Form of Executive Management Restricted Stock Grant Agreement

Exhibit 10.20 ATMI, Inc.
Executive Management Restricted Stock Grant Agreement THIS AGREEMENT, made as of the Grant Date, between ATMI, Inc. (the " Company" ) and [ employee ] (the " Participant" ). WHEREAS, the Company has adopted and maintains the ATMI, Inc. 2003 Stock Plan (the " Plan" ), attached hereto as Exhibit A; WHEREAS, the Plan provides that the Board of Directors of the Company shall administer the Plan and determine the key persons to whom awards shall be granted and the amount and type of such awards; and WHEREAS, the Board of Directors has determined that the purposes of the Plan would be furthered by granting the Participant an award under the Plan as set forth in this Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows: 1. Grant of Restricted Stock . Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Board of Directors hereby grants to the Participant _______ restricted shares (the " Restricted Stock" ) of common stock of the Company, par value $0.01 per share (" Common Stock" ). 2. Grant Date . The Grant Date of the Restricted Stock is _______(the " Grant Date" ). 3. Incorporation of Plan . All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Board of Directors, shall govern. Except as otherwise provided herein, all capitalized terms used herein shall have the meaning given to such terms in the Plan. 4. Vesting . (a) The number of restricted shares granted as set forth in Section 1 above is the theoretical maximum number of shares of Restricted Stock that may be earned by the Participant pursuant to this grant agreement (the " Theoretical Maximum" ). Such grants shall become provisionally vested based upon the Company' s achievement of operating income growth targets over _____operating income of $_______, as previously established by the Board of Directors, with actual shares provisionally vested on a straight-line basis ranging from 0% to 100% of the Theoretical Maximum, with 0% to be provisionally vested for below " threshold" operating income growth performance, 50% to be provisionally vested for " target" operating income growth performance, and 100% to be provisionally vested for " stretch" operating income growth performance. The number of shares of Restricted Stock provisionally vested (the " Provisionally Vested Restricted Stock" ) shall be determined by action of the Board


of Directors as soon as practicable following completion of the Company' s fiscal year ___ audit. (b) In addition to the performance criteria set forth in paragraph (a) above, subject to the further provision of this Agreement, the shares of Provisionally Vested Restricted Stock shall vest with respect to a number of whole shares as close as possible to the following percentage of the total number of shares of Provisionally Vested Restricted Stock on the following dates (each, a " Vesting Date" ): Percentage of Total Shares of Provisionally Vested Restricted Stock Vesting Date 25% Date of determination of the number shares of Provisionally Vested Restricted Stock (as set forth in paragraph (a) above) 25% Second anniversary of Grant Date 25% Third anniversary of Grant Date 25% Fourth anniversary of Grant Date 5. Restrictions on Transferability . Until a share of Restricted Stock vests, such share may not be sold, assigned, transferred, alienated, commuted, anticipated, or otherwise disposed of (except by will or the laws of descent and distribution), or pledged or hypothecated as collateral for a loan or as security for the performance of any obligation, or be otherwise encumbered, and are not subject to attachment, garnishment, execution or other legal or equitable process, and any attempt to do so shall be null and void. If the Participant attempts to dispose of or encumber the Participant' s unvested shares of Restricted Stock, such shares of Restricted Stock, together with any property in respect of such shares held by the custodian pursuant to Section 8 hereof, shall be forfeited as of the date of such attempted transfer and the Participant promptly shall return to the Company any certificates that may have been issued evidencing such shares. 6. Termination of Employment . In the event that the Participant' s employment with the Company or one of the Company' s subsidiaries terminates for any reason, all unvested shares of Restricted Stock, together with any property in respect of such shares held by the custodian pursuant to Section 8 hereof, shall be forfeited as of the date of such termination of employment and the Participant promptly shall return to the Company any certificates that may have been issued evidencing such shares. For purposes of this Agreement, the Participant shall be deemed to have a terminated employment or incurred a termination of employment upon (i) the date the Participant ceases to be employed by, or to provide consulting services for, the Company or any Company subsidiary; or (ii) the date the Participant ceases to be a Board member, provided, however, that if the Participant (x) at the time of reference is both an employee or consultant and a Board member, or (y) ceases to be engaged as an employee, consultant or Board member and immediately is engaged in another of such relationships with the Company or any Company subsidiary, the Participant shall not be deemed to have a " termination of employment" until the last of the dates determined pursuant to subparagraphs (i) and (ii) above. The Committee, in its discretion, may determine whether any leave of absence constitutes a termination of employment for purposes of this Agreement.

