups or
market indices. Such Performance Goals may be particular to a Participant
or may be based, in whole or in part, on the performance of the division,
department, line of business, subsidiary, or other business unit, whether
or not legally constituted, in which the Participant works or on the
performance of the Company generally.

"Performance Period" means the period of service designated by the
Committee applicable to an Award subject to Section 9(l) during which the
Performance Goals will be measured.

"Reporting Person" means a person subject to Section 16 of the Exchange
Act.

"Restricted Period" - See Section 8(a).

"Restricted Stock" - See Section 8(a).

"Restricted Stock Unit" - See Section 8(c)

"Stock Appreciation Right" or "SAR" - See Section 7(a).

3. Administration

The Plan shall be administered by the Committee. The Committee shall
determine which eligible employees, consultants, and directors will receive
Awards. The Committee shall have authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the operation of
the Plan as it shall from time to time consider advisable, to interpret the
provisions of the Plan and any Award agreement, and to remedy any
ambiguities or inconsistencies therein. The Committee's decisions shall be
subject to final ratification by the full Board. To the extent permitted by
applicable law, the Committee may delegate to one or more executive
officers of the Company the power to make Awards to Participants who are
not subject to Section 16 of the Exchange Act and all determinations under
the Plan with respect thereto, provided that the Committee shall fix the
maximum amount of such Awards for all such Participants and a maximum for
any one Participant, and such other features of the Awards as required by
applicable law.

4. Eligibility

All employees and, in the case of Awards other than Incentive Stock Options
under Section 6, directors and consultants of the Company or any Affiliate,
capable of contributing significantly to the successful performance of the
Company, are eligible to be Participants in the Plan. Incentive Stock
Options may be granted only to eligible employees of the Company or its
Affiliates.

5. Stock Available for Awards

(a) Amount. Subject to adjustment under Section 5(b), Awards may be made
under the Plan for up to 1,800,000 shares of Common Stock, together with
all shares of Common Stock available for issue under the Directors' Plan as
of the date of the approval of this amendment and restatement by the
Company's stockholders. If any Award (including any grant under the
Directors' Plan) expires or is terminated unexercised, or is forfeited or
settled in cash or in a manner that results in fewer shares outstanding
than were awarded, then the shares subject to such Award, to the extent of
such expiration, termination, forfeiture or decrease, shall again be
available for award under the Plan. Common Stock issued through the
assumption or substitution of outstanding grants from an acquired company
shall not reduce the shares available for Awards under the Plan. Shares
issued under the Plan may consist in whole or in part of authorized but
unissued shares or treasury shares.

(b) Adjustment. In the event that the Committee determines that any stock
dividend, extraordinary cash dividend, recapitalization, reorganization,
merger, consolidation, split-up, spin-off, combination, exchange of shares,
or other transaction affects the Common Stock such that an adjustment is
required in order to preserve the benefits intended to be provided by the
Plan, then the Committee (subject in the case of Incentive Stock Options to
any limitation required under the Code) shall equitably adjust any or all
of (i) the number and kind of shares in respect of which Awards may be made
under the Plan, (ii) the number and kind of shares subject to outstanding
Awards, and (iii) the exercise price with respect to any of the foregoing,
and if considered appropriate, the Committee may make provision for a cash
payment with respect to an outstanding Award, provided that the number of
shares subject to any Award shall always be a whole number.

(c) Limit on Individual Grants. The maximum number of shares of Common
Stock subject to all Awards that may be granted under this Plan to any
Participant in the aggregate in any calendar year shall not exceed 200,000
shares, subject to adjustment under subsection (b). With respect to any
Award settled in cash that is intended to satisfy the requirements for
"performance-based compensation" (within the meaning of Section
162(m)(4)(C) of the Code), no more than $5,000,000 may be paid to any one
individual with respect to each year of a Performance Period.

6. Stock Options

(a) Grant of Options. Subject to the provisions of the Plan, the
Committee may grant options ("Options") to purchase shares of Common Stock
(i) complying with the requirements of Section 422 of the Code or any
successor provision and any regulations thereunder ("Incentive Stock
Options"), and (ii) not intended to comply with such requirements
("Nonstatutory Stock Options"). The Committee shall determine the number of
shares subject to each Option and the exercise price therefor, which shall
not be less than 100% of the Fair Market Value of the Common Stock on the
date of grant.

(b) Terms and Conditions. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Committee may specify in
the applicable grant or thereafter; provided that (i) no Option shall be
exercisable after the expiration of ten years from the date the Option is
granted, and (ii) no Option may be granted with a reload feature which
provides for an automatic grant of additional or replacement options upon
the exercise of an Option. The Committee may impose such conditions with
respect to the exercise of Options, including conditions relating to
applicable securities laws, as it considers necessary or advisable.

