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Form of Non-employee Director Restricted Stock Grant

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Exhibit 10.24 ATMI, Inc.
Non-Employee Director Restricted Stock Grant Agreement THIS AGREEMENT, made as of the Grant Date, between ATMI, Inc. (the " Company" ) and [ director ] (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 . Subject to the further provision of this Agreement, the Restricted Stock shall vest with respect to a number of whole shares as close as possible to the following portion of the total number of shares of Restricted Stock granted hereunder on the following dates (each, a " Vesting Date" ): Portion of Total Shares Vesting Date 1/3 First anniversary of Grant Date1/3 Second anniversary of Grant Date1/3 Third 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 Service . (a) In the event that the Participant' s service as a director of the Company terminates for any reason other than death, disability, retirement more than one year after the Grant Date, or in connection with or following a change in control of the Company, 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 service and the Participant promptly shall return to the Company any certificates that may have been issued evidencing such shares. (b) In the event that the Participant' s service as a director of the Company terminates by reason of Participant' s death, disability or retirement more than one year after the Grant Date, 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 not be forfeited and shall vest on the Vesting Dates set forth in Section 4. For purposes of this Section 6(b), " retirement" shall mean the Participant' s voluntary resignation from the Company' s Board of Directors (including a decision not to stand for reelection) either (i) at age 62 or above and after a minimum of five years of service as an employee or director of the Company or any of its subsidiaries, or (ii) after a minimum of nine years of service as a director of the Company; and " disability" shall mean a disability which, in the reasonable opinion of the Board of Directors, renders the Participant unable or incompetent to carry out the Participant' s duties, responsibilities and assignments for a period of ninety (90) consecutive days. (c) In the event the Participant is removed as a director of the Company in connection with a change in control of the Company or at the first shareholder' s meeting at which directors are elected following such a change in control, all unvested shares of Restricted Stock shall be immediately vested to the extent permitted under Section 7.3 of the Plan. To the extent that the vesting of such Restricted Stock is not permitted under the Plan, such 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 service, and the Company will pay to the Participant within ten (10) days after Participant' s removal as a director an amount in cash equal to the fair market value as of the date of Participant' s removal as a director of such forfeited shares of Restricted Stock, determined pursuant to Section 6.1(c) of the Plan, and any such forfeited property. (d) For purposes of Section 6(c) hereof, a " change in control" of the Company shall be deemed to have taken place if: (i) a third person, including a " person" as defined in Section 13(d)(3) of the Exchange Act becomes the beneficial owner (as defined in Rule 13d-3

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under the Exchange Act) directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the total number of votes that may be cast for the election of the directors of the Company; or (ii) as the result of, or in connection with, any tender or exchange offer, merger, consolidation or other business combination, sale of assets or one or more contested elections, or any combination of the foregoing transactions (a " Transaction" ) the persons who were directors of the Company immediately prior to the Transaction shall cease to constitute a majority of the Board of Directors of the Company or of any successor to the Company; (iii) the sale of all or substantially all of the assets of the Company (on a consolidated basis) in one or more related transactions to a person other than such a sale to a subsidiary of the Company which does not involve a change in the equity holdings of the Company; or (iv) the following individuals cease, for any reason (other than an act of God), to constitute a majority of the number of directors of the Company then serving: individuals who, on the date of grant, constitute the Board of Directors of the Company and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board of Directors of the Company or nomination for election by the Company' s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date of grant or whose appointment or election or nomination for election was previously so approved. 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

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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, 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 as a director of the Company, or affect any right which the Company may have to terminate such 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

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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. Amendment . This Agreement may be amended or modified by means of a written amendment signed by the Company and the Participant. The Company and the Participant acknowledge that this Agreement may have to be amended to comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended. 16. 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 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 10.24 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, whic
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