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7. Issuance of Shares . (a) Reasonably promptly after the Grant Date, the Company shall issue and deliver to the Participant stock certificates, registered in the name of the Participant, or direct the Company' s transfer agent to make a book entry, evidencing the shares of Restricted Stock, with such legends as deemed appropriate by the Company. (b) Reasonably promptly after any such shares of Restricted Stock vest pursuant to Section 4 hereof, in exchange for the surrender to the Company of the certificates evidencing such shares of Restricted Stock delivered to the Participant under Section 7(a) hereof, as the case may be, the Company shall issue and deliver to the Participant (or the Participant' s legal representative, beneficiary or heir) certificates evidencing such shares of Restricted Stock, or direct the Company' s transfer agent to make a book entry evidencing such shares of Restricted Stock held in the name of the Participant, in each case, free of the legend provided in Section 7(a) hereof, together with any property in respect of such shares held by the custodian pursuant to Section 8 hereof. (c) The Company may require as a condition of the delivery of stock certificates, or book entry, as the case may be, pursuant to Section 7(b) hereof that the Participant remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to the vesting of the shares represented by such certificate or book entry. (d) The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock, except to the extent a stock certificate is issued, or book entry made, as the case may be, therefor pursuant to Section 7(a) hereof, and then only from the date such certificate is issued or book entry made. Upon the issuance of a stock certificate, or book entry, the Participant shall have the rights of a shareholder with respect to the Restricted Stock, including the right to vote the shares, subject to the restrictions on transferability, the forfeiture provisions and the requirement that dividends be held in escrow until the shares vest, as set forth in this Agreement. 8. Dividends, etc . Unless the Board of Directors otherwise determines, any property, including cash dividends, received by a Participant with respect to a share of Restricted Stock as a result of any dividend, recapitalization, merger, consolidation, combination, exchange of shares or otherwise and for which the Grant Date occurs prior to such event but which has not vested as of the date of such event, will not vest until such share of Restricted Stock vests, and shall be promptly deposited with the Company or a custodian designated by the Company. The Company shall or shall cause such custodian to issue to the Participant a receipt evidencing the property held by it in respect of the Restricted Stock. 9. Delays or Omissions . No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver,

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permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, must be in a writing signed by such party and shall be effective only to the extent specifically set forth in such writing. 10. Right of Discharge Preserved . Nothing in this Agreement shall confer upon the Participant the right to continue in the employ or other service of the Company or one of the Company' s subsidiaries, or affect any right that the Company may have to terminate such employment or service. 11. Integration . This Agreement contains the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. This Agreement, including, without limitation, the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter. 12. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 13. Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to the provisions governing conflict of laws. 14. Obligation to Notify . If the Participant makes the election permitted under section 83(b) of the Internal Revenue Code of 1986, as amended (that is, an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), the Participant shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service and shall within the same 10-day period remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to such inclusion in Participant' s income. The Participant should consult with his or her tax advisor to determine the tax consequences of acquiring the Restricted Stock and the advantages and disadvantages of filing the Section 83(b) election. The Participant acknowledges that it is his or her sole responsibility, and not the Company' s, to file a timely election under Section 83(b), even if the Participant requests the Company or its representatives to make this filing on his or her behalf. 15. Participant Acknowledgment . The Participant hereby acknowledges receipt of a copy of the Plan. The Participant hereby acknowledges that all decisions, determinations and interpretations of the Board of Directors in respect of the Plan, this Agreement and the Restricted Stock shall be final and conclusive. IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer, and the Participant has hereunto signed this Agreement