(c) Payment. No shares shall be delivered pursuant to any exercise of an
Option until payment in full of the exercise price therefor is received by
the Company. Such payment may be made in whole or in part in cash or to the
extent permitted by the Committee at or after the grant of the Option,
pursuant to any of the following methods: (i) by actual delivery or
attestation of ownership of shares of Common Stock owned by the
Participant, including vested Restricted Stock, (ii) by retaining shares of
Common Stock otherwise issuable pursuant to the Option, (iii) for
consideration received by the Company under a broker-assisted cashless
exercise program acceptable to the Company, or (iv) for such other lawful
consideration as the Committee may determine.

7. Stock Appreciation Rights

(a) Grant of SARs. Subject to the provisions of the Plan, the Committee
may grant rights to receive any excess in value of shares of Common Stock
over the exercise price ("Stock Appreciation Rights" or "SARs") in tandem
with an Option (at or after the award of the Option), or alone and
unrelated to an Option. SARs in tandem with an Option shall terminate to
the extent that the related Option is exercised, and the related Option
shall terminate to the extent

that the tandem SARs are exercised. The Committee shall determine at the
time of grant or thereafter whether SARs are settled in cash, Common Stock
or other securities of the Company, Awards or other property.

(b) Exercise Price. The Committee shall fix the exercise price of each
SAR or specify the manner in which the price shall be determined. An SAR
granted in tandem with an Option shall have an exercise price not less than
the exercise price of the related Option. An SAR granted alone and
unrelated to an Option may not have an exercise price less than 100% of the
Fair Market Value of the Common Stock on the date of the grant.

(c) Limited SARs. An SAR related to an Option, which SAR can only be
exercised upon or during limited periods following a change in control of
the Company, may entitle the Participant to receive an amount based upon
the highest price paid or offered for Common Stock in any transaction
relating to the change in control or paid during a specified period
immediately preceding the occurrence of the change in control in any
transaction reported in the stock market in which the Common Stock is
normally traded.

8. Restricted Stock and Restricted Stock Units

(a) Grant of Restricted Stock. Subject to the provisions of the Plan, the
Committee may grant shares of Common Stock subject to forfeiture
("Restricted Stock") and determine the duration of the period (the
"Restricted Period") during which, and the conditions under which, the
shares may be forfeited to the Company and the other terms and conditions
of such Awards. Shares of Restricted Stock may be issued for no cash
consideration or such minimum consideration as may be required by
applicable law.

(b) Restrictions. Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered, except as permitted by the
Committee, during the Restricted Period. Shares of Restricted Stock shall
be evidenced in such manner as the Committee may determine. Any
certificates issued in respect of shares of Restricted Stock shall be
registered in the name of the Participant and unless otherwise determined
by the Committee, deposited by the Participant, together with a stock power
endorsed in blank, with the Company. At the expiration of the Restricted
Period, the Company shall deliver such certificates to the Participant or
if the Participant has died, to the Participant's Designated Beneficiary.

(c) Restricted Stock Units. Subject to the provisions of the Plan, the
Committee may grant the right to receive in the future shares of Common
Stock subject to forfeiture ("Restricted Stock Units") and determine the
duration of the Restricted Period during which, and the conditions under
which, the Award may be forfeited to the Company and the other terms and
conditions of such Awards. Restricted Stock Unit Awards shall constitute an
unfunded and unsecured obligation of the Company, and shall be settled in
shares of Common Stock or cash, as determined by the Committee at the time
of grant or thereafter. Such Awards shall be made in the form of "units"
with each unit representing the equivalent of one share of Common Stock.

9. General Provisions Applicable to Awards

(a) Transferability. Except as otherwise provided in this Section 9(a),
an Award (i) shall not be transferable other than as designated by the
Participant by will or by the laws of descent and distribution, and (ii)
may be exercised during the Participant's lifetime only by the Participant
or by the Participant's guardian or legal representative. In the discretion
of the Committee, any Award may be transferable upon such terms and
conditions and to such extent as the Committee determines at or after
grant, provided that Incentive Stock Options may be transferable only to
the extent permitted by the Code.

(b) Documentation. Each Award under the Plan shall be evidenced by a
writing delivered to the Participant specifying the terms and conditions
thereof and containing such other terms and conditions not inconsistent
with the provisions of the Plan as the Committee considers necessary or
advisable to achieve the purposes of the Plan or to comply with applicable
tax and regulatory laws and accounting principles.

