ENTEGRIS, INC. 1999 LONG-TERM INCENTIVE AND STOCK OPTION PLAN

Exhibit 10.3

ENTEGRIS, INC.

1999 LONG-TERM INCENTIVE AND

STOCK OPTION PLAN

1. Purpose . The purpose of the Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Subsidiaries and Affiliates, by offering them an opportunity to participate in the Company’s future performance through grants of Options and Awards. Capitalized terms not defined in the text are defined in Section 23.

2. Types of Stock Options and Awards .

2.1 Options and Shares . Options granted under this Plan may be either: (a) incentive stock options (“ISOs”) within the meaning of Section 422 of the Revenue Code, or (b) nonqualified stock options (“NSOs”), as designated at the time of grant. The Shares that may be purchased upon exercise of Options granted under this Plan are shares of the Company’s Common Stock, $.01 par value per share.

2.2 Awards . Awards granted under this Plan include Performance Awards (denominated or payable in cash, Shares, other securities and other awards or other property) and Restricted Stock Awards, as designated at the time of grant.

3. Shares Subject to The Plan .

3.1 Number of Shares Available . Subject to Section 3.2, the total number of Shares reserved and available for grant and issuance pursuant to the Plan shall be initially nine million (9,000,000) Shares. Such Shares may be either authorized but unissued shares, or issued shares which have been reacquired by the Company. Subject to Section 3.2, Shares shall again be available for grant and issuance in connection with future Options or Awards under the Plan that: (a) are subject to issuance upon exercise of an Option but cease to be subject to such Option for any reason other than exercise of such Option; (b) are subject to an Option or Award granted hereunder but are forfeited or are repurchased by the Company at the original issue price; or (c) are subject to an Option or Award that otherwise terminates without Shares being issued. The Committee shall have the authority to replenish the Plan annually with additional Shares by electing to increase the number of Shares available for issuance under the Plan by up to four percent (4%) of the total outstanding Shares of the Company, such election to be made within ninety (90) days after the end of the fiscal year; provided, however, that the total number of Shares reserved and available for grant pursuant to the Plan shall not exceed twenty million (20,000,000) Shares. At all times during the term of this Plan, the Company shall reserve and keep available such number of Shares as shall be required to satisfy the requirements of outstanding Options and Awards under this Plan.

3.2 Adjustment of Shares . In the event that the number of outstanding Shares change as a result of a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company without consideration, then: (a) the number of Shares reserved for issuance under this Plan; (b) the Exercise Prices of and number of Shares subject to outstanding Options; (c) the number of Shares and price per Share subject to outstanding Awards; and (iv) the amount payable in connection with Awards, shall be proportionately adjusted, subject to any required action by the Board or the shareholders of the Company and in compliance with applicable securities laws; provided, however, that fractions of a Share shall not be issued but shall either be paid in cash at Fair Market Value or shall be rounded up to the nearest Share, as determined by the Committee; and provided further that the Exercise Price of any Option may not be decreased to below the par value of the Shares.

4. Eligibility . ISOs may be granted only to employees (including officers and directors who are also employees) of the Company or of a Subsidiary of the Company.

All other Options and Awards may be granted to employees, officers, directors, consultants, independent contractors and advisors of the Company or any Subsidiary or Affiliate of the Company; provided, however, that such consultants, independent contractors and advisors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction. A person may be granted more than one Option and/or Award under the Plan. The Company also may, from time to time and in the manner determined by the Committee, substitute or assume outstanding options or performance or restricted stock awards granted by another company, whether in connection with an acquisition of such other company or otherwise.

5. Administration .

5.1 Committee Authority . This Plan shall be administered by the Committee or the Board acting as the Committee. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee shall have full power to implement and carry out this Plan. The Committee shall have the authority to:

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5.2 Committee Discretion . Any determination made by the Committee with respect to any Option or Award shall be made in its sole discretion at the time of grant of the Option or the Award or, unless in contravention of any express term of this Plan or the Option/Award, at any later time, and such determination shall be final and binding on the Company and all persons having an interest in any Option or Award under this Plan.