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on his own behalf, thereby representing that he has carefully read and understands this Agreement and the Plan as of the day and year first written above. ATMI, INC. By: Douglas A. Neugold Title: Chief Executive Officer [Participant]

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Exhibit 10.20 Exhibit A ATMI, INC.
2003 STOCK PLAN
(as amended May 21, 2003) SECTION 1 Purpose The purpose of the 2003 Stock Plan (the " Plan" ) is to secure for ATMI, Inc. (the " Company" ), its parent (if any) and any subsidiaries of the Company (collectively, the " Related Companies" ) the benefits arising from capital stock ownership and the receipt of capital stock-based incentives by those employees, directors, officers and consultants of the Company and any Related Companies who will be responsible for the Company' s future growth and continued success. The Plan will provide a means whereby (a) employees of the Company and any Related Companies may purchase stock in the Company pursuant to options which qualify as " incentive stock options" (" Incentive Stock Options" ) under Section 422 of the Internal Revenue Code of 1986, as amended (the " Code" ); (b) directors, employees and consultants of the Company and any Related Companies may purchase stock in the Company pursuant to options granted hereunder which do not qualify as Incentive Stock Options (" Non-Qualified Options" ); (c) directors, employees and consultants of the Company and any Related Companies may receive stock appreciation rights (" SARs" ) and (d) directors, employees and consultants of the Company and any Related Companies may receive shares of stock in the Company that are subject to restrictions on transferability and may be forfeited (" Restricted Stock" ). Both Incentive Stock Options and Non-Qualified Options are referred to hereafter individually as an " Option" and collectively as " Options." As used herein, the terms " parent" and " subsidiary" mean " parent corporation" and " subsidiary corporation" as those terms are defined in Section 424 of the Code. Options, SARs and Restricted Stock are referred to hereafter individually as a " Plan Benefit" and collectively as " Plan Benefits." Directors, employees and consultants of the Company and any Related Companies are referred to herein as " Participants." SECTION 2 Administration 2.1 Board of Directors and the Committee . The Plan will be administered by the Board of Directors of the Company whose construction and interpretation of the terms and provisions hereof shall be final and conclusive. Any director to whom a Plan Benefit is awarded shall be ineligible to vote upon his or her Plan Benefit, but Plan Benefits may be granted to any such director by a vote of the remainder of the directors, except as limited below. The Board of Directors may in its sole discretion grant Options, issue shares upon exercise of such Options and grant SARs and Restricted Stock, all as provided in the Plan. The Board of Directors shall have authority, subject to the express provisions of the Plan, to construe the Plan and its related agreements, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the terms and provisions of the respective Option, SAR and Restricted Stock agreements, which need not be identical, and to make all other determinations in the judgment of the Board of Directors necessary or desirable for the administration of the Plan. Notwithstanding the foregoing or any other provision of the Plan, the Board may delegate to one or more officers of the Company the authority to designate the Participants (other than such officer(s)) who will receive Options, SARs or Restricted Stock under the Plan and the size and terms of each such grant, to the fullest extent permitted by ss.157 of the Delaware General Corporation Law (or any successor provision thereto). The Board of Directors may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any related agreement in the manner and to the extent it shall deem expedient to carry the Plan


into effect and it shall be the sole and final judge of any such expediency. No director shall be liable for any action or determination made in good faith. The Board of Directors may delegate any or all of its powers under the Plan to a Compensation Committee or other Committee (the " Committee" ) appointed by the Board of Directors consisting of at least two members of the Board of Directors. While it is intended that at all times that the Committee acts in connection with the Plan all the members of the Committee shall be: (i) " outside directors" as that term is defined in Treas. Reg. ss.1.162-27(e)(3) (or any successor regulation); and (ii) " non-employee directors" within the meaning of Rule 16b-3 (or any successor rule) under the Securities Exchange Act o ...