(c) Committee Discretion. Each type of Award may be made alone, in
addition to or in relation to any other Award. The terms of each type of
Award need not be identical, and the Committee need not treat Participants
uniformly. In addition to the authority granted to the Committee in Section
9(l) to make Awards to Covered Employees which qualify as "performance-
based compensation" for purposes of Section 162(m) of the Code, the Company
may grant Awards subject to such performance conditions (including
performance-based vesting) as it shall determine in its discretion. Except
as otherwise provided by the Plan or a particular Award, any determination
with respect to an Award may be made by the Committee at the time of grant
or at any time thereafter.

(d) Dividends and Cash Awards. In the discretion of the Committee, any
Award under the Plan may provide the Participant with (i) dividends or
dividend equivalents payable currently or deferred with or without
interest, and (ii) cash payments in lieu of or in addition to an Award.

(e) Termination of Employment or Service. The Committee shall determine
and set forth in the grant agreement evidencing the Award the effect on an
Award of the disability, death, retirement or other termination of
employment or service of a Participant and the extent to which, and the
period during which, the Participant's legal representative, guardian or
Designated Beneficiary may receive payment of an Award or exercise rights
thereunder. Unless the Committee provides otherwise in any case, a
Participant's employment or service shall have terminated for purposes of
this Plan at the time the entity by which the Participant is employed or to
which the Participant renders service ceases to be an Affiliate of the
Company.

(f) Change in Control. In order to preserve a Participant's rights under
an Award in the event of a change in control of the Company as defined by
the Committee (a "Change in Control"), the Committee in its discretion may,
at the time an Award is made or at any time thereafter, take one or more of
the following actions: (i) provide for the acceleration of any time period
relating to the exercise or payment of the Award, (ii) provide for payment
to the Participant of cash or other property with a Fair Market Value equal
to the amount that would have been received upon the exercise or payment of
the Award had the Award been exercised or paid upon the Change in Control,
(iii) adjust the terms of the Award in a manner determined by the Committee
to reflect the Change in Control, (iv) cause the Award to be assumed, or
new rights substituted therefor, by another entity, or (v) make such other
provision as the Committee may consider equitable to Participants and in
the best interests of the Company.

(g) Loans. The Committee may not authorize the making of loans to
Participants in connection with the grant or exercise of any Award under
the Plan.

(h) Withholding Taxes. The Participant shall pay to the Company, or make
provision satisfactory to the Committee for payment of, any taxes required
by law to be withheld in respect of Awards under the Plan no later than the
date of the event creating the tax liability. In the Committee's
discretion, such tax obligations may be paid in whole or in part in shares
of Common Stock, including shares retained from the Award creating the tax
obligation, valued at their Fair Market Value on the date of delivery. The
Company and its Affiliates may, to the extent permitted by law, deduct any
such tax obligations from any payment of any kind otherwise due to the
Participant.

(i) Foreign National Awards. Notwithstanding anything to the contrary
contained in this Plan, Awards may be made to Participants who are foreign
nationals or employed or performing services outside the United States on
such terms and conditions different from those specified in the Plan as the
Committee considers necessary or advisable to achieve the purposes of the
Plan or to comply with applicable laws.

(j) Amendment of Award. Except as provided in Section 9(k), the Committee
may amend, modify or terminate any outstanding Award, including
substituting therefor another Award of the same or a different type,
changing the date of exercise or realization and converting an Incentive
Stock Option to a Nonstatutory Stock Option, provided that the
Participant's consent to such action shall be required unless (i) the
Committee determines that the action, taking into account any related
action, would not materially and adversely affect the Participant, or (ii)
the action is permitted by the terms of the Plan.

(k) No Repricing of Options. Notwithstanding anything to the contrary in
the Plan, the Company shall not engage in any repricing of Options granted
under this Plan (including those granted under the Directors' Plan) without
further stockholder approval. For this purpose, the term "repricing" shall
mean any of the following or other action that has the same effect: (i)
lowering the exercise price of an Option after it is granted, (ii) any
other action that is treated as a repricing under generally accepted
accounting principles, or (iii) canceling an Option at a time when its
exercise price exceeds the fair market value of the underlying stock in
exchange for another Option, Restricted Stock, or other equity of the
Company, unless the cancellation and exchange occurs in connection with a
merger, acquisition, spin-off, or similar corporate transaction.

(l) Code Section 162(m) Provisions. If the Committee determines at the
time an Award is granted to a Participant that such Participant is, or may
be as of the end of the tax year for which the Company would claim a tax
deduction in connection with such Award, a Covered Employee, then the
Committee may provide that the Participant's right to receive cash, Shares,
or other property pursuant to such Award shall be subject to the
satisfaction of Performance Goals during a Performance Period. Prior to the
payment of any Award subject to this Section 9(l), the Committee

shall certify in writing that the Performance Goals and other material
terms applicable to such Award were satisfied. Notwithstanding the
attainment of Performance Goals by a Covered Employee, the Committee shall
have the right to reduce (but not to increase) the amount payable at a
given level of performance to take into account additional factors that the
Committee may deem relevant. The Committee shall have the power to impose
such other restrictions on Awards subject to this Section 9(l) as it may
deem necessary or appropriate to ensure that such Awards satisfy all
requirements for "performance-based compensation" within the meaning of
Section 162(m) of the Code.