5.3 Exchange Act Requirements . If the Company is subject to the Exchange Act, the Company will take appropriate steps to comply with the disinterested director requirements of Section 16(b) of the Exchange Act, including but not limited to, the appointment by the Board of a Committee consisting of not less than two Persons (who are members of the Board), each of whom is a Disinterested Person.

6. Terms and Conditions of Options . The Committee may grant Options to eligible persons and shall determine whether such Options shall be ISOs within the meaning of the Revenue Code or NSOs, the number of Shares subject to such Options, the Exercise Price of such Options, the period during which such Options may be exercised, and all other terms and conditions of such Options, subject to the following:

6.1 Form of Option Grant . Each Option granted under this Plan shall be evidenced by an Option Agreement which shall expressly identify the Option as an ISO or NSO, and be in such form and contain such provisions (which need not be the same for each Participant) as the Committee shall from time to time approve, and which shall comply with and be subject to the terms and conditions of this Plan.

6.2 Date of Grant . The date of grant of an Option shall be the date on which the Committee makes the determination to grant such Option unless otherwise specified by the Committee.

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6.3 Exercise Period . Options shall be exercisable within the times or upon the events determined by the Committee as set forth in the Option Agreement; provided, however, that no ISO shall be exercisable after the expiration of ten (10) years from the date the Option is granted; and provided further that no ISO granted to a person who directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary of the Company (a “Ten Percent Shareholder”) shall be exercisable after the expiration of five (5) years from the date the ISO is granted.

6.4 Exercise Price . The Exercise Price shall be determined by the Committee when the Option is granted, provided, however, that: (a) the Exercise Price of an ISO shall be not less than one hundred percent (100%) of the Fair Market Value of the Shares on the date of grant; (b) the Exercise Price of any ISO granted to a Ten Percent Shareholder shall not be less than one hundred ten percent (110%) of the Fair Market Value of the Shares on the date of grant; and (c) the Exercise Price of any Option may not be decreased to below the par value of the Shares, if any.

6.5 Method of Exercise . Options may be exercised only by delivery to the Company of a written stock option exercise agreement (the “Exercise Agreement”) in a form approved by the Committee (which need not be the same for each Participant), together with payment in full of the Exercise Price for the number of Shares being purchased.

6.6 Limitations on ISOs . The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which ISOs are exercisable for the first time by a Participant during any calendar year (under this Plan or under any other incentive stock option plan of the Company or any Subsidiary or Affiliate of the Company) shall not exceed One Hundred Thousand Dollars ($100,000). If the Fair Market Value of Shares on the date of grant with respect to which ISOs are exercisable for the first time by a Participant during any calendar year exceeds One Hundred Thousand Dollars ($100,000), the Options for the first One Hundred Thousand Dollars ($100,000) worth of Shares to become exercisable in such calendar year shall be ISOs and the Options for the amount in excess of One Hundred Thousand Dollars ($100,000) that become exercisable in that calendar year shall be NSOs. In the event that the Revenue Code or the regulations promulgated thereunder are amended after the Effective Date of the Plan to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, such different limit shall be automatically incorporated herein and shall apply to any Options granted after the effective date of such amendment.

6.7 Modification, Extension or Renewal . The Administrator may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution thereof, provided that any such action may not, without the written consent of the Eligible Director, impair any of the Eligible Director’s rights under any Option previously granted. Except for adjustments made pursuant to Section 3.2, an outstanding option granted under this Plan shall not be repriced. Accordingly, the Exercise Price for any outstanding Option may not be decreased after the date of grant, nor may any outstanding option granted under the Plan be surrendered to the Company as consideration for the grant of a new option with a lower Exercise Price, as the case may be, without shareholder approval of any such action.

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6.8 No Disqualification . Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs shall be interpreted, amended or altered, nor shall any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Revenue Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Revenue Code.

7. Payment For Shares Purchased Upon The Exercise of Options . Payment for Shares upon the exercise of Options may be made in cash or by check or, or in any other manner approved for the Participant by the Committee and where permitted by Section 16(b) of the Exchange Act or other applicable la