(m) Minimum Vesting Requirements. Each Stock Option and SAR granted under
the Plan shall vest in accordance with a schedule which does not permit
more than one-third of each such Award to vest on each of the three
succeeding anniversaries of the date of grant of the Award. Each Award of
Restricted Stock or Restricted Stock Units shall vest in accordance with a
schedule which does not permit such Award to vest prior to the third
anniversary of the date of grant of the Award. These minimum vesting
requirements shall not, however, preclude the Committee from exercising its
discretion to (i) accelerate the vesting of any Award upon retirement,
termination of employment by the Company, death or disability, (ii)
accelerate the vesting of an Award in accordance with Section 9(f), (iii)
establish a shorter vesting shedule for consultants, directors, or newly-
hired employees, (iv) establish a shorter vesting schedule for Awards that
are granted in exchange for or in lieu of the right to receive the payment
of an equivalent amount of salary, bonus, or other cash compensation, or
(v) establish a performance-based vesting schedule in accordance with
Section 9(c) or Section 9(l).

10. Miscellaneous

(a) No Right To Employment. No person shall have any claim or right to be
granted an Award. Neither the Plan nor any Award hereunder shall be deemed
to give any employee the right to continued employment or service or to
limit the right of the Company to discharge any Participant at any time.

(b) No Rights As Stockholder. Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed
under the Plan until he or she becomes the holder thereof. A Participant to
whom Common Stock is awarded shall be considered the holder of the Stock at
the time of the Award except as otherwise provided in the applicable Award.

(c) Effective Date. Subject to the approval of the stockholders of the
Company, the amendment and restatement of the Plan shall be effective on
March 16, 2004.

(d) Amendment and Term of Plan. The Board may amend, suspend or terminate
the Plan or any portion thereof at any time, subject to such stockholder
approval as the Board determines to be necessary or advisable to comply
with any tax or regulatory requirement. Unless terminated earlier by the
Board, or extended by subsequent approval of the Company's stockholders,
the term of the Plan shall expire on April 28, 2014, and no further Awards
shall be made thereafter.

(e) Governing Law. The provisions of the Plan shall be governed by and
interpreted in accordance with the laws of Delaware.

This Plan, as amended and restated, was approved by the Board of Directors
on March 16, 2004.

This Plan, as amended and restated, was approved by the stockholders on
April ___, 2004.

HLX-PS-04

DETACH HERE

PROXY

HELIX TECHNOLOGY CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Robert J. Lepofsky and Beverly L. Couturier
and each of them as Proxies of the undersigned, each with the power to
appoint a substitute, and hereby authorizes each of them to represent the
undersigned at the Annual Meeting of Stockholders to be held on April 28,
2004, or any adjournment thereof, and there to vote all the shares of Helix
Technology Corporation held of record by the undersigned on March 8, 2004,
as directed on the reverse side hereof. IF NO DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES AND FOR APPROVAL OF THE AMENDMENTS TO
THE 1996 EQUITY INCENTIVE PLAN. If any nominee for Director is unable
or unwilling to serve, the shares represented hereby will be voted for
another person in accordance with the judgment of the Proxies named herein.

In addition, in their discretion, the Proxies are hereby authorized to vote
upon such other business as may properly come before the meeting or any
adjournment thereof. This Proxy when properly executed will be voted in
the manner directed herein by the undersigned stockholder.

SEE REVERSE (IMPORTANT-TO BE SIGNED AND DATED ON REVERSE SIDE) SEE REVERSE
SIDE SIDE

HELIX TECHNOLOGY CORPORATION
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDIOSN, NJ 08818-8694

--------------------
| |
| |
| |
--------------------

Your vote is important. Please vote immediately.

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

Please mark
[X] votes as in
this example.

1. Election of Directors.

Nominees: (01) Gideon Argov, (02) Frank Gabron, (03) Robert H. Hayes,
(04) Robert J. Lepofsky, (05) Marvin G. Schorr,
(06) Alfred Woollacott, III, (07) Mark S. Wrighton

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] _______________________________________
For all nominees except as noted above.

FOR AGAINST ABSTAIN
2. Proposal to Approve Amendments to the [ ] [ ] [ ]
1996 Equity Incentive Plan.

MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Please sign exactly as your name appears. Joint owners should each sign
personally. If acting as attorney, executor, trustee, or in other
representative capacity, sign name and title.

Signature: _______________ Date: ______ Signature: _______________ Date: ______